CUAA Constitution Update — Interview with James Liubicich ChE ’83

An Update on CUAA’s New Constitution, By-laws and the 501C3 Filings via an Interview with James Liubicich ChE ’83 Chairman of the Constitution Committee and Co-Chair of the Membership Committee

Q: Hello, thanks for agreeing to the interview.

A: Thanks for doing it!

Q: Provide a little background on your involvement with CUAA?

A: Since graduating 33 years ago I can say I was most involved only as a voter.  That changed in late 2013.  Like most Alums I tracked the events from afar and thought we would all have a happy ending.  When events did not turn out as most of us would have expected I became more involved.  This led to joining the 501C3 Committee in 2014, running for council in 2015 and chairing the Constitution Committee and the newly formed Membership Committee.

Q: Describe your work with the Constitution Committee?

A: When I began in July 2015, I thought the efforts would only take a few months of work, so that by autumn we would have revised documents.  I quickly found out it was a bit more complicated than that.  I also discovered there was perhaps a decade of  past efforts to revise the Constitution preceding our effort..  The Constitution Committee is comprised of some very dedicated members; Mary Lynch, Paul Nikulin, Doug Sharrott, Mark Vasquez, M’Liz Keefe and Ron Vogel.  I worked very closely with Nils Folke Anderson, Sean Cusack, Karina and all members of the Executive Committee throughout the process. Through a lot of hard work, we accomplished our initial goal — the New Constitution was overwhelmingly approved by the Membership in the 2016 Spring Election.

Q: Would you consider the changes to the Constitution as significant?

A: Some were significant, for example, changing the President’s term from 1 year to 2 and separating the offices of Secretary and Treasurer.  The Constitution recognizes Seniors as members with voting rights for the spring election of their Senior year, so they can become active in CUAA while still in school..  The mission of the CUAA was expanded to include charitable and education purposes under 501C3..  We also modernized the CUAA by declaring we want to be paperless and handle member registration via the internet, and by ensuring the CUAA complies with the current New York Not-for-Profit Laws.

Q: Would you consider the changes to the By-laws as significant?

A: The most significant change to the Bylaws is that the Council by majority vote with ratification by the Executive Committee can approve changes.  This allows the document to live for changing needs that will allow the Association to be more fluid into the future.  The early going shows our new governance is working well within the established framework of our Constitution, it Bylaws and Roberts Rules of order.

Q: What steps were taken to revise the Constitution for 501C3 compatibility?

A: Revising the Constitution was our first step in transforming the CUAA from a “social-recreational club” under 501c7 to a charitable organization under 501c3.  As part of these revisions, we needed to implement a legally-compliant governing structure, including recognizing the Council as Directors, and impose upon them a conflict-of-interest policy.   To complete this transformation, we also had to amend CUAA’s original Certificate of Incorporation—which was created in 1943 under New York’s old corporate laws—so it would comply under New York’s Not-for-Profit Law and contain the 501C3 provisions required by the IRS.  Thankfully we received a lot of pro bono assistance from our alumni attorneys Doug Sharrott, Bob Fischer and Ron Vogel.

Q: What is the status of becoming a 501C3?

A: At the Council’s October 2016 meeting, the Council approved the “CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF THE COOPER UNION ALUMNI ASSOCIATION, INC. UNDER SECTION 803 OF THE NOT-FOR-PROFIT CORPORATION LAW” with slight language modifications.  This document will soon be filed with the NYS Department of State for approval  The next step will be to file IRS Form 1023, to obtain the IRS’s approval of CUAA’s 501C3 status.

Q: Can you expand on some of the background related to the initiative to become a 501C3?

A:  A 501C3 designation will allow donors making donations to the CUAA to take a tax deduction These donations can help the CUAA to become economically self-sufficient, and in turnsupport and preserve the Cooper Union.

Q: What does the future look like to you?

A: The future looks very bright.  From my perspective my workload on governance is drastically reduced and my focus has been to shift to my involvement as co-chair of the newly formed Membership Committee.  It has been great to work with Co-Chair Ling Chang, newly elected to the Council and the other Members, Lynn Lander, Barry Drogin, Claudia Giordano and Shankaraman.  Membership is working closely with the Executive Committee and the CU’s Alumni Office.  It has been great to work with our Officers who are extremely dedicated to the strengthening of CUAA and the support of CU.  We all need to work toward open communication and transparency the hard work is still ahead of us. Participation, inclusion and engagement are expected from the members.  I can plug one of the major initiatives of Membership under Ling’s leadership to work with CU on ensuring we can efficiently contact the membership by coordinating contact databases.  Additionally Lynn Lander is heading up an effort to rejuvenate Regional and Class Reps to drive engagement and support.  We seem to be limited only by our creativity and since I arrived at CU in 1979 I have found there is no lack of creativity among our community.  We now are poised to channel that creativity in re-establishing Peter Cooper’s legacy of a free education to all students.


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