BYLAWS OF THE LAW ALUMNI ASSOCIATION OF THE
ROGER WILLIAMS UNIVERSITY SCHOOL OF LAW
Approved at the Inaugural Annual Meeting, March 20, 1999,
Amended May 10, 2011
Amended and Restated on April 10, 2017
Article I -- Goals
The goals of this Law Alumni Association of the Roger Williams University School of Law (the “Association”) are to support the purpose of the Association as stated in the Association’s Constitution (the “Constitution”).
Article II -- Membership
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 (a “Member”).
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 Directors present at a duly constituted meeting of the Board. Honorary membership shall be limited to persons who have rendered some outstanding contribution to the School of Law.
Article III -- Governance
Section 1. Composition of Board
The Association shall be governed by a Board of Directors (the “Board”). The Board of Directors shall consist of:
• 13 Members, appointed or elected as provided for in this Article III;
• the immediate Past President;
• one representative from each Regional Chapter, if any, who shall serve as non-voting members (collectively, the “Directors”); and
• 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.
Section 2. Solicitation of nominations for Directors and Officers.
Annually, on March 1st or within a week thereafter, an announcement shall be emailed to the Members by the Nominating Committee, soliciting nominations for membership on the Board of Directors and nominations for Officers of the Board. In order for a Director to serve as an Officer, the Director must have completed as least one year of his/her term. Each candidate shall be nominated by a petition signed by at least three Members. The petition shall be submitted to the Chair of the Nominating Committee within fourteen days of the announcement that was e-mailed to the Members. The petition will be available online and may be mailed to Members upon request. The Nominating Committee is discussed in Article VII, Section 3 hereof.
Section 3. Appointments of Directors
a. An Appointments Committee shall be composed of the Executive Committee of the Board, the Dean of Career Development, and the Director of Alumni Relations (the “Appointments Committee”).
b. Each year, the Appointments Committee shall appoint, as set forth in Section 4 infra, half of the number of Directors whose terms expire that year, to serve a three-year term as Directors. If there is an odd number of open Director seats, the fewer number of open seats shall be filled via appointment in accordance with Section 4 infra, and the higher number of open seats shall be filled by election in accordance with this Section. For example, if there are five open spots, 3 shall be elected and 2 shall be appointed.
Section 4. Selection of Appointed Directors
a. Of the persons nominated, and excepting any individual who is ineligible to become a Director by virtue of Section 9 infra, the Appointments Committee shall choose the Members to serve as Directors, giving weight to the following factors: the ability of the nominee to meet the time commitments inherent in the work to be performed as Director, the nominee’s knowledge, skill, and ability to discharge the duties of the office of Director, the nominee’s class year, the nominee’s professional background and accomplishments, and whether the principal purpose of the Association as set forth in the Constitution would be served by the appointment of the nominee to the Board.
b. The new Directors shall be installed at the Law Alumni Association Annual Meeting or such other time as the Board shall designate.
Section 5. Election of Directors
a. Election of the nominated persons for the open seats eligible for election (excepting any individual who is ineligible to become a Director by virtue of Section 9 infra) shall be by an electronic mail ballot with 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 Relations. In case of a tie, the Board shall choose the Directors from the tied candidates at the Board’s next regular or special meeting.
b. Ballots shall be received by a date certain between March 30th and April 30th and shall be certified by the Chair of the Nominating Committee by one week following the receipt of the ballots, the President of the Board notified, and the results officially declared at the next meeting of the Board or by letter from the President.
c. The election set forth in this Section shall be conducted prior to the appointments set forth in Sections 3 and 4 infra.
Section 6. Election of Officers
a. Officers shall be elected in the same manner and at the same time as Directors, as set forth in Section 5 infra.
Section 7. Vacancies.
a. A vacancy on the Board shall exist in the case of the death or resignation of a Director, a declared vacancy, if the authorized number of Directors is increased, or if there are fewer Directors than are authorized by these Bylaws.
b. The Board, upon a 2/3 vote, may declare vacant the office of a Director for good cause.
c. Vacancies of the Board shall be filled by a special solicitation for nominations consistent with the process set forth in Section 2 infra. Each Director so selected shall hold office until the expiration of the term of the replaced Director.
Section 8. Resignation
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.
Section 9. Term
The term of office for each Director shall commence at the conclusion of the next Annual Meeting following their appointment or election, and shall terminate at the conclusion of the third Annual Meeting following the commencement of the term. No person shall be eligible to become a Director for more than two successive terms, except the current President may serve an additional one-year term as President, if so nominated and elected again.
A Director appointed to a portion of a term shall be eligible to become nominated for and selected to serve 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 School of Law and may be removed for cause by the Dean.
Article IV -- Officers
The Officers of the Law Alumni Association, in addition to a Vice President, shall be those established by the Constitution.
Section 1. Additional Powers & Duties of the President.
In addition to the powers prescribed in the Constitution, the President 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. Additional Duties of the Secretary
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 Meetings
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 or its designee at least three hours 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, Vice President, the Secretary/Treasurer, or any two Directors of the Board upon 48 hours’ notice by email or telephone or upon four days’ notice by first class mail.
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.
Every Director shall endeavor 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 constitutes good cause for removal or declared vacancy.
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 VI, Section 3.
Section 2. Special Meeting.
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 Constitution; 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. All notices shall be e-mailed to the Members in addition to any other form of notice. 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 the 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 for which notice of the general nature of the matter 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 of one 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.
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 Officers established in Article IV.
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.
The Nominating Committee shall inform all prospective Directors of: the term of office, annual fund participation, required attendance at all 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
In addition to the method of amending Bylaws as prescribed by the laws of Rhode Island, these Bylaws may be amended by the affirmative vote of a majority of the Directors 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.
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 VI, 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.