Bylaws of the William & Mary Alumni Association

 

MEMBERS

  • Membership. The William & Mary Alumni Association (the “Association”) endorses the non-discrimination policies established by The College of William & Mary (the “University”).
  • Classes of Members. There shall be the following four (4) classes of Members of the Association with the rights described herein:
    • “Alumnus” or “Alumna” Members.  Alumnus or Alumna Members shall be any former student of the University’s program for credit during the regular academic session in Williamsburg who (a) has received an earned degree from the University, or (b) has been enrolled for at least one (1) term and has received honorable dismissal from the University.  Alumnus or Alumna Members are eligible to vote in elections for Directors of the Board of Directors and, subject to the provisions of these Bylaws, are eligible to be elected to serve as an officer of the Association or a Director of the Board of Directors.
    • Honorary Alumni Members.  Honorary Alumni Members shall be members of the University community who do not otherwise meet the criteria established for membership but are designated as Honorary Alumni Members with the approval of a majority of the Board of Directors.  The selection of Honorary Alumni Members of the University shall be exclusively the purview of the Association but based on careful consideration of service by individuals on behalf of University, the Association, one of the schools, academic departments, or active organizations that provide volunteer and financial support.  Honorary Alumni Members shall not have the right to vote in elections for Directors of the Board of Directors or be eligible to serve as an officer of the Association or a Director on the Association’s Board of Directors.
    • Honorary Degreed Alumni Members.  Honorary Degreed Alumni Members shall be holders of honorary degrees from the University.  Such persons are automatically accorded membership in the Association and are eligible to vote in elections for Directors of the Board of Directors.  Honorary Degreed Alumni Members cannot be elected to serve as an officer of the Association or as a Director of the Board of Directors.
    • Associate Members. Associate Members shall include retired members of the faculty and administrative staff of the University upon the approval of the Board of Directors.  Other persons who may be considered to be Associate Members include parents, community, and friends of the University.  Associate Members shall not have the right to vote in elections for Directors of the Board of Directors or be eligible to serve as an officer of the Association or a Director on the Association’s Board of Directors.
  • Rights and Privileges of Members. Other than the rights designated above and subject to the provisions set forth in Section 7.4 of these Bylaws, Members shall not have the right to vote on any matter.  All other rights and privileges of the Association shall be shared in equally by all four classes of membership.
  • Resignation of Member. Resignations shall be submitted in writing to the President or Secretary and shall be effective as of the date received.

MEETINGS OF MEMBERS

  • Annual Meetings. The annual meeting shall consist of one (1) meeting as determined by the Board of Directors. 
  • Special Meetings. Special meetings of the Members may be called by the Board of Directors or by petition of not less than four-hundred fifty (450) Members.  All names on a petition calling for a special meeting must be verifiable.
  • Place of Meeting. The Board of Directors may designate any location and time for an annual meeting or a special meeting of the Members.
  • Notice of Meetings. Written notice stating the place, day and hour of any meeting of Members shall be delivered by the Secretary of the Association by publication in the Association’s magazine, website, and/or electronic newsletter not less than twenty-one (21) days prior to the date of the meeting.  Notice of any special meetings shall state the purposes of the meetings.  No business shall be transacted at a special meeting that does not relate to the purposes stated in the notice. 
  • Informal Action by Members. Any action required to be taken at an annual meeting of the Members or any action which may be taken at an annual meeting of the Members may be taken without a meeting, if a ballot in writing or by electronic mail, setting forth the action to be taken, indicating the quorum and approval requirements, and specifying the time by which a ballot must be received by the Association to be counted, shall be made available to every Member entitled to vote on the matter as of a record date established as of the most recent December 31st or June 30th, as applicable, preceding the delivery of such ballot and the number of affirmative votes cast by such ballot equals or exceeds the number of votes that would be required to approve the action at a Members’ meeting.
  • Quorum. Members, whether in person or by proxy, holding one (1) percent of the votes which may be cast at any meeting shall constitute a quorum.  Matters requiring decision shall be determined by a majority of those members entitled to vote and present at a meeting at which a quorum is present.  If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting at any time without further notice.

