By Laws

BYLAWS

 "Supporting Whitman Athletics" 

Preamble

            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, fund-raising, 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 minimum annual membership fee shall be established by resolution of the W Club Board of Directors.  Such fee shall be paid in order to be considered an active W Club member.

 

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 voting members who serve three (3) year or shorter initial terms (specific initial terms to be designated by the Board upon election) commencing either the day of 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.  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; provided, however, the initial Board of Directors shall consist of nine (9) members split into terms as follows:  three (3) members serving a one (1) year term; three (3) members serving a two (2) year term, and three (3) members serving a three (3) year term.  Each original Board member and subsequent Board members shall be eligible to serve a second consecutive three (3) year term as provided in this Article.  

Section 2.  Members of the Board of Directors shall be elected in the following manner:

a)   The initial W Club Board of Directors shall be selected by a committee appointed by the President of the College or the President’s designee.

b)  Each year thereafter, the Board of Directors shall implement the following process to fill anticipated Board vacancies prior to the annual W Club Board of Directors meeting in the spring of the year:

1)  By no later than February 1, the Board of Directors shall elect a Nominating Committee consisting of an odd number of no less than three (3) members of the Board of Directors.

2)  By no later than March 1, the Nominating Committee shall prepare a list of nominations to fill the anticipated voting-member vacancies and report this list to the Board of Directors.  At such time, the Board of Directors may finalize the list of nominees in the most appropriate manner that will provide the opportunity for 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.

3)    By no later than April 1, the Board of Directors shall vote on all candidates submitted by the Nominating Committee, by Board Members, and by any petition received by the Athletic Director.  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.

4)   The newly-elected Board members shall be eligible to attend, participate and vote in the annual spring W Club Board meeting.  Outgoing Board members may also attend and participate in the spring meeting but will no longer be eligible to vote.

c)   Any vacancy occurring on the Board of Directors may be filled by the Board of Directors; if the vacancy causes there to be less than seven Directors, the Board shall fill the vacancy as soon as reasonably possible.

Section 3.  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/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/Dean of the Faculty; a minimum of two members of the Whitman College Student Athletic Advisory Council Executive Committee; and the Vice President of the Whitman College Alumni Board. 

Section 4.  Participation by fifty percent of the voting members of the Board of Directors shall constitute a quorum at any duly called meeting of the Board.

Section 5.  The business and affairs of the W Club shall be managed on a day-to-day basis by the Athletic Director with the oversight and advice of the Board. 

Section 6.  The Board of Directors shall meet at least once a year in the 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.  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 7.  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.

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.  A Director may be removed from the Board, by a majority vote of the Board, for failure to (a) pay annual membership fees or (b) actively participate in or contribute to W Club activities over an extended period of 12 months or more.

 

Article IV - Officers

Section 1.  The officers of the W Club shall be a President, a Vice President, both of whom shall be Directors, and the Athletic Director, who shall serve as the Secretary.  The President and Vice President shall be elected biennially by the Board of Directors.

Section 2.  The President and Vice President shall be nominated and elected by the Board of Directors at the spring meeting.  They shall assume office at the conclusion 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.  An officer may serve no more than one term as Vice President and one term as President.

Section 5.  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 6.  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.

 

ARTICLE V - 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.

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.

 

ARTICLE VI - FINANCES

Section 1.  Membership fees collected by or on behalf of the W Club, unrestricted gifts to the W Club, 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. 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.  Use of funds generated by membership fees, unrestricted gifts and fundraising activities of the W Club (“Club Funds”) shall be administered in a manner consistent with the following principles:

a.         The Board shall have the authority to determine whether, and to what extent, Club Funds shall be contributed to an endowment for the Whitman College Intercollegiate Athletics program.  If an endowment is established from Club Funds, they will be managed by Whitman College in a manner consistent with other college endowments.

b.         Club Funds not contributed to, or earmarked for, an endowment, as well as any Club Funds available from the endowment fund shall be administered by the Athletic Director who is responsible to the Provost and Dean of the Faculty of Whitman College. Priorities for Club Funds will be generated by the Athletic department and presented by the Athletic Director for consultation with the Board of Directors annually.

c.         At the annual spring meeting, the Athletic Director shall report to the Board on the expenditure of W Club funds during the most recent four quarters.

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/Dean of the Faculty.

ARTICLE VII - 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 VIII - AMENDMENT OF BYLAWS 

Subject to the approval of the Provost/Dean of the Faculty and Athletic Director, the W Club By-Laws may be altered, amended, supplemented, repealed, or new Bylaws 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 IX - BUSINESS YEAR 

The business year for the W Club shall be July 1 through June 30.