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The Association of Yale Alumni Constitution and By-Laws

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Association of Yale Alumni Constitution

Adopted October 1972, as revised through November 2004.

Article I. Name and Authorization

The name of this association shall be the Association of Yale Alumni. The Association was established by the adoption of this Constitution by the Founding Board of the Association on August 11, 1972 pursuant to the Charter authorization of the President and Fellows of the Yale Corporation contained in their resolution approved on October 4, 1971 and by the approval of this Constitution by the Corporation on October 13, 1972.

Article II. Purposes

The purposes of the Association shall be to serve the interests and help to maintain the stature of Yale University; to provide a channel of mutual communication between the alumni and the University and its Corporation; to oversee the direction of all alumni organizations and programs; and to provide the means (when appropriate) for the explication and forthright examination of University policies, in order that the University may be explained to the Assembly or its representatives and that appropriate recommendations may be advanced to the Corporation.

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Article III. Membership

All persons having spent at least one term as a degree candidate at Yale University and such other persons, as the Board of Governors may from time to time determine, who have been post-doctoral fellows or post-graduate students not seeking a degree at Yale University shall be members of the Association and shall be eligible for any office within the Association, its Assembly or its Board of Governors.

Article IV. Assembly

Section 1. Powers and Duties.

The Assembly of the Association shall be the body of representatives of the Association and shall have the duty of implementing the purposes of the Association as set forth in Article II hereof. The members of the Assembly shall elect the elected members of the Board of Governors.

Section 2. Representatives - General.

Except for student representatives and ex officiis representatives, the term of each representative comprising the Assembly shall be three years, commencing July 1 of the year of selection and expiring June 30 three years thence, and one-third of the representatives shall be elected each year. No such representative shall be eligible to serve for more than one full term except after a lapse of three years from the end of such person's last service, if such last service was begun as a full term, except that when a representative is to be elected by a Yale College Class of fewer than 100 surviving members more than 60 years after graduation, the current representative may serve a successive term if the Class Coordinator and Class Chairs Committee or other appropriate committee determines that a good faith effort to obtain another representative has been made and that no other representative is readily available. Each undergraduate representative to the Assembly who is a representative of the Senior Class shall serve until the graduation of the Class, and each undergraduate representative to the Assembly who is a representative of the Junior or the Sophomore Class shall serve a period of one year from the time of election. Each ex officio representative shall serve as such during the term of office on which ex officio status as a representative is based. If a representative is duly selected or elected by a unit or group, the fact that such representative may be a member of another unit or group shall not impair the right of such other unit or group to select or elect the representative or representatives to which it is entitled. The term of each graduate and professional school student representative to the Assembly shall be one year, provided, however, that any such representative will be immediately eligible for a second or third term as such if during such second or third term the representative continues to be a graduate or professional school student.

Section 3. Representatives - Class.

Each class which graduated from Yale College no more than seventy years before appointment, having surviving members in any year, shall be entitled to one Assembly representative.

For the purposes of this Section 3, classes which combined Yale College and Sheffield Scientific School shall be deemed to have graduated only from Yale College. Each class or group of classes entitled to an Assembly representative shall select such representative from the membership of class or of the classes included in such combined classes in such manner as such class or the classes included in such combined classes may prescribe by rule or practice.

The records of the University shall be determinative of all questions of class membership of the purposes of this Section 3.

Section 4. Representatives - Regional.

The United States, its Territories and Canada shall be divided into geographical regions, each of which shall include a Yale club or association (among which shall be the Yale Club of New York City) and the boundaries of and the member population of which shall be determined by the Club Chairs and Vice-Chairs Committee or other appropriate committee.

Each such region in which fewer than 500 members reside shall be entitled to one Assembly representative, who shall be selected by the Yale Club or Association in such manner as it may prescribe by rule or practice.

Each such region in which 500 or more but fewer than 1,000 members reside shall be entitled to two Assembly representatives, who shall be selected by the club or association in such region in such manner as it may prescribe by rule or practice.

Each such region in which 1,000 or more members reside shall be entitled to three Assembly representatives, who shall be selected by the club or association in such region in such manner as it may prescribe by rule or practice.

The rest of the world shall be divided into potential Yale Club geographical regions normally along country boundaries. As Yale activities begin in countries outside the United States, its Territories and Canada, such groups will be authorized by the Club Chair and Vice-Chairs Committee as hereinafter provided. At the time when consistent leadership and sustained activity have been established, a Yale group may apply to the Club Chairs and Vice-Chairs Committee for designation as a Yale Club eligible for representation. Once so designated, any club outside of the United States, its Territories and Canada shall have the same right to representation at the Assembly provided for clubs within the United States, its Territories and Canada.