 

DIRECTORS

  • General Powers. The Association shall have a Board of Directors.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation.
  • Qualifications. Only Members who have contributed to any recognized or accredited University fund in the last fiscal year shall be eligible to serve as a Director of the Association.
  • Number. The number of Directors of the Association shall be no more than twenty-five (25). 
  • Election and Term. Directors shall be elected for the terms set forth in the Articles of Incorporation.  The method for election of Directors shall be as follows:
(a)      A call for nominations shall be published in an issue of the Association’s magazine and/or electronic newsletter and nomination information will be listed on the Association’s website.  The Board Development Committee members will receive suggestions for nominations to the Board of Directors from the Members of the Association.
(b)      The Board Development Committee shall confer and consider all names that have been suggested.  The Board Development Committee shall select and recommend to the Board of Directors a slate of nominees to serve on the Board of Directors, the total number of which shall be equal to the number of upcoming vacancies.  Upon approval of the slate by the Board of Directors, the committee will certify the nominees to the Chief Executive Officer (“CEO”) for delivery to the editor of the Association’s electronic newsletter and/or magazine and/or to the Association’s website editor in sufficient time for publication in the issue of the Association’s electronic newsletter and/or magazine and/or the Association’s website that most closely precedes the date on which the ballot is first made available to Members.
(c)       In addition to the nomination process described above, members of the Association may petition nominations by securing signatures from no fewer than three-hundred (300) Members.  All petitions submitted must contain original signatures, printed names, class years and addresses of each individual whose signature appears on the petition and a statement clearly denoting the intent of the petition for those asked to support it by signature.  Petitions must be received for verification by the Association no later than February 1st.  A petition can nominate only one candidate per petition and is valid only for the election in the year it is submitted.  Following verification of the required number of signatures on a petition the candidate so designated by petition shall be placed on the ballot.  The Association shall provide a sample of petition format, consistent with the above requirements, upon request.
(d)      The names of all persons accepted for nomination upon their consent shall be placed on a ballot by the CEO of the Association.  The ballot shall designate candidates nominated in the slate by the Board of Directors and those nominated by petition.  A ballot shall be made available to every Member eligible to vote in such election no later than thirty (30) days before poll closing.
(e)      Each ballot cast must be identified by a specified unique identifier by the Member casting the vote to permit validation by tellers.  Ballots must be received by the Association not later than the date set forth on the ballot.
(f)       The CEO of the Association shall appoint tellers who are not Directors of the Board to validate and count the ballots.
(g)      To be elected, slated candidates must receive a majority of votes cast.  In cases where the total number of candidates on a ballot exceeds the number of upcoming vacancies, due to petition, a plurality of votes cast shall determine the newly elected Directors subject to such qualifications as may be stipulated in Article III pertaining to the composition of the Board of Directors. 
(h)      The results of the election shall be reported to the membership of the Association.  The CEO shall retain custody of the ballots for thirty (30) days after the announcement of results and then, unless otherwise directed by the President of the Association, shall cause them to be destroyed.
  • Removal; Vacancies. The Board of Directors may remove any Director, with or without cause, in accordance with applicable provisions of the Virginia Nonstock Corporation Act.  A vacancy on the Board of Directors, including a vacancy resulting from the removal or resignation of a Director, may be filled by the affirmative vote of a majority of the remaining Directors, and may, in the case of a resignation that will become effective at a specified later date, be filled before the vacancy occurs, but the new Directors may not take office until the vacancy occurs and shall serve only for the unexpired term of the Director whose position is vacant.
  • Annual and Regular Meetings. An annual meeting of the Board of Directors (for the purpose of electing officers and carrying on such other business as may properly come before the meeting) shall be held on such day in each year and at such place or through electronic means as shall be determined by the Board of Directors or by the President of the Association.  The Board of Directors shall also adopt a schedule of at least one (1) additional meeting that shall be considered a regular meeting to be held at such time(s) and at such place(s) as the Board of Directors or the President shall determine.  Annual and regular meetings of the Board of Directors shall be held at such places, either within or without the Commonwealth of Virginia.  If no such place is designated, it shall be held at the principal office of the Association.  The Chairpersons of all formal councils of the Association, or their designated representative, shall be permitted to attend annual and regular meetings of the Board, but shall not be counted towards the presence of a quorum and shall not have the right to vote on any matter before the Board of Directors.
