Last Updated on Saturday, 23 June 2012 20:13 Published Date Written by SHSAA
ARTICLE I. NAME AND PURPOSE
Section 1. Name
The name of the organization shall be the Stuyvesant High School Alumni Association, Inc., hereinafter referred to as "the Association."
Section 2. Purpose
The Association, organized under the Not-for-Profit Corporation Law of the State of New York, shall have for its purposes:
(a) to award scholarships and other grants to deserving students of Stuyvesant High School ("the School"),
(b) to maintain the relationship of alumni to the School and to each other through written and other communications, and social, academic and other events,
(c) to render aid and cooperation to the School in order to facilitate academic and extracurricular programs and other student activities, and
(d) to raise funds, by dues, contributions, events and otherwise, in order to support those activities which result in the furtherance of items (a) through (c) above.
Section 3. General
The Association’s principal office shall be at the School, presently located at 345 Chambers Street, New York, New York 10282. A separate mailing address may be designated from time to time.
The Association shall have as its fiscal year the period from July 1 to June 30.
All moneys of the Association shall be deposited at or invested with financial institutions accredited by and located in the United States.
There shall be kept at the office of the Association correct books of account of the activities and transactions of the Association including a minute book which shall contain a copy of these Bylaws plus all minutes of meetings of the members and of the Board and its committees, as well as all other records of the Association.
Section 4. Nondiscrimination
The Association shall not discriminate against any employee, member or applicant for employment, or membership because of race, color, religion, sex, sexual preference, age, physical or mental disability, or national origin.
ARTICLE II. MEMBERSHIP
Section 1. Classes of Membership
There shall be the following classes of membership in the Association:
A. Associate Members
Associate membership shall be conferred upon all persons who have graduated from the School or attended the same. Non-dues-paying associate members shall have no right to vote, to hold office in, or to serve on the Board of Directors of the Association.
B. Voting Members
There shall be one or more voting classes of membership consisting of dues-paying associate members. The dues schedule shall be determined, from time to time, by the Board of Directors. Voting members shall be eligible to vote in elections of the Association, serve on the Board of Directors, serve on committees of the Board, and hold office in the Association.
C. Honorary Members
There shall be an honorary membership class consisting of persons, selected by the Board from time to time at a regularly scheduled meeting, who have made significant contributions to the School or the Association but did not attend the School. Honorary members shall have no right to vote, to hold office in, or to serve on the Board of Directors of the Association.
Section 2. Revocation and Suspension
The rights and privileges of any member of the Association, except Directors and Officers, may be revoked or suspended for cause adversely impacting the Association or the School at any duly noticed Board meeting, after two weeks written notice of intent to take such action, by a majority vote of the Board then in office.
ARTICLE III. GENERAL MEETING
Section 1. Annual General Meeting
An Annual General Meeting of the members of the Association shall be held during the first calendar quarter of each year at such date, time and place as the Board shall determine. Due written notice of such meeting shall be given. The purpose of the meeting shall be for the election of Directors to the Board and for voting on any other issues the Board may wish to present to the members.
Section 2. Quorum
There shall be required a minimum of either 15 voting members or five (5) percent of the total voting membership, whichever is less, present in person or by proxy, to constitute a quorum at an Annual General Meeting.
Section 3. Rules of Order
The presiding officer may, at his or her discretion, use Robert’s Rules of Order to conduct the meeting.
ARTICLE IV. DIRECTORS
Section 1. General
The Association shall be governed by a Board of Directors consisting of up to twenty voting members, whose rights and privileges have not been revoked or suspended. The Board shall be responsible for the management, oversight and active conduct of the affairs of the Association. Committee chairpersons shall be chosen from Board members. The Board of Directors shall meet after due notice not less than once every three months. One-third plus one member of the Board then in office shall constitute a quorum. The presiding officer may, at his or her discretion, use Robert’s Rules of Order to conduct the meeting.
Section 2. Term of Office
Board members shall be elected in the last calendar quarter of each year by the voting membership of the Association for a term of three years. The results of the election shall be announced at the Annual General Meeting. The term of office shall begin at the next meeting of the Board of Directors following the Annual General Meeting. Terms of directors shall be staggered in such a way that the terms of office of approximately one-third of the directors shall expire each year. In the event that there is a vacancy in the position of Director, the President may nominate a qualified voting member of the Association as a Director who shall take office upon confirmation by a majority vote of the Board of Directors for a term to extend until the next Annual General Meeting.
