The William and Mary
name of the Society, which was incorporated by an Act of the General Assembly
approved February 21, 1923, under the name of "The Alumni Association of
the College of William and Mary in Virginia," as of June 10, 1938, was
changed to and remains "The Society of the Alumni of The College of
William and Mary. In 2004, paperwork filed with the State Corporation Commission
in the State of Virginia cited the corporation doing business as "The William
and Mary Alumni Association.”
principal office of the William and Mary Alumni Association is in the City of
Williamsburg in the Commonwealth of Virginia.
PURPOSES OF THE ASSOCIATION
Articles of Incorporation of the Association state that "the purpose of this corporation is to
organize the alumni of the College of William and Mary in one general body, so
as to better keep alive the memories of college life, and by their united
efforts, the more efficiently to aid in the promotion of the welfare of the
MEMBERSHIP IN THE ASSOCIATION
SECTION I. The
exclusive ultimate control of the affairs of the Association shall be vested in
its members and shall be exercised, subject to their control, by a Board of
(a) Membership. The William and Mary Alumni Association
endorses the non-discrimination policies as established by the College of
William and Mary.
of Membership. The Association has four classifications of membership:
(1) "Alumnus" or
"Alumna": any former
student of the College's program for credit during the regular academic session
in Williamsburg who (a) has received an earned degree from the College of
William and Mary, or (b) has been enrolled for at least one (1) term and has
received honorable dismissal from the College; and,
(2) Honorary Alumni: members of the College community who do not
otherwise meet the criteria established for membership can be designated
honorary alumni with the approval of a majority of the Board of Directors. The selection of Honorary Alumni of the
College of William and Mary shall be exclusively the purview of the William and
Mary Alumni Association but based on careful consideration of service by
individuals on behalf of the College, the Association, one of the schools,
academic departments or active organizations that provide volunteer and
financial support. Honorary Alumni shall
have all the rights and privileges of membership with the exception of voting
or holding a membership on the Association's Board of Directors.
(3) Honorary Degreed Alumni: holders of honorary degrees from the College
are automatically accorded membership in the Association. Honorary degreed alumni cannot be elected to
office or the Board of Directors but are eligible to vote in elections.
(4) Associate Member: upon approval
of the Board of Directors, all retired members of the faculty and
administrative staff of the College shall be accorded associate membership
status. Other persons who may be
considered for associate membership can be from among the parents, community
and friends of the College. Associate
Members shall have all rights and privileges of membership with the exception
of voting or holding membership on the Board of Directors.
SECTION II. The
Annual Meeting of the Association shall be held in Williamsburg, Virginia, at a
time and place designated by the Board.
Special meetings of the Association may be held on call of the Board of
Directors or on petition of not less than 450 members. All names on a petition for a special meeting
must be verifiable.
Notice of all meetings of the Association, whether annual or special,
shall be given by the Secretary of the William and Mary Alumni Association by
publication in the Association’s magazine, website and/or electronic newsletter
not less than twenty-one (21) days prior to the date of the meeting, and as
otherwise required by law. Notice of any
special meetings shall state the purposes of the meetings. No business shall be transacted at a special
meeting that does not relate to the purposes stated in the notice.
SECTION V. A
quorum of any meeting of members of the Association shall consist of one
percent (1%) of members represented in person or by proxy. Matters requiring decision shall be
determined by a majority of those members present at a meeting at which a
quorum is present or as otherwise required by law.
AND PURPOSES OF THE BOARD OF DIRECTORS
SECTION I. The
Board of Directors has and exercises the powers resident to the incorporation
of the Association and prescribed by law.
It operates in accordance with the power and authority vested in it by
law, subject to any limitation set forth in the Articles of Incorporation of
the Association, and shall exercise such power and authority pursuant to these
Bylaws and the resolutions it adopts.
primary functions of the Board are policymaking and responsibility for sound
resource management of the Association.
The Board determines the general and financial policies of The William
and Mary Alumni Association and has the power to carry out other functions that
are permitted by these Bylaws or by the Articles of Incorporation, except as
limited by law.
(a) The general powers of the Board are:
(1) establish policies for the Association;
(2) promote the educational and financial
welfare of the Association.