  • Special Meetings. Special meetings of the Board of Directors may be called by (a) any two (2) members of the Executive Committee of the Association or (b) upon the request of one-third (1/3) of the Directors of the Board of Directors, and shall be held at such places, either within or without the Commonwealth of Virginia, or through electronic means as the person or persons calling the meeting shall designate.  If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Association.  The Chairpersons of all formal councils of the Association, or their designated representative, shall be permitted to attend any special meetings of the Board, but shall not be counted towards the presence of a quorum and shall not have the right to vote on any matter before the Board of Directors.
  • Notice of Meetings. Notice of the annual or regular meetings of the Board of Directors shall be given not less than two (2) weeks prior to its date.  Notice of special meetings of the Board of Directors shall be given to each Director not less than forty-eight (48) hours before the meeting, by delivering the same to the Director in person or to the Director’s residence or business address (or such other place as the Director may have directed in writing) by mail, electronic mail, messenger, telecopier, or other means of written communication or by telephoning such notice to the Director.  Any such notice shall set forth the time and place of the meeting.
  • Waiver of Notice. A Director may waive any notice required by law, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice.  Except as provided in the next paragraph of this section, the waiver shall be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records.  A Director’s attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
  • Quorum; Voting. A majority of the number of Directors then serving shall constitute a quorum for the transaction of business at a meeting of the Board of Directors.  If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present shall be the act of the Board of Directors, unless a greater affirmative vote is required by applicable law or specifically required by the Articles of Incorporation or these Bylaws.  Directors of the Board of Directors who are not physically present may participate in any meeting of the Board of Directors by means of conference telephone or other similar communications equipment or by electronic video screen communication, and such participation in any such meeting shall constitute presence in person at such meeting as long as all persons participating in the meeting can hear each other at the same time and each Director can participate in all matters before the Board.  A Director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when a corporate action is taken is deemed to have assented to the action taken unless the Director (i) objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting specified business at the meeting; or (ii) votes against, or abstains from, the action taken.
  • Telephonic Meetings. The Board of Directors may permit Directors to participate in an annual, regular, or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting.  A Director participating in a meeting by this means is deemed to be present in person at the meeting.
  • Action Without Meeting. Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board.  The action shall be evidenced by one (1) or more written consents, which may consist of an “electronic record” in accordance with Virginia corporate law, stating the action taken, signed by each Director either before or after the action is taken, and included in the minutes or filed with the corporate records reflecting the action taken.  Action taken under this section shall be effective when the last Director signs the consent unless the consent specifies a different effective date and states the date of execution by each Director, in which event it shall be effective according to the terms of the consent.
  • Executive Sessions. Notwithstanding any other provisions of these Bylaws, the President or a majority of the Directors may call an executive session of the Board of Directors as part of any annual, regular, or special meeting of the Board.  Employees or staff, representatives of the formal councils of the Association, or any guests in attendance shall be excused from executive sessions; provided, however, that the President may request that any person otherwise excused be invited to remain during all or any part of the executive session.
  • Confidentiality. Directors, officers, employees, and other representatives attending any meeting of the Board of Directors or a committee of the Board of Directors shall respect the confidentiality of Board and committee discussions and of any material presented to the Board of Directors or any of its committees.  The violation of this duty of confidentiality is a serious matter and may constitute “cause” for removal.
  • Compensation. No Director shall be entitled to any direct or indirect compensation related to that person’s services as a Director.
  • Resignation and Attendance. A Director may resign at any time by delivering written notice to the President or the Secretary.  A resignation shall be effective when delivered, unless the notice specifies a later effective date.  Each Director is expected to attend the annual and all regular and special meetings of the Board of Directors and the meetings of any committee on which he or she serves.  Any Director who fails to attend a minimum of two (2) consecutive meetings of the Board of Directors annually shall be deemed to have resigned absent a waiver of this provision by the President due to extenuating circumstances.