Section 3. Nominating Procedure
The Board of Directors shall, annually, prepare a slate of qualified candidates for Director and present it to the membership for approval by general election. The Nominating Committee shall recommend to the Board nominees for candidacy in the ensuing election. The Nominating Committee shall consist of three or more board members. The members of the Nominating Committee shall be selected by majority vote of the Board which vote shall be taken at the first regular meeting of the Board of Directors after the Annual General Meeting.
Section 4. Action Without a Meeting
Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or such committee consent in writing to the adoption of a resolution authorizing the action. Such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
Section 5. Participation by Telecommunications Equipment
Any one or more members of the Board or any committee thereof may, where practical, participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear one another at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 6. Removal
Any Director of the Association may be removed or suspended for cause adversely impacting the Association or the School after a motion made and carried by a simple majority vote at a duly noticed Board meeting, followed by two weeks written notice of intent to take such action, and a vote carried at a subsequent Board meeting by a two-thirds majority of the Board then in office.
ARTICLE V. OFFICERS
Section 1. General
The officers of the Association shall be:
President, First Vice President, Second Vice President, Recording Secretary, and Treasurer.
All officers must be members of the Board of Directors in good standing.
Section 2. Duties of Officers
The duties of the officers shall be those usually incident to their respective offices.
The President shall preside at all meetings of the Board and the Annual General Meeting, and shall be a member ex-officio of all committees. The President shall, with the advice of the Board, appoint committee chairs and committee members, and hire and fire employees. The President shall provide general direction for the affairs of the Association and shall have all powers necessary and incident thereto.
(b) Vice Presidents
The Vice Presidents shall act as assistants to the President, in their respective order, and shall perform the duties of the President in his or her absence, including presiding at meetings of the Board and the Annual General Meeting. They shall be assigned specific duties by the President.
(c) Recording Secretary
The Recording Secretary shall serve as Corporate Secretary of the Association and be responsible for the keeping of accurate and complete records of the Association, including the proceedings of the Board and the Annual General Meeting.
The Treasurer shall be responsible for the financial operations of the Association including the custody of all moneys of the Association, shall be responsible for keeping an accurate record of receipts and expenditures, and shall make the financial records available for an annual audit of the Association.
Section 3. Term of Office
Officers shall be elected by the Board of Directors at its first meeting immediately after the Annual General Meeting. Candidates for officer positions must be members of the Board of Directors in good standing. All officers will take office immediately upon election and serve for a term of one year.
Section 4. Removal
Any officer of the Association may be removed or suspended for cause adversely impacting the Association or the School after a motion made and carried by a simple majority vote at a duly noticed Board meeting, followed by two weeks written notice of intent to take such action, and a vote carried at a subsequent Board meeting by a two-thirds majority of the Board then in office.
Section 5. Vacancies
In the event that the Office of the President becomes vacant as a result of retirement, resignation, removal, death, or any other reason, the Office shall be succeeded for the unexpired portion of the term by the First Vice President, then Second Vice President, then Recording Secretary, and then Treasurer.
In the event of a vacancy in any office other than the President, a successor to fill the unexpired portion of the term shall be elected by the Board.
ARTICLE VI. STANDING COMMITTEES
Section 1. General
Standing committees shall be created and have the power to perform the functions specified below, any functions incident thereto, and any other functions that may be assigned to them by the Board from time to time. All committee activities shall be subject to review by the Board. Except as otherwise stated, standing committees shall report regularly to the Board.
Section 2. Executive Committee
The Executive Committee shall consist of the officers of the Association. The committee shall be chaired by the President. The committee shall have all the authority of the Board, except as prohibited by law, to conduct the affairs of the Association between regular meetings of the Board in situations where an assembly of a quorum of the Board would be impractical or impossible.
Actions of the committee shall require a majority plus one vote. The committee shall report to the Board on any actions taken at the next scheduled Board meeting.
Section 3. Membership
The Membership Committee shall maintain accurate records pertaining to the members of the Association including, but not limited to, dues payments and current contact information. The committee shall be responsible for the safeguarding of such information in accordance with applicable laws and Association policies. In addition, the committee shall be responsible for recruiting new voting members and for passing upon or recommending for membership those candidates who meet the qualifications. The committee shall annually review such qualifications and the dues schedule.