(b) The specific powers of the Board
include but are not limited to the following:
(1) determine and periodically review the
purposes and the mission of the Association and its relationship to the
(2) establish, review, and approve changes
in the programs of the Association, consistent with the mission of the Association
and Board authority;
(3) appoint the Executive Vice President,
who shall be the Chief Executive Officer of the Association and remove same for
(4) approve and authorize all associate
and approve recipients of the Alumni Medallion;
(6) oversee and approve the budget of the Association,
and establish policy guidelines for the endowment of the Association and all
other investments and fund raising it may undertake from time to time;
(7) authorize the purchase, management,
and sale of all land, buildings or major equipment for use of the Association;
(8) authorize the construction of new
buildings and major renovations of existing buildings;
(9) authorize the incurring of debts by
the Association and securing thereof by mortgage and pledge of real or personal
property, tangible and intangible;
(10) authorize any establishment of and
changes in any dues program;
(11) authorize chapter format, organization,
standards, amendment process, and dissolution;
(12) authorize officers or agents of the Association
to accept gifts or bequests on behalf of the College;
(13) approve the use of the Association's
(14) raise funds consistent with the purposes
of the Association; and
(15) actively promote the general welfare of
the Association's membership and promote and attitude of generosity to the Association
and the College of William and Mary.
OF THE BOARD OF DIRECTORS
SECTION I. The voting membership of the Board of
Directors shall be composed of at least sixteen (16) members, three (3) of whom are elected
annually by the membership of the Association, and one (1) who is appointed annually
by the Board, as well as the Immediate Past President of the Association as set
(a) Directors shall serve terms of four (4)
years. Directors may not serve consecutive terms, but may be re-elected or
reappointed to the Board if at least one (1) year will elapse between
members who have contributed to any recognized or accredited William and Mary
fund in the last fiscal year shall be eligible to serve in an elected position
of the Association.
(c) Unsuccessful balloted nominees are
ineligible to be appointed to the board in that election year.
SECTION II. A President of the Association who concludes
his or her term as President in the last year of his or her term on the Board
may be appointed by the Board to serve an additional year as a voting Board
member. Such person shall serve on the
Executive Committee and on such other committees as the Board may appoint, but
shall not serve as chair of a standing Board committee or as an officer of the
SECTION III. The Chairpersons of all formal councils of the Association shall serve as non-voting ex-officio members of the
Board during their tenures as Chairpersons of such groups. Such members may attend all meetings of the
Board but may not serve as a chair of any standing Board committee, be elected
to Board office, or serve on the Board Executive Committee. Such members may not delegate their authority
or obligations to other members of their constituent groups.
SECTION VI. The President of the Association, in
consultation with the President of the College, may appoint a senior officer of
the College to serve as a non-voting member of the Board. Such member shall serve a term of one (1)
year but may be re-appointed. Such
member may attend all meetings of the Board but may not serve as a chair of any
standing Board committee, be elected to Board office, or serve on the Board
SECTION V. No Board member may receive compensation for
SECTION I. The
method of election of members of the Board of Directors shall be as follows:
(a) The President of the Association shall appoint a Board
Nominations Committee consisting of five (5) members of the Association, of
whom one (1) is currently a member of the Board who shall be designated by the
President as chairperson and one (1) who shall have served on the Committee the
previous year. The names and addresses
of the Committee shall be published in a winter/spring issue of the Association’s
magazine, in a winter/spring issue of the Association’s electronic newsletter,
and/or on the Association’s website, together with an announcement that
Committee members will receive suggestions for nominations to the Board of
Directors from members of the Association.
(b) The Nominations Committee shall confer
and consider all names which have been suggested and shall nominate six (6)
persons each year and shall certify the nominees to the editor of the Association’s
magazine in sufficient time for publication in the spring/summer issue of the Association’s
(c) In addition to the nomination process
described above, members of the Association may petition nominations by
securing signatures from no fewer than three-hundred (300) members. All petitions submitted must contain original
signatures, printed names, class years and addresses of each individual whose signature
appears on the petition and a statement clearly denoting the intent of the
petition for those asked to support it by signature. Petitions must be received for verification
by the Association no later than July15.
A petition can nominate only one candidate per petition and is valid
only for the election in the year it is submitted. Following verification of the required number
of signatures on a petition the candidate so designated by petition shall be
placed on the ballot. The Association
shall provide a sample of petition format, consistent with the above
requirements, upon request.
