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Bylaws of The William & Mary Alumni Association

ARTICLE I

NAME

The name of the Society, which was incorporated by an Act of the General Assembly approved February 21, 1923, under the name of "The Alumni Association of the College of William and Mary in Virginia," as of June 10, 1938, was changed to and remains "The Society of the Alumni of The College of William and Mary. In 2004, paperwork filed with the State Corporation Commission in the State of Virginia cited the corporation doing business as "The William and Mary Alumni Association.”

ARTICLE II

PRINCIPAL OFFICE

The principal office of the William and Mary Alumni Association is in the City of Williamsburg in the Commonwealth of Virginia.

ARTICLE III

PURPOSES OF THE ASSOCIATION

The Articles of Incorporation of the Association state that "the purpose of this corporation is to organize the alumni of the College of William and Mary in one general body, so as to better keep alive the memories of college life, and by their united efforts, the more efficiently to aid in the promotion of the welfare of the College.”

ARTICLE IV

MEMBERSHIP IN THE ASSOCIATION

SECTION I. The exclusive ultimate control of the affairs of the Association shall be vested in its members and shall be exercised, subject to their control, by a Board of Directors.

(a) Membership. The William and Mary Alumni Association endorses the non-discrimination policies as established by the College of William and Mary.

(b) Classifications of Membership. The Association has four classifications of membership:

(1) "Alumnus" or "Alumna": any former student of the College's program for credit during the regular academic session in Williamsburg who (a) has received an earned degree from the College of William and Mary, or (b) has been enrolled for at least one (1) term and has received honorable dismissal from the College.

(2) Honorary Alumni: members of the College community who do not otherwise meet the criteria established for membership can be designated honorary alumni with the approval of a majority of the Board of Directors. The selection of Honorary Alumni of the College of William and Mary shall be exclusively the purview of the William and Mary Alumni Association but based on careful consideration of service by individuals on behalf of the College, the Association, one of the schools, academic departments or active organizations that provide volunteer and financial support. Honorary Alumni shall have all the rights and privileges of membership with the exception of voting or holding a membership on the Association's Board of Directors.

(3) Honorary Degreed Alumni: holders of honorary degrees from the College are automatically accorded membership in the Association. Honorary degreed alumni cannot be elected to office or the Board of Directors but are eligible to vote in elections.

(4) Associate Member: upon approval of the Board of Directors, all retired members of the faculty and administrative staff of the College shall be accorded associate membership status. Other persons who may be considered for associate membership can be from among the parents, community and friends of the College. Associate Members shall have all rights and privileges of membership with the exception of voting or holding membership on the Board of Directors.

SECTION II. The Annual Meeting of the Association shall be held at a time and place designated by the Board.

SECTION III. Special meetings of the Association may be held on call of the Board of Directors or on petition of not less than 450 members. All names on a petition for a special meeting must be verifiable.

SECTION IV. Notice of all meetings of the Association, whether annual or special, shall be given by the Secretary of the William and Mary Alumni 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, and as otherwise required by law. 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.

SECTION V. A quorum of any meeting of members of the Association shall consist of one percent (1%) of members represented in person or by proxy. Matters requiring decision shall be determined by a majority of those members present at a meeting at which a quorum is present or as otherwise required by law.

ARTICLE V

POWERS AND PURPOSES OF THE BOARD OF DIRECTORS

SECTION I. The Board of Directors has and exercises the powers resident to the incorporation of the Association and prescribed by law. It operates in accordance with the power and authority vested in it by law, subject to any limitation set forth in the Articles of Incorporation of the Association, and shall exercise such power and authority pursuant to these Bylaws and the resolutions it adopts.

The primary purposes of the Board are policymaking and sound resource management of the Association. The Board determines the general and financial policies of The William and Mary Alumni Association and has the power to carry out other functions that are permitted by these Bylaws or by the Articles of Incorporation, except as limited by law.

SECTION II.

(a) The general powers of the Board are:

(1) establish policies for the Association;

(2) promote the educational and financial welfare of the Association.

