Roger Williams University Alumni Association Board of Directors Bylaws
Bylaws of the Roger Williams University School of Law Alumni Association
Approved at the Inaugural Annual Meeting, March 20, 1999
Amended May 10, 2011
Amended and Restated on April 10, 2017
Amended and Restated on April 18, 2023
Article I. Goals
The goals of the Roger Williams University School of Law Alumni Association (the “Association” or “LAA”) are to support the purpose of the Association as stated in the Association’s Constitution (the “Constitution”).
Article II. Membership
Section 1. A person awarded a Juris Doctor degree or an honorary degree from the School of Law is automatically a regular member of this Association (a “Member”).
Section 2.The Board of Directors of this Association shall have the power to confer honorary membership in the Association upon such persons, organizations, or entities as it shall deem worthy of such honor. The LAA Board of Directors shall confer such membership by a two-thirds vote of those Directors present at a duly constituted LAA Board of Directors meeting. 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 the Board of Directors.
The Association shall be governed by a Board of Directors (the “Board”). The Board shall consist of the following:
- Thirteen (13) Members elected as provided for in Section 4 of this Article III.
- The immediate Past President of the Board.
- The Assistant Vice President for Alumni Relations, or their designee (or the successor to such position in the event of administrative reorganization) (hereinafter the “Chief Alumni Officer”) and the Dean of the School of Law both shall be ex-officio members of the Board.
Section 2. Eligibility and Terms of Directors.
A. A Member of good moral character is eligible to be nominated and to serve as a Director. Directors serve at the pleasure of the School of Law and may be removed for cause by the Dean or by the Board as permitted by these Bylaws.
B. The term of office for each Director shall be three Fiscal Years. The term shall begin on July 1 following their election and end on June 30 of the third Fiscal Year following the start of the term. No Member shall be eligible to become a Director for more than two successive terms, except that the current President may serve an additional one-year term as the President if so nominated and elected again.
C. A Director who serves two successive terms may not be nominated again until at least one year has passed since the expiration of their second term.
Section 3. Solicitation of nominations for Directors.
Annually, on the first Monday in March, or within a week thereafter, the Chief Alumni Officer shall email an announcement to the Members, soliciting nominations for membership on the LAA Board to replace the number of Directors whose terms will expire that year. A Member interested in serving as a Director shall be nominated by a petition in a form designed by the Chief Alumni Officer or their staff. The form petition shall contain a description of the expectations for Directors, including attendance requirements at LAA Board meetings, and that terms begin on July 1. The petition shall require a statement of interest of no more than 500 words and a current resumé. Three Members shall sign the petition. The petition, statement of interest, and resumé shall be submitted to the Chief Alumni Officer within fourteen (14) days of the e-mailed announcement to the Members.
Section 4. Election of Directors.
A. Members satisfying the requirements of Sections 2 and 3, supra, shall be Candidates in the Election of Directors, except that the Dean, in their sole discretion, may strike a petition for good cause. The Chief Alumni Officer and their staff shall administer the Election under the supervision of the Dean. The election of the Candidates shall be by electronic (e-mail) ballot announced no later than thirty (30) days after petitions are due. All voting shall be kept confidential by the University and the School of Law. In the event of a tie, the Dean, in consultation with Office of Alumni Relations staff, shall choose the Directors from the tied Candidates.
B.Ballots shall be due to the Chief Alumni Officer fourteen (14) days after the date ballots are announced. Ballots shall be certified by the Chief Alumni Officer within ten (10) days of the due date. The Elections results shall be transmitted to the LAA President first, then the LAA Board, within seven (7) days of certification. The Chief Alumni Officer shall officially declare the results of the Election to Members by e-mail within three (3) days of notifying the LAA President and the LAA Board.
Section 5. Election of Officers.
A. The Chief Alumni Officer, under the supervision of the Dean, shall administer the Election of Officers within seven (7) days after declaring the official results of the election of Directors by soliciting nominations for open officer seats to the incoming Directors.
B. Incoming Directors interested in serving in open officer seats shall then have seven (7) days to submit petitions in a form substantially like the form described in Article III, Section 2, to the Chief Alumni Officer.
