The Roger Williams University School of Law Alumni Association Constitution
First Approved at the Inaugural Annual Meeting, March 20, 1999
Amended by the Law Alumni Association Board of Directors on April 18, 2023.
Article I. Name.
The name of this organization is the Roger Williams University School of Law Alumni Association (the “Association” or “LAA.”) The address for the Association is Roger Williams University Law Alumni Association, Ten Metacom Avenue, Bristol, RI 02809-5171.
Article II. Purposes.
The principal purposes of this Association are:
- To foster 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 School of Law's progress, achievements, and needs and provide opportunities for alumni to contribute to its welfare.
- To provide alumni with an appropriate avenue for communication with the School of Law.
- To provide alumni with 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. Authority.
Section 1. Under the University’s Authority.
The Association shall operate under the authority delegated to it by Roger Williams University (the “University”) and the School of Law. The Association shall operate under the oversight and in collaboration with the Dean of the School of Law and shall work with assigned Alumni Relations staff members. As such, actions by the Association are subject to collaboration with and final approval by the Dean of the School of Law.
Section 2. Incorporation and Tax Status.
The Association will not be granted separate incorporation or tax-exempt status unless otherwise determined by the University and the School of Law.
Article IV. 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 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.
Section 4. Membership may be rescinded upon action by the LAA.
Article V. Governance.
Section 1. The governing body of this Association is the LAA Board of Directors, and it shall: be responsible for the management, governance policies, and programs of the Association; establish its policies for 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 and as an advisory board to the Dean of the School of Law.
Article VI. Officers.
Section 1. President. The President shall preside over all meetings and sign all written instruments authorized and approved by the LAA Board of Directors.
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. The Secretary shall act if both the President and Vice President are absent.
Section 3. Secretary. The Secretary shall keep a complete written record of the proceedings of the LAA Board of Directors and the meetings of the members.
Section 4. LAA Board of Directors Meetings. Regular meetings of the LAA Board of Directors shall be held at least three times per fiscal year at such time and place as the LAA Board of Directors shall choose. The LAA Board of Directors, as it deems necessary and prudent, shall have the right to hold, waive or reschedule any meeting and shall have the right to schedule and hold Special/Emergency meetings as needed.
Article VII. Meetings of Members.
Section 1. The members of this Association shall hold an Annual Meeting for the presentation of the fiscal affairs of the Association and at least one additional meeting during the year.
Section 2. The rules contained in Robert’s Rules of Order, revised, shall govern all members' and directors' meetings. In instances of conflict between Robert’s Rules of Order and the Bylaws of the Association, the Bylaws shall control.
Article VIII. Fiscal Year.
The Association’s fiscal and election year shall be from July 1 to June 30 of the subsequent year.
Article IX. Execution of Documents.
The LAA Board of Directors shall not authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of, and on behalf of, the Association. The Board of Directors and any officer or officers may collaborate with appropriate University or School of Law personnel to enter into contracts or execute instruments for the LAA’s benefit. Unless so authorized by the University, the School of Law Board of Directors, and/or the Dean of the School of Law, no officer, agent, or other person shall have any power or authority to bind the Association by any contract or engagement or to pledge their credit, or to render the Association liable for any purpose or to any amount.
Article X. Indemnity for Litigation.
Section 1. To the extent permitted by law, each Director and Officer of the LAA Board of Directors shall be indemnified consistent with the University’s published Indemnification Policy, as it may be amended from time to time.
Article XI. 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 a special meeting called for that purpose.