Bylaws

Bylaws Govern Association's Internal Affairs

Association of Alumni and Alumnae of MIT Bylaws:

 Article I. General ›
 Article II. Membership; meetings ›
 Article III. Board of Directors ›
 Article IV. Officers ›
 Article V. Committees ›
 Article VI. Alumni Association Selection Committee ›
 Article VII. Elections ›
 Article VIII. Other alumni/ae groups or associations ›
 Article IX. MIT Annual Fund; MIT Annual Fund Board ›
 Article X. Publications ›
 Article XI. Affiliation; associate membership applications ›
 Article XII. Amendments ›

Article I. General

Section 1. Name

The official name of this Association is The Association of Alumni and Alumnae of the
Massachusetts Institute of Technology (hereinafter referred to as the "Association"). The
Association may also be referred to as "The MIT Alumni Association." The Association,
although an independent entity, is affiliated with the Massachusetts Institute of Technology
(hereinafter referred to as the "Institute") and the Association's use of the name "Massachusetts
Institute of Technology" has been expressly authorized by the Institute.

Section 2. Seal

The seal of the Association shall have inscribed thereon the name of the Association, the year of
its founding, the word "Massachusetts" and such other device or description as the Board of
Directors may determine.

Section 3. Offices

The registered agent and the registered office of the Association shall be located at the Institute,
77 Massachusetts Avenue, Cambridge, Massachusetts 02139. The registered agent of the
Association at such address shall be the Executive Vice President of the Association or such
other resident of the Commonwealth of Massachusetts as appointed by the Board of Directors of
the Association (hereinafter referred to as the "Board of Directors").

Section 4. Fiscal Year

The fiscal year of the Association shall run from July 1 through the following June 30.

Article II. Membership; Meetings

Section 1. Members

The Association shall have such Alumni/ae Members, Associate Members, and Honorary
Members with such privileges as are specified in the Association's Articles of Organization and
Constitution (hereinafter referred to as the "Constitution"). Alumni/ae Members, Associate
Members, and Honorary Members shall collectively be referred to as "Members."

Section 2. Meetings

The annual meeting of the Board of Directors shall be held on the first Friday in June of each
year, or such other date as may be designated by the Board of Directors prior to such date and as
stated in the notice of the meeting. The hour and place shall be designated by the Board of
Directors and stated in the notice of the meeting.

Article III. Board of Directors

Section 1. General Authority

The business and affairs of the Association shall be managed by or under the direction of its
Board of Directors which may exercise all such powers of the Association and do such lawful
acts and things as are not by statute or by the Constitution or by these Bylaws directed or
required to be exercised or done by the Association's Members. The Board of Directors shall
have the general direction, control and management of the property and business of the
Association, and shall have ultimate responsibility for all of its programs, subject to the
provisions of the Constitution and these Bylaws. All the powers granted the Association by its
Constitution shall be vested in and exercised by the Board of Directors, which may delegate the
exercise thereof to officers or agents of the Association. In accordance with Constitution Article
III, Section 2, the Board of Directors shall have the authority to determine that full-time non-
degree-granting MIT academic programs are qualified to confer Associate Member status on
students who have completed such programs. In accordance with Constitution Article III,
Sections 2(c) and 3, the Board of Directors shall have the authority to elect Associate Members
and Honorary Members, respectively. The Board of Directors shall have overall direction of the
office and routine work of the Association and shall supervise other Association-related
enterprises.

Section 2. Number; Election

The Board of Directors shall consist of: (i) the term members from each of the electoral districts,
except the international district, referred to in Article VII of these Bylaws; (ii) two international
term members, each of whom shall be selected from the international electoral district referred to
in Article VII of these Bylaws; (iii) two young alumni/ae term members; (iv) the President of the
Association, the President-Elect of the Association, and the two immediate past-presidents of the
Association; (v) four Vice Presidents of the Association; (vi) the chairperson of the MIT Annual
Fund Board; and (vii) a maximum of two members-at-large appointed by the Board of Directors.
Term members and members-at-large shall be selected from among Alumni/ae Members or any
Associate Members whose eligibility is established by a vote of the Board of Directors. When
the composition of electoral districts is changed, the Board of Directors may lengthen or shorten
the terms of term members or international term members as it deems appropriate.

Section 3. Term; Vacancies

All directors and officers of the Association and members-at-large appointed to the Board of
Directors shall serve a one-year term, except that each of the Vice Presidents of the Association
and the term members of the Board of Directors shall serve a three-year term. All terms shall
commence on July 1 and end on June 30. The Board of Directors shall have the power to fill (for
the then remaining terms) all vacancies arising among officers, directors, boards, councils or
committees elected or appointed by the Board of Directors or by the Alumni Association
Selection Committee.

