Article I – Name and Principal Office
Section 1. The name of this organization shall be William & Mary GALA (Gay and Lesbian Alumni/ae), Inc.
Section 2. The principal office of William & Mary GALA (Gay and Lesbian Alumni/ae), Inc. shall be in the District of Columbia, where the organization is incorporated.
Section 3. The Corporation shall have a Registered Agent, who, as required by law, shall be a resident of the District of Columbia, and shall be responsible for filing an Annual Report as required by the District of Columbia.
Article II – Nature of Organization
William & Mary GALA (Gay and Lesbian Alumni/ae), Inc., hereinafter referred to as the Association, shall be a national association of alumni/ae and friends of the College of William & Mary in Virginia, hereinafter referred to as the College. William & Mary GALA, Inc. has no formal affiliation with The College of William & Mary.
Article III – Purpose
The purposes of the Association shall be:
To provide social and professional networking opportunities among gay, lesbian, bisexual, and transgender alumni/ae and friends of the College.
To support, when appropriate, the goals and activities of gay, lesbian, bisexual, and transgender student organizations and any other group from the College requesting assistance and advice.
To foster and maintain a continuing awareness of the needs of the College’s gay, lesbian, bisexual, and transgender alumni/ae and students.
To promote greater understanding and acceptance of the College’s gay, lesbian, bisexual, and transgender students and alumni/ae on campus.
To promote greater understanding and cooperation among our membership, the entire William & Mary community, and the Commonwealth of Virginia.
To foster and maintain a continuing awareness of the College and its needs among its gay, lesbian, bisexual, and transgender alumni/ae, and to encourage their support of the College.
To promote educational, civic, and charitable activities within the lesbian, gay, bisexual, and transgender community.
To generate good working relations with the GALAs (Gay and Lesbian Alumni/ae Associations) of other college and universities and to participate in mutually beneficial projects with them.
Article IV – Membership
Section 1. The exclusive, ultimate control of the affairs of the Association shall be vested in its Active Members and shall be exercised by a Board of Directors, chosen from among the Active Members.
(a) Membership: William & Mary GALA, Inc. endorses and subscribes to the nondiscrimination policy established by the College of William & Mary. The Association has four categories of membership:
1. General Membership: General Membership in the Association shall be open to current and former students, faculty members, and staff, and to friends of the College. One may become a General Member upon written request that his/her name be added to the General Membership roster. All General Members and individuals wishing to become General Members must subscribe to the purposes of the Association, as stated in Article III. Members in this category may not vote or hold office in the Association.
2. Active Membership: An Active Member is a General Member in good standing who has expressed support for the welfare of the Association by paying dues or making other contributions within the past calendar year. Members in this category are eligible to hold office in the Association, and to cast their vote in any election organized by the Association.
3. Parents/Friends Membership: This category of membership is open to any member of the general public who subscribes to the purposes of the Association, as stated in Article III, and who wishes to support these purposes with a financial or other contribution, but who does not wish to be identified as an Active Member. Members in this category may not vote or hold office in the Association.
4. Corporate Membership: This category of membership is open to any legal business entity or commercial establishment who subscribes to the purposes of the Association, as stated in Article III, and actively supports and serves the GLBT community in its commercial enterprises and endeavors. Corporate Members are aware and recognize that their membership may be publicly recognized. Members in this category may not vote or hold office in the Association.
(b) Eligibility to vote or hold office: All Active Members shall be deemed eligible to vote in referenda and other elections, or to hold office in the Association. All Active Members shall have equal voting rights.
Section 2. The Board of Directors shall establish an annual schedule of dues, reflective of the various financial circumstances of its members, to which all members shall be encouraged to contribute. That schedule, however, shall not be used as a criteria for determining Active Membership. Any General Member in good standing who contributes any amount of financial support or donation of goods and services to the Association, shall be considered an Active member.
Article V – Board of Directors
Section 1. The management of the affairs of the Association shall be vested in the Board of Directors.
Section 2. The general powers of the Board of Directors are:
(a) To establish policies for the Association, a record of which shall be maintained in a Statement of Policy and Procedures.
(b) To ensure the fiscal well-being of the Association.
(c) To safeguard and promote the interests of the members of the Association.
Section 3. The Board of Directors of the Association shall consist of seven (7) Active Members of the Association, each serving at the pleasure of the Board of Directors of the Association.
Section 4. Any Active Member of the Association as deemed in Article IV shall be eligible for election to the Board of Directors. There is no restriction on the period of time directors may serve.
Section 5. In the event of a vacancy, the Board of Directors shall elect an Active Member to fill the vacancy.
Section 6. A director may be removed from a position on the Board by a majority vote of the Board under the following circumstances:
(a) The President certifies to the Board that the director in question has been lacking in participation or attendance at Board meetings and functions for a considerable period of time.
(b) A member of the Board, through actions and statements, effectively abdicates his or her responsibilities to the organization.
(c) A member of the Board resigns his or her position.