COMMITTEES OF DIRECTORS

 

  • Committees. The Association shall have the committees as set forth in this Article.  In addition, the Board of Directors may create and, in turn, abolish one (1) or more additional committees and appoint members of the Board of Directors to serve on them for a one (1) year term and may be eligible for re-appointment.  Unless otherwise provided in these Bylaws, each committee shall have three (3) or more Directors as members who serve at the pleasure of the Board of Directors.  Except as may otherwise be provided in these Bylaws, the President shall appoint all committee members after solicitation of Director preferences and shall designate a Director to serve as chair of each committee.  The CEO may participate in committee meetings, including meetings of the Executive Committee, and one (1) or more members of Association staff as assigned by the CEO may be a committee liaison who will attend the committee meetings and provide administrative support for each committee; provided, however, that the CEO and such designated members of Association staff shall not chair a committee or be counted towards the presence of a quorum, shall not have the right to vote on any matter before a committee, and, upon the request of the chair of a committee, shall be excused from the committee for deliberations and action by the members of the committee. 
  • Authority of Committees. Each committee may exercise the authority specified by the Board of Directors, except that a committee may not (i) fill vacancies on the Board of Directors or on any of its committees; (ii) amend the Articles of Incorporation; (iii) adopt, amend, or repeal these Bylaws; (iv) approve a plan of merger or consolidation; (v) approve the sale, lease, or exchange, or the mortgage, pledge, or other disposition of all, or substantially all, of the property and assets of the Association; or (vi) approve revocation of voluntary dissolution proceedings.
  • Executive Committee. The Board of Directors shall have an Executive Committee, which shall have full authority to operate and administer the Association between meetings of the Board of Directors and to act in all situations for the Board of Directors.  The Executive Committee shall include the President, the Vice President, the Treasurer, the Secretary, the Immediate Past President of the Board, and each of the chairs of the Finance and Investment Committee and the Board Development Committee, and the chairs of such other committees as may be established by the Board of Directors from time to time.  The Executive Committee may also include one (1) or more Director(s) at large selected by the President.  The Executive Committee shall meet at least three (3) times per year and such meetings may be called by (i) the President, or (ii) the Secretary with written consent of the President, or (iii) at least three (3) of the Directors serving on the Executive Committee.  The Executive Committee shall annually review the performance of the CEO.
  • Finance and Investment Committee. The Board of Directors shall have a Finance and Investment Committee.  The Finance and Investment Committee, in addition to other authority granted it by resolution of the Board of Directors or the Executive Committee, shall have the authority to recommend such action in connection with the investments of the Association as the Finance and Investment Committee deems necessary to protect the financial interests of the Association.  It shall make periodic recommendations to the Directors regarding such investment guidelines which it believes will best serve the interests of the Association.  It shall make recommendations regarding the retention of an investment management or consulting firm or firms and an institution or institutions to serve as depository of the Association’s assets.  It shall exercise such authority as may be delegated by the Board of Directors or the Executive Committee to buy, sell or pledge securities and transfer funds from one account to another.  The Finance and Investment Committee shall be concerned with matters pertaining to the budget, financial planning, development and maintenance of endowments for support of the purposes of the Association, and revenue generation of the Association, including, without limitation, the Alumni Center.  In addition, the Finance and Investment Committee shall review the adequacy of the Association’s internal financial controls, review with the Association’s independent public accountants the annual audit program and the Association’s financial statements for presentation to the Board of Directors, and recommend to the Board of Directors the selection of the Association’s independent public accountants.
  • Board Development Committee. The Board of Directors shall have a Board Development Committee.  The Board Development Committee, in addition to other authority granted it by resolution of the Board of Directors or the Executive Committee, shall recommend to the Board a slate of officers and of persons the Members may wish to elect or reelect to membership as Directors on the Board.  The Board Development Committee shall have the responsibility to recommend to the Executive Committee plans for new Director orientation as well as ongoing Director development and evaluation.  The Board Development Committee shall also be responsible for determining and making recommendations for amendments to the governing documents of the Association.      
  • Participation of Others on Committees. The President shall serve as a member of all committees of the Board of Directors and his or her attendance at a committee meeting shall count towards the establishment of a quorum for the transaction of business by such committee and he or she may vote on any matter coming before such committee at such meeting.  The Vice President, as well as any other Director who is not a member of such committee, may attend and participate in any meeting of any committee as set forth in this Article IV or otherwise established by the Board of Directors.  If the Vice President or an attending Director is not otherwise an appointed member of such committee, his or her attendance at such meeting shall not count towards the establishment of a quorum for the transaction of business by such committee and he or she may not vote on any matter coming before such committee at such meeting.

