Trustees of the Robert L. Gaudino Memorial Fund

An Unincorporated Nonprofit Association

By-laws


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PREAMBLE

The Robert L. Gaudino Fund (“Fund”) was established shortly after the death of Professor Robert L. Gaudino to preserve in thought and action the memory and intellectual legacy of this extraordinary teacher. From the outset it has been the consensus among the Acting Trustees that the Fund should be used to foster in various ways programs and projects embodying the educational philosophy and methodology of Robert L. Gaudino both on and off campus, especially those that attempt to bridge the critical gap between the classroom and the lives of students.

In order that the work of the Fund may continue and grow in the decades to come, the Acting Trustees believe it is necessary to declare that the goal of the Fund is to endow and administer the Fund so as (1) to provide resources to a Gaudino Scholar so that he/she might foster and support initiatives of faculty and/or students in keeping with the objectives of the Fund, (2) to underwrite a stipend for the Scholar and participate in the funding of the Scholar’s released time, and (3) to ensure that the College continues to sponsor educational initiatives that attempt to bridge the critical gap and periodically to offer major experiential programs.

To further these objectives the Acting Trustees of the Robert L. Gaudino Fund do hereby adopt and publish these Bylaws for the establishment and governance of permanent Board of Trustees charged with the responsibility for fostering the growth of the Fund and assisting where possible the College and the Gaudino Scholar in furthering the purposes of the Fund.

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ARTICLE I - BOARD OF TRUSTEES

  1. POWERS
    The Board of Trustees (“Board”):
    1. shall nominate to the President of Williams College, on the basis of recommendations received from a committee of former Gaudino Scholars in consultation with students, faculty and Trustees as the committee may deem necessary, a member of the Williams College faculty to serve as Gaudino Scholar;
    2. shall advise the College and the Gaudino Scholar on uses of the Fund; and
    3. shall, with the assistance of the Treasurer and the Office of Development of Williams College, conduct the fundraising business of the Fund.
  2. NUMBER.
    Prior to the first annual meeting of Trustees, the Board shall consist of thirteen acting trustees. Following the first annual meeting of Trustees, the Board shall consist of not less than one permanent trustee, not less than nine or more than twelve term trustees, one faculty trustee, and two student trustees. The number of trustees may be increased or decreased (provided such decrease does not shorten the term of any incumbent trustee) from time to time by amendment to these Bylaws.
  3. ELECTION, QUALIFICATION AND TERM.
    1. At the first annual meeting of Trustees and at each annual meeting thereafter the incumbent Trustees shall elect the number of alumni trustees then constituting the voting trustees of the Board. Term trustees shall be elected for a term of three (3) years. Permanent trustees shall serve until their resignation or removal. The faculty trustee shall be the Gaudino Scholar, selected by procedures to be agreed upon from time to time between the Board and the President of Williams College. Student trustees shall be elected for a one-year term. Notwithstanding anything to the contrary contained in this by law, eligible student trustees shall be allowed to serve up to a maximum of three one-year terms. Following the first annual meeting of the Board, the terms of one-third of the term trustees shall lapse each year, at which time such trustees may be re-elected, if eligible, or replaced. No term trustee shall serve more than two full terms in succession. A former term trustee may be nominated to serve a full term, or more, after the lapse of two years since his/her active service. At his/her election, a former trustee may remain an ex-officio trustee by so notifying the Secretary or Chairman of the Board. All Gaudino Scholars shall become permanent trustees upon expiration of their term(s) as Scholar. Ex-officio trustees shall be entitled to attend and participate, without vote, in meetings of the trustees and to receive notices and mailings concerning the business of the Fund. All term trustees shall hold office until the next succeeding annual meeting at which their term expires and thereafter until their respective successors shall have been elected and qualified, unless removed in accordance with these Bylaws. Neither members nor ex-officio members of the Board of Trustees need be residents of Massachusetts.
    2. Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining trustees. A trustee or ex-officio member of the Board elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
    3. Persons eligible for election as permanent or term trustees shall include all alumni of Williams College whose graduating class attended the College in a year during or after the faculty membership of Professor Gaudino, and all faculty of the College who served concurrently with or subsequent to Professor Gaudino. Preference shall be given former students of Professor Gaudino and former participants in on- or off-campus activities sponsored by Professor Gaudino, the Fund, or the Gaudino Scholar. Persons eligible for election as student trustees shall include all students in good standing at Williams College intending to study in Williamstown during the term of Board membership.
  4. REMOVAL
    At any meeting of Trustees called expressly for that purpose, any trustee or the entire Board may be removed, with or without cause, by a vote of a majority of the trustees entitled to vote at an election of trustees. A trustee may also be removed at any meeting of the Board of Trustees, provided that notice of such removal has been included with the notice of the meeting.
  5. MEETINGS OF TRUSTEES
    The trustees may hold their meetings and may have an office and keep the books and records of the Fund, except as otherwise provided by statute, in such place or places on the campus of Williams College, and elsewhere, as the Board may from time to time determine. The Trustees may hold their meetings in any manner permitted by law, including by conference telephone or similar communications equipment by means of which all participants can hear each other.
  6. ANNUAL MEETING
    The Board shall hold its annual meeting for the purpose of organization and the transaction of business, in Williamstown, Massachusetts, or such other place, on the first Saturday in November of each year, or, if necessary, at such other times during the fall term of the College as the Board, or the Executive Committee thereof, shall designate.
  7. ELECTION OF OFFICERS
    At any meeting of the Board at which a quorum shall be present, the trustees shall proceed to the election of the officers of the Fund in accordance with the provisions of Article III.
  8. REGULAR MEETINGS
    In addition to the annual meeting, regular meetings of the Board may be held on the fourth Saturday in April in Williamstown, Massachusetts, or, if necessary on such other date between March 1 and June 30, in any manner permitted by law or these Bylaws at such times and places as shall be specified, by resolution of the Board or of the Executive Committee thereof. Notice of such regular meetings shall be given at least fifteen (15) days in advance by any effective means.
  9. SPECIAL MEETINGS
    Special meetings of the Board shall be held in any manner permitted by law or these Bylaws and whenever called by a majority of the trustees.
  10. NOTICE
    The Secretary shall give notice of each special meeting in person, by mail, by facsimile, by telephone or by electronic mail at least fifteen (15) days before the meeting to each present, former and ex-officio member of the Board. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, except that any meeting at which removal of a trustee is to be considered shall be so specified in the notice thereof.

