W Club Bylaws
“Supporting Whitman Athletics”
The W Club is a booster organization of alumni, parents, students, and friends of Whitman College Athletics. The W Club is dedicated to assist Whitman College Intercollegiate Athletic programs through, among other things, volunteer service, fundraising, recruitment as allowed by NCAA, attendance at home and away athletic contests, and acting as ambassadors by promoting Whitman College Athletics. The W Club is organized as part of Whitman College and is not an independent entity for legal purposes; the operation of the W Club is subject to the ultimate authority of the Whitman College Board of Trustees.
Article I – Name
The name shall be the “W Club,” Whitman College, Walla Walla, Washington, 99362.
Article II – Members
Membership in the W Club is open to all persons and entities who wish to improve the quality of the Whitman College Intercollegiate Athletic programs.
A contribution to Whitman College, directed to a varsity sport, the W Club without restriction, or one of the varsity sport endowments shall be required for membership.
Article III – Board of Directors
Section 1. The W Club shall be governed by the Board of Directors. The Board of Directors shall consist of up to nineteen (19) voting members who serve three-year terms or shorter initial terms (specific initial terms to be designated by the Board upon election) commencing at the annual spring meeting in the year in which they are elected or at such other time as specifically designated by the Board of Directors. (See Section 2 of this Article regarding the number of terms that any one person may serve.) The terms of the voting members are to be staggered so no more than approximately one third of the voting members are being elected in any year.
Section 2. No Director may serve more than two consecutive complete three-year terms, unless such Director is either the President or Vice President in which case a Director may serve one two-year term in each such office in addition to the Director term limitations contained herein; thus, that two-year term as an officer shall not count against the two-consecutive-full-terms limitation. If a Director has served one partial term (a term shorter than three years) and one full term consecutively, that Director is eligible for re-election by the Board for one additional three-year consecutive term. If a person has served two consecutive complete three-year terms as a Director, that person must wait at least one year before he or she can be elected again by the Board to another term as a Director. Any member of the W Club may attend Board meetings.
Section 3. Members of the Board of Directors shall be elected in the following manner:
- A Nominating Committee to recommend candidates for Board membership shall consist of the W Club Board President, Immediate Past President, President Elect, Athletic Director, and the Vice President for Development and College Relations.
- By no later than March 1, the Nominating Committee shall prepare a list of nominations from recommendations made by others or from their own research of viable candidates to fill the voting-member vacancies to be created as of the spring board meeting, and report this list to the W Club Board of Directors. At the spring board meeting, the Board of Directors shall finalize the list of nominees in the most appropriate manner that will provide the opportunity for additional nominations to be made by members of the Board of Directors. Persons eligible to serve as voting members of the Board of Directors must: (i) be an active W Club member, (ii) be able to attend Board meetings on the Whitman College campus at their sole expense at least once per year, (iii) be enthusiastic about the support of Whitman Athletics, and (iv) commit to the W Club as an important priority while on the Board of Directors.
- At the spring board meeting, the W Club Board of Directors shall vote on all candidates submitted by the Nominating Committee and W Club Board members. Those candidates receiving the highest number of votes in relation to the number of vacancies shall be declared elected. In the event there are an equal number of candidates to the number of Board vacancies, all candidates shall be declared elected.
- Any vacancy occurring on the Board of Directors may be filled by the Board of Directors; if the vacancy causes there to be fewer than seven Directors, the Board shall fill the vacancy as soon as reasonably possible.
Section 4. The President and Vice President of the W Club shall be voting members of the Board during their incumbency. The following persons shall be non-voting ex officio members of the Board: the immediate Past President of the W Club, should he or she not be a regular member of the Board of Directors; the Athletic Director; two Intercollegiate coaches (one representing a women’s team and one representing a men’s team); the Vice President for Development and College Relations; the Provost and Dean of the Faculty; the faculty athletic representative; a minimum of two members of the Whitman College Student Athletic Advisory Council Executive Committee; and a representative of the Whitman College Alumni Board selected by said board.
