By-Laws of the Old Edwardians Alumni Association North America.
ARTICLE I: - IDENTITY
The name of the association shall be Old Edwardians Alumni Association, North America, Inc.
ARTICLE II: - PRINCIPAL PLACE OF BUSINESS
The association’s principal place of business shall be in the state of Georgia, preferably in the Atlanta area, at the residence of the General Secretary at the time of incorporation, or that of any member resident in the state of Georgia, as determined by a two-thirds majority at any future meeting of the association.
ARTICLE III: - AIMS AND OBJECTIVES
The association is formed as a not-for-profit charitable alumni association and will operate exclusively for non-profit, charitable and educational purposes within the scope of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future United States of America federal tax code.
The aims and objectives of the association shall be to further the common good of society, including but not limited to the following:-
To organize and unite former students, teachers, staff and well-wishers of the St. Edwards secondary School in order to promote, foster, develop, and maintain the highest level of academic excellence possible at the school in particular and society in general.
To provide necessary financial and material assistance and support towards the development and enhancement of academic excellence of the school.
To cultivate closer relationship between past and present students of the St. Edwards Secondary school now resident in the United States and Canada.
To provide necessary financial aid and material and support, including but not limited to scholarships, grants, school uniforms, and other educational supplies to deserving students at the St. Edwards Secondary school.
To provide financial assistance and support for the development and maintenance of basic infrastructure.
To operate and abide by all lawful acts as defined in the Articles of Incorporation under the laws of the State of Georgia, and the laws of other states in the Unites States where the association is registered.
Article IV: - General Scope
Section 1 - Purposes: This Corporation is an alumni association for non-profit, charitable, and educational purposes within the mandate of section 501(c) (3) of the Internal Revenue Code or the corresponding section of any future United States Federal tax code. It exists to further the common good in society, including, but not limited to the following:
· To organize and unite former students of St. Edward’s Secondary School in order to promote, foster, develop and maintain an environment conducive to enhancing an effective educational system at the school in particular and Sierra Leone in general.
· To provide necessary financial and material assistance and support towards the development of the educational and social welfare of the youths in Sierra Leone.
· To cultivate cordial, positive ties among former students, teachers and staff of St. Edward’s Secondary school.
· To create, and extend meaningful opportunities to some of the under privileged students at St. Edward’s Secondary school. The association shall strive within its means to provide such students with academic, educational materials; financial assistance and other mechanism to enable them achieve their academic objectives. Such mechanisms will include, but not limited to, scholarships, grants, and school uniforms.
· To provide financial assistance or support to St. Edward’s Secondary school, and where appropriate, for the development, and maintenance of infrastructure and/ or for payment of salaries to teachers and staff as supplement to unpaid or under paid salaries.
· To only participate and undertake in lawful activities which are necessary, proper and useful for the furtherance and accomplishment of the purposes of the association.
Section 2 - Equality: All members of the organization stand equal before the law and these by laws. This organization shall not tolerate discrimination on the basis of ability, race, nationality, color, ethnic or national origin, marital status, gender, sexual orientation, political or social beliefs or any other ground that is contrary to human rights.
Article V: - Funds, Gifts, Donations
Section 1 - Funds:
Funds for furthering the purposes of the Association as set forth in Section 1 hereof and in the Articles of Incorporation shall be derived from membership dues, donations and contributions (solicited and unsolicited), as well as from various fund-raising activities. No part of the association’s fund shall be used for the benefit of, or be distributed to its members, officers or other private persons. However, the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
Section 2 - Deposits:
All funds of and for the association shall be deposited to the credit of the association in bank(s), trust companies or other depositories as the Association shall approve and select.
All expenditures must be approved by voting of eligible members at a general meeting. Should an emergency arise which necessitates the expenditure of the association’s funds, a vote be a majority of the Executive, including the Chairman, may authorize such expenditure, and disclosure made to the general membership as soon as possible.
The Treasurer, and in his absence the Assistant Treasurer, will have authority to disburse funds electronically, after approval by the membership. When payment of an obligation by check is appropriate, the following officers shall be the authorized signatories of the association:- the President, Treasurer, and General Secretary. Any two of these authorized officers must sign the check. In the event of any absences of the authorized signatories, the respective assistants to the authorized officer(s) may sign.