    At any meeting at which every trustee shall be present in person or by participation, even though without any notice, any business may be transacted.
  11. QUORUM
    A majority of the elected and qualified trustees shall constitute a quorum for the transaction of business at any meeting conducted pursuant to these Bylaws. If at any meeting of the Board there be less than a quorum present, a majority of those present or any trustee solely present may adjourn the meeting from time to time without further notice. The act of a majority of the trustees present at a meeting at which a quorum is in attendance shall be the act of the Board, unless the act of a greater number is required by statute or these Bylaws.
  12. ORDER OF BUSINESS
    At meetings of the Board, business shall be transacted in such order as from time to time the Board may determine.

    At all meetings of the Board, the Chairperson of the Board shall preside, and in the absence of the Chairperson, an acting Chairperson shall be chosen by the Board from among the trustees present.

    The Secretary of the Board shall act as Secretary of all meetings of the Board, but in the absence of the Secretary the presiding officer may appoint any person to act as Secretary of the meeting.
  13. EX-OFFICIO TRUSTEES AND FORMER TRUSTEES
    Ex-officio members shall be entitled to notice of, and may attend, any regular or special meeting of the Board, but shall not be counted for the purpose of determining if a quorum of trustees is present at any such meeting and shall not be entitled to vote on any matter submitted for consideration by the Board.
  14. MANNER OF ACTING BETWEEN MEETINGS
    At any time when the Board is not meeting, the Chairperson may notify Board members of matters to be resolved by mail, by facsimile, by telephone or by electronic mail. Any vote of the Board members on any such matter shall be in writing, and such written vote shall be communicated to the Chairperson by mail, by facsimile or by electronic mail. The vote of a majority of the Board members shall be the act of the Board.
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ARTICLE II - COMMITTEES

