Bylaws of Williams College Faculty Club, Inc.
ARTICLE I NAME
The name of this corporation shall be WILLIAMS COLLEGE FACULTY CLUB, INC.
ARTICLE II PRINCIPAL OFFICE
The principal office of the corporation shall be at Williamstown, Massachusetts.
ARTICLE III PURPOSES
The purposes for which the corporation is formed are to operate and function exclusively as a non-profit corporation promoting social intercourse among its members with all the rights, powers and privileges permitted and conferred by Chapter 180 of the General Laws, as may be amended from time to time, and more particularly to purchase, hold, control, operate and convey any real or personal property exclusively for the pleasure, recreation and education of its members and to maintain a meeting place for its members. No part of the earnings of the corporation shall inure to the benefit of any particular member
ARTICLE IV CORPORATE SEAL
The Board of Governors of this corporation may adopt and alter a seal, which may be engraved, printed, impressed, or otherwise affixed to any contract, conveyance or other instrument executed by the corporation.
ARTICLE V OFFICERS OF THE CORPORATION
Section 1. The officers of this corporation shall be a President, a Vice-President, a Clerk and a Treasurer.
Section 2. At the final Board meeting of each year, and before July 1, which is the beginning of the fiscal year, the officers of the corporation shall be elected. The President shall be elected for a two-year term and the Vice-President, Secretary and Treasurer shall be elected for a one-year term. The President and Vice-President shall be members of the Williams College designation of membership as established under Article VII and the Secretary and Treasurer from any membership designation.
Section 3. It shall be the duty of the President to preside at all meetings of the corporation and of the Board of Governors, of which he or she shall be a member.
Section 4. It shall be the duty of the Vice President, in the absence or inability of the President, to perform the duties of the President.
Section 5. It shall be the duty of the Clerk to give notice of all meetings of the corporation and of the Board of Governors and to keep the minutes of such meetings. He or she shall keep the records of the corporation and conduct its correspondence, and be the keeper of its seal.
Section 6. It shall be the duty of the Treasurer to collect all dues and other income of the corporation; to pay all bills authorized by the Board of Governors; to keep the accounts of the corporation and report thereon at each regular meeting of the Board of Governors, of which he or she shall, ex officio, be a member, and at the annual meeting of the corporation. The Treasurer, with the concurrence of the Board of Governors, is authorized to delegate to any appropriate officials or services the mechanics of collection of dues and other income and to pay bills. The Treasurer will also be an ex officio member of the Budget and Finance Committee, which, if it is constituted, will annually audit the Treasurer’s accounts.
ARTICLE VI BOARD OF GOVERNORS
Section 1. The Board of Governors shall consist of the President, the Vice-President, the Clerk, the Treasurer and nine others, three of whom shall be elected at each annual meeting of the corporation and two of which group of three shall always be chosen from the College category of membership, to hold office for the term of three years following their election and until their duly elected successors take office. In addition, the Chairman of the House and Entertainment Committee shall, ex officio, be a member of the Board and vote on it, if not already a member of the Board. After two consecutive unexcused absences from monthly board meetings, the President will contact the member to see if they wish to continue membership on the Board.
Section 2. The powers and duties of the Board shall be as follows:
The Board shall have general charge of the affairs, funds and property of the corporation. Its powers shall include, but not be limited to, the power to appoint or dismiss employees, purchase supplies and regulate prices. The Board shall exercise all powers of the corporation as are not by law or by these by-laws required to be otherwise exercised and the Board shall have the powers of directors pursuant to the corporate laws of Massachusetts.
The Board shall submit, at each annual meeting, a general report of the affairs of the corporation.
The Board may fill any vacancy in its membership by appointment of a member or a member’s spouse to hold office until the next annual election and until his or her successor is elected, provided, however, that a vacancy left by a College member shall be filled only by appointment of a College member or a College member’s spouse, and provided further that only College members may fill the offices of President and Vice-President.
The Board shall serve as a Committee on Admissions as hereinafter provided in these by-laws.
The Board of Governors shall meet at least quarterly and at such other times as ordered by the President or by written request agreed to be a majority of the Board of Governors.
The Board shall request that the College designate a member of the Dining Services management team to serve as liaison to the Board of Governors. The liaison is invited to attend Board meetings and provide coordination, communication and cooperation for Board-sponsored events. Further the Board may authorize the President to consult with the liaison on such matters as, but not limited to, hours and days of operation, services provided, facilities needs and maintenance, use by non-members, pricing, priorities of use and scheduling, governance and management and financial arrangements.
ARTICLE VII MEMBERS OF THE CORPORATION
Section 1. There shall be three categories of membership as follows:
The College membership category of the Club shall be all Williams College employees, spouses or same sex domestic partners of employees, emeritus members of the Williams College faculty and administration and College trustees. The spouse or same sex domestic partner of any deceased or emeritus members in this category may remain a member of the Corporation.
All alumni and alumnae of Williams College shall be eligible for the Alumni/ae category of membership in this corporation.
