A PROBLEM OF LEGALITY
(From Postings on WellsList)
The “Proposed Amendments” printed in the newsletter are not proposed amendments, but sketchy descriptions of some possible changes.
The college website says a vote on amendments will occur at the Annual Meeting, but the newsletter makes no mention of this upcoming vote.
Thus, the written notice of motion to amend violates our current by-laws in two ways: failure to provide the wording of the proposed amendments, and failure to notify the entire membership that a vote is to take place. (See Article XVIII Section 2)
To provide notice of a motion under Robert’s Rules (which governs our A.A., according to Article XVII) means to give the wording of the motion -- in this case a motion to amend -- and to announce an upcoming vote at a specific time and place.
Neither of these were included in the Alumnae to Alumnae Newsletter.
Therefore, a legal vote on amendments cannot take place at the Annual Meeting as the required notice has not been given.
THE REAL REVISIONS
Overview:
THESE PROPOSED REVISIONS WERE NOT MENTIONED IN THE NEWSLETTER. WHY?
In a new Standing Rule (#9) the A.A. Board gives itself sweeping new powers -- unsupported by the by-laws -- to change the election process entirely on its own: "Process for elections may be amended by the Alumnae Association Board."
The revisions destroy the Alumnae Association's ability to fund itself and oversee its own budget by removing the text of Article XI: "1) The budget of the Alumnae Association shall be prepared by the Director of Alumnae Relations in consultation with the President of the Association and the Executive Committee...[and] 2. By agreement with the Board of Trustees of Wells College, effective July 1, 1964, the budget of the Alumnae Association shall be the first charge against any unrestricted funds rasied by the College."
More changes of concern:
Details:
Changes to the bylaws:
The Director of Alumnae Relations will no longer be hired “on the recommendation” of the Alumnae Association Board, but with the Board’s “input.”
Changes to the Standing Rules:
The Director of Alumnae Relations will now be a member on the A.A. Nominating Committee.
A.A. Board written reports will be made to the Director of Alumnae Relations, rather than published for the members of the Alumnae Association.
The Association’s National Chair of Alumnae giving will no longer be a member of the A.A. Executive Committee.
Alumnae Trustees elected by the Alumnae Association will not assume office until they are elected by the Wells College Board of Trustees.
A brand new provision will allow any elected or appointed member of the A.A. Board to be removed by a majority vote of the Board.
Alumnae Association involvement in planning Alumnae College eliminated.
As noted above, the Board will have the right to change the election process unilaterally.
CITATIONS:
The A.A. President will be able to appoint “substitutes” to vote for the selection of nominees to A.A. elected offices, should the Regional Representatives be unable to attend the meeting.
The Nominating Committee will no longer have the responsibility to present the ballot to the membership one month before the Annual Meeting (although that practice is still specified in the bylaws).
The Association’s National Chair of Alumnae Giving will no longer sit ex-officio as non-voting member of the Board of Trustees.
The Reunion Vice President will no longer be “in charge” of reunion, but will “work with the Alumnae Relations Office to plan reunion.”
The Alumnae Council Vice President will no longer be “in charge” of Alumnae Council, but will “work with the Alumnae Relations Office to plan Alumnae Council.”
Minutes of the annual meeting will no longer be read at the next meeting.
Proposed Bylaws
Section II, Article VIII; Alumnae Association Board:
#4: Each member of the Alumnae Association Board shall submit a written report annual to the Director of Alumnae Relations. [Previous version indicated said report was for publication to the association.]
Section II, Article X; Alumnae Trustees
#3 Alumnae Trustees assume office when elected by the Wells College Board of Trustees. [Previous version: “The President of the Association shall report the name of the endorsed candidate to the Board of Trustees for further action.”]
Section II, Article XIII; Director of Alumnae Relations
#2: The Director shall be an employee of the College, hired with input from the Alumnae Association Board .... [Previous version,...”hired upon recommendation from the Alumnae Association Board...”]
Section III, Arctic XV- Committees
#1a. The Nominating Committee shall consist of the Nominating Vice President as the non-voting Chair, the Director of Alumnae Relations as a non-voting member and the Regional Representatives or their substitutes as provided in the Standing Rules. [Previous version: did not include Director of Alumnae Relations, did not include substitutes, and indicates the members shall be those "in attendance at the Alumnae Council each year."]
#3a. Eliminates National Chair of Alumnae Giving as a member of the Executive Committee
Section IV, Article XVIII - Removal from Office
“Any member serving as an Alumnae Association Officer, Member-at-Large, Alumnae Trustee, National Chair of Alumnae Giving or Chair of the Award Committee, may be removed from office for cause by a majority vote of the Alumnae Association Board.” [Entirely new.]
Proposed Standing Rules
Section 1 - Order of Business at the Annual Meeting
Removed from previous version: reading of minutes, presentation and approval of budget, report of Executive Committee.
Section 3 c & d - Alumnae Association Officers
A.A. Officers no longer in charge of Reunion and Alumnae Council, but “work with Alumnae Relations Office to plan” these events.
Section 4 - The National Chair of Alumnae Giving
Eliminates this position as an ex officio member of the Board of Trustees.
Section 6 f & h- Regional Representatives
New material allows A.A. President to appoint voting substitute members to the Nominating Committee
Section 9 a - Elections
“Entirely new: Process for elections may be amended by the Alumnae Association Board. A copy of the process shall be in the possession of the President, the Nominating Vice President and the Director of Alumnae Relations.”
TO FIND THESE REVISIONS buried on the Wells College website, you have to find and download pdf files of the current by-laws and the proposed revised by-laws, and compare the two yourself.