Section 4. Meetings Generally

The Board of Directors, and committees thereof, may hold meetings, both regular and special,
either within or without the Commonwealth of Massachusetts.

Section 5. Regular Meetings

Regular meetings of the Board of Directors, or any committee thereof, may be held without the
special giving of notice thereof at such time and at such place as, from time to time, shall be
determined by the Board of Directors, or committee thereof, as the case may be.

Section 6. Special Meetings; Notice

Special meetings of the Board of Directors, or any committee thereof, shall be held whenever
called by any director or committee member, as the case may be. Notice of the special meeting
shall be mailed to each director or committee member, addressed to him or her at his or her
residence or usual place of business, at least ten days before the day on which the meeting is to
be held. The notice shall state the date, time and place of the meeting, but need not state the
purpose thereof except as otherwise herein expressly provided. A written waiver of notice signed
by a director or committee member entitled to notice, whether before or after the time stated
therein, shall be equivalent to notice. Attendance of the director or committee member at the
meeting shall constitute a waiver of notice, unless such director or committee member, as the
case may be, objects to the calling of the meeting at the start thereof.

Section 7. Quorum; Required Vote

A majority of the full Board of Directors, or committee thereof, shall constitute a quorum for the
transaction of business at any duly called meeting, and the act of a majority of the members
present at any meeting at which there is a quorum shall be the act of the Board of Directors, or
committee thereof, except (i) if, as a result of vacancies on the Board of Directors, the then
existing Board of Directors constitutes less than a quorum, a majority of the then existing Board
of Directors at a duly called meeting thereof, may fill vacancies on the Board of Directors if
notice of such proposed action has been duly given to all directors, and (ii) as may be otherwise
provided by these Bylaws, by statute or by the Constitution.

Article IV. Officers

Section 1. Number and Election

The officers of the Association shall consist of a President, a President-Elect, an Executive Vice
President, four Vice Presidents and a Secretary, and such other officers as determined, from time
to time, by the Board of Directors. Except as otherwise provided in Article III, Section 3 of these
Bylaws, the officers and directors of the Association (except the Executive Vice President and
the Secretary) shall be chosen by the Alumni Association Selection Committee from among
Alumni/ae Members or any Associate Members whose eligibility is established by a vote of the
Board of Directors. Vice Presidents shall serve for staggered three-year terms, with two Vice
Presidents selected every one out of three years.

Section 2. Executive Vice President

The Board of Directors shall appoint, with the concurrence of the President and of the Executive
Committee of the Institute, an Executive Vice President to serve at the discretion of the Board of
Directors as the Association's Chief Executive Officer. The Executive Vice President shall be an
ex officio member of the Board of Directors.

Section 3. Secretary

The Board of Directors may appoint a Secretary of the Association, who shall be an ex officio
member of the Board of Directors.

Section 4. Duties
The duties of the officers of the Association shall be those commonly pertaining to those offices,
subject to the delegation of duties by the Board of Directors, the Constitution and these Bylaws.
The Board of Directors shall have the right to assign to various officers of the Association the
duties of principal financial officer (and assistant financial officer(s)) and of recording officer(s).

Article V. Committees

Section 1. Power Generally

The Board of Directors shall have the power to appoint standing boards, councils, committees
and special committees not otherwise provided for in the Constitution or these Bylaws.

Section 2. Standing Committees and Boards

a) Finance Committee. There shall be a Finance Committee consisting of at least three

directors. The President shall appoint the members of the Finance Committee.

b) The President's Committee. There shall be a President's Committee chaired by the President
and consisting of the President, the President-elect, the two immediate past-presidents of the
Association, the Executive Vice President ex-officio, and such other persons as the President
shall determine from time to time.

c) MIT Annual Fund Board. There shall be a MIT Annual Fund Board, as provided in Article
IX of these Bylaws. The Chairperson of the MIT Annual Fund Board shall be a director.

d) Awards Committee. There shall be an Awards Committee consisting of six members, each of
whom holds the Bronze Beaver and is an Alumni/ae Member or an Associate Member whose
eligibility is established by a vote of the Board of Directors. The Awards Committee shall
recommend to the Board of Directors nominees for Association awards and the establishment of
new recognition awards by the Association. The Chairperson of the Awards Committee shall be
appointed from its members by the Board of Directors.

e) Committee on Nominations for the Corporation Visiting Committees. There shall be a

Committee on Nominations for the Corporation Visiting Committees consisting of nine members
chosen from among Alumni/ae Members or any Associate Members whose eligibility is
established by a vote of the Board of Directors. The Committee on Nominations shall nominate
Members of the Association to each Corporation Visiting Committee established by the Institute.
The Chairperson of the Committee on Nominations shall be appointed from its members by the
Board of Directors.