The Chairman and General Secretary shall be allowed viewing access to all deposit accounts belonging to the association by the Treasurer at all times during their respective terms of office.
Section 3 - Gifts:
Any eligible voting member of the association may accept contributions and donations on behalf of the association. These contributions and donations must be made available and presented to the Executive body for prompt and proper documentation of receipt. Subsequently, the general membership must also be informed of any/such receipts not later than the next organized/scheduled meeting of the association after the item(s) is/are received. It will be the responsibility of the Treasurer to issue receipts for all donations within a reasonable time of their acknowledgement by the Executive.
Article VI: - Activities
No substantial part of the association’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation; or participation in, or intervene, or solicit by publishing, or transmitting of statements via electronics, photographic, or digital means. The association or its membership shall not use any medium it owns or operates (email, stationery, logo, logistics, and assets) for any political campaign/entity on behalf of, or in opposition to any elective process for public office. This Association shall not engage in any activity, or exercise any power that is not in furtherance of the purposes of the association as set forth in Section 1 hereof, and in the Articles of Incorporation.
Article VII: - Membership, Dues and Other Assessments
Section 1 - Membership:
The association shall have three categories of membership:-
Alumni Membership: - Any former student of St. Edward’s secondary school now resident in the United States and Canada is eligible to become a member of the association by declaration of intent and upon payment of an amount equal to one month’s dues. These members will be accorded all the rights and privileges of the association following approval from the general membership. Alumni members can vote or be voted for any office, and have full voting rights and privileges on all matters of the association.
Non-Alumni Membership: - This group of membership includes but not limited to teachers, staff, athletes, and band members who dedicated their time and service to the St. Edwards secondary school but where nevertheless past pupils of the school. As nonalumni members, these individuals will be allowed to join the association upon review of submitted application by the executive body and a final majority vote by the general membership. Any dissent/opposition vote and reasons for such must be seriously considered before final approval is granted. Non-alumni members shall have no voting rights or privileges.
Honorary Membership:- This group of membership is open to any person of decent and unquestionable character willing to be part of this association, but who is however not qualified to be in either alumni or non-alumni membership categories as indicated above. The application and approval process shall be the same as that of NonAlumni membership. Honorary members shall have no voting rights or privileges.
Any reference to member(s) herein and in the Articles of Incorporation, denotes all three categories of membership, unless otherwise specifically indicated. All members shall be subjected to the same financial obligations to the association, including membership dues, and other reasonable assessments, which the association may occasionally solicit, or levy. All members in good financial standing in the form of membership dues, and other duly levied assessments are entitled to participate in all activities and discussions. The voting rule applies only to Alumni membership. Although non-alumni and honorary members do not have voting rights, members in these categories do have all other privileges as bestowed on alumni members.
Section 2 - Membership Dues, and Other Assessments:
A member is obligated to donate or contribute in timely manner membership dues, which shall be set by the association. The current dues rate is set at $120.00 per year.
Defaults on payments due to the Association may warrant suspension of membership where appropriate, and such action could be withdrawn if complete recovery of said default is made within six months from date of default notice from the Treasurer. After six months, and if complete restitution is not made, the membership of the affected individual may be revoked by a two-thirds majority of the executive. The association, before reinstatement of status, may demand full payment of all arrearages.
Section 3 – Other Responsibilities:
Members of this organization are expected to conduct themselves at all times with the highest standards of integrity, civility and decency. Interactions among members, whether during meetings or not, must be polite and respectful. Every effort must be made to reflect the honor and tradition of brotherhood for which St. Edward’s is renowned.
All members, whether or not they are officers, must make effort to maintain the highest standards of integrity, civility and decency in their dealings with others on behalf of the organization.
Article VIII: - Meetings
Section 1 – A) General Meetings:
A general meeting of the Association shall be held with or without other notice than these Bylaws at least once monthly by way of a telephone or other conference, or at any such place to be determined by the association in the future. In exigent circumstances by resolution or majority consent, the Association may cancel or reschedule any such meeting or schedule additional meetings. The date, time and venue for additional or emergency meetings shall be determined either by majority of general membership contacted, or by resolution of the executive body.
