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As Approved at the Inaugural Annual Meeting, March 20, 1999,
Amended May 10, 2011
Article I -- Goals
The goals of this Association are to support the purpose of the Association as stated in the Constitution. The goals are:
a. Communication & Events. To maintain a close relationship between the alumni, the School of Law and the general community through written communication as well as
events and programs.
b. Financial Assistance. To maximize the use and resources of alumni including their
talents, services, financial assistance, gifts and endowments.
c. Recruitment and Placement. To interest worthy students in entering the School of Law
and assist in the placement of Roger Williams law students in suitable employment.
d. Community Service. To actively promote the purposes of the School of Law and the
Feinstein Institute for Legal Service in the community it serves, and to promote active
participation of the alumni and students with the community.
e. Continuing Legal Education. To provide opportunities for alumni to participate in
continuing legal education programs.
f. Affiliation. To actively promote a healthy relationship with the Rhode Island Bar
Association, and the Bar Associations in communities where members practice.
Article II -- Membership
Section 1. A person who has been awarded a Juris Doctor degree or an honorary degree from the School of Law is automatically a regular member of this Association.
Section 2. The Board of Directors of this Association shall have the power to confer honorary membership upon such persons, organizations or entities as it shall deem worthy of such honor. The Board shall confer such membership by a two-thirds vote of those members present at a duly constituted meeting. Honorary membership shall be limited to persons who have rendered some outstanding contribution to the School of Law.
Article III -- Governance
Section 1. The Association shall be governed by a Board of Directors (the “Board”). The Board of Directors shall consist of 13 elected regular members and the current Officers (as defined in Article IV) plus the immediate Past President, and one representative from each Regional Chapter, who shall serve as non-voting members (the “Directors”). Members of the Board and its Committees shall reflect the diversity of the School of Law alumni including representatives from regions, years of graduation, ethnicity, gender and professional background.
Section 2. Four members of the Association shall be elected each year to serve a three-year term as Directors in accordance with the procedures set forth in Sections 3 and 4 of this Article. The term of office for each Director shall commence on July 1 meeting, and continue until the installation of new Directors three years hence. No person shall be eligible to become a Director for more than two successive terms, except a person may serve an additional term as President. A Director appointed to a portion of a term shall be eligible to become elected to two succeeding terms. Directors shall be eligible to serve again after they have been off the Board for one year. Good moral character is a prerequisite to service as a Director. All Directors serve at the pleasure of the University and may be removed for cause by the Dean.
a. Annually, on March 1st, an announcement shall be emailed to the members by the Nominating Committee, soliciting nominations for membership on the Board of Directors. Each candidate for election as a Director shall be nominated by a petition signed by at least three persons entitled to vote for such nominee, the petition shall be submitted to the Chair of the Nominating Committee by March 15th of each year. The petition will be available online and may be mailed to members upon request.
b. Election shall be by an electronic mail ballot with the four candidates receiving the highest number of votes being elected. All electronic mail voting will be kept confidential by the Roger Williams University School of Law Office of Alumni, Programs and Events. In case of a tie, the Board shall choose the Directors from the tied candidates at the Board’s next regular or special meeting.
c. Ballots shall be received by March 30th and shall be certified by the Chair of the Nominating Committee by April 5th, the President of the Board notified, and the results officially declared either at an April meeting of the Board or by letter from the President.
d. The new members shall be installed at the Law Alumni Association Annual Meeting or such other time as the Board shall designate.
Section 4. A vacancy on the Board shall exist in the case of death, resignation, Board declared vacancy, if the authorized number of Directors is increased, or if the members fail at any annual or special meeting to elect the fully authorized number of Directors to be voted for at that meeting.
The Board, upon a 2/3 vote, may declare vacant the office of a Director for reasonable cause.
Vacancies of elected members of the Board shall be filled by a special solicitation for nominations consistent with the process set forth in Section 3(a) and a special vote consistent with Section 3(b). Each Director so elected shall hold office until the expiration of the term of the replaced Director.
Section 5. Any Director may resign effective upon giving written notice to the President, the Secretary/Treasurer, or the Board, unless a notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected to take office when the resignation becomes effective.
Article IV -- Officers
Section 1. President. The President shall preside over all meetings; shall sign all written instruments authorized and approved by the Board; and shall perform such other duties as the Board of Directors may designate. He/she shall be responsible for coordinating the activities of this Association, and may appoint committees to carry out specific programs.