Student members attending Yale University shall not be counted in determining regional representatives.

Section 5. Representatives - Graduate and Professional.

The alumni association of the graduate and professional schools shall be entitled to the number of Assembly representatives set after their names below, who shall be selected by each such association in such manner as it may prescribe by rule or practice:

Section 6. Representatives - Student.

The then Senior Class at Yale College shall be entitled to two Assembly representatives, one of whom shall be the Class Secretary and the other of whom shall be the Class Treasurer. The then Junior and Sophomore Classes at Yale College shall each be entitled to one Assembly representative, each of whom shall be elected by the particular class from among its membership. The graduate and professional students at Yale University shall be entitled to two
representatives, one of whom shall be a graduate student and one a professional student, and each of whom shall be nominated by the officers of the Graduate and Professional Student Senate and approved by a majority of the Graduate and Professional Student Senate at an official Senate Meeting.

Section 7. Representatives-At-Large.

There shall be no more than sixty Assembly representatives-at-large, all of whom shall be appointed by The Board of Governors, without regard to any geographical, organizational or other classification of representatives. Except for the filling of vacancies, not more than twenty such representatives-at-large shall be appointed each year.

Section 8. Representatives - Ex Officiis.

The Chair of the Development and Alumni Affairs Committee of the Yale Corporation, the Chair of the Yale Alumni Fund, the Chair of the Yale Development Board, the Chair of the Yale Alumni Publications, Inc. and the President of the University Council shall each be an ex officio Assembly representative, with full voting rights and other privileges.

Section 9. Representatives - Vacancies and Failure to Select Representatives.

Whenever a vacancy shall occur as to an Assembly representative, it shall be filled as the appropriate Board committee for that constituency shall direct in a manner not inconsistent with the By-laws, save that if any class, region or graduate or professional Alumni Association fails to select a representative to which it is entitled, and two written requests therefore have been made by the Chair of the Board or by an agent appointed by the Chair, the Board itself may without further notice select said representative from among member volunteers eligible to represent that constituency.

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Article V. Board of Governors

Section 1. Powers and Duties.

The Board of Governors shall be the executive committee of the Assembly of the Association; shall participate in the nomination of candidates for election as Alumni Fellow to the Yale Corporation as hereinafter provided; shall elect the Chair, Vice Chair, Secretary and Treasurer of the Board and of the Association and its Assembly; shall advise the Chair of the Board in the appointment of Committee memberships and chairs; shall have the power to adopt, alter or amend the Association's By-laws as set forth therein, and shall perform such other functions as the Assembly may require and approve.

Section 2. Membership.

The Board shall consist of twenty-one members elected by the Assembly as provided in the By-Laws, the Chair, the Vice Chair, the Secretary and the Treasurer, and nine ex officiis members (who shall have full voting and other rights): The Chair of the Development and Alumni Affairs Committee of the Yale Corporation, the Chair of the Yale Alumni Publications, Inc., the President of the University Council, the Chair of the Yale Development Board, the Immediate Past Chair of the Association of Yale Alumni, the latter for a two-year term, the Secretary of the Yale College Senior Class, the President of the Yale College Council, and one representative from the student body of the graduate or professional schools as selected by the Graduate and Professional Student Senate annually. All elected members of the Board shall be elected for a three-year term except as provided in the By-Laws.

Article VI. Committees

Section 1. Standing Committees.

There shall be the following standing committees:

A Committee for the Nomination of Alumni Fellows consisting of the whole Board (or of at least six members of the Board having at least one full year remaining to serve as may be designated by the Board no later than April in each year), one fellow of the Yale Corporation and members ex officiis as set forth in the miscellaneous Regulations of the Yale Corporation, which shall nominate candidates for election to the office of Alumni Fellow of the Yale Corporation in accordance with such miscellaneous Regulations. If the Committee consists of less than the whole Board, its members shall be divided into two classes so that the terms of one-half of the members shall expire in each year.

A Board of Governors Nominating Committee consisting of not fewer than three members, none of whom shall be members of the Board, which shall present to the Assembly annually nominees for election as members of the Board and which, when so directed by the Chair, shall present to the Board nominees for election or appointment to any other position or committee.

A Committee on Finance consisting of not fewer than three members in addition to members ex officiis, which shall prepare the budget of the Association, consider and recommend to the Board means of providing necessary monies to ensure the active participation of all Assembly members and review such other financial matters as the Chair may direct.