(d) The names of all persons accepted for
nomination upon their consent shall be placed on a ballot by the Executive Vice
President. The ballot shall designate
candidates nominated by the Nominations Committee and those nominated by
petition. A ballot shall be made
available to every member
no later than 30 days before poll closing.
ballot cast must be identified by a specified unique identifier by the member
casting the vote to permit validation by tellers. Ballots must be received by the Association
not later than the date set forth on the ballot.
(f) The Executive Vice President of the Association
shall appoint tellers who are not members of the Board to validate and count
(g) A plurality of votes cast shall select
the three (3) new members who are to be elected, subject to such qualifications
as may be stipulated in Article VI pertaining to the composition of the Board
(h) The results of the election shall be
reported to the membership of the Association.
The Executive Vice President shall retain custody of the ballots for
thirty (30) days after the announcement of results and then, unless otherwise
directed by the President of the Association, shall cause them to be destroyed.
Members of the Board of Directors and officers of the Association shall
take office in the following manner.
(a) At the last meeting of the Board of
Directors preceding election of new members of the Board, the President of the Association
shall appoint a Committee composed of members of the Board to nominate a
President, Vice President, Secretary, and Treasurer of the Association.
(b) At the first meeting of the Board of
Directors following election, the newly elected members shall attend said
meeting, without vote, until completion of all agenda matters of the meeting.
(c) As the final agenda matter of the
meeting, the President shall call for a report of the committee appointed to
nominate a President, Vice President, Secretary, and Treasurer of the Association,
and the members of the Board shall vote to fill such offices.
(d) Upon completion of the election of
officers, the terms of outgoing members of the Board of Directors shall end,
and the terms of incoming members of the Board of Directors shall begin.
SECTION III. Vacancies in any Board position or Board
office shall be filled by the Board for the unexpired term.
Regular semiannual meetings of the Board of Directors shall be held at a
time and place determined by the President of the Association. A portion of each regular meeting may
be reserved for the Board to meet in Executive Session.
Special meetings of the Board of Directors may be called by:
(a) any two (2) members of the Executive
(b) upon the request of one-third (1/3) of
The objectives of the meeting must be set forth in
both the call for and the notice of the meeting. No business is transacted at a
special meeting that does not relate to the purposes for which it was
SECTION III. A
quorum at any meeting of the Board of Directors shall consist of a majority of
the voting membership of the Board. A
majority of those Directors present at a meeting at which a quorum is present
shall have power to decide any questions which may properly come before the
meeting, unless a greater number shall be required by statute, these Bylaws, or
the Articles of Incorporation.
Attendance at any meeting by a Director is conclusively deemed a waiver
of notice unless objection is made at the outset of the meeting. Meetings may be conducted through
telecommunications equipment, provided all Directors participating can hear
each other simultaneously. Participation
through the use of this equipment constitutes presence at the meeting.
SECTION IV. Any
member of the Board who is absent from two (2) consecutive regular meetings of
the Board, except for reasons accepted as sufficient by the Board, ceases to be
a member of the Board, and the Board shall elect a member to the vacancy for
the unexpired term.
SECTION I. The
officers of the Association shall be President, Vice President, Secretary, and
Treasurer, who shall be elected by the Board of Directors from its elected
membership for a term of one (1) year, unless otherwise provided here, and
shall hold office until their successors are elected and have qualified. Election of officers shall be conducted as set
forth in Article VII, Section II. Officers
shall not be eligible for election for more than two (2) consecutive
SECTION II. Officers,
Duties. The officers and their
respective duties shall be as follows:
(a) The President is elected by the Board
to serve for a term of one (1) year. The
President may be re-elected to serve a second one (1) year term, but may serve
no more than two (2) consecutive years.
The President exercises a general executive control of the affairs of
the Association; presides at all meetings of the Association, the Board, and
the Executive Committee; appoints members of committees; serves as an
ex-officio member of all committees; exercises the usual powers and performs
the usual duties incident to the office of the President, and such other powers
and duties as may from time to time be delegated to the President by the
(b) The Vice President is elected by the
Board to serve for a term of one (1) year.
