June is a busy time at the HCHSAA, with our Milestone Class Reunion and Annual Meeting, which includes a request for proxy voting from the broader membership. Due to changes in membership dues (which were reduced to zero in this fiscal year to encourage greater diversity and engagement by alumnae/i), we have compiled the following list of frequently asked questions (FAQs) about these events.
Membership and Proxy Voting FAQs
Q: I have a number of proxies. How will I be able to vote?
A: During balloting, you will be able to vote for yourself and for those who have granted you their proxy. If you hold 6 or more proxies, we are requesting that you complete this template, and also provide the HCHSAA with a link to the documents (e.g. to a Drobbox, Google, or OneDrive folder) so that the Inspectors may verify votes.
Q: Is the Annual Meeting being postponed?
A: The Board received a request to postpone the meeting based on alleged procedural issues. The Board disagrees and has denied the request. A copy of the response can be viewed here. The Annual Meeting will proceed on June 5th, 2021 as scheduled.
Q: Do I need to complete the Membership and Proxy form I received? Are all alums members of the HCHSAA now?
A: Last December, the Board voted unanimously, in principal, to eliminate membership dues, in an effort to be more inclusive and to drive greater and more diverse engagement from alumnae/i. Due to restrictions contained in the by-laws (7.07), the only way for the Board to effectively accomplish this during this fiscal year (rather than waiting until next year) was to reduce dues to zero, which maintains the requirement for eligible individuals to take some positive action each fiscal year to obtain or maintain membership. Since dues have not been requested or collected this fiscal year, it was determined that the best way to achieve the largest possible membership (and fulfill the spirit of the resolution that was passed in December) was to add a membership “application” to the proxy request the Board makes every year.
Q: I never received the email with the form or I can’t complete it online and would like a copy so I can print it out. How can I receive one?
A: Simply send an email to email@example.com requesting either a form that can be completed online, or an attached form that can be printed, signed, and scanned or faxed back, and we will fulfill requests as we receive them. Requests for membership for this fiscal year must be received by Wednesday, May 26th, the Record Date for the June 5th meeting.
Q: What is a proxy?
A: A Proxy is a way for members eligible to vote to assign their vote in advance to another person if they are not able to attend the meeting and/or wish to have another person or persons represent them. According to our by-laws, proxies are only valid for 11 months and may be granted or rescinded at any time at the discretion of the member until a vote is taken.
Q: Why does the HCHSAA want my proxy?
A: In order to conduct business at a meeting, a quorum must be achieved. According to our by-laws (1.09), a minimum of 100 or 10% of members is required at the annual meeting. Pre-pandemic, Annual Meetings were held in-person only in the auditorium of the High School following the General Assembly at Reunion. In general, these meetings were not attended in sufficient numbers by members to conduct business without proxies being provided in advance of the meeting. In addition to achieving a quorum, the Board wishes to seat the slate of Board nominees it has recommended, and to amend the Certificate of Incorporation, which were both passed at the May 11th Board Meeting, and now require ratification by the members. Granting your proxy to the Executive Committee will help to ensure the ratification of these items, and to streamline voting for members that wish to see these items passed.
Q: Why does the HCHSAA want membership requests to be received by May 26th?
A: Given the large potential numbers of eligible individuals requesting membership this year, in order to have sufficient time to process and validate a record of members, the Board is authorized by the Bylaws (1.12) to set a “Record Date”, not more than fifty or less than ten days in advance of the Annual Meeting, the deadline for alumnae/i to complete their application for membership for that fiscal year and to be eligible to vote at the Annual Meeting. With the resolution to grant membership to those alumnae/i that paid the zero dues (in addition to being otherwise eligible for membership) being passed on May 11th, and this year’s Annual Meeting date being set for June 5th, the Record Date was set at the 10-day minimum in advance of the Annual Meeting. This provided the maximum allowable time for membership applications, since there are now significantly more eligible alumnae/i that may apply for zero dues membership than paid membership in the past.
Q: Do I have to give my proxy to the HCHSAA in order to become a member of the HCHSAA?
A: No, you do not need to give your proxy to the HCHSAA to become a member. The form was designed for ease-of-use and for the proxy to be optional. To apply for membership but not grant your proxy vote, please uncheck (or leave blank) the proxy option and sign and submit the form. As stated earlier, if you did not receive an online form, you may request one (or an attachment to download) from firstname.lastname@example.org.
Q: Do I have to give my proxy to someone?
A: No, you may apply for membership and decide, at any time until voting is complete, to vote for yourself (or abstain from voting) or to grant your proxy to someone else whether or not you attend the Annual Meeting.