A Yale Medal Committee consisting of not fewer than six members (in addition to members ex officiis, from the Corporation, and from the faculty and others at the University as hereinafter provided) which shall make nominations for receipt of the Yale Medal on the basis of outstanding service to the University. The members ex officiis, from the Corporation and from the University shall be as follows:

1. The members ex officiis (in addition to the Chair and the Vice-Chair of the Board) shall be the Executive Director of the Association, the Provost, the Secretary, the University Officer for Development and the Assistant to the President of the University.
2. One member from the Corporation shall be appointed by the Board for a one-year term; and
3. Three members from among the faculty and others at the University shall be appointed by the Board for a one-year term.

Nominations for members to be appointed from among Corporation members and the faculty and others at the University shall be submitted by the Secretary of the Yale Corporation to the Board no later than April 15 in each year, and appointments shall be made by the Board at its next succeeding meeting. Each member of the Committee appointed from among Corporation members and the faculty and others at the University may be reappointed for two additional consecutive terms but shall not thereafter be eligible for reappointment except after a lapse of one year.

• A Committee on the Constitution consisting of not fewer than three members in addition to members ex officiis which shall consider and recommend proposed amendments to the Constitution and which shall upon request advise the Assembly and the Board of Governors concerning interpretation of the Constitution.
• A Committee for Representatives-At-Large consisting of not fewer than three members in addition to members ex officiis which shall present annually to the Board of Governors a slate of candidates for appointment as Representatives-At-Large as provided for in Section 7 of Article IV hereof.
• A Committee on Education, Assembly and Long-Range Planning consisting of not fewer than three members in addition to members ex officiis which shall recommend to the Board topics and agenda for meetings of the Assembly and shall also advise the Board with respect to long-range plans for and goals of the Association.

One or more committees, as the Board of Governors shall from time to time determine, to provide effective liaison with University students, faculty and administration. These Committees shall collectively be called the "Committees on the University."

One or more committees, as the Board of Governors shall from time to time determine, to be of service to alumni and to provide effective liaison with classes, Graduate and Professional School Associations and Regional Clubs or Associations. These committees shall collectively be called the "Committees on Service to Alumni."

Other standing committees shall be established, or the above standing committees may be changed, by action of the Board pursuant to the By-laws authority provided in Article VIII herein, except that this authority to establish or change standing committees shall not be applicable to the Committee for the Nomination of Alumni Fellows, the Board of Governors Nominating Committee, and the Yale Medal Committee.

Section 2. Ad Hoc Committees.

The Board or its Chair may establish from time to time such ad hoc committees as may appear to further the purposes of the Association.

Section 3. Committees - Membership.

The Chair of the Board of the Association shall appoint committee chairs and members subject to any action the Board may take, except that the chair and members of the Board of Governors Nominating Committee shall be appointed by the Board. Only Assembly representatives shall be eligible to serve on the Assembly's committees, provided, however, that any member of the Association may be appointed chair or member of any ad hoc committee (but such appointments shall be made sparingly and only in particular cases) and provided further, however, that with the approval of the Chair of the Board any committee may appoint non-voting consultants who need not be Assembly representatives. The Chair and the Vice-Chair of the Board shall be ex officiis members of all of the Assembly committees except the Board of Governors Nominating Committee. Except with respect to the members of the Committee for the Nomination of Alumni Fellows, committee chairs, members and consultants shall be appointed for a term of one year but they may be reappointed for successive terms, provided, however that, except as otherwise provided herein, no person may serve as a committee chair or member beyond the expiration of that person's term as an Assembly representative or Board member.

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Article VII. Officers

Section 1. Officers - Elected.

The elected officers of the board and of the Assembly shall be a Chair, a Vice-Chair, a Secretary and a Treasurer who shall serve without salary and who shall be elected in the manner prescribed by and perform the duties set forth in the By-laws.

Section 2. Officers - Appointed.

There shall be an Executive Director of the Board and of the Assembly, who shall be salaried, who shall be nominated by the Board and appointed by the University and who shall perform the duties set forth in the By-laws.

Article VIII. By-Laws

The conduct of the affairs of the Association, its Assembly and its Board shall be governed by a set of By-laws, not inconsistent with this Constitution, which may be amended from time to time in accordance with the provisions thereof.

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Article IX. The Yale Medal

Section 1. Nature of Award.

The Association each year is authorized to award the Yale Medal to no more than five persons. The award is to be made to Yale alumni and others in recognition of outstanding service to Yale.