Article VI. Alumni Association Selection Committee

 

Section 1. Number and Election

There shall be a Alumni Association Selection Committee consisting of one Alumni/ae Member
elected by the Alumni/ae Members of the Association from each electoral district, and a
Chairperson appointed by the Board of Directors from among past Presidents of the Association.
The term of the elected members and Chairperson of the Alumni Association Selection
Committee shall be three years with the terms of one-third of the elected members (including the
Chairperson as a member) expiring each year, except when the composition of electoral districts
is changed, at which time the Board of Directors may lengthen or shorten such terms as it deems
appropriate. All terms shall commence on July 1 and expire on June 30. No member of the
Alumni Association Selection Committee may be a member of the Board of Directors. No
member of the Alumni Association Selection Committee shall be eligible to again serve as a
member of the Alumni Association Selection Committee, as an officer or director of the
Association, or as an alumni representative to the MIT Corporation for a period of three years
after the expiration of such member's term. The Chairperson of the Alumni Association Selection
Committee shall have no vote, except to break a tie vote. The Executive Vice President shall
serve as the secretary of the Alumni Association Selection Committee.

Section 2. Duties

Between July 1 and November 15, the Alumni Association Selection Committee shall meet to
select members of the Board of Directors, officers of the Association (except for the Executive
Vice President and the Secretary), and nominees for term membership on the MIT Corporation.

a) Term Members of the Board of Directors . The Alumni Association Selection Committee
shall select one term member (who shall be an Alumni/ae Member of the Association or any
Associate Member whose eligibility is established by a vote of the Board of Directors) to the
Board of Directors from each electoral district, except for the international district from which
the Alumni Association Selection Committee shall select two term members. Term members of
the Board of Directors shall serve for staggered three-year terms with the terms of one-third of
these members expiring each year.

b) Young Alumni/ae Members of the Board of Directors . The Alumni Association Selection
Committee shall select two young alumni/ae members to the Board of Directors. Such members
shall serve for a three-year term with one such member selected in two of every three years and
shall be selected from all young alumni/ae (i.e. alumni/ae whose earliest affiliation is with a class
or graduate group which received an Institute degree within the previous ten years), with a
preference that one of the young alumni/ae members be chosen from among the young alumni/ae
representatives who are members of the MIT Corporation in the fourth, fifth, or immediate past
service year.

c) Officers of the Association . The Alumni Association Selection Committee shall select from
among Alumni/ae Members or any Associate Members whose eligibility is established by a vote
of the Board of Directors the officers of the Association (except for the Executive Vice President
and the Secretary) by a 3/4 vote of the full membership of the Alumni Association Selection
Committee (counting the Chairperson). The name of the President-Elect of the Association shall
be published in Technology Reviewshortly before the President-Elect becomes President.

d) Alumni Representatives on the MIT Corporation. The Alumni Association Selection

Committee shall select from among Alumni/ae Members or any Associate Members whose
eligibility is established by a vote of the Board of Directors nominees for term membership on
the MIT Corporation (whose service will begin at the beginning of the second succeeding fiscal
year) in number the same as the number of places to be filled. A 3/4 vote of the full membership
of the Alumni Association Selection Committee (counting the Chairperson) shall be required for
selection of a nominee for term membership on the MIT Corporation. The Executive Vice
President shall deliver to the Secretary of the MIT Corporation the names of the nominees for
term membership on the MIT Corporation. Should a vacancy occur among the term members of
the MIT Corporation, upon recommendation of the Alumni Association Selection Committee,
the Board of Directors may appoint a nominee to fill the vacancy. The names of new term
members of the MIT Corporation shall be published in Technology Reviewas soon as practical
after approval by the Corporation.

