Bylaws

Of

The William and Mary Alumni Association

ARTICLE I

NAME

The 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.”

ARTICLE II

PRINCIPAL OFFICE

The principal office of the William and Mary Alumni Association is in the City of Williamsburg in the Commonwealth of Virginia.

ARTICLE III

PURPOSES OF THE ASSOCIATION

The 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 College.”

ARTICLE IV

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 Directors.

(a) Membership. The William and Mary Alumni Association endorses the non-discrimination policies as established by the College of William and Mary.

(b) Classifications 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.

SECTION III. 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.

SECTION IV. 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.

ARTICLE V

POWERS 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.

The 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.

SECTION II.

(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 College;

(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 just cause;

(4) approve and authorize all associate members;

(5) authorize 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 name;

(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.

ARTICLE VI

MEMBERSHIP 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 forth herein.

(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 terms.

(b) Only 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 Board.

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 Executive Committee.

SECTION V. No Board member may receive compensation for services rendered.

ARTICLE VII

ELECTION OF DIRECTORS

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 magazine.

(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.

(e) Each 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 the ballots.

(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 of Directors.

(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.

SECTION II. 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.

ARTICLE VIII

BOARD MEETINGS

SECTION I. 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.

SECTION II. Special meetings of the Board of Directors may be called by:

(a) any two (2) members of the Executive Committee; or

(b) upon the request of one-third (1/3) of the Directors.

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 convened.

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.

ARTICLE IX

OFFICERS

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 terms.

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 Board.

(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 Board.

(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.

ARTICLE X

EXECUTIVE VICE PRESIDENT

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:

(1) 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.

SECTION III. The Executive Vice President shall be bonded for such amount as the Board of Directors may determine.

ARTICLE XI

COMMITTEES

SECTION 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.

(a) Executive 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.

ARTICLE XII

ALUMNI CHAPTERS

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.

SECTION III. 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 regulations:

(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 Directors.

(e) Failure to comply with the above regulations may revoke the charter of the chapter.

ARTICLE XIII

DISSOLUTION

The 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.

ARTICLE XIV

ORDER OF BUSINESS

The Executive Committee shall establish the agenda and order of business for meetings of the Board.

ARTICLE XV

POLICY AND PROCEDURES MANUAL

The 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.

ARTICLE XVI

INDEMNIFICATION

Every 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.

ARTICLE XVII

CONFLICTS OF INTEREST

SECTION I. A member of the Board is considered to have a conflict of interest if: