Name, Office, and Organizational Structure
1.1 Name: This Association shall be known by the name “Harvard Extension Alumni Association (HEAA).”
1.2 Office: The principal office of the Association shall be located at Harvard Extension School in the County of Middlesex, City of Cambridge, Commonwealth of Massachusetts.
1.3 Organizational Structure: The Association, founded in January of 1968, is a part of Harvard Extension School. All powers, activities and affairs of the Association shall be exercised and managed by its officers and directors, including staff as designated by the Dean of Continuing Education. Harvard University will retain control over the fiscal matters of the Association.
1.4 Fiscal Year: The fiscal year of the Association shall end on June 30 of each year.
Purpose
2.1 The purposes of this Association shall be to reach, serve, and engage all Extension alumni; to foster a lifelong intellectual and personal connection between the school and its graduates; and to provide Harvard Extension School and Harvard University with goodwill and support.
Membership
3.1 Alumni, certificate holders and persons whose names appear on the alumni records of the Extension School, shall be members of the Association as provided in the Bylaws.
a. Alumni Membership: Harvard Extension School undergraduate or graduate degree holder or holder of a certificate earned prior to fall 2010 shall be alumni members. Alumni members are simultaneously members of the Harvard Alumni Association (HAA).
b. Associate Membership: Holders of certificates and credentials earned after fall 2010 shall be Associate Members. Associate Members are not members of the Harvard Alumni Association (HAA).
Structure of Officers and Committees
4.1 Composition: The Board of Directors (“Board”) shall be composed of:
a. “Directors” including President, Vice President, Secretary, and Directors.
b. “HAA Directors” as appointed by the Dean of Continuing Education as well as elected by alumni in the HAA election.
4.2 Standing Committees: Standing Committees of the Association are allowed with duties provided in the Bylaws. Committee Chairs shall be appointed by a majority vote of the Board. The Dean of Continuing Education, or his or her designee, shall serve in a non-voting, advisory capacity on all committees.
4.3. All committees shall be allowed to create rules for the efficient operation and performance of their duties. Committee rules must be approved by a simple majority of the board before being implemented.
4.4 Ad Hoc Committees: Such committees may be established pursuant to the Bylaws.
Powers and Duties of the Board
5.1 Powers: The affairs of the Association shall be managed by the Board of Directors, which shall have and may exercise all the powers of the Association, except those powers reserved to the Members provided herein or in the Bylaws.
5.2 Duties: Directors shall have oversight of the affairs of the Association, terms and duties as provided herein or in the Bylaws. Committee Chairs shall have the duties and terms of office provided herein or in the Bylaws.
Terms, Election and Nomination Procedures
6.1 Terms of Office
a. All Directors shall serve for a designated term limit as specified in the Bylaws.
b. Term limits: No officer shall serve more than two consecutive terms in the same office.
c. HAA Directors serve at the pleasure of the Dean of Continuing Education for a term stipulated by the Harvard Alumni Association.
6.2 Nomination, Election, Appointments and Removals
a. Eligibility to hold a position is limited to Alumni Members in good standing with Harvard University.
b. Directors shall be elected by the membership by a process provided in the Bylaws which may be amended from time to time.
c. HAA Directors shall be appointed by the Dean of Continuing Education.
d. Vacancies shall be appointed by a process provided in the Bylaws.
e. Removals will be administered by a process as provided in the Bylaws. The Dean, or his/her designee, maintains the right to review and act upon the process of removal of any Director or officer.
f. Committee Chairs and any additional positions established pursuant to the Bylaws shall be nominated by a Board member and confirmed by a majority vote of the Board of Directors.
6.3 Election Timeline: Candidates shall be elected by Alumni Members at least twenty-one days prior to the Annual Meeting, and elected candidates shall take office on the succeeding first day of July. The timeline and procedures for the election and nomination process shall be pursuant to the Bylaws and only delayed in the case of a national/state emergency or university closing.
Meetings
7.1 Annual Meeting: The Association shall hold an annual meeting for the alumni of Harvard Extension School prior to the end of the fiscal year, unless delayed or cancelled due to an unforeseen national or state emergency or university closing.
7.2 Regular Meetings: The Board shall meet at least two times per academic year.
7.3 Annual Meeting notification: The Annual Meeting shall have at least a thirty-day email notice or other means approved by the Board provided to all Association members.
7.4 Quorum:
a. Annual and Special Meeting: Two thirds of the Officers, numbering no fewer than six who are in good standing, must be present to constitute a quorum for the Annual Meeting or special meeting of the Members.
b. Regular and Additional Meetings of the Board of Directors: a simple majority of voting-eligible Board members, must be present to constitute a quorum for Regular and Additional Meetings of the Board of Directors.
Amending the Constitution and Bylaws
8.1 Amending the Constitution:
a. Board Recommendation: All proposed amendments to the Constitution must be approved by a majority vote of the Board of the members present, with no less than the minimum number stipulated in the Bylaws, to present the amendment to the regular members for a vote.
b. A thirty-day notice comment period will proceed any vote by the alumni body.
c. Vote: All amendments must be approved by a simple majority of the votes cast by alumni members.
8.2 Amending Bylaws: The Bylaws may be amended by a two-thirds majority vote of the Board, with at least thirty-days’ notice provided of the amendment to the existing Board.
Conflict of Interest
9.1 Conflict of Interest: No member of the Board shall engage in any conduct that constitutes a conflict of interest between his or her obligations to the Association and his or her obligations to any other person or body concerning HEAA matters. A conflict of interest may be brought to the Governance Committee, which will follow standard practices as defined in the Bylaws.
10.2 Temporary Conflicts and Self-reporting: A Board member shall temporarily recuse him or herself and provide notice to the Governance Committee if a conflict of interest arises with the Board of Directors or while serving on a committee on issues that relate to the conflict of interest.