    Subject to the approval of the Board of Directors, the President may appoint one (1) or more officers or other individuals who are not Directors to serve on any committee of the Board, other than the Executive Committee.  Any such individual appointed to serve on any committee who is not a Director of the Association may vote on any matter to be presented to the Board of Directors as a recommendation of such committee, but may not vote on any matter in which the committee is exercising the final authority of the Board of Directors.
  • Committee Meetings; Miscellaneous. The Association’s committees shall meet as often as is necessary to carry out their respective responsibilities but not less often than annually.  To the extent not otherwise provided in these Bylaws or by direction of the Board of Directors, the provisions of these Bylaws that govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees of Directors and their members as well.  Each committee shall be required to develop, adopt, and periodically review a charter for such committee.  Each such charter shall be periodically reviewed and approved by the Board of Directors.

OFFICERS

 

  • Officers. The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, a CEO, and, in the discretion of the Board of Directors, one (1) or more other officers and assistant officers as may be deemed necessary or advisable to carry on the business of the Association.  No person may hold more than one (1) office.  The officers shall have such power and duties as generally pertain to their respective offices, as well as such powers and duties as may be lawfully provided in these Bylaws or by resolution of the Board of Directors consistent with these Bylaws.
  • Election; Term. The Board of Directors shall elect the officers, other than the President and CEO, at an annual meeting of the Board of Directors to serve for a term of one (1) year beginning on the July 1 immediately following the date of the annual meeting at which elected or until their successors are elected but shall not be eligible for election for more than two (2) consecutive terms.  The President is elected by the Board of Directors for a term of two (2) years and shall not be re-elected to serve a second term.  The CEO shall be appointed by the Board of Directors whenever there is a vacancy in such position.  Any other officer or assistant officer shall be appointed or elected and shall serve such term as the Board of Directors shall direct  A vacancy in the position of CEO, or any other officer or assistant officer, may be filled by the affirmative vote of a majority of the Directors and may, in the case of a resignation that will become effective at a specified later date, be filled before the vacancy occurs, but the new CEO, officer, or assistant officer, as applicable, may not take office until the vacancy occurs.
  • Resignation; Removal. Any officer, other than the President, may resign at any time upon written notice to the President, and the President may resign at any time upon written notice to the Executive Committee, and no acceptance of resignation shall be necessary to make it effective.  The Board of Directors may remove any officer or assistant officer at any time, with or without cause.
  • President. The President shall be a Director of the Association.  The President, if present, shall chair all meetings of the Board of Directors and shall be chair of the Executive Committee.  The President shall serve as an ex officio member of all committees of the Board of Directors.
  • Vice President. The Vice President shall be a Director of the Association.  In the case of the death, disability, or absence of the President, the Vice President shall carry out the duties of the President and shall perform those other duties which the President of the Board may properly delegate to him/her.
  • Chief Executive Officer. The CEO shall be the chief executive officer of the Association and shall be responsible for the day-to-day supervision and operation of the Association under the direction and control of the President and the Board of Directors.
  • Secretary. The Secretary shall be a Director of the Association and shall be responsible for ensuring that a faithful record of all meetings of the Board of Directors is kept, notice of time and place for holding special meetings of the Board of Directors is given, and all documents entrusted to his or her care are filed and safely kept.  The Secretary shall carry out such other duties as may be prescribed by the President or Board of Directors from time to time.  The books and papers kept by the Secretary shall be subject at all times to inspection by the Board of Directors, the President, or any duly authorized committee of the Board of Directors.
  • Treasurer. The Treasurer shall be a Director of the Association, shall serve as the chair of the Finance and Investment Committee, and shall supervise the accounts and financial resources of the Association, including but not limited to cash, securities, stocks, bonds, and all other property, personal or real, tangible or intangible, owned by the Association.  The Treasurer shall be the officer charged with ensuring that the books are kept accurately and shall furnish to the Board each year a financial statement audited by an independent certified accountant.   