Any resident of Williamstown and environs, not an alumnus or alumna of Williams College, and their spouses or same sex domestic partner shall be eligible for the Community category of membership in this corporation. The spouse or same sex domestic partner of any deceased member in this category may remain a member of the corporation by paying the annual dues in effect at the time of the member’s death.
Section 2. The spouse or same sex domestic partner of any member shall be eligible for election or appointment to any corporate offices, Committees, and the Board of Governors excepting the offices of President and Vice President, which shall be limited to College members.
Section 3. No person shall be admitted to Community membership if such admission would cause the aggregate number of members in Community membership to exceed 45% of the number of College members.
Section 4. Any member of the College or Alumni/ae membership categories who becomes ineligible for membership in these categories shall upon his or her written request to the Clerk be transferred to Community membership, and in such cases the numerical limitations on Community membership shall not apply to such transfer.
Section 5. Candidates for membership in Community membership shall be proposed and seconded by members of the corporation, one of whom must be either a College or Alumni/ae member, and personally acquainted with the candidate, in writing by letters addressed to the Membership Committee of the Board of Governors and stating the name and residence of the candidate and advising the Board of Governors of the candidates’ interest. Membership shall not be denied to any person because of race, religion, sex, sexual orientation, gender identity, or political convictions.
Section 6. Resignations of members in Alumni/ae or Community category shall be made in writing addressed to the Clerk (who shall acknowledge receipt of same) and, provided all indebtedness to the corporation shall have been discharged, any such resignation shall be effective as of the date of receipt. In the case of College members who sever their connections with Williams College, no written notice of resignation will be required but, provided all indebtedness to the corporation shall have been discharged, in both cases their membership in the corporation shall be terminated as of the date of termination of their official connection with Williams College, unless written request for transfer to another category, as provided for in Section (3) of this Article is previously received by the Clerk.
Section 7. All persons who are members of the Faculty Club of Williams College, so-called, at the effective date of the Articles of Organization of this corporation shall, as of such effective date, be members in the appropriate category of this corporation without election. After the date in 2001 when changes to the by-laws are adopted, all members will be described by the new membership categories and election process.
ARTICLE VIII ADMISSION TO COMMUNITY MEMBERSHIP
Section 1. The Board of Governors shall serve as a Committee on Admissions.
Section 2. The name and residence of every person proposed for admission, together with the names of the members proposing and seconding, shall be submitted to the Membership Committee. The proceedings of the Board while acting as a Committee on Admissions shall be confidential. It shall be the duty of the Board, after careful examination and consideration, to vote upon each name separately. A two-thirds majority of those present at any regular meeting shall be necessary to elect.
Section 3. Former members of the corporation or of the Faculty Club of Williams College, so-called, may, simply by application to the Board of Governors, be reinstated to the appropriate category by a two-thirds vote of the Board of Governors.
Section 4. On the election of each new member the Clerk shall give notice forthwith to the newly elected member.
ARTICLE IX DUES
Section 1. The annual dues to be paid by members shall be determined by the Board of Governors. Such dues shall be payable annually on the first day of October. Members joining after December 31 shall, for the current club year, pay on a pro rata basis from the first day of the month in which they join.
Section 2. When dues or other indebtedness of any member shall remain unpaid for the period of two months, the Treasurer and/or Membership Committee Chair shall cause him or her to be notified that, unless the same shall be paid within two months thereafter, his or her membership shall terminate.
ARTICLE X STANDING COMMITTEES
Section 1. The standing committees of the corporation shall be the Membership, House and Entertainment, Executive and Budget and Finance committees. At its June meeting, the Board of Governors shall elect for a one-year term a Membership Committee, which shall consist of three members of the Board of Governors (one of whom shall be from the Community category) and which shall assume office at the time of their election. At the June meeting, the Board of Governors shall elect a chairman for each of the House and Entertainment, and Budget and Finance committees. The chairman of the House and Entertainment, and Budget and Finance committees, in conjunction with the President, may each have two members of the corporation who are not members of the Board to constitute with them their respective committees. Excepting Membership, the chairman and members of all standing committees shall assume office as of the beginning of the fiscal year.
The Board of Governors may establish, appoint members, and set the terms and conditions for such additional committees of the corporation as it determines are appropriate.
Section 2. It shall be the duty of the Membership Committee to consider all proposed candidates for membership and to ascertain the eligibility of said candidates, the chief criterion of which is qualification for a membership category. The Membership Committee shall recommend all candidates to the Board of Governors for admission to the corporation.
Section 3. It shall be the duty of the House and Entertainment Committee, subject to the control of the Board of Governors, to take general charge of the principal office of the corporation, receive suggestions and complaints, arrange for such entertainment as in its judgment will best promote the success of the corporation; to take charge of any receptions given by the corporation and to perform such other similar duties as may from time to time be assigned to it by the Board of Governors.
