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Constitution of the Society of Alumni of Williams College

Historical Note: The Constitution of the Society of Alumni of Williams College was amended and restated as set forth below at the annual meeting of the Society on June 9, 2012, in Williamstown, Massachusetts. The current document replaces the Constitution adopted at the annual meeting of the Society on June 18, 1938, which was last amended at the annual meeting of the Society on June 11, 2005.

Preamble

The Society of Alumni of Williams College was organized on September 5, 1821, and is the oldest continuing college or university alumni organization in North America. Founded at a seminal point in the history of Williams College, the Society was established “for the promotion of literature and good fellowship among ourselves and the better to advance the reputation and interests of our Alma Mater.” With the unbroken support and dedication of succeeding generations of alumni, the Society pursues this purpose, and thereby serves the global community, through an expanding and diverse body of men and women who share the common bond of a Williams education.

Article I. Name and Purpose

This Society is named “The Society of Alumni of Williams College.” Its purpose is to advance the interests of Williams College.

Article II. Membership

All graduates and non-graduated matriculants of Williams College are voting members of the Society. Recipients of honorary degrees from Williams College, surviving spouses and surviving partners of deceased voting members, and such other persons as may be nominated by the Executive Committee and elected at an annual meeting of the Society, are honorary members of the Society. Honorary members have the rights and privileges of voting members, except that honorary members shall not be eligible to hold any office of the Society, to serve as voting members of any committee of the Society, to stand for election as Alumni Trustee, or to vote on any business of the Society including the elections of officers of the Society, members of the Executive Committee, or Alumni Trustees.

Article III. Annual and Special Meetings

  1. An annual meeting of the Society shall be held at Williams College on such day during the annual alumni reunion period as may be determined by the Executive Committee.
  2. Special meetings of the Society may be called at any time by the president or the Executive Committee, and shall be called by the president upon the written request of any fifty voting members. The date, time and place of any special meeting of the Society shall be determined by the president or a majority of the Executive Committee, respectively.
  3. Notice of all meetings shall be given to members no fewer than fourteen calendar days in advance of the meeting in a manner determined by the Executive Committee, which may include mail, email, internet online posting, publication in the Williams Alumni Review, and/or such other method(s) of notification as the Executive Committee determines to be necessary or advisable. Notice shall also be posted on the Williams College web site.
  4. At any meeting of the Society, fifty voting members shall constitute a quorum.
  5. Only voting members present in person may vote at any meeting of the Society. The vote shall be taken by voice vote, by a show of hands or by ballot in the discretion of the presiding officer. If, however, any ten voting members shall question a voice vote as announced by the presiding officer, the vote shall be taken either by a show of hands or by ballot and counted by tellers appointed by the presiding officer.

Article IV. Officers

The officers of the Society shall be a president, one or more vice presidents, a secretary, one or more assistant secretaries, and a treasurer. These officers shall be nominated as set forth in Article IX and shall be elected at each annual meeting. The terms of office for each officer shall be one year commencing upon election at the annual meeting of the Society. The Executive Committee may appoint such other officers and agents of the Society as it determines, from time to time, to be necessary or advisable in the conduct of the affairs of the Society.

Article V. President and Vice President(s)

The president shall preside at the meetings of the Society and at meetings of the Executive Committee, and shall perform such other duties as are appropriate to conduct the affairs of the Society. The vice president(s) shall perform such duties as may be delegated by the president or the Executive Committee. In the absence of the president at any meeting of the Society or the Executive Committee, a vice president shall preside, and in the absence of the president and the vice president(s) the Executive Committee shall select another officer of the Society or a member of the Executive Committee to serve as the presiding officer of the meeting.

Article VI. Secretary and Assistant Secretaries

The secretary shall keep records of the Society, give notice of the meetings and perform such other duties as may be prescribed by the Executive Committee. In the absence of the secretary, or by delegation from the secretary, such duties shall be performed by the assistant secretary or secretaries.

Article VII. Treasurer

The Treasurer of Williams College shall be ex officio treasurer of the Society. The treasurer shall have charge of the funds of the Society and shall keep full accounts of all receipts and disbursements of the Society.