B) Executive meetings: - Special meetings of the Executive shall be convened by the President upon request by any other two officers of the Association. Notice of any or all meetings of the association shall be communicated by email, telephone, electronic medium, or personally, at least seven days prior to the meeting.
Section 2 - Rules Governing Conduct of Meetings:
The rules governing conduct of meetings of the association are guided as per stipulation in the ‘Robert’s Rules of Order’. The rules are in effect in all instances where they are not in conflict with these bylaws. In instances of conflict, the rules stated in the By-laws shall prevail.
Section 3 – Quorum:
The presence of six eligible voting members at any organized meeting of the Association shall constitute a quorum for starting and transaction of business. However, there must be at least two Executive members inclusive of the six members present. Furthermore, the present members must be representative of two or more geographical regions of the USA and/or Canada. For Executive meetings, a majority of officers present shall constitute a quorum to start and conduct proceedings.
Section 4 - Manner of Action/ Binding Actions:
The act of a majority of eligible voting members at any meeting at which a quorum is present shall be the act of the association, except where otherwise provided by law or these Bylaws. The act of a majority of the executive at a quorum-constituted executive meeting shall be the act of the executive.
Article IX: - General Powers
In furtherance of the aforementioned purposes, but not limited to these, the association shall have the power, to the extent that such power is conferred or is not limited by law, to make and perform contracts for any lawful purpose; to solicit contributions and donations; to engage in various charitable funding and fund raising activities; to acquire, own, hold, operate and maintain such property as to enhance its purposes.
Article X: - Board of Directors/Executive Body; Election and Term of Officers
Section 1 - Governing Body:
The affairs, assets and liabilities of the association shall be managed, regulated and controlled by a board of directors/executive body comprised of six or more officers elected by the association and endowed with authority to perform the duties prescribed; This body shall also act on behalf of the association pursuant to these Bylaws and in a manner not inconsistent with the law or the Articles of Incorporation. In the absence or unavailability of an elected officer or agent, or for any other reason, the association may decide at an organized meeting to delegate the authority and duties of the officer to any other officer or any eligible voting member for a specified period of time. The executive may at any time appoint assistant(s) to any officer or agent, if there is concurrence by two-thirds majority of eligible members at the meeting.
Section 2: Officers and their Duties:
The officers of the association shall be as follows:- The Chairman, Vice Chairman,
General Secretary, Assistant General Secretary, Organizing Secretary, National Treasurer, Assistant National Treasurer, and Ex-Officio members (Optional). Where appropriate, the executive by a two-third majority shall appoint committees for various specific activities/ programs as needed. The qualifications, duties, term of office, time and manner of electing, and or removing officers and filling vacancies shall be as set forth in these Bylaws. The duly elected Presidents of each establish local chapter shall automatically be an Ex-Officio member of the executive.
Section 3 – The Chairman:
The Chairman shall be the principal executive officer of the association and shall in general, coordinate, supervise, and implement all of the business and affairs of the association, subject, however, to the consensus, advice and guidance of the executive and /or the general membership. The Chairman will be the Chairman of the local Old Edwardians Alumni chapter hosting the next national thanksgiving celebration. The
Chairman shall preside over all meetings. In his /her absence or unavailability, the Vice Chairman shall preside. In the absence of the Vice Chairman, the quorum as defined in Article VIII, Section 3 herein, shall designate a chair as they deem fit.
Section 4 –The Vice Chairman:
The Vice Chairman shall be the Chairman of the local Old Edwardians chapter hosting the annual thanksgiving celebration following that being hosted by the Chairman’s local chapter. The Vice Chairman shall assist the Chairman in coordinating and implementing the business and affairs of the association and upon unavailability of the Chairman shall preside over meetings. In the absence of the Vice Chairman, the quorum present shall decide the manner of conducting the meeting. No official general meeting shall be conducted unless at least two members of the Executive are present. (Refer to Article VIII, Section 3 above).
Section 5 - The General Secretary:
The General Secretary shall record and maintain the minutes of all meetings, ensure notices and correspondences are initiated in accordance with directives by the Executive and general membership. The General Secretary shall perform the duties incumbent upon the office of General Secretary and such other duties as may be assigned by the Chairman, the executive or general membership.