C. The Chief Alumni Officer shall announce the candidates to the incoming LAA Board within three (3) days of receiving petitions from Directors to serve as officers. The LAA Board shall then elect officers by majority email vote submitted to the Chief Alumni Officer within five (5) days. The Chief Alumni Officer shall certify the results and announce the new officers, first to the incoming LAA Directors and then to the LAA Members, within three (3) days. In the event of a tie, the Dean, in consultation with Office of Alumni Relations staff, shall choose the Officers from the tied Candidates.
Section 6. Vacancies.
A. A vacancy on the LAA 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 LAA Board, upon a 2/3 vote, may declare vacant the office of a Director for good cause.
C. Vacancies of the LAA Board shall be filled by a special solicitation for nominations consistent with the process outlined in Section 4. Each Director so elected shall hold office until the expiration of the term of the replaced Director.
Section 7. Resignation.
Any Director may resign effective upon giving written notice to the President, the Secretary, or the LAA 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.
Article IV. Officers.
The Officers of the Board of the Law Alumni Association shall be those established by the Constitution. For a Director to serve as an Officer, the Director must have completed at least one year of their term.
Section 1. Additional Powers & Duties of the President.
In addition to the powers the Constitution prescribes, and with the express approval of the Roger Williams University (the “University”), the President shall perform other duties as the LAA Board of Directors may designate and as the LAA Constitution permits. The President, working in collaboration with the Dean and the Chief Alumni Officer, shall be responsible for coordinating the activities of this Association and may appoint committees to carry out specific programs.
Section 2. Additional Powers & Duties of the Vice President.
The Vice President shall act and have all the power of the President when the President is absent or unable to act. If the President and Vice President are absent or unable to act, the Secretary shall act.
Section 3. Additional Powers & Duties of the Secretary.
The Secretary shall take the minutes of the meetings of the Board and Members; see that all notices are given as prescribed by these Bylaws; be the custodian of the Association records, keep records of attendance; and, in general, perform such other duties as may be assigned to them by the President of the Board.
Article V. Board of Director Meetings.
Section 1. Regular Meetings.
Regular meetings shall be held at least three times per year at the time and place the Board may choose. Written notice of these LAA Board of Directors meetings and a proposed agenda shall be mailed or emailed by the Chief Alumni Officer or their designee at least three hours before the meeting.
Section 2. Special meetings.
The LAA Board may be called to meet at any time by its President, Vice President, Secretary, any two Directors of the Board, or the Dean 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 LAA Board meetings and Association events. Participation by conference call is equivalent to attendance. Failure of a Director to attend two meetings of the LAA 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 concurrently 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 Meetings.
The President, a majority of the LAA Board, or five percent or more of the Members, may call Special meetings 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 per Section 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. If the notice is not mailed by first-class, registered, or certified mail, notice shall be given not less than twenty days before the meeting day.
Section 4. Quorum.
Fifteen regular Members of the Association shall constitute a quorum to conduct business at any meeting of the Members. However, the only matters that may be voted on at any regular or annual meeting 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 is taken (other than an 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 and annual meetings shall generally be:
- Roll call
- Approval of minutes of the preceding meeting
- Committee updates/reports
- Unfinished business
- New Business
- 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) for ballots other than for the election of directors, state the percentage of approvals necessary to pass the measure(s); (iii) for ballots for the 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 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 of the Association and retained in the Association records for two years.
Article VII. Committees.
Section 1. Committees.
The LAA Board or its 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 regarding: 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.
Section 2. Executive Committee.
An Executive Committee shall exist comprised of the Officers established in the Constitution.
Article VIII. Amendments.
Section 1.
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 LAA Board at any regular meeting thereof or by special meeting thereof called for that purpose. The Board may not adopt, amend, or repeal any provision of these Bylaws fixing or changing the number of Directors.
Section 2.
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. Limitations of Power.
Unless expressly authorized by the University or the Dean of the School of Law, the LAA shall not have the authority to pledge the credit of the School of Law or agree to or establish any obligation in the name of the University or the School of Law. The LAA is not authorized or empowered to act as agent for the University or the School of Law for any purpose and shall not on behalf of the University or the School of Law enter into any contract, warranty, or representation as to any matter.