Alumni Association

By-Laws

ARTICLE I

Name, Location and Association Year

Section 1.

The name of the organization is the Villanova Law Alumni Association, and hereinafter it will be referred to as the Association. The offices of the Association shall be located at the Villanova University School of Law. The Association Year is the school calendar year.

ARTICLE II

Membership

Section 1.

The membership of the Association is composed of graduates of the Villanova University School of Law and any other persons designated as honorary members.

ARTICLE III

Officers/Executive Committee, Board of Advisors, Nominating Committee, Affiliated Organizations and Executive Director

Section 1. Officers/Executive Committee

The officers of the Association, otherwise known as the Executive Committee, shall be the President, the President Elect, the First Vice-President, the Second Vice-President, the Third Vice-President and the Immediate Past President. Each, except the President and the Immediate Past President, shall be elected pursuant to the provisions in Article V and shall serve for the following Association Year, or until the officer's qualified successor has been elected. The President Elect shall serve as President in the Association Year immediately following his or her election as President Elect.

Section 2. Board of Advisors

The Board of Advisors shall consist of the following: eighteen members (appointed as advisors by the Nominating Committee), the Regional Chapter Presidents, the Minority Alumni Society President, and the Liaison to the President's Council. Each year, the Nominating Committee shall appoint six members to the Board of Advisors for a three year term commencing in the Association Year following their appointment. If an advisor is elected as an officer during his or her term, the Nominating Committee will appoint a member to fulfill the elected officer's remaining term on the Board. Those members serving as a Regional Chapter President, the Minority Alumni Society President, and the Liaison to the President's Council will serve as members of the Board of Advisors while in office.

Section 3. Nominating Committee

There shall be a Nominating Committee composed of the President, the President Elect, the First Vice-President and each former President who served during the preceding two (2) Association Years.

Section 4. Affiliated Organizations

The Executive Committee may create and recognize other organizations affiliated with the Association, such as Regional Chapters and the Minority Alumni Society.

Section 5. Executive Director

The Director of Alumni Affairs of the Law School, or such other person as designated by the Dean, shall serve as the Executive Director of the Association.

ARTICLE IV

Duties of Officers, Executive Director, Board of Advisors and Nominating Committee

Section 1. President

The President shall be the chief executive of the Association and shall perform all the ordinary duties of a chief executive. He or she shall preside at all meetings of the Board of Advisors, meetings of the Executive Committee, meetings of the Nominating Committee and special meetings of the membership. The President also shall preside at the Annual Meeting during the Association Year for which the President was elected to serve. He or she shall guide the activities of the Association and carry out the mandates of properly passed resolutions. The President shall be an ex-officio member of all committees of the Association. In the President's stead or at his or her specific designation, the following officers shall be vested with the President's powers and duties in the following order of priority: the President Elect, the First Vice-President, the Second Vice-President and the Third Vice-President.

Section 2. President Elect

The President Elect shall advise and assist the President and shall oversee the committees of the Association.

Section 3. First, Second and Third Vice-Presidents

The First, Second and Third Vice-Presidents shall perform such duties and functions as designated by the President.

Section 4. Immediate Past President

The Immediate Past President shall offer advice and support, based on his or her experiences while serving the Association, to fellow members of the Executive Committee and perform other tasks as designated by the President.

Section 5. Executive Director

The Executive Director shall be responsible for the regular business affairs of the Association, including record keeping and finances, and shall have such powers and perform such duties as shall be determined, from time to time, by the officers of the Association. The Executive Director shall serve as an ex-officio member of all committees of the Association.

Section 6. Executive Committee

The Executive Committee shall be responsible for the regular business of the Association and shall meet as an Executive Committee at least four (4) times a year. The members of the Executive Committee may participate in the meetings in person or by phone.

Section 7. Board of Advisors

The Board of Advisors shall, from time to time, advise the officers and meet with them at least three times during the Association Year. Such meetings shall be called, upon reasonable notice, by the President.