Section 2. Nominations of Recipients.

Not later than such date as the Chair of the Board shall determine, nominations for the Yale Medal Award shall be submitted by the Yale Medal Committee to the Board for its consideration.

Section 3. Determination of Recipients.

The Board shall finally determine the recipients of the Yale Medal and in so doing may award them to any or all of those nominated by the Yale Medal Committee, but no more than five.

Section 4. Presentation.

Each year on such day as the Board may determine, the Yale Medal Award or Awards will be made. In connection with each award, the Chair of the Board shall read a citation and the President of the University shall present the Yale Medal. The award shall be made only to those prospective recipients who will be at the ceremony to receive the Yale Medal, except that upon the joint recommendation of the Chair of the Board and the Chair of the Yale Medal Committee, the award may be made in absentia to a prospective recipient who by illness or some unforeseen happening is not able to attend.

Article X. Amendment

This Constitution may be amended or supplemented by a two-thirds vote of the representatives present at a regular or special meeting of the Assembly upon notice specifying the nature of such amendment mailed to each representative at least twenty days before such meeting. Any such notice shall be mailed by the Executive Director at the request of the Chair, the Board or any ten representatives.

Any such amendment or supplement to this Constitution shall become effective upon its approval by the Corporation.

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Association of Yale Alumni By-Laws

Adopted October 1972, as revised through April 2005.

Article I. Assembly

Section 1. Meetings - General.

The Board of the Association shall designate the time, place and date of the regular meetings of the Assembly, which shall be held at least once each year in New Haven. Special meetings of the Assembly may be called at any time by the Chair or by the Board, and shall be held at such place and on such time and date as shall be fixed by the person or persons calling the meeting.

Section 2. Meetings - Notice.

Notice of all meetings of the Assembly shall be given by the Executive Director of the Association by notice mailed, first class mail postage prepaid, to each member of the Assembly at least thirty days before any regular or special meeting. Each notice shall state the time, place and date of the meeting and, in the case of a special meeting, shall state the purpose or purposes therefore.

Section 3. Meetings - Quorum and Voting.

At all meetings of the Assembly, the presence of one-fourth in number of the incumbent Assembly representatives shall be sufficient to constitute a quorum for the transaction of any business. Each representative shall be entitled to one vote, in person and not by proxy, provided, however, that with the approval of the appropriate Board committee for that constituency, any representative (other than an ex officio representative) who for good cause is unable to attend an Assembly meeting may designate in writing a member of the Association from the same constituency as a substitute, who may attend and vote. All elections and other questions shall be decided by a plurality of the votes cast, except as otherwise provided by the Constitution or these By-laws.

Section 4. Meetings - Agenda.

The Board Chair, in consultation with the Board, shall set the agenda for any special or regular meeting of the Assembly. Any Assembly representative may propose an item for the agenda by submitting the item in writing at least twenty days prior to the meeting, addressed to the Executive Director at the executive offices of the Association. The Board Chair shall exercise reasonable discretion to determine whether a proposed agenda item is relevant to the purposes of the Assembly, as such purposes are defined in the AYA Constitution.

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Article II. Board

Section 1. Election and Term.

The twenty-one elected members of the Board shall serve three-year terms as provided in the Constitution and shall be elected from its membership by the Assembly in a manner and at a time to be determined by the Board, seven of such members to be elected in each year (except as may be otherwise required by Section 4 of this Article II). Elected members of the Board shall take office on July 1. All terms for members shall terminate on June 30th. If the term of an elected Board member exceeds that member's term as an Assembly representative, the member may continue as a member of the Board and as an Assembly representative until the conclusion of the term on the Board, but the Assembly seat shall be filled in the normal manner at the stated conclusion of the representative term, and not before. The term of each ex officio member of the Board shall extend for the time of service in the office on which ex officio membership is based.

Section 2. Eligibility.

No elected member of the Board shall be eligible to serve for more than one full term except after a lapse of one year, provided that the term of the Chair, the Vice-Chair, the Secretary, and the Treasurer of the Board shall be governed by Article III of these By-laws. The eligibility of members of the Board elected to fill vacancies shall be governed by Section 4 of this Article of these By-laws.

Section 3. Nomination.

Nominations for election to the Board shall be made annually by the Board of Governors Nominating Committee of the Association. Other nominations may be made by petition signed by any twenty-five Assembly representatives and filed with the Board of Governors Nominating Committee at least thirty days prior to the date scheduled for distribution of election ballots. Such right of petition shall be set forth in the notice of the meeting for each Assembly. No nominations for election to the Board shall be made from the floor of the Assembly.

