As Approved
at the Inaugural Annual Meeting
March 20, 1999
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
Law School
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 Board of
Directors shall consist of 12 elected
regular members and the current officers
plus the immediate Past President, and the
current Student Body President, and one
representative from each Regional Chapter,
who shall serve as ex officio voting
members. Members of the Board and 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 Board shall be elected each year to
serve a three-year term in accordance with
the procedures set forth in Sections 3 and 4
of this Article. The term of office for each
director shall commence at the May 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
person appointed to a portion of a term
shall be eligible to become elected to two
succeeding terms. Members shall be eligible
to serve again after they have been off the
Board for one three-year term.
Section 3.
a. Annually, on March 1st, an
announcement shall be mailed 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 five 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.
b. Election shall be by an
electronic mail ballot with the four
candidates receiving the highest number of
votes being elected. 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 May Board 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 the majority vote of
Directors present at a meeting duly
constituted and 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, 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 of
Directors; 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. President-Elect.
The President-Elect 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 President-Elect
are absent, the Treasurer shall so act.
Section 3. Secretary. The
Secretary shall keep a full and complete
written record of the proceedings of the
Board of Directors 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 of Directors.
Section 4. Treasurer. The
Treasurer shall be responsible for all funds
of the Association which shall be deposited
in a School of Law Business Office account
restricted solely to the use of the
Association. Disbursement from such account
shall be made by the School’s Business
Office for Association expenses as approved
by the Association’s staff and confirmed by
the Board. Staff shall prepare quarterly or
other periodic Financial Reports to be
reviewed and signed by the Treasurer and
countersigned by the President, or in their
absences, by the President-Elect and one
other officer. The Treasurer shall propose a
budget prior to the annual meeting and is to
complete and file an Annual Report on all
financial activities of the Association
within three weeks after the close of each
fiscal year and provide such report to the
Board of Directors, the Dean of the School
of Law and the Office of Advancement.
Section 5. 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 by
the Secretary at least 20 days in advance of
the scheduled meeting.
Section 6. Special meetings.
The Board of Directors may be called to meet
at any time by the President, any Vice
President, the Secretary, 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 7. Quorum. Seven
Directors shall constitute a quorum at any
meeting of the Board of Directors. 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 8. Attendance. It
shall be the responsibility of every
Director to attend all Board of Director’s
meetings. 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 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 9. The chief alumni
officer of the law school 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 V -- Meeting of Members
Section 1. Annual
Meeting. The Annual Meeting of the
members of this Association shall be held in
May, 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 of
Directors, 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:
- Roll call
- Approval of minutes of the preceding
meeting
- Committee reports
- Unfinished business
- New Business
- 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 by laws 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 3c 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 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 Law School, 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 of Directors of the
Association 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 of
Directors, 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 on the Board of
Directors of the Association 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 of Directors.
Section 2. Executive Committee.
There shall exist an Executive Committee
comprised of the President, President Elect,
Treasurer, Secretary 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 of Directors in
accordance with these Bylaws and any
supplemental resolutions by the Board of
Directors. This committee will provide a
slate for the officers of the Board of
Directors 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 Board members 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. Budget Committee.
Each year the Treasurer shall act
as Chairperson of the Budget Committee,
which shall consist of no more than four
additional directors. The Budget Committee
shall be responsible for reviewing the past
year’s fmances, and will make appropriate
recommendations to the Board for future
budgetary matters including, but not limited
to, the future year’s budget.
Section 5. Admissions, Advancement
and Career Services Committees.
Each of these standing committees will have
as members at least two members of the
Association and a staff liaison from the
respective department. The Association will
assist the department in mutually agreed
upon projects and goals.
Section 6. 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 of Directors at any regular meeting
thereof, or by special meeting thereof
called for that purpose. The Board of
Directors 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
Annual Meeting.
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.