(b) The specific powers of the Board include but are not limited to the following:

(1) determine and periodically review the purposes and the mission of the Association and its relationship to the College;

(2) establish, review, and approve changes in the programs of the Association, consistent with the mission of the Association and Board authority;

(3) advise and consent on the appointment of the Executive Director, who shall be the Chief Executive Officer of the Association and recommend removal of same for just cause;

(4) approve and authorize all Associate members and Honorary alumni;

(5) authorize and approve recipients of the Alumni Medallion, Alumni Service, Faculty/Staff Service, Alumni Fellowship, Coach of the Year and other Association sponsored awards;

(6) oversee and approve the budget of the Association prepared consistent with Section 7 of the Memorandum of Understanding, dated June 26, 2014 (or as such may be amended), and establish policy guidelines for the endowment of the Association and all other investments and fund raising it may undertake from time to time;

(7) authorize the purchase, management, and sale of all land, buildings or major equipment for use of the Association;

(8) authorize the construction of new buildings and major renovations of existing buildings;

(9) authorize the incurring of debts by the Association and securing thereof by mortgage and pledge of real or personal property, tangible and intangible;

(10) authorize any establishment of and changes in any dues program;

(11) authorize chapter format, organization, standards, amendment process, and dissolution;

(12) authorize officers or agents of the Association to accept gifts or bequests on behalf of the College;

(13) approve the use of the Association's name;

(14) raise funds consistent with the purposes of the Association; and

(15) actively promote the general welfare of the Association's membership and promote and attitude of generosity to the Association and the College of William and Mary.

ARTICLE VI

MEMBERSHIP OF THE BOARD OF DIRECTORS

SECTION I.  The voting membership of the Board is composed of twenty-four (24) elected members, one third (1/3) of whom are elected annually by the membership, as well as the Immediate Past President as set forth herein. A member may be re-elected or reappointed to the Board after one (1) year has elapsed following the expiration of a second term.

(a) Members are elected for terms of three (3) years.  No member can serve more than two (2) consecutive terms.  This excludes partial terms and appointed one-year terms provided for an outgoing President to serve in an Immediate Past President capacity.  Additionally, a President, elected to that post in their last year of eligibility, shall remain on the Board in that capacity until the completion of their officer term.

(b) Only members who have contributed to any recognized or accredited William and Mary fund in the last fiscal year shall be eligible to serve in an elected position of the Association.

(c) Unsuccessful balloted nominees are ineligible to be appointed to the board in that election year.

(d) In order to effect the transition in Board of Directors composition and terms, as they existed prior to November 06, 2015 to that adopted on November 06, 2015, the following transition provisions shall be in effect:

 (1) Until commencement of the terms of Directors elected in 2016, composition of the Board shall remain as in effect prior to the November 2015 adoption of these Bylaws. Board growth will be phased in to allow all current members to complete their elected terms.

 (2) Directors elected prior to November 6, 2015 shall complete the terms for which they were elected and shall not be eligible to run for re-election to a second consecutive term.

(3) Directors elected in November 6, 2015 shall serve a three (3) year term in order to effect the transition.  These directors will be eligible for a second three (3) year term.

SECTION II. A President of the Association who concludes his or her term as President in the last year of his or her eligible term on the Board may be appointed by the Board to serve an additional year as Immediate Past President, a voting Board member. Such person shall serve on the Executive Committee and on such other committees as the Board may appoint, but shall not serve as chair of a standing Board committee or as an officer of the Board.

SECTION III. The Chairpersons of all formal councils of the Association, or their designated representative, shall serve as non-voting ex-officio members of the Board during their tenures as Chairpersons or designated representatives of such groups. Such members may attend all meetings of the Board but may not serve as a chair of any standing Board committee, be elected to Board office, or serve on the Board Executive Committee.

SECTION IV. The President of the Association, in consultation with the President of the College, may appoint a senior officer of the College to serve as a non-voting member of the Board. Such member shall serve a term of one (1) year but may be re-appointed. Such member may attend all meetings of the Board but may not serve as a chair of any standing Board committee, be elected to Board office, or serve on the Board Executive Committee.

SECTION V. No Board member may receive compensation for services rendered.