Section 6 – The Assistant General Secretary:
The Assistant General Secretary shall assist the General Secretary in performing the duties incumbent upon the office of the General Secretary. He/She shall perform other duties as may be assigned by the Chairman, the General Secretary, and the executive or general membership.
Section 7 - The Organizing Secretary:
The Organizing Secretary shall coordinate and implement all social aspects of the association’s affairs. He/She may preside as Chair on any Organizing committee of a planned event or activity undertaken by the Association. He/she shall perform the duties incumbent upon the office of Social Secretary, and such other duties as may be assigned by the executive or general membership. The Organizing Secretary shall be responsible for coordinating all advertisement and public relation endeavors of the association. He/ she shall work closely with General Secretary to enhance a constant positive and targeted image of the association’s intentions and messages to the public. He/she shall also perform other duties as may be assigned by the executive or by an approved mandate from the general membership.
Section 8 – The National Treasurer:
The Treasurer shall have charge and custody of and be responsible for all assets, funds and securities of the association. He/she shall receive and give receipts for contributions, donations and dues payable to the association from any source. He/she shall disburse funds with co-authorized officer(s) [see Article V, Section 2 above] for authorized payments and distributions. When circumstances dictate, the Treasurer shall have limited discretionary mandate to utilize funds without full approval by the executive. However, the Treasurer must advise or notify the executive immediately after exercising any such discretionary powers with proper documentation. Under no circumstance shall such discretionary expenditure exceed $100 before a full report is made to the membership. He/she shall make deposits in the name of the association in a bank/trust account fully owned and operated by the association. He/she shall give a financial report and update members on all financial activities of the association at every general meeting of the association.
The Treasurer shall compile a list of all members eligible to vote in annual elections no later than two weeks before the elections are scheduled to be held.
The Treasurer shall be responsible for maintaining current financial information on the organization’s website.
Section 9 - The Assistant National Treasurer:
The Assistant Treasurer shall perform duties incumbent upon the duties of said office and in designation by the Treasurer in his/her absence. He/she shall perform other duties as assigned by the Chairman, the executive or general membership, in the absence of the Treasurer.
Section 10 -- Elections and Terms of office:
The Officers of the Association shall be elected by the general membership every year. Said elections will be in September or October at the Annual General Meeting, and the newly elected officers will be inaugurated during the annual thanksgiving and reunion celebrations, but not later than the last day of October in that same year. A current Officer may declare his/her intention to continue serving in an executive capacity and seek reelection accordingly. Furthermore, there shall be no dissolution of offices or the executive body until the inauguration of new officers is completed at the annual thanksgiving and reunion celebration.
Provisions shall be made for counting the votes of eligible voting members who are not physically present at the Annual General Meeting.
Section 11 – Vacancies:
Any vacancy in the executive may be filled by appointment only until the next general elections. Vacancies or New offices may be filled by approval of members at any organized meeting, if notice of intention as to that specific purpose has been properly communicated to the membership at least seven days prior to the meeting. Each Officer shall hold office until his/her successor shall have been duly elected and inaugurated.
Section 12 – Removal from Office:
The association may remove any officer or agent elected or appointed from office whenever in its judgment the best interest of the association would be served by such removal. Such removal shall be effected by resolution adopted by two-thirds majority of eligible voting members at a special meeting called for that purpose, provided at least seven (7) days prior to the meeting notice is given to all eligible voting members. Proposals like termination of contracts, revocation of business undertakings or agreements, vote of non-confidence, etc could be tabled for vote by any eligible voting member of the association at any general meeting without prior notice or a seven-day waiting period. A majority vote for or against any such action(s) shall be binding by the association.
Section 13 – Resignation:
Any officer or agent elected or appointed by the association may resign from his or her office at any time by written notice to the Chairman and/or General Secretary. A resignation notice shall take effect as of the date of receipt by the general membership or as specified in the notice. The acceptance of a resignation shall not be necessary to make it effective.
Section 14 -- Voting Eligibility:
A member’s voting right shall be governed by the following criteria: -
He/she is not in arrears of membership dues for more than three consecutive months; AND
He/she has been present in at least one-half the total number of general meetings held during the preceding twelve months; OR
He/she has participated substantially in the general meetings held during the preceding twelve months.