Section 4. Reunions
The Reunions Committee shall act as liaison between the Association and alumni wishing to hold reunions. A form of contract shall be created by the Committee and approved by the Board. Each individual contract shall be signed by an officer.
Section 5. Communications
The Communications Committee shall be responsible for regular Association communications including, but not limited to, the publication of the Association newsletter, and maintenance of the SHSAA website.
Section 6. Audit
The Audit Committee shall be responsible for the Association’s auditing, accounting, and control functions, including, but not limited to, choosing audit and accounting services needed, reviewing financial reports, establishing adequate procedures and controls, and reviewing financial performance. The committee shall draw up, in the last quarter of the fiscal year, a budget for approval by the Board for the upcoming fiscal year, and monitor spending against budgeted amounts, as well as issue monthly financial reports to the Board. The committee shall be composed solely of Directors who are not officers of the Association.
Section 7. Allocations
The Allocations Committee shall review all requests for Association funds from the School, student groups, departments, teams, and other groups associated with the School. The committee shall have the power to approve or disapprove requests that are at or beneath the statutory limit that shall be set by the Board from time to time. The committee shall recommend to the Board approval or disapproval of requests that are above the statutory limit.
The committee shall be responsible for ensuring that a monthly activity report is provided to the Board. The committee shall ensure that all allocations are made and spent consistent with the stated purposes of the Association.
Section 8. Investments
The Investments Committee shall be responsible for the prudent investment of all Association funds. At least annually, the Committee shall present to the Board for its review and approval an investment strategy. The Committee shall report promptly to the Board any significant deviation from the approved investment strategy. The Treasurer shall be a member of this Committee.
Section 9. Scholarships and Grants
The Scholarships and Grants Committee shall, from time to time, establish procedures for applying for, and criteria for granting, scholarships, grants, and other financial assistance. The Committee shall review all individual student applications for assistance and determine, in its judgment, which applicants are entitled to assistance and the amount of such assistance.
Section 10. Special
The Board may, from time to time, create such special committees as may be deemed desirable. The members of any such committee shall be appointed by the President with the advice of the Board. Special committees shall have only such powers as are specifically delegated to them by the Board, and as are permitted by law. Special committees shall serve at the pleasure of the Board.
Section 11. Nominating
There shall be a Nominating Committee as provided for in Article IV, Section 3, Nominating Procedure of these bylaws.
ARTICLE VII. SCHOLARSHIP OBLIGATIONS
Section 1. Board Obligations
The Association and its Directors shall have no obligation to applicants to award, or to recipients to continue, any scholarship, award, or grant, and it or they may grant or deny the same in their honest judgment, and no liability on them shall be imposed thereby.
Section 2. Recipient Obligations
No obligation for repayment of any such funds awarded shall be imposed on the recipients unless otherwise specified upon the award of the funds.
ARTICLE VIII. INDEMNIFICATION
The Association shall, to the fullest extent permitted by law, indemnify and hold harmless and defend any person who is made, or threatened to be made, a party to any action or proceeding by reason of or related to the fact that he, his testator or intestate is or was a director, officer, employee, volunteer, committee member or agent of the Association, against any judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, in connection with the performance of an act authorized by the Association and performed in good faith.
ARTICLE IX. CHAPTERS
The Board may, from time to time authorize, charter, license, and dissolve chapters of the Association throughout the United States and other countries.
ARTICLE X. AMENDMENTS
These Bylaws may be amended by a motion made and carried by a simple majority vote at a duly noticed Board meeting, followed by two weeks written notice of intent to take such action, and a vote carried at a subsequent Board meeting by a two-thirds majority of the Board then in office, or by a simple majority vote of the entire voting classes of membership of the Association, by way of a referendum.
ARTICLE XI. DISSOLUTION OF THE ASSOCIATION
In the event of the dissolution or liquidation of the Association, the Board of Directors shall donate any assets then owned by the Association to the School or an organization which supports the School and which satisfies Section 501(c)(3) of the Internal Revenue Code. If the School no longer exists, the Board of Directors shall designate an educational institution which satisfies the definition contained in Section 501(c)(3) of the Internal Revenue Code of an exempt educational institution to receive said assets.
ARTICLE XII. EFFECTIVE DATE
These Bylaws, as amended, shall be effective on January 19, 2011.