ARTICLE VII

INDEMNIFICATION

Every member of the Board of Directors is indemnified against all expenses actually and necessarily incurred by a member in connection with the defense of any action, suit or proceeding to which the member is a party by reason of being or having been a member of the Board of Directors of the Association; provided, however, that there shall be no indemnification in relation to such matters to which the member is adjudicated in an action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty as a member of the Board of Directors of the Association.

ARTICLE VIII

CONFLICTS OF INTEREST

SECTION I. A member of the Board is considered to have a conflict of interest if:

(1) the member has existing or potential financial or other interests in a matter before the Board which might reasonably appear to impair the member's independent, unbiased judgment in the discharge of the member's responsibilities to the Association; or

(2) the member is aware that a family member in the same household, or any organization of which the member is an officer, director, employee, member, partner, trustee or controlling stockholder, has existing or potential financial or other interests in such matter before the Board.

SECTION II. No Director may vote on any matter in which the member has a conflict of interest. Further, the minutes are to reflect that a disclosure was made that the member having a conflict of interest abstained from voting.

SECTION III. A Director who is uncertain of a conflict of interest may request the Board or Executive Committee to resolve the question by majority vote.

ARTICLE IX

ELECTION OF DIRECTORS

(a) A call for nominations shall be published in an each issue of the Association’s magazine, in a fall/winter issue of the Association’s electronic newsletter, and nomination information will be listed on the Association’s website. Board Development Committee members will receive suggestions for nominations to the Board of Directors from members of the Association.

(b) The Board Development Committee shall confer and consider all names that have been suggested. The Committee shall select 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.  The committee will certify the nominees to the editor of the Association’s magazine in sufficient time for publication in the spring issue of the Association’s magazine.

(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 1. 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 Executive Director. The ballot shall designate candidates nominated by the Committee and those nominated by petition. A ballot shall be made available to every member no later than 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 Executive Director of the Association shall appoint tellers who are not members 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 members subject to such qualifications as may be stipulated in Article VI 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 Executive Director 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.

SECTION II. Members of the Board of Directors and officers of the Association shall take office in the following manner.

(a) At the first meeting of the Board of Directors following election, the newly elected members shall attend said meeting, without vote, until completion of all agenda matters of the meeting.

(b) As the final agenda matter of the meeting, the President shall call for a report of the Board Development Committee to nominate a President, Vice President, Secretary, and Treasurer of the Association, and the members of the Board shall vote to fill such offices.

(c) Upon completion of the election of officers, the terms of outgoing members of the Board of Directors shall end, and the terms of incoming members of the Board of Directors shall begin.

SECTION III. Vacancies in any Board position or Board office, due to a member’s uncompleted term, shall be filled by the Board for the unexpired term.

ARTICLE X

BOARD MEETINGS

SECTION I. Regular semiannual meetings of the Board of Directors shall be held at a time and place determined by the President of the AssociationA portion of each regular meeting may be reserved for the Board to meet in Executive Session.

SECTION II. Special meetings of the Board of Directors may be called by:

(a) any two (2) members of the Executive Committee; or

(b) upon the request of one-third (1/3) of the Directors.

The purpose of the meeting must be set forth in both the call for and the notice of the meeting. No business is transacted at a special meeting that does not relate to the purposes for which it was convened.

SECTION III. A quorum at any meeting of the Board of Directors shall consist of a majority of the voting membership of the Board. A majority of those Directors present at a meeting at which a quorum is present shall have power to decide any questions which may properly come before the meeting, unless a greater number shall be required by statute, these Bylaws, or the Articles of Incorporation. Attendance at any meeting by a Director is conclusively deemed a waiver of notice unless objection is made at the outset of the meeting. Meetings may be conducted through telecommunications equipment, provided all Directors participating can hear each other simultaneously. Participation through the use of this equipment constitutes presence at the meeting.

SECTION IV. Any member of the Board who is absent from two (2) consecutive regular meetings of the Board, except for reasons accepted as sufficient by the Board, ceases to be a member of the Board, and the Board shall elect a member to the vacancy for the unexpired term.