Article VII. Elections

Section 1 Districts

The Association's Members shall be divided into electoral districts. A Member's electoral district
shall be determined by the Member's principal mailing address, as furnished to the Association
from time to time. The number of electoral districts and the boundaries of each electoral district
may be changed at any time by the Board of Directors by changing this Bylaw as provided in
Article XIII of these Bylaws. The electoral districts shall be as follows:

DISTRICT #1: Arlington, Belmont, Brookline, Cambridge, Everett, Malden, Medford, Newton
and Chestnut Hill, Somerville, Watertown and Suffolk County, Massachusetts

DISTRICT #2: Brockton, Essex County and those parts of Middlesex and Norfolk Counties that
are not in District #1, Massachusetts

DISTRICT #3: Connecticut (excluding Fairfield County) - Maine - Massachusetts (excluding

Districts #1 and #2) - New Hampshire - New York (excluding those counties in District #4) -
Rhode Island - Vermont

DISTRICT #4: Fairfield County, Connecticut - Bergen, Essex, Hudson, Morris, Passaic,
Somerset, Sussex, Union and Warren Counties, New Jersey - Bronx, Kings, Nassau, New York,
Queens, Richmond, Rockland, Suffolk and Westchester Counties, New York
DISTRICT #5: Delaware - Indiana - Kentucky - Michigan - New Jersey (excluding those
counties in District #4) - Ohio - Pennsylvania - Tennessee - West Virginia

DISTRICT #6: District of Columbia - Maryland - North Carolina - Virginia

DISTRICT #7: Alabama - Arkansas - Florida - Georgia - Louisiana - Mississippi - Missouri -

Puerto Rico - South Carolina - Texas

DISTRICT #8: Alaska - Colorado - Idaho - Illinois - Iowa - Kansas - Minnesota - Montana -
Nebraska - North Dakota - Oklahoma - Oregon - South Dakota - Washington - Wisconsin -
Wyoming

DISTRICT #9: American Samoa - Arizona - California (excluding those counties in District #10)
- Guam - Hawaii - Marshall Islands - Federated States of Micronesia - Nevada - New Mexico -
Northern Mariana Islands - Palau - Utah

DISTRICT #10: Alameda, Contra Costa, Del Norte, Humboldt, Lake, Marin, Mendocino,
Monterey, Napa, San Benito, San Francisco, San Mateo, Santa Clara, Santa Cruz, Solano and
Sonoma Counties, California

INTERNATIONAL
DISTRICT #11: Any place outside Districts #1 through #10

Section 2. Election of the Alumni Association Selection Committee

At the annual meeting of the Board of Directors, upon recommendations by the Executive Vice
President, the Board shall set specific dates in the upcoming fiscal year for the process to timely
elect members of the Alumni Association Selection Committee. The Board of Directors shall
establish (i) a last date by which nominations are to be received for members of the Alumni
Association Selection Committee; (ii) the date by which ballots for election of members of the
Alumni Association Selection Committee are to be made available to all Alumni/ae Members of
the Association; and (iii) the date by which all ballots are to be returned to be counted.

Section 3. Nominations for Members of the Alumni Association Selection Committee

All nominations of Alumni/ae members to serve on the Alumni Association Selection Committee
shall be submitted to the Executive Vice President on behalf of the Board of Directors.
Nominations must be in writing and contain the name of the nominee. Nominations shall be
solicited from MIT Clubs, classes or other alumni/ae groups or associations approved by the
Board of Directors, Standing Committees of the Board of Directors, and members of the Board
of Directors.

Section 4. Voting for Members of the Alumni Association Selection Committee

Ballots shall contain the names of at least three nominees for membership on the Alumni
Association Selection Committee from each electoral district in which a vacancy has occurred or
is scheduled to occur on June 30 of the current year and the names of the then current members
of the Alumni Association Selection Committee. The Board of Directors, or its executive
committee, shall present to the Executive Vice President nominations for the Alumni Association
Selection Committee for each electoral district which has failed to make its own nominations.
Ballots shall be transmitted in a manner so as to reach all Alumni/ae members of the Association
for which the Association has land, post office or electronic addresses and made available on the
Association's website. Each Alumni/ae member of the Association may vote for one member of
the Alumni Association Selection Committee for each electoral district regardless of where the
Alumni/ae member resides. To be counted a ballot must be returned to the Association with the
voter's signature or equivalent and an identification of the voter's class or graduate course. The
nominee receiving the largest number of votes in each electoral district shall be deemed elected.
If there is a tie, it shall be resolved by lot drawn by the Executive Vice President. The Executive
Vice President shall notify each nominee elected to the Alumni Association Selection Committee
and shall cause a list of such new members to be published in Technology Reviewas soon as
practical.

Article VIII. Other alumni/ae groups or associations

Members of the Association residing in a given locality or having a special set of goals or
interests may form an alumni/ae organization, which, upon approval of the Board of Directors,
shall be designated as an MIT Club or by a designation appropriate for the purposes for which it
was organized.

Article IX. MIT Annual Fund; MIT Annual Fund Board

Section 1. MIT Annual Fund

The Association shall undertake the solicitation and collection of an annual fund for the benefit
of the Institute, as specified in Section 7 of this Article IX (the "MIT Annual Fund").