(d) The director may communicate in person or through electronic mail to the Board on his/her own behalf before such a vote is taken.
Article VI – Meetings of the Association
Section 1. The Annual Business Meeting of the Association shall be held in Williamsburg, Virginia, during Homecoming Weekend of the College.
Section 2. Notice of the Annual Business Meeting and of each special Association meeting and event of the Association shall be sent to all General and Active Members of the Association.
Section 3. All meetings of the Association shall be open to all members, regardless of whether they are General or Active Members.
Section 4. Robert’s Rules of Order, Revised shall be used when requested by any officer of the Association for the conduct of any meeting of the Association, its Board, or its Committees.
Article VII – Board Meetings
Section 1. (a) In addition to the Annual Business Meeting, regular meetings of the Board of Directors shall be held at a time and place determined by the President of the Board of Directors of the Association.
(b) Between meetings, Association business may also be conducted via electronic discussion on the internet. No official action may be taken, however, unless the President calls for each individual Board member to vote on a specific proposal, and a majority of the Board agrees to the specific proposal.
Section 2. A simple majority of the Board of Directors shall constitute a quorum providing that all directors have been given reasonable notice of the meeting. A majority of a quorum shall have the power to decide any questions which may properly come before the meeting. Meetings may be conducted through telecommunications equipment, provided all directors participating can communicate with each other simultaneously. Participation through the use of this equipment constitutes attendance at a meeting.
Section 3. Special meetings may be called at any time or place upon the request of one-third (1/3) of the directors.
Section 4. Attendance. Any director who is absent from two (2) consecutive meetings or functions of the Board, except for reasons accepted as sufficient by the Board, shall be deemed as effectively abdicating his or her responsibilities to the organization, and may be removed from a position on the Board by a majority vote of the Board who then may elect an Active Member to fill the vacancy, according to Article V of these bylaws.
Article VIII – Officers
Section 1. The Charter officers shall consist of the following: President, Secretary, Treasurer, Vice President of Membership, Vice President of Communications, and Vice President of Campus Affairs.
Section 2. Charter officers shall serve for a term of one (1) year.
Section 3. Officers, Duties.
(a) The President of the Board of Directors, elected by the Board of Directors, is the Chief Executive Officer of the Association and acts as Policy Planning Officer. The President exercises a general executive control of the affairs of the Association; sets the Agenda and presides at all meetings of the Association or the Board; appoints members of committees; serves as an ex officio member of all committees, exercises the usual powers and performs the usual duties of President, and such other powers and duties as may from time to time be delegated to the President by the Board.
(b) The Secretary, elected by the Board of Directors, gives proper notice of all meetings of the Board or the Association, keeps a record of the appointment of all Committees of the Board, and assists the President with correspondence upon request. 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.
(c) The Treasurer, elected by the Board, supervises the accounts and financial resources of the Association, ensures that the books are kept accurately, and furnishes the Board with financial statements at regular Board meetings.
(d) The Vice President of Membership, elected by the Board, manages the database and mailing lists of the members of the Association and develops strategies for improving membership recruitment, membership diversity, and outreach to new graduates of the College.
(e) The Vice President of Communications, elected by the Board, manages the Association’s web and social media presence and is authorized to act on behalf of the Association in updating and modifying content on the Association’s website and social media accounts.
(f) The Vice President of Campus Affairs, elected by the Board, maintains relationships with student, staff, and faculty organizations and associations at the College that serve the gay, lesbian, bisexual, and transgender campus community.
Section 4. Any officer may request the appointment of a committee by the President to assist the officer carrying out the duties of the position. The officer acts as chair of the committee requested.
Section 5. The President of the Board may, as he or she sees fit, appoint Special officers as timely and necessary to the mission of the Association. Special officers shall serve at the pleasure and discretion of the President.
Article IX – Election of Directors and Officers
Section 1. The method of election of the Board of Directors of the Association shall be as follows:
(a) Upon the adoption of these by-laws, the existing seven directors shall constitute the Board of Directors of the Association.
(b) From that date forward, each individual member of the Board of Directors shall serve at the discretion and pleasure of the entire Board. As members leave or resign, as governed by Article V of these by-laws, the President shall be responsible for making recommendations and nominations of new directors to the Board. A majority vote of the Board to approve the President’s nominee shall be required for a director to be officially seated.
(c) Officers shall be elected at the Annual Business Meeting, by a majority vote of the Board, or at such other official meetings of the Board where a quorum is present.
Article X – Dissolution
The assets of the Association are at all times dedicated to the purposes of William & Mary GALA, Inc. If for any reason it becomes necessary to dissolve 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 any fund(s) previously supported by the Association according to the determination of the Board.
Article XI – Amendment
After these bylaws have been adopted, they may be amended, replaced, or rendered inoperative by a vote of at least two-thirds (2/3) of the Board of Directors of the Association, at two consecutive meetings of the Board.
Approved February 20, 2013.