Q: How will the HCHSAA use my proxy?
A: The Board completed an extensive recruitment, screening, and selection process in developing the current slate of Board nominees. Likewise, the Board carefully researched, discussed, and debated the resolution to amend the Certificate of Incorporation and voted overwhelmingly to approve the recommendations published. Your proxies will be used by the HCHSAA to ensure that the Annual Meeting achieves a quorum, and that the slate of Board nominees and amendments to the Certificate of Incorporation, the only two agenda items requiring a membership vote, are passed by the membership.
Q: I am unable to attend the meeting, but want to vote “yes” on one item, but “no” on the other. How can I do that through a proxy?
A: If you are not able to attend the meeting and do not wish to support both of the items listed on the Proxy form, you should not grant your proxy to members of the Executive Committee, who are voting in favor of both items. Our recommendation would be to identify another registered member of the AA who will vote for the positions you support, and then assign them your proxy.
Q: How were the current Board nominees selected?
A: The Governance Committee of the Board announced to all members beginning in February 2021 that nominations to serve on the Board should be submitted by April 1st, 2021. In addition, Board candidates were recruited by current Directors to ensure a diverse candidate pool. Interviews were held in April with members of the Governance Committee, which then met in late April to prepare a recommendation to the Board at its May 11th meeting. All of the applicants were impressive, which made the selection process extremely difficult. In the end, eight were recommended to the Board based on their experience, areas of expertise, diverse backgrounds, and range of locations and class years represented. In addition to the eight new candidates, the Governance Committee also recommended that the Board approve for a second three-year term the one Board member whose first three-year term expires June 30, 2021 and who volunteered to serve another three-year term. This slate of nine candidates was approved by the Board and is being submitted to the membership for its final approval. You may review their biographies here.
Q: Why is the Board recommending that the Certificate of Incorporation be amended?
A: The HCHSAA was founded in the early 1970s to support the high school, which was at risk of being closed during the New York City and State fiscal crises. When the HCHSAA was organized as a NYS non-profit in 1997, its charter was to provide support to the school and its students, or to organize alumnae/i to further the activities of the school and act as a resource to students.
As a natural evolution of the organization over some 50 years, and accelerated by the pandemic, some of the organization’s programs and activities have become more alumnae/i focused. These activities were determined by White & Case, the HCHSAA’s external counsel, to fall outside the original charter. Nonprofit organizations are only permitted to raise and spend monies on those activities specified in their Certificate of Incorporation. White & Case recommended that the HCHSAA amend the Certificate of Incorporation to include these expanded activities and plans, although the other choice would be to limit programs and activities to only those that fall within the existing charter. Not taking action exposes the HCHSAA to liability and jeopardizes its nonprofit status.
At the May 11th Board Meeting, the Board unanimously approved a resolution that the organization discontinue activities outside of its charter, and approved a resolution to amend the Certificate of Incorporation to encompass alumnae/i programs.
The Board plans to present arguments both in favor of and in opposition to the recommended amendments so that the membership may fully consider the matter from all angles. You may download the proposed changes here.
Q: What happens if the Certificate of Incorporation is not amended?
A: Because nonprofit organizations are prohibited from raising and spending monies on activities outside their Certificate of Incorporation AND the Board resolved to discontinue any activities that fell outside the Certificate of Incorporation, should the resolution to amend the Certificate of Incorporation fail, the Alumnae/i Association would discontinue or eliminate programs that fell outside of the purposes currently specified in the Certificate of Incorporation, including but not limited to the establishment of regional chapters, events that were alumnae/i-centric, alumnae/i professional networking or social programs, young alumnae/i networking, socials, and internships, and alumnae/i support groups and events. In addition, there would be an increased focus on high school and student support, along with an increased focus on developing alumnae/i volunteer programs to provide student resources such as mentoring. Our efforts to increase the diversity of the student body would remain constant. Reunion activities would likely remain mostly unchanged, with a reduction in support for class gatherings but with an increase in school support and class gift activities.
Q: When will I receive my invitation to attend the Annual Meeting?
A: After the Record Date (May 26, 2021), active members will be sent an invitation to register for the Annual Meeting. If you do not receive an invitation by Friday, May 28th, please email your inquiry to email@example.com.
(Visit the Reunion webpage for more information)
Q: When is the virtual Reunion?
A: Saturday, June 5th, 2021, 1:00-2:30 pm
Q: Which classes are celebrating milestone reunions this year?
A: Classes ending in 1 or 6
Q: Do I need to register to attend the Virtual Reunion?
A: No. A link to view the Reunion broadcast will be posted here: https://hchsaa.org/all-class-reunion-saturday-june-5-2021/