Over the weekend of March 13, the Council approved the new CUAA Constitution by a vote of 26-5, thus placing the amendment on the March 15 ballot for approval by the full alumni membership.
NOTE: This is the only document that you are voting on.
2016 Proposed CUAA Constitution
By-Laws and Conflict of Interest Documents
NOTE: These documents are provided for reference, but are not being voted upon right now. The reason they are being included here is because some clauses are being moved from the Constitution to the By-Laws, and this shows what the By-Laws will most likely look like, if the Constitution is approved by the full membership. In that case, the By-Laws will be ratified by the Council the that May 2016 Council Meeting.
Schedule B – Conflict of Interest Policy
For comparison, the previous Constitution and By-Laws are available here:
From Constitution Chair James Liubicich ChE’83
What Significant Changes are in the New Constitution?
- It designates all elected Officers and Council as Directors of the Corporation. This was done to make the Association 501C3 compliant, in the event it is decided that obtaining this status will be accomplished.
- The President’s elected term is increased to 2 years.
- Many operational issues are shifted to the By-laws as example:
- Committees and their duties
- Nominations and elections
- Alumni Representation on the CU Board
- It recognizes seniors in their last semester eligible for graduation as members and therefore they become eligible to vote in elections. It does not allow them to run for office until they are no longer students.
- It adds a conflict of interest policy and a dissolution clause.
- It clarifies types of votes as requiring a majority, 2/3’s of a quorum, 2/3’s of votes cast and membership votes.
Do these changes result in any substantive change to the ongoing or traditional operations?
- No, however, the new structure allows for CUAA to qualify as a 501C3, should the Directors (elected officers and council) decide to pursue that IRS designation. Also by shifting operational issues as described above to the By-laws, the Directors can vote to make changes with a 2/3’s vote of votes received from at least a quorum which, is 19 Directors. A majority vote of the Executive Committee would then be needed to ratify the change to the By-laws.
Do these changes impact how CUAA relates to the CU?
- No, CUAA was formed as a separate corporation in 1943 and remains a separate corporation. CUAA and CU have related as separate entities via Memorandum of Agreements (MOA). Over the past years given the tuition crises, the MOA has not been followed. The new Constitution amends governance of the CUAA and does not attempt to address the existing MOA in anyway. Article IX. “Office of Alumni Relations” simply states the CUAA Directors shall be responsible for direct communication and coordination with The Cooper Union Office of Alumni Relations and Development. Therefore any future changes to the MOA or the potential to function as in the past are both options that could result.
Do these changes impact how the CUAA is represented on the CU BOT?
- No, CUAA is still structured to elect Alumni Representatives that shall serve consistent with the requirements of CU. The CUAA President shall also serve on the CU BOT consistent with CU’s requirements also.