Section 8. Nominating Committee

The Nominating Committee shall, at a meeting called by the President upon no less than five (5) days written notice, by a majority vote of those present, nominate at least one or more willing candidates for election to the offices of President Elect, First Vice-President, Second Vice- President and Third Vice-President. The Nominating Committee shall consider members who are officers or advisors or members who have submitted petitions for nomination (as provided in Article V., Section 2.). The Nominating Committee shall provide its nominations to the Executive Director no later than April 15th. The members of the Nominating Committee may participate in the meetings in person or by phone.

ARTICLE V

Election of Officers

Section 1. Candidacy

Officers shall be elected from among those members who are either nominated by the Nominating Committee or by a Valid Petition (as defined in Article V., Section 2.). The Nominating Committee shall nominate individuals who have demonstrated significant involvement in the Association and the Law School. A person may not be a candidate for more than one office.

Section 2. Petitions for Nomination

Any member may submit a petition for nomination for officer positions. The petition must meet the following criteria: (1) the petition must include a statement of the office the candidate is seeking, the candidate's qualifications and the ways that the candidate is able to assist the Association in fulfilling its mission; and (2) the petition must be signed by twenty-five (25) members ("Valid Petition"). Petitions for nomination of a candidate to an office must be received by the Executive Director no later than April 1st. If the Nominating Committee does not nominate a candidate who has submitted a petition for nomination, the Committee shall advise the individual that he or she has not been nominated by the Committee, and that he or she has the option to run for election before the Executive Committee and the Board of Advisors, provided such written request is received by the Executive Director no later than May 1st.

Section 3. Time and Method of Voting

The Executive Committee and the Board of Advisors will receive official ballots for the election of officers by mail no later than May 15th, which must be returned to the Executive Director no later than June 1st. The candidate who receives the highest number of votes cast for that office shall be elected. In the event of a tie, another vote shall be conducted. The Executive Director will tabulate the votes.

ARTICLE VI

Annual and Special Meeting of the Membership

Section 1. Annual Meeting

The Annual Meeting of the membership shall be held during each Association Year either during the month of September or October and at such reasonable place and time of day as shall be determined by the out-going President. No business of the Association may be conducted at the Annual Meeting.

Section 2. Special Membership Meetings

Special meetings of the membership may be called at any time, other than the date of the Annual Meeting, by the President upon reasonable notice or on written request signed by twenty-five (25) members delivered to the President.

Section 3. Notice of Special Membership Meetings

Notice of special membership meetings shall be given in writing at least twenty (20) days before such meeting and shall include the subjects to be considered at such meeting. Business transacted at all Special Meetings shall be confined to the subjects stated at the call of the meeting.

Section 4. Quorum

The members actually present at any special membership meeting shall constitute a quorum. Except as provided in these By-Laws, action by the members shall be by majority vote of the members actually present at the meeting. At all special membership meetings, voting of any matter need not be by ballot unless requested by any member. Proxy votes shall not be allowed on any matter at any special membership meeting.

ARTICLE VII

Suspension of Provisions of By-Laws

Section 1. Method of Suspension

The provisions of these By-Laws may be waived or suspended only by a two-thirds vote of the officers and advisors actually present at any meeting of the Board of Advisors, and any such waiver or suspension shall be effective for the Association Year in which the waiver or suspension is adopted. The provisions of this Article and Article VIII may not be suspended.

Section 2. Recording of Suspension

Any waiver or suspension made hereunder and the operative plan, if any, replacing such provisions of the By-Laws shall be especially noted in the records of the Association by the Executive Director.

ARTICLE VIII

Amendments of the By-Laws

The provisions of these By-Laws may be amended only by a two-thirds vote of the officers and advisors actually present at any meeting of the Board of Advisors. Notice of the proposed amendment(s) shall be given in writing at least twenty (20) days before such meeting. Such notice shall include the text of the present and proposed amendment(s).

These By-Laws are effective as of June 1, 1979. Amended as of September 11, 1996. Amended as of October 18, 1999. Amended as of October 5, 2000. Amended as of March 4, 2002.

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