Section 2. Vice President. The Vice President shall act as, and have all the power of, the President when the President is absent or unable to act. In the event both the President and Vice President are absent, the Treasurer shall so act.
Section 3. Secretary/Treasurer. The Secretary/Treasurer shall keep a full and complete written record of the proceedings of the Board and of the meetings of the members; see that all notices are given as prescribed by these Bylaws; be custodian of the Association records, keep records of attendance; and in general, perform such other duties as may be assigned to him/her by the President of the Board. Article V – Director Meetings
Section 1. Regular Board meetings shall be held at least three times per year, at such time and place that the Board may choose. Written notice of these meetings of the Board of Directors along with a proposed agenda shall be mailed or emailed by the Secretary/Treasurer at least 20 days in advance of the scheduled meeting.
Section 2. Special meetings. The Board of Directors may be called to meet at any time by the President, any Vice President, the Secretary/Treasurer, or any two Directors of the Board upon four days notice by first class mail or 48 hours notice delivered personally or by telephone or fax.
Section 3. Quorum. Seven Directors shall constitute a quorum at any meeting of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 4. Attendance. It shall be the responsibility of every Director to attend all Board meetings. Participation by conference call is equivalent to attendance. Failure of a Director to attend two meetings of the Board within one year without good cause may, at the option of the Board, be deemed a resignation. The Secretary/Treasurer shall notify such Director, after the second missed meeting, by certified mail that the office of such Director shall be declared vacant by resignation unless good cause for the absences is shown. The Board shall determine what constitutes good cause.
Section 5. The chief alumni officer of the School of Law and the Dean of the School of Law shall be ex-officio members of the Board and will work with the Board to support the goals of the Association.
Article VI -- Meeting of Members
Section 1. Annual Meeting. The Annual Meeting of the members of this Association shall be held in connection with the Rhode Island Bar Association Annual Meeting, unless the Board fixes another date or time and so notifies the members as provided in Article V, Section 3 by the Board.
Section 2. Special meetings of the members may be called by the President, a majority of the Board, or five percent or more of the members.
Section 3. Notice Requirements for Meetings of Members:
a. General notice requirements. Whenever members are required or permitted to take any action at a meeting, written notice shall be given in accordance with subsection 8 below to each member entitled to vote. The notice shall specify the place, date, and hour of the meeting and, (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of a regular or annual meeting, those matters which the Board, at the time the notice is given, intends to present for action by the members.
b. Notice of certain agenda items. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of these proposals: (i) removing a Director without cause; (ii) filling vacancies on the Board; (iii) amending the articles of incorporation; or (iv) electing a person to honorary membership.
c. Manner of giving notice. Notice of any meeting of members shall be in writing and given to members entitled to vote not less than ten nor more than ninety days before the date of the meeting. Provided the notice is not mailed by first-class, registered or certified mail, notice shall be given not less than twenty days before the meeting date.
Section 4. Quorum. Fifteen regular members of this Association shall constitute a quorum for the conduct of business at any meeting of the members. However, the only matters that may be voted on at any regular or annual meeting actually attended by less than one-third of the voting power are matters notice of the general nature of which was given pursuant to Article IV, Section 3. The members present at a duly called or held meeting at adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 5. Order of Business. The order of business at regular, annual and Board meetings shall generally be:
Approval of minutes of the preceding meeting
Announcement of next meeting.
Section 6. Voting.
a. Eligibility to vote. Persons entitled to vote at any meeting of members shall be regular members.
b. Manner of casting votes. Voting may be by voice or ballot; however, any election of Directors or amendment to the constitution or bylaws must be by written ballot.
Section 7. Action by written ballot without a meeting.
a. General. Any action that may be taken at any meeting of members, may be taken without a meeting upon compliance with the provisions of this section.
b. Solicitation of written ballots. Written ballots shall be mailed or delivered in the manner required by Article IV, Section 3(c) to all voting members. All solicitations of votes and distributions by ballot shall: (i) indicate the number of responses needed to meet the quorum requirement; (ii) with respect to ballots other than for election of directors, state the percentage of approvals necessary to pass the measure(s); (iii) with respect to ballots for election of directors, state the name of each candidate and the office or chair to which nominated; (iv) specify the date & time by which the ballot must be received in order to be counted; (v) set forth the proposed action; (vi) provide the members an opportunity to specify approval or disapproval of any proposal; and (vii) provide a reasonable time within which to return the ballot to the Association, and specify the address to which the ballot is to be sent.
c. Quorum. Approval by majority vote. Approval by written ballot shall be valid only when the number of votes cast by ballot, within the time specified, equals or exceeds the quorum required to be present at a meeting authorizing the action.
d. Retention of Ballots. All written ballots shall be filed with the Secretary/Treasurer of the Association and retained in the Association records for a period of two years.
