As Approved at the Inaugural Annual Meeting
March 20, 1999
Article I -- Name
The name of this organization is the Roger Williams University School of Law Alumni Association. The address for the organization is Roger Williams University Law Alumni Association, Ten Metacom Avenue, Bristol RI 02809-5171.
Article II -- Purpose
The principal purpose of this Association is:
- to foster the lifelong bonds between Alumni and the School of Law and dedicate efforts to involving alumni in the activities of the School of Law;
- to advance the interests and promote the welfare of the School of Law and its alumni;
- to inform alumni of the progress, achievements and needs of the School of Law and provide opportunities for alumni to contribute to its welfar;
- to provide the alumni with an appropriate avenue for communication with the Law School;
- to provide opportunities for networking and appropriate avenues for professional development;
- to promote and develop goodwill and fellowship with, and among, the alumni;
- to promote and develop goodwill and fellowship with, and among, the general community;
Article III -- Membership
Section 1. There shall be two classes of members of this Association. The first class of members shall be known as regular members with full voting rights, and the second class of members shall be known as honorary members who shall have no voting privilege.
Section 2. 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 3. The Board of Directors of this Association shall have the power to confer honorary membership upon such persons who have rendered some outstanding contribution to the School of Law.
Article IV -- Governance
Section 1. The governing body of this Association is the Board of Directors and it shall be responsible for the management, governance policies and programs of the Association; establish its policies with respect to its fiscal and business affairs; determine the services and programs to be rendered by the Association; and act as the primary liaison with the School of Law.
Article V -- Officers
Section 1. President. The President shall preside over all meetings and shall sign all written instruments authorized and approved by the Board of Directors.
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.
Section 4. Treasurer. The Treasurer shall be responsible for all funds of the Association.
Section 5. Regular meetings of the Board of Directors shall be held at least quarterly, at such time and place that the Board may choose. The Board of Directors, as it deems necessary and prudent, shall have the right to hold, waive or reschedule any meeting, and shall further have the right to schedule and hold Special/Emergency meetings as the need arises.
Article VI --Meetings of Members
Section 1. The members of this Association shall hold an Annual Meeting for the purpose of the election of officers and the presentation of the fiscal affairs of the Association and at least one additional meeting during the course of the year.
Section 2. The rules contained in Robert's Rules of Order, revised, shall govern all members meetings and Director's meetings. In instances of conflict between Robert's Rules of Order and the Bylaws of the Association, the Bylaws shall control.
Article VII -- Fiscal Year
The Association's fiscal and election year shall coincide with the calendar year running from July 1st to June 30th.
Article VIII -- Indemnity For Litigation
The Association shall have and hereby agrees to exercise the power to defend and indemnify any person who has or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a Director, Officer, or other agent of the Association to the full extent allowed under the provisions of the applicable law of the State of Rhode Island relating to the power of a corporation to indemnify any such person. The amount of such defense and indemnification shall be so much as the Board of Directors determines and finds to be reasonable, or if required by statute, the amount of such defense and indemnification shall be so much as the court determines and finds to be reasonable.
The Association shall not have or agree to exercise the power to defend and indemnify any person who engages in criminal acts, intentional tortious acts, acts of fraud, extortion or like or similar acts deemed to be adverse to the interests of the Association.
Article IX -- Execution of Documents
The Board of Directors may authorize any office or officers, agent or agents, to enter into any contract or execute any instrument in the name of, and on behalf of, the Association and by such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no officer, agent, or other person shall have any power or authority to bind the Association by any contract or engagement or to pledge his credit or to render liable for any purpose or to any amount.
Article X -- Amendments
Section 1. In addition to the method of amending a Constitution as prescribed by the laws of this State, this Constitution may be amended by filing with the Secretary a written proposal of changes endorsed by (1) a majority of the Board or (2) a two-thirds vote of the members of the Association present and voting at any Annual Meeting, or by special meeting called for that purpose.