Section 5. Participation by 50 percent of the voting members of the Board of Directors shall constitute a quorum at any duly called meeting of the Board.
Section 6. The business and affairs of the W Club shall be managed by the Whitman Athletic Director in full partnership with the Vice President for Development and College Relations or his/her development office appointee, and the W Club President with the oversight and advice of the W Club Board.
Section 7. The Board of Directors shall meet at least three times each year, generally in the fall, winter, and spring, and shall meet at such other times during the year as determined by the Board. The time, place and notice of such meetings shall be fixed by the Board in consultation with the Athletic Director and Development staff lead. Special meetings may be called by the President upon three (3) days’ notice to all Directors, or by petition to the Board President by a majority of Directors.
Section 8. Directors shall make a concerted effort to attend meetings of the Board and contribute to the W Club’s efforts to support Whitman Intercollegiate Athletics in other ways. Any Director may be removed from office, with or without cause, by a majority vote of the Directors at any meeting of the Board, including a special meeting called expressly for that purpose.
Article IV – Conflict of Interest
Section 1. Any conflict of interest between the W Club and any Director or officer shall be disclosed by such Director or officer and made a matter of record when the conflict of interest pertains to a matter under consideration by the Board.
Section 2. Each Director shall disclose a conflict prior to the Board discussing or taking any action on the matter. Such disclosure shall be complete and include the existence of the conflict of interest and its nature. Any Director having a conflict of interest shall not vote or use his or her personal influence on the matter, shall not be counted in determining the quorum for the meeting, and shall not participate in discussions of the matter by the Board except to the extent required to disclose the conflict of interest.
Article V – Officers
Section 1. The officers of the W Club shall be a President, a Vice President, both of whom shall be Directors, the Athletic Director, and the Vice President for Development and College Relations (or a development staff member appointed by the Vice President for Development and College Relations), who shall serve as Secretary. The President and Vice President shall be elected biennially by the Board of Directors.
Section 2. In appropriate years, the President shall be nominated and elected by the Board of Directors as the President-Elect at the winter meeting and begin his or her term at the conclusion of the following spring meeting. During the period between the winter meeting and the spring meeting, the President-Elect shall serve on the nominating committee and work with the President to insure a smooth transition when the President-Elect assumes office as the President at the conclusion of the spring meeting. The Vice President shall be nominated and elected by the Board of Directors at the spring meeting and shall assume office at the close of that meeting.
Section 3. A vacancy in an unexpired term of an officer shall be filled by the Board of Directors; the Board may solicit and consider a recommendation from the Nominating Committee.
Section 4. The President of the Board shall preside at all general meetings of the members and at all meetings of the Board of Directors, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.
Section 5. In the absence or disability of the President, the Vice President shall perform all the duties of the President and, in so acting, shall have all the powers of the President. The Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors. In the absence or disability of the President and the Vice President, any Director selected by the other Directors at the meeting shall perform all the duties and have the powers of the President.
Section 6. Any officer elected or appointed by the Board may be removed by the affirmative vote of at least two-thirds (2/3) of Directors whenever in their judgment the best interests of the W Club would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Article VI – Committees
Section 1. W Club Committees, including standing and ad hoc committees as well as task forces, shall have such powers and responsibilities as may be delegated from time to time by the Board. In any case, such committees shall not have the authority to:
- Amend, alter, or repeal the W Club By-laws.
- Elect, appoint, or remove any member of a committee, nor any W Club Director or officer.
- Amend, alter, or repeal any Board resolution that by its terms may not be amended, altered, or repealed by a committee.
Section 2. The President shall appoint all Committee chairs and members, with the exception of the Nominating Committee; the selection of Committee chairs shall be subject to the approval of the Board. The chairs and members of the Committees may, but need not be, members of the Board of Directors. The President shall be an ex-officio member of each Committee.
Section 3. The Board, by resolution adopted by a majority of Directors in office, may remove from office any member of any committee elected or appointed by it.
