The name of the corporation is The William & Mary Alumni Association (the “Association”), a Virginia nonstock corporation.
The purpose of the Association is to organize the alumni of The College of William & Mary (“William & Mary”) in one general body, so as better to keep alive the memories of college life, and by their united efforts, the more efficiently to aid in the promotion of the welfare of William & Mary.ARTICLE III
RIGHTS AND RESTRICTIONS
The Association is organized exclusively for charitable, educational, and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of the Association shall inure to the benefit of or be distributable to its incorporator, members, directors, officers, or other private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.ARTICLE IV
The assets of the Association are at all times dedicated to the purposes of the Association. If for any reason it becomes necessary to dissolve or liquidate the Association, the remaining assets, after payment of debts and compliance with all other obligations of the law, may be distributed, transferred or conveyed to one (1) or more corporations, organizations or institutions organized and operated exclusively for scientific, educational, or charitable purposes that qualify for tax exemption under Section 501(c)(3) of the Internal Revenue Code that the Board selects and/or is directed by a court of competent jurisdiction. If more than one (1) beneficiary is named, the Board determines the proportion of the distributions.ARTICLE V
The Association shall have one or more classes of Members as designated in its Bylaws. The Bylaws shall also state the qualifications and rights of Members of each class and shall confer, limit, or deny the right to vote.ARTICLE VI
The number of Directors of the Association shall be fixed in its Bylaws. At each annual meeting of the Board of Directors, one group of Directors shall be elected by the Members as described in the Bylaws for a term of three (3) years to succeed those whose terms expire. A Director may serve two consecutive terms and thereafter shall not be eligible to serve as a Director until he or she has not served as a Director for a period of one year or more; provided, however, that partial terms shall not count for purposes of the foregoing limitation and the term of a Director who is currently serving as the President of the Association or is elected to serve as the President at the time of expiration of his or her term as a Director (or any extension of such term under this provision) shall be extended for such period as is necessary to permit such Director to complete his or her service as the President. Notwithstanding the term limits stated above, the term of the President of the Board of Directors shall be extended, if necessary, after the expiration of such person’s term as President to enable such person to remain on the Board of Directors as the Immediate Past President for a period of one year. No individual shall be elected as a Director without his or her prior consent.
LIMIT ON LIABILITY AND INDEMNIFICATION
7.1 Definitions. For purposes of this Article the following definitions shall apply:
- “expenses” include counsel fees, expert witness fees, and costs of investigation, litigation, and appeal, as well as any amounts expended in asserting a claim for indemnification;
- “Association” means this corporation only and no predecessor entity or other legal entity;
- “legal entity” means a corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise;
- “liability” means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan;
- “predecessor entity” means a legal entity the existence of which ceased upon its acquisition by the Association in a merger or otherwise; and
- “proceeding” means any threatened, pending, or completed action, suit, proceeding, or appeal whether civil, criminal, administrative, or investigative and whether formal or informal.
7.2 Limit on Liability. In every instance in which the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the Association, the Directors and officers of the Association shall not be liable to the Association.
7.3 Indemnification of Directors and Officers. The Association shall indemnify any individual who is, was, or is threatened to be made a party to a civil, criminal, administrative, investigative, or other proceeding (including a proceeding by or in the right of the Association) because such individual is or was a Director or officer of the Association, or because such individual is or was serving the Association or any other legal entity in any capacity at the request of the Association while a Director or officer of the Association, against all liabilities and reasonable expenses incurred in the proceeding, except such liabilities and expenses as are incurred because of such individual’s willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Association shall be deemed service at the request of the Association. The determination that indemnification under this Section 7.3 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, (i) in the case of Directors and officers of the Association, as provided by law, and (ii) in the case of persons other than Directors and officers of the Association, as provided in Section 7.4 of this Article; provided, however, that, with respect to a determination under Section 7.3(i), if a majority of the Directors of the Association has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the Director or officer claiming indemnification, be made by special legal counsel selected by agreement of such person and the Board of Directors. Unless a determination has been made that indemnification is not permissible, the Association shall make advances and reimbursements for expenses incurred by a Director or officer in a proceeding upon receipt of an undertaking from such Director or officer to repay the same if it is ultimately determined that such Director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the Director or officer and shall be accepted without reference to such Director’s or officer’s ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Director or officer acted in such a manner as to make such Director or officer ineligible for indemnification. The Association is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its Directors or officers to the same extent provided in this Section 7.3.
7.4 Indemnification of Others. The Association may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its Directors and officers pursuant to Section 7.3, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees, and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Association, and may contract in advance to do so. The determination that indemnification under this Section 7.4 is permissible, the authorization of such indemnification, and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person’s rights under Section 7.3 of this Article shall be limited by the provisions of this Section 7.4.
7.5 Miscellaneous. The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person’s heirs, executors, and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the Association. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Association, and indemnification under policies of insurance purchased and maintained by the Association or others. However, no person shall be entitled to indemnification by the Association to the extent he or she is indemnified by another, including an insurer. The Association is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the Association or any other legal entity at the request of the Association regardless of the Association’s power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the Association from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable.
7.6 Amendments. The rights to indemnification and the advancement and reimbursement of expenses conferred in this Article shall be deemed contract rights between the Association and each individual entitled to such rights and shall vest at such time as the act or omission giving rise to the rights under this Article occurs. Once vested, an individual’s rights under this Article with respect to such act or omission shall not be reduced or eliminated by any subsequent repeal, modification, or amendment of these Articles of Incorporation or of the Association’s Bylaws.
INTERNAL REVENUE CODE
Each reference in these Articles of Incorporation to a section of the Internal Revenue Code means such section of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law.
Amended and Restated 6/18/2020