Section 2. MIT Annual Fund Board: Powers and Duties

The solicitation and collection of the MIT Annual Fund shall be supervised and directed by the
MIT Annual Fund Board. The MIT Annual Fund Board shall have the responsibility to devise
means of solicitation for the MIT Annual Fund, which shall be in accordance with the policies
and procedures of the Institute, and may, at its discretion, encourage donors to designate their
contributions for specified uses to the benefit of the Institute. The MIT Annual Fund Board shall
have the power to establish committees as it sees fit to carry out any of the responsibilities of the
MIT Annual Fund Board. The MIT Annual Fund Board shall publish an annual report of gifts to
the Institute through the MIT Annual Fund.

Section 3. MIT Annual Fund Board: Membership

The MIT Annual Fund Board shall consist of its Chairperson, fifteen members chosen from
among Alumni/ae Members or any Associate Members whose eligibility is established by a vote
of the Board of Directors appointed by the Board of Directors for staggered terms of three years
commencing on July 1 (term members), and up to six members-at-large appointed for a term of
one year by vote of the MIT Annual Fund Board. The President of the Association shall be a
voting member of the MIT Annual Fund Board. The Executive Vice President, the Director of
the MIT Annual Fund, the Treasurer of the Institute, and the Vice President of the Institute with
Resource Development responsibility shall be non-voting ex officio members. At the conclusion
of his or her term, the immediate past Chairperson of the MIT Annual Fund Board shall be a
voting member for two additional years.

Section 4. MIT Annual Fund Board: Meetings

The MIT Annual Fund Board shall hold at least three meetings each year on such dates as shall
be designated by the MIT Annual Fund Board and stated in the notice of the meeting. Eight
voting members of the MIT Annual Fund Board shall constitute a quorum.

Section 5. MIT Annual Fund Board: Officers

The Chairperson of the MIT Annual Fund Board shall be appointed to serve a two-year term by
the Board of Directors from among the Alumni/ae Members of the Association, with a
preference towards members of the MIT Annual Fund Board. The Board of Directors, with the
concurrence of the President and of the Executive Committee of the Institute, shall appoint the
Director of the MIT Annual Fund, who shall act as the principal executive officer of the MIT
Annual Fund Board and be responsible to carry out the policies and plans of the MIT Annual
Fund Board.

Section 6. Sole Solicitation

The solicitation and collection of the MIT Annual Fund shall be the only general solicitation of
funds from alumni/ae on an annual basis and shall be conducted as prescribed in these Bylaws.

Section 7. Institute Funds

All contributions to the MIT Annual Fund shall be made subject to the provisions of these
Bylaws. Contributions to the MIT Annual Fund shall be considered to be contributions to the
Institute. The MIT Annual Fund is a fund of the Institute to be dealt with, at the Institute's
discretion, subject to legitimate donor designation.

Section 8. Annual Report

The MIT Annual Fund Board each year shall report in detail to the Board of Directors and
publish a statement to alumni/ae showing total contributions to the MIT Annual Fund, and all
other contributions by alumni/ae to the Institute about which information is available to the MIT
Annual Fund Board.
Article X. Publications

Section 1. Official Organ

The alumni pages of Technology Reviewshall be the official organ of this Association.

Section 2. Subscription

Every Alumni/ae Member and Honorary Member of the Association shall be entitled to receive
an annual subscription to Technology Review, including the alumni pages. Associate Members
must contribute to the MIT Annual Fund to receive Technology Review.

Article XI. Affiliation; membership application

Section 1. Affiliation

Members of the Association who wish to change their affiliation from that to which they are
assigned on the official records of the Association may make written request to the Executive
Vice President, who shall have the power to approve such request on behalf of the Association.
Upon approval of such request, the records of the Alumni/ae Register shall be changed to show
the affiliation desired by the Member, and the new affiliation shall be used with such Member's
name in all Association matters thereafter.

Section 2. Membership Application

Applications to approve full-time non-degree-granting MIT academic programs for Associate

Member status pursuant to Sections 2(a) and 2(b) of Article III of the Constitution shall be
submitted in writing to the Executive Vice President for approval by the Board of Directors.
Applications to be an Associate Member pursuant to Section 2(c) of Article III of the
Constitution shall be submitted in writing to the Executive Vice President for approval by the
Board of Directors.

Article XII. Amendments

These Bylaws may be amended at any meeting of the Board of Directors by the act of three-
quarters of the full Board of Directors, provided that notice of such meeting, with the purpose
thereof, is given in the same manner as if such meeting is a special meeting of the Board of
Directors.