ARTICLE XI

OFFICERS

SECTION I. The officers of the Association shall be President, Vice President, Secretary, and Treasurer, who shall be elected by the Board of Directors from its elected membership for a term of one (1) year, unless otherwise provided here, and shall hold office until their successors are elected and have qualified. Election of officers shall be conducted as set forth in Article IX, Section II. Officers shall not be eligible for election for more than two (2) consecutive terms, except as provided herein.

SECTION II. Officers Duties. The officers and their respective duties shall be as follows:

(a) The President is elected by the Board to serve for a term of two (2) years. The President shall not be re-elected to serve a second two (2) year term. The President exercises a general executive control of the affairs of the Association; presides at all meetings of the Association, the Board, and the Executive Committee; appoints members of committees; serves as an ex-officio member of all committees; exercises the usual powers and performs the usual duties incident to the office of the President, and such other powers and duties as may from time to time be delegated to the President by the Board.

(b) The Vice President is elected by the Board to serve for a term of one (1) year. The Vice President may be re-elected to a second one (1) year term, but may serve no more than two (2) consecutive years. In the absence or disability of the President, the Vice President shall perform the duties of the President. He or she shall have such other normal duties as the Board may from time to time prescribe.

(c) The Secretary is elected by the Board to serve for a term of one (1) year. The Secretary may be re-elected to a second one-year term, but may serve no more than two (2) consecutive terms. The Secretary gives proper notice of all meetings of the Board and keeps a record of the appointment of all committees of the Board. Furthermore, the Secretary keeps or causes to be kept a record of the minutes of all meetings of the Board and each of its committees. Any of the duties or powers of the Secretary may be performed by an assigned staff member, who shall be responsible to the Secretary for delegated tasks.

(d) The Treasurer is elected by the Board to serve for a term of one (1) year. The Treasurer may be re-elected to a second one (1) year term, but may serve no more than two (2) consecutive years. The Treasurer supervises 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 ensures the books are kept accurately and furnishes to the Board each year a financial statement audited by an independent certified accountant. The Treasurer may be required, by the Board or by statute, to furnish a bond for the faithful performance of his duties, and is the Chairperson of the Finance and Investment Committee.

ARTICLE XII

EXECUTIVE DIRECTOR

SECTION I. The Executive Director is the Chief Executive Officer of the Association and the official advisor to and executive agent of the Board and its Executive Committee.

SECTION II. The duties of the Executive Director are:

(1) exercise a general superintendence over the activities of the Association and bring those matters that are appropriate for Board consideration, review, and policy guidance;

(2) carry out the policies and instructions of the Board;

(3) serve as ex-officio member, without vote, of all committees of the Board;

(4) attend all regular meetings of the Board without vote.

SECTION III. The Executive Director shall be bonded for such amount as the Board of Directors may determine.

ARTICLE XIII

COMMITTEES

SECTION I. There shall be three standing committees of the Board: the Executive Committee, Finance and Investment Committee, and the Board Development Committee. The Board may create and, in turn, abolish special or ad hoc committees it may establish for the discharge of particular duties, as necessary for the best conduct of its business. The President shall assign board members to committees as necessary.

Additional members who are not on the Board may be appointed unless otherwise provided in the Bylaws, but the chair of each committee and a majority of its members must be current members of the Board. The chair of any committee, with the consent of the President, may request the Executive Director to ask an officer of the College or member of the administrative staff to serve as a liaison between the Board and the College and to assist the committee in carrying out its duties. All standing committees meet at least twice annually.

(a) Executive Committee. There shall be an Executive Committee of the Board of Directors to be composed of the President, Vice President, Secretary, Treasurer, Executive Director and at least one (1) member at large, selected by the President. The Executive Committee has general supervision of the affairs of the Association and Board between meetings of the Board. Unless specifically empowered, it may not take action inconsistent with a prior act of the Board of Directors, alter Bylaws or legal instruments, remove or appoint the Executive Director, or take any action which otherwise has been reserved for the Board. The Executive Committee reviews the organization of the Association, and annually reviews with the Vice President for University Advancement the performance of the AVP/ED. The Executive Committee meets at least three (3) times each year, and minutes are taken and distributed to each member of the Board following any meeting or are reported at the next semi-annual Board meeting. Special meetings may be called by the Secretary with the written consent of the President or at least three (3) of the members. The Executive Committee may act on behalf of the Board as necessary in a situation requiring immediate action.

