CONSTITUTION of the Vanderbilt Federalist Society Preamble WE, the members of the Vanderbilt Federalist Society, an organization duly established pursuant to the bylaws and regulations of Vanderbilt University and the Vanderbilt University Law School, and an officially established and recognized student branch of the national Federalist Society, desiring to associate ourselves for the lawful purposes herein stated, and to provide for the governance of the organization and the conduct of business, and to specify the relative rights and obligations of the members, hereby adopt this Constitution. Article I Purpose (a) The purpose of the organization is to provide a fraternal assembly whereby members have the opportunity to explore, evaluate, discuss, question, and debate conservative and libertarian political philosophy, particularly as applied to the judiciary, both within the organization and with the greater community. (b) The Federal Society is founded on the principles that the state exists to preserve freedom, that the separation of governmental powers is central to our Constitution, and that it is emphatically the province and duty of the judiciary to say what the law is, not what it should be. (c) The organization recognizes and respects the varying positions of the members and supporters of the organization who adhere to these core beliefs, and accordingly shall endeavor to provide an atmosphere supportive of the political and philosophical diversity of the organization s members. (d) The organization shall not endorse or adopt, either explicitly or implicitly, any position on substantive policy. (e) The organization shall facilitate the ability of individuals, both within and without the organization, to adopt reasoned and grounded policy positions by providing educational fora, including, but not exclusive to, debates, lectures, seminars, and publications, wherein varying positions may be explored. Article II Membership (a) Only registered students of Vanderbilt Law School are eligible for membership in the organization. (b) Faculty and administration of Vanderbilt Law School and Vanderbilt University, including visiting and adjunct professors and lecturers, are eligible for associate membership in the organization, but may not seek any organizational office nor may vote in any organizational matter.
(c) Any member who voluntarily resigns from the organization may rejoin the organization after the conclusion of the academic year during which the member resigned. (d) General organizational and informational meetings shall be open to all Vanderbilt Law School students, faculty, and staff, as well as the greater academic community of Vanderbilt University. Article III Faculty Advisor The organization shall secure and maintain a member of the Vanderbilt Law School faculty to serve as faculty advisor to the organization, or, where a Vanderbilt Law school faculty member is unavailable or unwilling to serve in that position, the organization shall secure a faculty member from Vanderbilt University to serve as faculty advisor to the organization. Article IV Officers (a) The organization shall contain the following administrative officers: (1) President (2) Vice President (3) Secretary (4) Treasurer (b) The organization may contain the following administrative officers: (1) Alumni Chair (2) Social Chair (3) Webmaster (4) Faculty Liaison (5) Vice President of Events (6) Vice President of Membership (7) Any other such officer as specified by the Board of Directors (c) The duration of all administrative officers established pursuant to subsection (b) shall be through the conclusion of the academic year in which the office was established, or earlier as specified by the Board of Directors. (d) The duties of the administrative officers shall be: (1) The President is the Chief Executive Officer of the organization. The President shall call all general meetings of the organization and meetings of the Board of Directors. The President shall preside over all general meetings of the organization and meetings of the Board of Directors. The President is responsible for the supervision of all organizational activities, and is the individual chiefly responsible for the conduct of the organization, including, but not exclusive to, the compliance by the organization and its members to all applicable bylaws and regulations of the Vanderbilt Law School and Vanderbilt University. The President is the chief liaison with all faculty, staff, and administrative officers of the Law School and the University. 2
(2) The Vice President is the Chief Operating Officer of the organization. The Vice President shall assist the President in whatever capacity desired by the President and shall preside over organizational meetings and meetings of the Board of Directors in the event of the absence of the President. The Vice President shall plan, coordinate, and execute all nonsocial events sponsored by the organization, with the assistance of other members of the Board of Directors and general members of the organization. (3) The Secretary is the chief record-keeper of the organization. The Secretary shall record minutes of general meetings of the organization and meetings of the Board of Directors; shall maintain copies of all correspondence of the organization. (4) The Treasurer is the Chief Financial Officer of the organization. The Treasurer shall manage organization finances, including, but not exclusive to, deposit and disbursement of funds. The Treasurer shall prepare and maintain detailed records of all financial transactions of the organization. The Treasurer may not disburse any funds or other assets held in any organization account unless authorized by the Board of Directors. (5) The Board of Directors may specify additional duties for any officer named in this Article. (6) The Board of Directors shall specify the duties of any discretionary officer created pursuant to section (b) of this Article. (e) In the event that the President is unable or unwilling to fulfill the term of office, the Vice President shall assume the position of Interim President, and shall hold an election for the purpose of electing a President to serve the remainder of the term, no later than thirty (30) days after the office is vacated. (f) In