Article XI: - Appointment of Committees
The Chairman, upon a resolution by the majority of eligible voting members at an organized meeting, may appoint one or more committees as and when necessary to accomplish a task. The executive body must approve membership in any committee. A committee shall consist of two or more members, which to the extent provided in the resolution of these Bylaws, shall have the authority to act on behalf of the association in accordance with a prescribed mandate. Upon the advice and guidance from the executive, a committee may be allowed to seek professional advice from individuals outside this association whenever necessary. This action must only be used for enhancing the purposes of such committee’s goals.
The Chairman shall appoint the following committees, consisting of two or more persons, as deemed necessary for the smooth operation of the association:– 1) An Auditing Committee,
A Rapid Response Committee,
A Project-based Organizing/Social Committee, and.
An Awards and Recognitions Committee
A Conflict Resolution Committee, except that when the conflict involves a member of the Executive, in which case the Conflict Resolution Committee shall be appointed by the national body at an emergency or other general meeting.
Article XII: - Fiscal Year
The fiscal year of the association shall begin the first day of January and end on the last day of December each year.
Article XIII: - Response to Special Circumstances and Occasions
Members are encouraged to immediately notify the association of any personal life changing events. Such events may include but not limited to deaths, promotions, weddings, job loss, loss of primary residence; illness, hospitalizations, or death of a loved one. In the spirit of brotherhood, the Rapid Response Committee or any member or committee designated by the association will provide timely response to the affected member and communicate same to the general membership.
Section 1 – Death:
In the event of death of a member, the association shall make every effort to respond in as large a number as possible with the gift of presence; wearing ceremonial attire or any level of uniform attire deemed appropriate by the Executive. Members may organize voluntary fundraising activities or donation drives if they so desire. However, the association shall not make any direct contributions from its funds.
Section 2 -- Disability/Serious Illness:
In the event of a disabling sickness of a member or his/her immediate family, the Rapid Response team shall activate appropriate response and make recommendations to the executive and general membership promptly.
Section 3 – Other Unforeseen Circumstances:
If an active member of this association shall suffer loss of his or her job, or primary residence, or other unforeseen circumstances, the Executive shall determine any official response if necessary however, any such contribution shall not include financial obligation by the association. Members are encouraged to render assistance where possible on a voluntarily basis. The Executive may provide assistance in coordinating a response; however, any such endeavor shall not be seen as an endorsement by the association.
Section 4 -- Joyous Celebrations or Social Occasions:
For all joyous celebrations or social gatherings, the association shall defer responses to the generosity of individual members as they deem appropriate. The association may provide a card and or appropriate gift highlighting our care and support. Members are also encouraged to make whatever donations they may deem fit to the celebrant member. However, in the event that a group of concerned or volunteer members exists to facilitate such occasions, the association shall seek some guidance from any such group as and when necessary. The Rapid Response team shall coordinate any form of official representation by the association, if so approved by the general membership.
Section 5 – Response / Contributions to Other Organizations:
Whenever called upon, and if possible, this association may make monetary donations not to exceed the sum of two hundred dollars ($200.00) to support other worthy causes which are closely aligned or similar to the purposes of this organization.
Monetary donations to other non-Edwardian organizations will be determined on a caseby-case basis, and any final donation amount must be approved by a majority vote of the general membership. If attendance at an event is requested, the attire for representation at any occasion will be the school tie worn with a white shirt, and crest. Any departure from this ensemble will be determined on a case-by-case basis and upon a majority approval or consent of the executive or general membership.
Whenever called upon, and if possible, this association shall be represented in full ceremonial uniform in the event of a loss of an alumni member. With regards other associations or organizations, the attire for representation at a bereavement ceremony shall be determined on a case-by-case basis, as approved by a majority vote of the general membership.
Article XIV: - Amendment to These Bylaws
These Bylaws may be altered, amended or repealed in whole or in part, and new Bylaws may be adopted upon resolution by two-thirds majority of eligible voting members at an organized meeting of the association. Notice of intention as to such specific purpose must be properly communicated to the general membership fourteen days prior to the meeting.
The foregoing Bylaws are adopted by the Old Edwardians Alumni Association, North America, Inc.
This ----------------------- Day of ---------------------------------------, 2012.
Name (Print) -------------------------------------------------------------------General Secretary: Signature--------------------------------------------------
Name (Print) --------------------------------------------------------------------