The Vice President may be re-elected to a second one (1) year term, but
may serve no more than two (2) consecutive years. In the absence or disability of the
President, the Vice President shall perform the duties of the President. He or she shall have such other normal duties
as the Board may from time to time prescribe.
(c) The Secretary is elected by the Board
to serve for a term of one (1) year. The
Secretary may be re-elected to a second one-year term, but may serve no more
than two (2) consecutive terms. The
Secretary gives proper notice of all meetings of the Board and keeps a record
of the appointment of all committees of the Board. Furthermore, the Secretary keeps or causes to
be kept a record of the minutes of all meetings of the Board and each of its
committees. Any of the duties or powers
of the Secretary may be performed by an Assistant Secretary, who shall be
responsible to the Secretary and holds office at the discretion of the
(d) The Treasurer is elected by the Board
to serve for a term of one (1) year. The
Treasurer may be re-elected to a second one (1) year term, but may serve no
more than two (2) consecutive years. The
Treasurer supervises the accounts and financial resources of the Association,
including but not limited to cash, securities, stocks, bonds and all other
property, personal or real, tangible or intangible, owned by the Association. The Treasurer ensures the books are kept
accurately and furnishes to the Board each year a financial statement audited
by an independent certified accountant.
The Treasurer may be required, by the Board or by statute, to furnish a
bond for the faithful performance of his duties, and is the Chairperson of the
Finance and Investment Committee.
SECTION I. The
Executive Vice President, appointed by the Board of Directors, is the Chief
Executive Officer of the Association and the official advisor to and executive
agent of the Board and its Executive Committee.
SECTION II. The
duties of the Executive Vice President are:
exercise a general
superintendence over the activities of the Association and bring those matters
that are appropriate for Board consideration, review, and policy guidance;
(2) carry out the policies and
instructions of the Board;
(3) serve as ex-officio member, without
vote, of all committees of the Board;
(4) attend all regular meetings of the
Board without vote.
The Executive Vice President shall be bonded for such amount as the
Board of Directors may determine.
I. There shall be two standing
committees of the Board: the Executive Committee and Finance and Investment Committee. The Board may create and, in turn, abolish
special or ad hoc committees it may establish for the discharge of particular
duties, as necessary for the best conduct of its business. The President shall
assign board members to committees as necessary.
Additional members who are not on the Board
may be appointed unless otherwise provided in the Bylaws, but the chair of each
committee and a majority of its members must be current members of the Board. The chair of any committee, with the consent
of the President, may request the Executive Vice President to ask an officer of
the College or member of the administrative staff to serve as a liaison between
the Board and the College and to assist the committee in carrying out its
duties. All standing committees meet at
least twice annually.
Committee. There shall be an
Executive Committee of the Board of Directors to be composed of the President,
Vice President, Secretary, Treasurer, Executive Vice President and at least one
(1) member at large, selected by the President.
The Executive Committee has general supervision of the affairs of the Association
and Board between meetings of the Board.
Unless specifically empowered, it may not take action inconsistent with
a prior act of the Board of Directors, alter Bylaws or legal instruments,
remove or appoint the Executive Vice President, or take any action which
otherwise has been reserved for the Board.
The Executive Committee reviews the organization and personnel of the Association,
and annually reviews and adjusts the Executive Vice President's
compensation. The Executive Committee
meets at least three (3) times each year, and minutes are taken and distributed
to each member of the Board following any meeting or are reported at the next
semi-annual Board meeting. Special
meetings may be called by the Secretary with the written consent of the
President or at least three (3) of the members.
The Executive Committee may act on behalf of the Board as necessary in a
situation requiring immediate action
(b) Finance and Investment Committee. This committee shall be concerned with
matters pertaining to the budget, with the endowment of the Association, with
financial planning, with revenue-generation, the operations of the Alumni
Center, alumni records and related information systems, and with such other matters as may from time to time
be assigned to it by the President.
SECTION I. An
Alumni Chapter, in order to be recognized by the College of William and Mary
and the William and Mary Alumni Association of said College, must be chartered
by the William and Mary Alumni Association through its Board of Directors.
SECTION II. The
President of the Association is, by the authority of the Board of Directors,
authorized to issue a chapter charter.