the event that any other administrative officer is unable or unwilling to fulfill the term of office, the President shall appoint a member of the organization to serve as an interim officer, and shall hold a special election for the purpose of electing a new officer to serve the remainder of the term, no later than forty-five (45) days after the office is vacated. Article V Board of Directors (a) The Board of Directors shall consist of all mandatory officers of the organization, as provided in Art. IV, (a). (b) The Board of Directors shall be the exclusive governing body of the organization. (c) The Board of Directors is exclusively responsible for all business of the organization, including, but not exclusive to, authorization of sponsored events, disbursement of organizational funds or assets, creation of discretionary officers, and official communications in the name of the organization. (d) The Board of Directors may appoint, as the need arises, special committees comprising members of the organization to address specified business of the organization. The President shall appoint the chairs of special committees, with the approval of the Board of Directors. 3
(e) Unless otherwise specified, all votes of the Board of Directors shall be decided by simply majority. (f) Votes of the Board of Directors may be vetoed by the organization at large, provided (1) a petition for veto is submitted to the Board of Directors within fifteen (15) days of the challenged vote, containing signatures of a majority of all dues-paying members of the organization, as verified by the President; and (2) three-fourths (3/4) of all dues-paying members of the organization eligible to vote pursuant to Art. VI, as verified by the President, so vote in favor of the veto. VI Elections (a) General elections for officers for the following academic year shall be held in the final months of the current academic year, on a date specified by the Board of Directors. (b) To vote in the general election, an individual must: (1) be a dues-paying member of the organization one month prior to the scheduled date of election, as verified by the President (c) To run for any office of the organization, an individual must: (1) be a dues-paying member of the organization one month prior to the scheduled date of election, as verified by the President (d) Any organization member meeting the requirements of this Article may run for any office of the organization, provided there is no known or expected impediment to the member s ability to complete the full term of the office for which they choose to run. (e) The candidate that receives a number of votes equal to a plurality of members entitled to vote shall be elected to the specified office. (f) To vote in any special election or to vote on the ratification of amendments to this Constitution, an individual must: (1) be a dues-paying member of the organization by the day of election, as verified by the President (g) To run for office in any special election, an individual must: (1) be a dues-paying member of the organization by the day of election, as verified by the President; (2) have attended at least one (1) organization-sponsored event in the two (2) weeks prior to the election as verified by the President (h) An announcement of every election shall be made by a member of the Board of Directors no later than one (1) week prior to the scheduled date of election, and shall include all offices open for election. (i) Any member wishing to run for an office shall submit an application to the President no later than one (1) week prior to the scheduled date of election, stating the office for which the member is running, and a brief statement regarding the member s candidacy. (j) The President shall publish a list of all candidates for office, and a copy of all candidates statements to the members prior to the scheduled date of election. 4
(k) Elections will be by online secret ballot. (l) All candidates run independently for each office and may not run jointly as teams, blocs, coalitions, or any other grouping. Candidates are free to support and endorse other candidates running in the same election. (m) The President shall tabulate all votes cast. The Vice President shall verify the accuracy of the vote count. (n) Any member may petition for a re-count of votes. Recounts shall be conducted by a committee of five (5) members, consisting of the Vice President, Treasurer, and three (3) non-office holding members who are not candidates for any office in the disputed election, such members being appointed by the President. Article VII Parliamentary Authority All meetings of the organization and meetings of the Board of Directors shall be governed by the rules contained in the most-recent edition of Robert s Rules of Order, where such rules do not conflict with any express provision of this Constitution. However, all meetings may be conducted outside formal parliamentary procedure absent objection by those members in attendance. No procedural mandate of this Constitution may be waived. Article VIII Affiliation (a) The Vanderbilt Federalist Society is an officially-recognized student chapter of the national Federalist Society, and is affiliated with and under the general supervision of the national Federalist Society, located at 1015 18th St., N.W., Suite 425, Washington, D.C. 20036. (b) The national Federalist Society retains all rights to terminate its relationship with the Vanderbilt Federalist Society, and, in the event of such termination, the Vanderbilt Federalist Society must relinquish the title of Federalist Society, must cease use of any publication, image, logo, copyright, trademark, or any other proprietary holding of the national Federalist Society, and must relinquish any claims to any assets of the national Federalist Society. Article IX Amendments Any member eligible to vote pursuant to Art. VI, supra, may propose amendments to this Constitution. Amendments shall take effect upon ratification by two-thirds (2/3) of all members eligible to vote pursuant to Art. VI, supra, on the date when the amendment is certified for vote. Article X Effective Date This Constitution shall become effective upon ratification by two-thirds (2/3) of all duespaying members of the organization. 5