Article VII – Finances
Section 1. Gifts to support varsity athletics and funds raised by W Club activities shall be used, in their entirety, to support the Whitman College Intercollegiate Athletics program either directly or through the establishment of an endowment for that purpose. Restricted gifts to the W Club shall be used for the specific purposes designated by the donor, to the extent permitted by Whitman College and NCAA Rules. Operational expenses of the W Club shall be borne by the Whitman Athletic Department. The W Club’s activities and fundraising are intended solely to supplement, and not be the primary source of, financial and administrative support for the Whitman College Intercollegiate Athletics program.
Section 2. Gifts to support varsity athletics and the W Club shall be administered in a manner consistent with the following principles:
- Contributions to any endowments that support varsity athletics shall be utilized by Whitman College in accordance with the restrictions of the relevant endowment and in accordance with donor intent under the direction of the Whitman College Athletic Director under the guidance of the Provost and Dean of the Faculty. The W Club Board shall work with college staff to solicit gifts to all of the following: the W Club General Fund, current funds for specific sports funding, or endowments dedicated to varsity athletics in general, or a specific varsity sport.
- For contributions to support varsity athletics and the W Club that are neither endowment nor designated for a specific sport and unrestricted as to purpose, the Athletic Director will determine how they will be spent in consultation with the Provost and Dean of the Faculty.
- In the event of a fiscal year-end surplus of unrestricted W Club gifts, the Athletic Director, the Development Office representative, and the President of the W Club, in consultation with the W Club Board, shall make a recommendation to the Provost and Dean of the Faculty as to the designation of those funds.
- In the event that the Whitman College W Club should dissolve for any reason, all remaining unspent funds raised as a result of a W Club raffle licensed by the State of Washington Gambling Commission will go to Whitman College, a 501 (c) (3) organization which oversees the activities of the W Club.
- At the annual fall meeting, the Athletic Director shall report to the Board on the expenditure of W Club funds during the previous fiscal year.
- The Athletic Director will prepare a metrics report for the winter meeting of the W Club board.
Section 3. Administration of funds budgeted by Whitman College for operation of the W Club shall rest with the Athletic Director, who shall consult with the Board of Directors thereon, subject to the approval of the Provost and Dean of the Faculty.
Article VIII – Limitations of Powers
Any of the foregoing provisions to the contrary, notwithstanding the powers of the W Club, shall be limited so that it shall be operated exclusively for the following non-profitable purposes: charitable, scientific, literary and educational; and in the event the W Club shall ever have any net earnings, no part of the same shall inure to the benefit of any member or individual; no substantial part of the activities of the W Club shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the W Club shall not participate in, or intervene in political campaigns on behalf of any candidate for public office; it being the intention hereof that the powers of the W Club shall be limited to the powers of tax exempt organizations under the Internal Revenue Code.
Article IX – Indemnification
Section 1. Directors and officers of the W Club shall be indemnified in accordance with Article VII – Indemnification of the By-laws of Whitman College.
Article X – Amendment of By-laws
Subject to the approval of the Provost and Dean of the Faculty and Athletic Director, the W Club By-laws may be altered, amended, supplemented, repealed, or new By-laws adopted, by a two-thirds (2/3) vote of the Board of Directors at a duly constituted meeting. Members of the W Club, in the form of a petition signed by three (3) or more members in good standing, may submit a proposed By-laws amendment to the Board of Directors of the W Club for consideration.
Article XI – Business Year
The business year for the W Club shall be July 1 through June 30.
The undersigned do hereby certify that the foregoing By-laws were originally adopted as the official By-laws of the W Club by unanimous consent of the Board of Directors and subsequent approval by Whitman College President George Bridges on the 22nd day of January 2008 and are hereby amended as of September 24, 2012.
W CLUB OF WHITMAN COLLEGE
John Bogley, Secretary
Vice President for Development and College Relations
George M. “Jock” Edwards
W Club President