The objectives of the alumni chapters shall be to preserve the memories
of College life and to organize the alumni of the College into effective units
in order that efforts shall serve greatly in promoting the welfare of the
College, the Association, and its alumni.
SECTION IV. Any
group of twenty-five (25) or more members desiring to form a chapter may
petition the Board of Directors of the William and Mary Alumni Association,
giving the names of charter members and the names of its President, Vice
President, Secretary, and Treasurer, other officers so designated, and the name
of the new chapter.
SECTION V. No
charter shall be granted to any group where there already exists a chapter in
that region which in the opinion of the Board of Directors is adequate to serve
the interest of the William and Mary Alumni Association.
SECTION VI. In
order to secure a charter, petitioning groups must agree to the following
(a) The chapter shall hold at least one
(1) meeting a year, the minutes of which shall be certified to the Executive
Vice President of the William and Mary Alumni Association.
(b) The chapter shall inform the Executive
Vice President of the William and Mary Alumni Association by October 1 of each
year the names of the current officers.
After thirty (30) days, if such report has not been made, the Executive
Vice President shall write the last known Secretary of the chapter for such
information which must be received within sixty (60) days.
(c) The chapter must annually file with
the Board of Directors of the Association a Statement of Account at the close
of each fiscal year. The statement shall
provide financial disclosure of all assets and liabilities and summarize
expenditures for the preceding year. The
statement must be signed by at least two (2) officers and notarized.
(d) The chapter must comply with policies
concerning the management and affairs of chapters as determined by the Board of
(e) Failure to comply with the above
regulations may revoke the charter of the chapter.
assets of the William and Mary Alumni Association are at all times dedicated to
the purposes of the Association. If for
any reason it becomes necessary to dissolve or liquidate the Association, the
remaining assets, after payment of debts and compliance with all other
obligations of the law, may be distributed, transferred or conveyed to one (1)
or more corporations, organizations or institutions organized and operated
exclusively for scientific, educational, and charitable purposes that qualify
for tax exemption under Section 501(C)(3) of the Internal Revenue Code of 1954,
as amended, that the Board selects and/or is directed by a court of competent
jurisdiction. If more than one (1)
beneficiary is named, the Board determines the proportion of the distributions.
The Executive Committee shall establish the agenda and
order of business for meetings of the Board.
AND PROCEDURES MANUAL
Board of Directors has a policy and procedures manual that addresses three (3)
general policy areas: Board policies, approved by the Board; personnel
policies, approved by the Executive Committee; and management policies,
installed internally by the Executive Vice President of the Association,
subject to review and approval by the Executive Committee.
member of the Board of Directors is indemnified against all expenses actually
and necessarily incurred by a member in connection with the defense of any
action, suit or proceeding to which the member is a party by reason of being or
having been a member of the Board of Directors of the Association; provided,
however, that there shall be no indemnification in relation to such matters to
which the member is adjudicated in an action, suit or proceeding to be liable
for gross negligence or willful misconduct in the performance of duty as a
member of the Board of Directors of the Association.
SECTION I. A
member of the Board is considered to have a conflict of interest if:
(1) the member has existing or potential
financial or other interests in a matter before the Board which might
reasonably appear to impair the member's independent, unbiased judgment in the
discharge of the member's responsibilities to the Association; or
(2) the member is aware that a family
member in the same household, or any organization of which the member is an
officer, director, employee, member, partner, trustee or controlling
stockholder, has existing or potential financial or other interests in such
matter before the Board.
SECTION II. No
Director may vote on any matter in which the member has a conflict of
interest. Further, the minutes are to
reflect that a disclosure was made that the member having a conflict of interest
abstained from voting.
SECTION III. A
Director who is uncertain of a conflict of interest may request the Board or
Executive Committee to resolve the question by majority vote.
otherwise provided by statute or the Articles of Incorporation of the Association
or as otherwise expressly set forth herein, these Bylaws may be amended by a
majority of Directors present at a Board meeting at which a quorum is present,
provided that due notice of the meeting and such proposed action shall have
been given in accordance with the Bylaws and the proposed amendment
stated. Such action shall become
effective immediately unless otherwise specified. The foregoing not withstanding, Bylaws matters affecting Association membership, nominations and
elections, dissolution, or purposes of the Association may only be amended by a