Section 4. Vacancies.

Any vacancy in the elected seats on the Board may be filled by a majority vote of the remaining members of the Board for the remainder of the term of the member as to whom the vacancy exists. A member of the Board elected to fill a vacancy shall be eligible thereafter to be elected to a full term on the Board if nominated and elected pursuant to Sections 1 and 3 of this Article of these By-laws. If a member of the Board is elected to be Chair, Vice-Chair, Secretary, or Treasurer prior to the expiration of that member's term, the board may consider the seat of such member to be vacant and it may be filled in the manner prescribed herein. The absence of a member of the Board for three consecutive Board meetings shall be deemed a resignation that the Board may accept.

Section 5. Quorum and Conduct of Meetings.

A majority of the number of Board members currently in office, which must include the Chair or the Vice-Chair, shall constitute a quorum for the transaction of all business and, except as otherwise provided in these By-laws, a majority of those present shall be sufficient to adopt any resolution of the Board. The Board shall meet at least three times in each year, at such times and places as shall be fixed by the Chair or by the Board, and notice of each such meeting shall be given by the Executive Director to each member, first class mail mailed not later than the tenth day prior to the meeting or by other communication transmitted not later than the tenth day prior to the meeting.

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Article III. Officers

Section 1. Chair, Vice-Chair, Secretary and Treasurer-Election.

The Chair, the Vice-Chair, the Secretary and the Treasurer shall be elected by a majority of the entire board, either from its elected membership or from the membership of the Assembly, exclusive of ex officiis members, at a spring meeting of the Board. Members whose terms as members of the Board or as representatives to the Assembly shall expire during the calendar year of the election shall nonetheless be eligible for election to such offices. The persons so elected shall be designated Chair-Elect, Vice-Chair-Elect, Secretary-Elect, and Treasurer-Elect and shall be available for consultation from time to time with the Chair and Vice-Chair. They shall take office as Chair, Vice-Chair, Secretary, and Treasurer on June 30th.

Election to the offices of Chair and Vice-Chair shall be for two year terms, and election to the offices of Secretary and Treasurer shall be for one year terms, and these officers shall remain during their terms full voting members of the Board and of the Assembly even though the term of one or more extends beyond the original term of election to the Board or to the Assembly. The Chair and Vice-Chair shall be ineligible for re-election to their respective offices, or to the offices of Secretary and Treasurer, but the Vice-Chair may succeed the Chair. The Secretary and the Treasurer shall be eligible for re-election to one additional term, but in no event may serve more than a total of two years as Secretary and/or Treasurer. The Secretary and the Treasurer shall be eligible for election to Chair and Vice-Chair.

Section 2. Officers - Duties.

The Chair shall be chief executive officer of the Association and shall preside at all meetings of the Assembly and of the Board, and at any gathering sponsored by either body. The Chair shall perform such other duties as pertain to the office, including the power to appoint committees and their chairs as authorized by the Constitution. In the event of the Chair's absence or inability for any reason to discharge the duties of office, the Vice-Chair shall temporarily perform those duties. The Vice-Chair shall also perform such other duties as the Board may assign. The Secretary shall be responsible for signing the minutes of the meetings of the board and shall also perform such other duties as the Board may assign. The Treasurer shall be responsible for advice to the Board on financial matters and shall also perform such other duties as the Board may assign.

Section 3. Executive Director - Duties. The Executive Director shall:

1. Act as a non-voting Executive Secretary of the meetings of the Assembly and of the Board, and shall record minutes of those meetings;
2. Maintain an office in New Haven, and keep the records of the Assembly and its Committees and of the Board;
3. Maintain current records of the names and addresses of the members of the Assembly;
4. Cause copies of the minutes of the meetings of the Assembly and of the Board to be made available to all interested members and to the Alumni Magazine;
5. Send timely notices of the regular and special meetings of the Assembly and of the Board as required by these By-laws;
6. Act as non-voting Secretary of the Committee for the Nomination of Alumni Fellows and of the Board of Governors Nominating Committee of the Assembly, and shall oversee the elections of the class and regional Assembly representatives;
7. Perform such other duties as pertain to the office of Executive Director or as may be assigned to him by the Chair or the Board.

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Article IV. Amendments

These By-laws may be altered, amended or supplemented by vote of a majority of the whole Board, provided that notice thereof shall have been included in the notice of the meeting at which such action is to be considered.