GWLAA Constitution

ARTICLE I

Name

The name of this association is the George Washington Law Alumni Association ("Association" or "GWLAA").

ARTICLE II

Purpose

The Association exists to promote the The George Washington University Law School ("GW Law" or "Law School") by engaging its alumni in the activities of, and in support of, the GW Law School.

ARTICLE III

Membership of the Association

The membership of the Association shall consist of all law graduates of GW Law and any predecessor institution(s), current members or former full time, part time and adjunct members of the law faculty, and those persons so declared by actions of the Board of Directors of the Association.

ARTICLE IV

Board of Directors

Governance.  The Association shall be governed by the Board of Directors, supported by the Faculty, Staff and Dean’s Office of GW Law working in cooperation with the Office of Alumni Relations of the Law School.

Composition.  The Board of Directors shall consist of its Directors, led by its duly elected President, and not more than eight additional Executive Committee Members, chosen from among Members of the Association, one of whom shall be (a) the Immediate Past President of the GWLAA, and (b) the President-Elect of the GWLAA, each in accordance with their terms of office.  The number of Directors to be elected in any year shall be determined by the Executive Committee.  Except in extraordinary circumstances, the Board shall not exceed 40 Directors at any given time, each Director serving not more than two consecutive terms.

Terms and duties of Officers and Directors.

  • President. The President shall preside at meetings of the Board of Directors and meetings of the Executive Committee, and shall perform those acts and duties usually attributed to the office of the President.  The President shall serve a two-year term.  In the absence or inability of the President, or upon the death or permanent disability of the President (“Vacancy”) the President-Elect (should such person have been duly elected as of the time of the vacancy,) shall automatically assume the position of President for the unexpired term of the President.  If there is no one in the position of President-Elect, the Dean of the Law School, in consultation with the Director of Law Alumni Relations and the Executive Committee, shall choose one of the Executive Committee Members to exercise the duties of the President for the unexpired term of the President.  Upon expiration of his or her term, the President assumes the role of Immediate Past President.
  • Immediate Past President. The Immediate Past President shall serve on the Executive Committee for a term of one  year following the expiration of  his or her term as President, and shall serve as  an advisor to the sitting President.
  • President-Elect. The President-Elect shall be elected, and shall serve on the Executive Committee, for one year  prior to the commencement of his or her term of office as President.  The President-Elect shall perform such functions as designated by the President.
  • Executive Committee. The Executive Committee shall consist of the President, and up to eight Directors, including the Immediate Past President and President-Elect, who shall meet at those times and places determined by the President.  The Executive Committee acts between meetings of the Board of Directors and exercises any powers not expressly prohibited by the Board.  Executive Committee Members serve for two-year terms, unless an Executive Committee Member is elected President, in which case his/her term is extended through the term of his or her Presidency, and for one additional year following the conclusion of such term.  Executive Committee Members are expected to attend Executive Committee meetings, meetings of the Board of Directors, and other Association activities. If any Executive Committee Member should fail to attend three consecutive meetings of the Board, s/he ordinarily shall be deemed to have resigned from the Board, absent exceptional circumstances, as determined by the remaining members of the Executive Committee.
  • Directors. Directors serve three-year terms, unless a Director is appointed to the Executive Committee, in which case his/her term is extended accordingly. Directors are expected to attend meetings of the Board of Directors and other Association activities and to participate in the activities, functions and the conducting of the business of the Association.
  • Renewal of term. A Director who has completed his/her three-year term may be reappointed to one additional three-year term upon the recommendation of  the Nominating Committee and elected by the Board of Directors.
  • Resignation and Suspension. If any Director should fail to attend three consecutive meetings of the Board, s/he shall be deemed to have resigned from the Board, absent exceptional circumstances, as determined by the Executive Committee. 

Meetings of the Board of Directors.  The Board of Directors shall meet at those times and locations determined by the President, ordinarily twice per year, once in the fall and once in the spring.  Notice of such meetings shall be issued in a timely manner via electronic mail to all members of the Board of Directors and the Executive Committee.  Executive Committee Members and other Directors are expected to attend both such meetings as well as interim meetings of the Executive Committee.  Arrangements shall be made for the Board of Directors and Executive Committee to attend and fully participate in all such meetings by telephone conference call.

Voting. Any matter which the President deems to require a vote shall be brought to the attention of those Directors present during a scheduled meeting.  The President shall then call for and take a vote, including of those present by teleconference.  The majority vote of those present controls.

Conflicts of Interest. Board Members shall avoid conflicts of interest and if the appearance of any such conflict may arise, it is incumbent upon the member to fully disclose said conflict in writing to the Executive Committee.

ARTICLE V

Committees 

The President may appoint Committees of the GWLAA at his/her discretion to conduct the work of the Association.  Such Committees shall be listed and/or amended in a separate document entitled “Presidential Committees” which shall be designated by the President and approved by the Executive Committee.

ARTICLE VI

Nominating Committee

The President and the Dean of the Law School shall appoint a Nominating Committee of at least three Directors.  The Nominating Committee shall receive a list of proposed candidates for President, President-Elect (in those years in which the President-Elect is to be designated for a term of service commencing one year prior to the expiration of the term of the President), Executive Committee Members, and/or Directors from a list prepared by the President, the Dean of the Law School, and the Director of Law Alumni Relations.  All law alumni may submit suggestions to the Nominating Committee for new Directors to the President, the Dean of the Law School, the Director of Law Alumni Relations or the Nominating Committee for consideration.  Proposed candidates for the Board of Directors will be considered based on a variety of factors, including but not limited to the following: demonstrated interest in the Law School, leadership skills, and demonstrated monetary commitment to the Law School.  The President of the Student Bar Association, along with the Presidents of any constituent law alumni groups or associations approved by the Dean of the Law School may serve as Directors, upon nomination and election by the Board.  The Nominating Committee shall review the list of proposed candidates, and from it, select its recommendation as to the candidates to be elected to various parties.   The Nominating Committee’s report and its proceedings shall be deemed confidential and shall be first presented to the Executive Committee for its review and endorsement or suggestions for further consideration by the Nominating Committee.  At the appointed Board of Directors meeting, the Nominating Committee shall present its recommendations as to the proposed candidates to the Board of Directors, at which time the President shall call for additional nominations for persons desiring to run for any position, and shall conduct the elections of the Officers, Executive Committee and Members of the Board of Directors.  Officers, Executive Committee and Directors shall be elected by a majority of those Board of Directors Members present and voting.  The term of office of the President shall commence upon his or her installation at the conclusion of the meeting at which the President is elected. The term of office for all officers (except the President), Executive Committee and Directors shall commence upon their election, unless determined otherwise by the Board of Directors.                                                                      

ARTICLE VII

Amendments

This Constitution may be amended by a two-thirds vote of the Directors present at any Board of Directors meeting where, absent extraordinary circumstances, notice of the proposed amendment  has been given at least 10 (ten) days prior to the meeting through reasonable and efficient means.  

Article VIII

Adoption

The foregoing Constitution, as Amended, was duly adopted and ratified by the Board of Directors on the 26th day of September 2008.

 


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