Article VIII. Executive Committee; Vacancies

  1. There shall be a standing Executive Committee. The voting members of the Executive Committee shall be the president, the vice president(s), the secretary and eighteen members elected from the Society at large. Six of the eighteen members from the Society at large shall be elected at each annual meeting of the Society, after being nominated as set forth in Article IX, and shall hold office for a term of three years commencing upon election at the annual meeting. The following persons shall be non-voting ex officio members of the Executive Committee during their respective terms of office: the five Alumni Trustees of Williams College; the assistant secretaries of the Society; and the chair or co-chairs of the Alumni Fund or a person designated by the chair or co-chairs of the Alumni Fund.
  2. The president shall be the chair of the Executive Committee.
  3. The Executive Committee shall meet no fewer than three times per year. The dates, times and places of regular meetings of the Executive Committee shall be determined by the president and the secretary, in consultation with the Executive Committee and with due consideration of the annual calendar of Williams College. Special meetings of the Executive Committee may be called at any time by the president or a majority of the Executive Committee. The date, time and place of any special meeting of the Executive Committee shall be determined by the president or a majority of the Executive Committee, respectively.
  4. At any meeting of the Executive Committee, eight voting members of the Executive Committee shall constitute a quorum. The vote of a majority of the members of the Executive Committee present at the time of the vote, if a quorum is present at such time, shall be the act of the Executive Committee. Any voting member of the Executive Committee may participate and vote in a meeting of the Executive Committee by telephone, internet web-cast or similar method (if available), and such participation shall constitute the presence of the participant at the meeting as if he or she was physically present in person. Any action required or permitted to be taken by the Executive Committee may be taken without a formal meeting if all members of the Executive Committee consent in writing (which includes email or facsimile) to authorize the action.
  5. At any meeting of any committee (other than the Executive Committee) or subcommittee of the Society, a majority of the voting members of each committee or subcommittee shall constitute a quorum. The vote of a majority of the members present at the time of the vote, if a quorum is present at such time, shall be the act of the respective committee or subcommittee. Any voting member of a committee (other than the Executive Committee) or subcommittee may participate and vote in a meeting of the respective committee or subcommittee by telephone, internet web-cast or similar method (if available), and such participation shall constitute the presence of the participant at the meeting as if he or she was physically present in person. Any action required or permitted to be taken by any committee or subcommittee of the Society may be taken without a formal meeting if all members of respective committee or subcommittee consent in writing (which includes email or facsimile) to authorize the action.
  6. Any vacancies arising between the annual meetings of the Society among the officers of the Society or elected members of the Executive Committee may be filled through appointment by the Executive Committee, with the respective appointee(s) to hold office until the next annual meeting of the Society at which time the office(s) shall be filled by an election as set forth in Article IX.B.
  7. Except as otherwise specifically provided, the Executive Committee and the officers shall transact the business of the Society between the annual meetings. The Executive Committee shall appoint the Nominating Committees provided for in Articles IX and XI and such other standing or special committees or subcommittees of the Society as it determines, from time to time, to be necessary or advisable in the conduct of the affairs of the Society. The Executive Committee shall act as a board of final decision to settle all questions referred to it by the secretary concerning the election of Alumni Trustee.

Article IX. Nominating Committee for Officers of the Society and Members of the Executive Committee; Elections

  1. Prior to January 1 of each year, the Executive Committee shall appoint a Nominating Committee for Society Officers and Executive Committee. The members of this nominating committee shall be the president and/or the vice president of the Society, a member or former member of the Board of Trustees of Williams College, and no fewer than three voting members of the Society who are not officers of the Society or members of the Executive Committee. The Executive Committee shall designate a chair of the Nominating Committee for Society Officers and Executive Committee, or shall cause the designation of a chair by delegation of such responsibility. The Nominating Committee for Society Officers and Executive Committee shall select, and submit to the Executive Committee at such time as directed by the Executive Committee, the slate of nominees for officers of the Society for the ensuing year and for the six new voting members of the Executive Committee, and nominees to fill any vacancy on the Executive Committee for which an interim successor was appointed by the Executive Committee pursuant to Article VIII.F. In selecting candidates for officers of the Society and members of the Executive Committee, the Nominating Committee for Society Officers and Executive Committee shall be particularly mindful of each person’s loyalty to Williams College, standing in the community in which he or she lives and/or works, and standing among other baccalaureate graduates of Williams College and non-graduated matriculants in baccalaureate classes of Williams College. The Nominating Committee for Society Officers and Executive Committee may also take into consideration each person’s character, ability, class, geographic location, gender, race, national origin, occupation and skills, and any other factors deemed relevant to its deliberations.
  2. The nominees for officers of the Society and members of the Executive Committee shall be placed in nomination and voted upon at the annual meeting of the Society. Additional names may be placed in nomination at the annual meeting upon written petition of at least fifty voting members presented to the president of the Society no fewer than thirty days before the date of the annual meeting.