(b) Finance and Investment Committee. This committee shall be concerned with matters pertaining to the budget, with the endowment of the Association, with financial planning, with revenue-generation, the operations of the Alumni Center, alumni records and related information systems, and with such other matters as may from time to time be assigned to it by the President.

(c) Board Development Committee. This committee is concerned with the strength, effectiveness, efficiency, succession planning, and continuity of the Board.  The committee's roles specifically include: developing an annual slate and ballot of nominees for succession; ensuring adequate orientation for new Board members and facilitating a mentoring program; providing ongoing training; assisting the executive committee with goal-setting, monitoring the attainment of goals and determining board committee’s missions and roles; developing an officer slate for election by the board each year; and determining and making amendments to the Articles of Incorporation and or bylaws of the Association as necessary. The President shall appoint the chairperson and current members of the Board to serve on this committee at the conclusion of the fall meeting. The Executive Director of the Association will serve as ex-officio member of this committee without vote.

ARTICLE XIV

ALUMNI CHAPTERS

SECTION I. An Alumni Chapter, in order to be recognized by the College of William and Mary and the William and Mary Alumni Association of said College, must be chartered by the William and Mary Alumni Association through its Board of Directors.

SECTION II. The President of the Association is, by the authority of the Board of Directors, authorized to issue a chapter charter.

SECTION III. The objectives of the alumni chapters shall be to preserve the memories of College life and to organize the alumni of the College into effective units in order that efforts shall serve greatly in promoting the welfare of the College, the Association, and its alumni.

SECTION IV. Any group of members desiring to form a chapter may petition the Board of Directors of the William and Mary Alumni Association, giving the names of charter members and the names of its President, Vice President, Secretary, and Treasurer, other officers so designated, and the name of the new chapter.

SECTION V. No charter shall be granted to any group where there already exists a chapter in that region which in the opinion of the Board of Directors is adequate to serve the interest of the William and Mary Alumni Association.

SECTION VI. In order to secure a charter, petitioning groups must agree to the following regulations:

(a) The chapter shall hold at least one (1) meeting a year, the minutes of which shall be certified to the Executive Director of the William and Mary Alumni Association.

(b) The chapter shall inform the Executive Director of the William and Mary Alumni Association by October 1 of each year the names of the current officers. After thirty (30) days, if such report has not been made, the Executive Director shall write the last known Secretary of the chapter for such information which must be received within sixty (60) days.

(c) The chapter must review and approve a Statement of Account at the close of each fiscal year. The statement shall provide financial disclosure of all assets and liabilities and summarize expenditures for the preceding year. The statement must be signed by at least two (2) officers.

(d) The chapter must comply with policies concerning the management and affairs of chapters as determined by the Board of Directors.

(e) Failure to comply with the above regulations may revoke the charter of the chapter.

ARTICLE XV

DISSOLUTION

The assets of the William and Mary Alumni 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, and charitable purposes that qualify for tax exemption under Section 501(C)(3) of the Internal Revenue Code of 1954, as amended, 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 XVI

ORDER OF BUSINESS

The Executive Committee shall establish the agenda and order of business for meetings of the Board.

ARTICLE XVII

POLICY AND PROCEDURES MANUAL

The Board of Directors will maintain policies and procedures that provide guidance, methodology and authorization as necessary to conduct its affairs.  These policies will be periodically reviewed and updated by the Board Development Committee, with changes subject to approval of the Board. 

ARTICLE XVIII

AMENDMENT

Unless otherwise provided by statute or the Articles of Incorporation of the Association or as otherwise expressly set forth herein, these Bylaws may be amended 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 the Bylaws and the proposed amendment stated. Such action shall become effective immediately unless otherwise specified. The foregoing notwithstanding, Bylaws matters affecting Association membership, nominations and elections, dissolution, or purposes of the Association may only be amended by a membership vote.

Amended September 2016