Article VI -- Regional & Professional Alumni Chapters
Section 1. Purpose. To advance the interest and promote the welfare of Roger Williams University School of Law, and to foster the bonds between the Alumni and the School of Law, regional and professional alumni chapters may be established under the following procedures.
Section 2. Procedure. To establish a professional or regional alumni chapter, interested individuals need to:
a. Present the names and addresses often or more regular members and apply to the Board for a Regional or Professional Alumni Chapter Charter.
b. Notify the Alumni Office of the Chapter’s desire to become affiliated with the Roger Williams University School of Law Alumni Association. Upon receipt of the above, and approval of the Board, a charter shall be issued and sent to the Alumni Regional or Professional Chapter’s organizer or chairperson.
c. Function within the Constitution and Bylaws of the Roger Williams University Law Alunmi Association.
d. Upon the approval and granting of the request for a charter for a Regional or Professional Alumni Chapter, the newly endowed chapter shall elect one representative to serve as an ex-officio member on the Board and such officers as they may determine to manage the affairs of said chapter.
Article VII - Committees
Section 1. Committees. The Board or the President may create standing or ad hoc committees as needed, with each committee consisting of one or more Directors. Members of the Association who are not Directors may also serve on committees subject to the provisions of these Bylaws. Subject to the ultimate authority of the board, it shall not delegate to such committees any of the authority of the Board:
a. The filling of vacancies on the Board or on any committee which has the authority of the Board;
b. The amendment or repeal of Bylaws or the adoption of new Bylaws;
c. The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
d. The commitment of funds when not authorized by the President of the Board.
Section 2. Executive Committee. There shall exist an Executive Committee comprised of the President, Vice President, Secretary/Treasurer and Immediate Past President.
Section 3. Nominating Committee. Each year the President shall appoint a four-member Nominating Committee, consisting of the Immediate Past President as the Chair, one other Past President of the Association and two current Board Members.
The Nominating Committee shall conduct and supervise the nominations and election of members of the Board in accordance with these Bylaws and any supplemental resolutions by the Board. This committee will provide a slate for the officers of the Board at the meeting scheduled for nominations, in addition to a listing of all persons who filed a written notification of an interest in a position.
The Nominating Committee shall inform all prospective Directors of: the term of office, annual fund participation, required attendance at all Association Board meetings, nature of the Board’s work, and the expectations of service.
Section 4. Committee Reports. Each standing committee or ad hoc committee in existence after the Annual Meeting of the members shall prepare and present to the Board within thirty days before the Annual Meeting, a comprehensive report of the previous year’s activities, to date, and of the objectives of that committee for the coming year, including any events which the committee recommends to be undertaken by the Association. To encompass the full year the final report must be presented within thirty days after the Annual Meeting.
Each committee Chairperson shall present a year-end report and all records of the committee to the President or persons in the Office of Advancement.
Article VIII -- Amendments
Section 1. In addition to the method of amending Bylaws as prescribed by the laws of this State, these Bylaws may be amended by the affirmative vote of a majority of the members of the Board at any regular meeting thereof, or by special meeting thereof called for that purpose. The Board may not, however, adopt, amend, or repeal any provision of these Bylaws fixing or changing the number of Directors.
Section 2. These Bylaws may also be amended by a two-thirds vote of the members of the
Association present and voting at any Annual Meeting thereof. Notice of intent to amend the
Bylaws must be given pursuant to Article IV, Section 3 before such action may be taken at an
Article IX -- Right to Vote by Proxy
Proxies are hereby authorized for election of officers of the Board of Directors.
Article X -- Limitations of Power
Unless authorized by the Dean of the School of Law, the Law Alumni Association shall not have the authority to: pledge the credit of the School of Law, agree to or establish any obligation in the name of the School of Law.