Article X. Alumni Fund

  1. The Executive Committee periodically shall appoint a chair or co-chairs, and one or more vice chairs, of the Alumni Fund from the membership of the Society, or shall cause the appointment of the chair (or co-chairs) and vice chair(s) by delegation of such responsibility. The Treasurer of Williams College shall be ex officio treasurer of the Alumni Fund. Under the direction of the Executive Committee, the chair (or co-chairs, as the case may be) shall have general charge of obtaining gifts and contributions to the Alumni Fund, and may appoint class agents and other assistants or cause their appointment by delegation of such responsibility. The chair (or co-chairs) shall report to the Executive Committee from time to time on all such matters. The vice chair(s) shall generally assist the chair (or co-chairs). In the absence of the chair (or co-chairs), the duties of such office shall be performed by one or more of the vice chairs. In addition to their duties under this article, the chair (or co-chairs) and the vice chair(s) of the Alumni Fund may consider, act upon and/or report to the Executive Committee on such other matters as may be delegated to them by the Executive Committee.
  2. Gifts and contributions to the Alumni Fund shall be devoted to such general purposes of Williams College as the President and Trustees of Williams College shall determine.

Article XI. Alumni Trustees

  1. Members of the Society shall elect, from the eligible members, five persons to serve on the Board of Trustees of Williams College and to be known as Alumni Trustees. One Alumni Trustee shall be elected in each year, and shall serve for a term of five years commencing on the July 1 immediately following the election. Elections of Alumni Trustees shall be conducted in accordance with this Article. The election to be conducted for Alumni Trustee in each year shall be completed by such date as the Executive Committee may determine to be necessary or advisable, but in no event later than the annual meeting of Society.
  2. Alumni Trustees shall be chosen by ballots. The form, content and medium of such ballots shall be determined by the Executive Committee. The secretary shall prepare the ballots, or cause them to be prepared, with such assistance from the administration and staff of Williams College as may be appropriate.
  3. Prior to September 30 of each year, the Executive Committee shall appoint a Nominating Committee for Alumni Trustee. The members of this nominating committee shall be the president and/or the vice president of the Society, a member or former member of the Board of Trustees of Williams College, and no fewer than three voting members of the Society who are not officers of the Society or members of the Executive Committee. The names of the members of the Nominating Committee for Alumni Trustee shall be stated in the notices or ballot solicitation materials for the corresponding election unless the Executive Committee determines otherwise, in which case the names shall be announced at the next annual meeting of the Society. The members of the Nominating Committee for Alumni Trustee appointed pursuant to this Article and the members of the Nominating Committee for Society Officers and Executive Committee appointed pursuant to Article IX.A may be the same, in whole or in part, in the discretion of the Executive Committee.
  4. The Executive Committee shall designate a chair of the Nominating Committee for Alumni Trustee, or shall cause the designation of a chair by delegation of such responsibility.
  5. The Nominating Committee for Alumni Trustee shall select the candidates for Alumni Trustee to be voted upon in the next election of Alumni Trustee. The Nominating Committee for Alumni Trustee shall communicate with as many sources as it determines to be reasonable and practical to identify suitable candidates for Alumni Trustee.
    1. In selecting candidates for Alumni Trustee from the persons under consideration, the Nominating Committee for Alumni Trustee shall be particularly mindful of each person’s loyalty to Williams College, standing in the community in which he or she lives and/or works, and standing among other baccalaureate graduates of Williams College and non-graduated matriculants in baccalaureate classes of Williams College. The Nominating Committee for Alumni Trustee shall also take into consideration each person’s character, ability, class, experience, geographic location, gender, race, national origin, occupation and skills, and may consider any other factors deemed relevant to its deliberations.
    2. Any member of the Society who is a baccalaureate graduate of Williams College or a non-graduated matriculant in a baccalaureate class of Williams College shall be eligible for nomination as a candidate for Alumni Trustee, with the following limitations:
      1. any person who has served a full term of five years as Alumni Trustee shall not be eligible to be nominated as a candidate for that office;
      2. one full year must elapse following the completion of the term of the president of the Society before he or she shall be eligible to be nominated as a candidate for Alumni Trustee; and
      3. no person shall be nominated as a candidate for Alumni Trustee by the Nominating Committee for Alumni Trustee for more than three consecutive years.
    1. The Nominating Committee for Alumni Trustee, after consideration of suggestions made by members of the Society and the results of its own review of suitable candidates and after securing the consent of each person selected to stand for election, shall nominate no fewer than three candidates for Alumni Trustee to be voted upon in the next election. In addition, the Committee shall choose no fewer than three alternates, specifying their order of selection. In the event that any candidate dies or otherwise withdraws his or her candidacy after certification of the nominations but prior to the commencement of balloting, such opening shall be filled from the list of alternates in the order of selection.