  1. EXECUTIVE COMMITTEE
    The number of trustees which shall constitute the whole executive committee shall be determined from time to time by the Board but shall not be less than three or more than seven.
  2. POWERS OF EXECUTIVE COMMITTEE
    The executive committee shall have generally all the power and authority of the Board (except where action by the Board is required by law or these Bylaws) when the Board is not in session, and, to the extent that such powers and authority shall be exercised by the executive committee and shall affect the rights of third parties, the same shall be conclusively binding upon the Board.
  3. OTHER COMMITTEES
    At each annual meeting, or at a regular meeting if there are vacancies to be filled, the assembled trustees shall elect a nominating committee to recommend nominees for the seats of those trustees whose terms expire. The report of such committee shall be made to all present and ex-officio trustees at the next annual or regular meeting of the Trustees. Nominations at large, including self-nomination, for any position may be made in writing to the Secretary of the Board at any time prior to a date at least thirty (30) days prior to said next meeting. The Board of Trustees may by resolution create other committees for such terms and with such powers and duties as the Board shall deem appropriate.
  4. ORGANIZATION OF COMMITTEES
    The Chairperson of the Board shall be an ex-officio member of all committees and shall be the chairperson of the executive committee. The chairperson of all other committees shall be chosen by the members thereof. Each committee shall keep records of the business it transacts and shall submit timely reports of its activities for the Secretary of the Board. The chairperson of each committee shall preside at all meetings of such committee.
  5. MEETINGS
    Meetings of each committee maybe held without the giving of notice.
  6. QUORUM AND MANNER OF ACTING
    A majority of the members of each committee shall be present in order to constitute a quorum for the transaction of business either in person or by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. The act of a majority of the members so present at a meeting at which a quorum is present shall be the act of such committee. The members of each committee shall act only as a committee, and shall have no power or authority, as such, by virtue of their membership on the committee.
  7. RECORD OF COMMITTEE ACTION: REPORTS
    Each committee shall maintain a record, which need not be in the form of complete minutes, of the action taken by it at each meeting, which record shall include the date, time, and place of the meeting, the names of the members present and absent, the action considered, and the number of votes cast for and against the adoption of the action considered. All action by the Executive Committee shall be reported to the Board at its meeting next succeeding such action, such report to be in sufficient detail as to enable the Board to be informed of the conduct of the Board’s business and affairs since the last meeting of the Board.
  8. EFFECT OF DELEGATION OF POWERS AND AUTHORITY
    Anything in these Bylaws to the contrary notwithstanding, the delegation of certain powers and authority by the Board to committees of the Board shall not relieve the Board of any responsibility, legal or otherwise, with respect to the management of the Board’s business and affairs.
  9. REMOVAL
    Any member of any committee may be removed from such committee, either with or without cause, at any time, by resolution adopted by a majority of the whole Board at any meeting of the Board.
  10. VACANCIES
    Any vacancy in any committee shall be filled by the Board in the manner prescribed by these Bylaws for the original appointment of the members of such committee.
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ARTICLE III - OFFICERS

  1. NUMBER, TITLES AND TERM OF OFFICE
    The officers of the Fund shall be a Chairperson , a Secretary, and such other officers as the Board of Trustees may from time to time elect or appoint. Each officer shall hold office until his/her successor shall have been duly elected by the Board and qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided. One person may hold more than one office except that the Chairperson and the Secretary shall not be the same person. None of the officers need be a trustee, provided that the Chairperson shall be a trustee.
  2. REMOVAL
    Any officer elected or appointed by the Board may be removed by the Board of Trustees whenever in its judgment the best interests of the Fund will be served thereby.
  3. VACANCIES
    Vacancy in the office of any officer may be filled by vote of a majority of the trustees for the unexpired portion of the term.
  4. POWERS AND DUTIES OF THE CHAIRPERSON
    The Chairperson shall preside at all meetings of the Board; she/he shall be an ex-officio member of all standing committees; and she/he shall see that all orders and resolutions of the Board of Trustees are carried into effect. The Chairperson may also assume any of the duties and obligations of any of the other officers.
  5. SECRETARY
    The Secretary shall keep the minutes of all meetings of the Board and the minutes of all meetings of the Trustees in books provided for that purpose or in any other form capable of being converted into written form within a reasonable time; she/he shall attend to the giving and serving of all notices; such books and papers as the Board of Trustees may direct, and s/he shall in general perform all duties incident to the office of Secretary, subject to the control of the Board.
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ARTICLE IV - ACCOUNTS

The College shall maintain custody and management of the Fund. The Board shall receive and consider at each annual meeting a full and clear statement of the business and condition of the Fund from the Scholar.

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ARTICLE V - AMENDMENTS

These Bylaws may be altered, amended or repealed or new Bylaws may be adopted at any annual or regular meeting of the Board or at any special meeting of the Board at which a quorum is present provided notice of the proposed alteration, amendment, repeal or adoption is contained in the notice of such meeting, or is waived by the affirmative vote of a majority of those trustees present at such meeting; provided, however, that no change of the time or place of the annual meeting of the Board shall be made after the issuance of notice thereof.

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ARTICLE VI - MISCELLANEOUS PROVISIONS

  1. NOTICE AND WAIVER OF NOTICE
    Whenever any notice whatsoever is required to be given under the provisions of these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his/her address, as it appears on the books of the Fund, and such notice shall be deemed to have been given on the day of such mailing. Said notice may also be delivered by electronic mail, by facsimile or by telephone at the applicable addresses and numbers maintained on the books of the Fund. Said notice may be waived, and the appropriate action taken as if notice had been duly and timely given, by majority vote of the trustees present at any annual or regular meeting.
  2. RESIGNATIONS
    Any trustee or officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the Chairperson or Secretary.

As Adopted: November 12, 1988.

Amended: April 22, 1989; November 4, 1989; April 27, 1990; April 24, 1999; April 24, 2005.