Section 4. It shall be the duty of the Budget and Finance Committee to prepare the annual budget each spring coincident with the preparation of the College’s annual budget, to work with the College officers in the development of budgets and assessments which affect the membership’s dues and costs of services, to represent the membership to the College in financial matters, and to audit the accounts of the treasurer. The annual budget allocation made by the College to the Board of Governors shall be transferred in equal quarterly installments in July, October, January and April of each year.
Section 5. An Executive Committee consisting of the four officers of the Corporation and one member of the Board, elected by a majority of the Board, shall be established each fiscal year.
ARTICLE XI MEETINGS OF THE MEMBERSHIP
Section 1. The members of the corporation shall meet annually for the election of officers and Board of Governors and for the transaction of other business on the second Tuesday of May in each year, or on such date in May as may be specified by the Board of Governors. The term of officers so elected shall begin immediately. Notice of the annual meeting shall be posted at the principal office of the corporation and shall be mailed to members postage prepaid at least two weeks in advance of the meeting.
Section 2. The Board of Governors shall, at least thirty days prior to each annual meeting of the corporation, appoint from the corporation at large, and not from its own number, a nominating committee of five whose names shall be immediately posted at the principal office of the corporation. This nominating committee shall nominate and post, at least ten days before the annual meeting, a ticket of candidates for the offices to be filled. The Clerk shall, on the written request of ten members, post the names of any other candidates when received by him or her.
Section 3. Special business meetings of the corporation may be called at any time by the President or the Board of Governors, after receiving a two-thirds vote of support from the Board of Governors and shall be called by the Clerk, or in case of the Clerk’s death, absence, incapacity or refusal, by any other officer upon written application of three or more members entitled to vote thereat specifying the object of such meeting. A notice of such meeting stating the object for which it is called, shall be posted at the principal office of the corporation, and mailed to members of the corporation postage prepaid at least two weeks in advance, and no subject of which notice shall not have been so given shall be considered at such meeting.
Section 4. Twenty members shall constitute a quorum at any meeting of the corporation.
Section 5. Voting by proxy shall not be permitted.
ARTICLE XII FISCAL YEAR
The fiscal year of the corporation shall coincide with the fiscal year of Williams College, which is July 1 through June 30, and if the college shall change its fiscal year, the fiscal year of the corporation shall automatically be changed such that it will continue to coincide.
ARTICLE XIII EXECUTION OF DOCUMENTS
Except as authorized by the Board of Governors in particular cases, all deeds, leases, transfers, contracts, notes, and other obligations except checks made, accepted or endorsed by the corporation shall be signed by the president. Any recordable instrument purporting to affect an interest in real estate executed in the name of the corporation by two of its officers, one of whom is President or Vice President and the other is the Treasurer, shall be binding upon the corporation in favor of a purchaser or other person relying in good faith on such instrument, notwithstanding and inconsistent provisions of the Articles of Organization, by-laws, resolutions or votes of the corporation.
Except as authorized by the Board of Governors in particular cases or for particular bank accounts, all checks of the corporation shall be signed by the Treasurer.
ARTICLE XIV INVESTMENTS
The corporation shall have the right to retain all or any part of any securities or properties acquired by it in whatever manner and to invest and reinvest any funds held by it according to the judgment of the Board of Governors without being restricted to the class of investments which a Governor is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the corporation if such is a prohibited transaction or would result in the denial of tax exemption under the Internal Revenue Code, Section 501 (c), or the corresponding provisions of any future United States Internal Revenue Law.
ARTICLE XV EXEMPT ACTIVITIES
Notwithstanding any other provisions of these by-laws, no member, Governor, officer, employee or representative of this corporation shall take any action or carry on any activity for or on behalf of this corporation not permitted to be taken or carried on by an organization exempt under the Internal Revenue Code and its regulations as they now exist or they may hereafter be amended.
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, Governors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Organizations. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign behalf of any candidate for public office. The corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income tax under Section 501(c) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue law.
Upon the dissolution of the corporation, the Board of Governors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law, as the Board of Governors shall determine or as shall be determined by the Supreme Judicial Court of Massachusetts.
ARTICLE XVI AMENDMENTS
The by-laws may be amended by a vote of two-thirds of the members present at any meeting of the corporation, provided a quorum is present; but no proposed amendment shall be voted upon unless a copy thereof shall have been furnished to the clerk at least three weeks before the meeting of which action is to be taken thereon. The clerk shall thereupon cause the proposed amendment to be posted at the principal office of the corporation at least two weeks beforehand and copies thereof to be distributed to the members with the notice of such meeting.
ARTICLE XVII NO SMOKING POLICY
The premises of the Williams College Faculty Club/Alumni Center is a smoke-free building, whereby all activities sponsored by the Faculty Club and its membership shall be non-smoking events. A no-smoking policy will be in effect during all private luncheon, dinner, and departmental meetings held in the building during regular business hours and no employees shall be allowed to smoke in the building at any time.
As amended 1/12/93
As amended 2/28/00