ALUMNI CHAPTERS

 

  • Alumni Chapters. The Association through its Board of Directors must charter an alumni chapter or affinity group, in order to be recognized by the University and the Association.  After following an established review process as set forth in the Association policies, University alumni engagement staff may petition the Association’s Board of Directors to form a new alumni chapter or affinity group or to renew or suspend an existing charter.  A charter is granted at the discretion of the Board of Directors, and no charter is required to be granted to any chapter or affinity group.  The President of the Association is, by the authority of the Board of Directors, authorized to issue an alumni chapter or affinity group charter. 
  • Objectives. The objectives of the alumni chapter or affinity group shall be to align its efforts to promote and support the initiatives, programs and priorities of the Association and its alumni in order to preserve the prestige and welfare of the University.
  • Compliance with Policies. The alumni chapter or affinity group must comply with policies concerning the management and affairs of alumni chapters and affinity groups as determined by the Board of Directors.  Failure to comply with these established policies may result in revocation of chapter or affinity group recognition.

MISCELLANEOUS PROVISIONS

 

  • Fiscal Year. The fiscal year of the Association shall be determined in the discretion of the Board of Directors, but in the absence of any such determination it shall be the year beginning on July 1 and ending on June 30.
  • Audit. The Association shall have an annual audit of its accounts and financial statements performed by an independent certified public accountant as selected by the Board of Directors.
  • Interpretation. For the purpose of construing these Bylaws, unless the context indicates otherwise, words in the singular number shall be deemed to include words in the plural and vice versa, and words in one gender shall be deemed to include words in other genders.
  • Amendments.
    • Unless otherwise prohibited by statute or the Articles of Incorporation of the Association or as set forth in these Bylaws, an amendment to the Articles of Incorporation shall be adopted at a meeting of the Board of Directors upon receiving the vote of at least two-thirds (2/3) of the Directors then serving, provided that due notice of the meeting and such proposed action shall have been given in accordance with these Bylaws and proposed amendment stated.  Such action shall become effective immediately unless otherwise specified upon filing of the amendment with the Virginia State Corporation Commission unless otherwise specified.  The foregoing notwithstanding, provisions of the Articles of Incorporation affecting Association membership, nominations and elections, dissolution, or purposes of the Association may only be amended by a membership vote made in accordance with the provisions of the Virginia Nonstock Corporation Act and these Bylaws.
    • These Bylaws may be amended or repealed by a majority of Directors present at a Board meeting at which a quorum is present, provided that due notice of the meeting and such proposed action shall have been given in accordance with these Bylaws and the proposed amendment stated.  Such action shall become effective immediately unless otherwise specified.  The foregoing notwithstanding, provisions of these Bylaws affecting Association membership, nominations and elections, dissolution, or purposes of the Association may only be amended by a membership vote made in accordance with the provisions of the Virginia Nonstock Corporation Act and these Bylaws.

                                     

 Amended and Restated 6/18/2020