    2. The chair of the Nominating Committee for Alumni Trustee shall certify to the secretary of the Society and report to the Executive Committee the names of the candidates and the alternates selected by the Nominating Committee for Alumni Trustee not later than January 31 following the formation of the Nominating Committee for Alumni Trustee (or as soon thereafter as practicable if circumstances prevent adherence to that date).
  8. Subject to the provisions and requirements of this Article, the Executive Committee, in its sole discretion, shall determine the procedures and methods to govern the conduct of each election, including, without limitation, the time and manner of the election; the procedures for voting (i.e., mail, fax, email, internet online posting, hand delivery or any other method(s) for voting and delivery of ballots that may be approved by the Executive Committee); the deadline for submission of ballots; the form and content of notices and the method(s) of giving notice; and any other procedures, matters or processes that the Executive Committee determines to be necessary or advisable to facilitate the timely and efficient conduct of the election.
  9. Not later than January 31 (or as soon thereafter as practicable if circumstances prevent adherence to that date) of the year in which the Alumni Trustee to be elected will take office, the secretary of the Society shall provide or cause to be provided to each voting member of the Society, in such form as directed by the Executive Committee:
    1. a notice of the coming election of an Alumni Trustee, including the name, class, residence, vocation and fact (if so) of previous service on the Board of Trustees of each candidate (or the alternate for any candidate who dies or otherwise withdraws before the commencement of balloting);
    2. the official ballot containing the names of the candidates;
    3. the names of the members of the Board of Trustees of the College as then constituted, with a statement in the case of the Alumni Trustees as to their residence and the dates of expiration of their respective terms of office;
    4. the names of the members of the Nominating Committee for Alumni Trustee, unless the Executive Committee determines pursuant to Article XI.C only to announce the names at the annual meeting; and
    5. a statement of the last date for submission of ballots (by mail, electronic or other authorized method(s) of voting). The information prescribed by items
      (1) through (5) above may be provided to voting members in single or multiple documents and/or other forms of communication. The secretary shall also cause copies of, or appropriate information concerning, items
      (1) through (5) above to be publicized in such manner as the secretary deems appropriate or as the Executive Committee directs, including, without limitation, posting such materials on the Williams College web site, and/or publication in the Williams Alumni Review. The Executive Committee shall determine when the polls will be closed, and the ballots and notice of the election shall clearly so state.
  10. The secretary shall receive, count and hold the ballots cast in the election, subject to the order of the Executive Committee. The secretary shall announce the results of the election at the annual meeting of the Society, and at an earlier time, if any, as may be authorized by the Executive Committee. At such time as the secretary determines to be appropriate (or as the Executive Committee otherwise directs) after the final tabulation of the ballots, the secretary and/or his or her designee(s) may:
    1. report the results of the vote, on a confidential basis, to the president and vice president(s) of the Society, the President of Williams College, the Board of Trustees of Williams College, and/or the Trustee or former Trustee who served on the Nominating Committee for Alumni Trustee for the particular election; and
    2. advise the candidates of the results of the election on a confidential basis.
  11. The secretary of the Society shall refer to the Executive Committee all issues concerning the doubtful validity of votes or irregularities in the conduct of the election. Any disputes concerning the validity of votes or the conduct of the election shall be determined solely by the Executive Committee, whose determination shall be final.
  12. Each voting member of the Society shall be permitted to vote for one candidate only for the position of Alumni Trustee. The candidate receiving the highest number of votes shall be declared chosen to the office of Alumni Trustee.
  13. In the case of a vacancy in the office of any Alumni Trustee, such vacancy shall be filled by the Board of Trustees of Williams College in accordance with the provisions of the College Laws of Williams College that govern the filling of vacancies in the offices of Alumni Trustees. When nomination(s) to fill any such vacancy are required by the Board of Trustees pursuant to the College Laws of Williams College, the Executive Committee shall make such nomination(s) to the Board of Trustees on behalf of the Society.
  14. The words “elected,” “chosen,” “designated” or similar words in this article, when used with respect to the office of Alumni Trustee, shall mean the recommendation of the person to The President and Trustees of Williams College, by which body the election to the office of Trustee of Williams College is legally made.

Article XII. Amendments

This Constitution may be amended by affirmative vote of a majority of the members present at an annual meeting of the Society or at a special meeting called for the purpose. Amendments may be proposed by the Executive Committee or by petition signed by at least fifty voting members and submitted to the Executive Committee no fewer than sixty days prior to such meeting. Notice of the proposed amendment(s) shall be posted on the Williams College web site, and shall be given to members of the Society at least thirty days before the meeting at which the amendment(s) will be considered, in a manner determined by the Executive Committee which many include mail, email, publication in the Williams Alumni Review, and/or such other method(s) of notification as the Executive Committee determines to be necessary or advisable.