Procedural
10.1 The Association will adhere to Robert’s Rules of Order. In case of procedural questions, Robert’s Rules of Order will govern.
Dissolution
11.1 The Association may be dissolved by a vote of three-fourths of the Board, which includes no fewer than six people.
Bylaws
1. Levels of Membership
a. Alumni Membership: Alumni members are voting members who are eligible to hold office on the HEAA Board of Directors. Alumni members enjoy all benefits of HEAA (and HAA) membership, including access to exclusive social and networking events and lifelong learning opportunities.
b. Associate Membership: Associate members will be granted access to exclusive social and networking events and lifelong learning opportunities, but will not have the right to vote or hold office. Associate members are not members of the Harvard Alumni Association (HAA).
2. Directors: The Directors shall be President, Vice President, Secretary, and Head of Governance and three or more Directors whose number shall be no less than seven. Directors set policy, work on various engagement initiatives and oversee the management of the HEAA.
3. Standing Committees: Current Committees include the Executive Committee, , Nominating and Governance Committee, Global Engagement Committee, Lifetime Learning Committee, Marketing Committee, and Development Committee.
4. Ad Hoc Committees: The Board may establish Ad Hoc Committees as deemed advisable by a majority vote. Current Ad Hoc Committees include the Awards Committee and Election Committee.
5. Terms of Office: Officers shall serve for the following terms with no more than two consecutive terms in the same office.
- Nomination and Election Process: Alumni Members of the HEAA shall elect the Association’s officers. The nomination and election process are the responsibility of the Nominating & Governance Committee in conjunction with the Election Committee.
The Nominating & Governance Committee will receive a list of board nominees from the Office of Advancement and/or the Election Committee for review. Their review process will analyze the candidates’ qualifications in order to best serve the board’s needs. The Nominating & Governance Committee will then present their list of endorsed candidates to the Election Committee for their review and approval.
The Election Committee will be appointed by the HEAA President and will consist of three officers and the Dean’s designee. The Election Committee will be responsible for ensuring that the election timeline and procedure is followed accurately:
a) The nomination process will begin by the first Saturday of April and conclude no sooner than the third Saturday of April, unless the University mandates a delay due to a national/state emergency or university closing.
b) The Election Committee will actively encourage members of the Association to make nominations and Alumni Members may nominate themselves.
c) Each eligible nominee must contact the Election Committee by completing an online nomination form.
d) The Election Committee will share the information disclosed by the candidates for each eligible nominee with the Nominating & Governance Committee for their review.
e) Members of the Election Committee will be available to answer any questions regarding any eligible nominee’s interest.
f) The Election Committee will establish the process for electing candidates to the Board based on specific criteria to be determined for each election.
g) The Elections Committee will have a finalized ballot by the fourth Saturday of April.
h) The Elections Committee will submit to each member a slate of candidates seeking office by the first Saturday of May.
i) Elections will close a minimum of 10 (ten) days after the finalized ballot has been published.
j) The Elections Committee will announce the election’s results no later than by the third Saturday of May.
7. Vacancies
a. Vacancies occurring in any office, except the offices of President, Vice President and HAA Director, shall, in consultation with the Election Committee, be filled for the unexpired term by a majority vote of the Board.
b. In the event of a vacancy in the office of President, the Vice President then in office shall serve as President for the unexpired term.
c. In the event of a vacancy in the office of Vice President, a special election shall be held within 120 days of the vacancy to fill the unexpired term. However, if the vacancy occurs within 120 days of the regular election, there will be no special election.
d. In the event that there is a vacancy in both the office of the President and the Vice President, the Dean or his or her designee shall appoint an Acting President and Vice President until a special election can be held within 120 (one hundred twenty) days. However, if these vacancies occur within 120 days of the regular election, there will be no special election.
e. Vacancies occurring among HAA Directors shall be filled for the unexpired term by the Dean of Continuing Education.
f. Vacancies occurring among Committee Chairs, and any additional positions established pursuant to the Bylaws shall be filled by a majority vote of the Board to fill the remainder of the existing term.
8. Removal from Office and Disciplinary Action
8.1 Cause for Removal: The following may be considered causes for review and removal of any Director, Committee Chair, and Committee Member from their office:
a. Actions detrimental to the spirit and purpose of the Association.
b. Consistent and willful violations to the rules herein and as pursuant to the Bylaws.
c. Failure to fulfill the responsibilities and duties of their position as pursuant to their position description.
d. Unreported conflict of interest.
8.2 Removal Procedures:
a. Notification of the Governance Committee: If the Dean of Continuing Education or his or her designee, or at least three members of the Board, feel that there is cause for removal, an email or written notice must be provided to the Governance Committee.
b. Notification to the Accused & Response: The Governance Committee must provide written or email notice to the accused and to the Board within thirty days of receiving the request to review. The accused has two weeks to respond to the notice.
c. The Governance Committee shall then provide its recommendation to the Board within thirty days of receiving the initial notice to review.
8.3 Probation: Once written notice for review is provided to the Governance Committee, the accused may be placed on probation, until such time as the issue is resolved by the Board. While on probation, the accused is not entitled to vote on any matters brought up for a vote by the Board.
8.4 Removal and Disciplinary Action: In consultation with the Governance Committee, the Board of Directors, by a two-thirds vote, shall have authority to remove accused members of the Board of Directors, Committee Chairs, and Committee Members from their office or position for causes as specified herein or as further defined in the Bylaws. The Board retains the option, by a majority vote to take disciplinary action, including an explicitly stated period of probation, in lieu of removal. The Dean or his or her designee may unilaterally remove a member for violation in accordance with Article 8 hereof.
Updated March 30, 2023
