By-Laws
Archdeacon Crowther Memorial Girls School (ACMGS) Alumni Association of North America
The Bylaws of the Alumni Association, the rules that ensure stability, continuity and structure of the ACMGS Alumni Association of North America are available for alumni, students, and friends to view. The Alumni Association was established to become the lifetime partner in engaging all alumni, students, and friends with ACMGS.
ARTICLE I
Name
The name of the Association is ACMGS Alumni Association of North America. The Association was organized in September 2013 and effective date of its incorporation is October 30, 2013
ARTICLE II
Purposes and Objectives
This organization shall be operated exclusively for charitable and educational purposes and shall have all of the powers available to nonprofit organizations under the law to pursue such purposes, which include:
Section 1. Support the mission and promote the interest and welfare of ACMGS and its alumni, students and friends.
Section 2. Maintain among its alumni a spirit of communication, fellowship and service.
Section 3. Provide financial assistance to the school for operational support, for scholarship assistance, for capital development, and/or for other objectives as indicated by the school administration.
Section 4. Contribute to the ongoing wholesome growth of the current students and alumni.
Section 5. Collect monies by way of fees, donations, fund-raising activities or otherwise and to accept gifts, legacies, devises and bequests and to hold, invest, expend or deal with these funds to further the purposes of the Association.
Section 6. Activities of the Association shall be carried on without purpose of gain for any Member, and any profits or other accretions to the Association shall be used in promoting its objectives.
Section 7. Establish and maintain any trust or other funds the members/Board of Directors deem appropriate to meet its charitable and educational purposes.
ARTICLE III
Membership in the Association
Section 1. All graduates, former students, teachers, or staff of ACMGS may become members. Teachers or staff who are NOT alumni of the school will be "life" members and pay lifetime dues.
Section 2. Persons who have rendered distinguished services to the school or Association, and whose interest and service would make their membership significant, may be elected honorary members of the Association. Honorary members shall be inducted into the Alumni Association upon the recommendation of the Principal of the school, President, or other executives of the Association and majority vote by the members /Board of the Association at any meeting.
Section 3. Powers and privileges of membership: Only active annual members and life members will be entitled to the privilege of the floor and to hold office. Honorary members shall be entitled to all the privileges of membership except the right to vote or hold office.
Members
Membership of this association shall be divided into the following classes:
A. Active Annual Members: Any graduate, former student, teachers or staff of ACMGS may become an annual member of the Association upon payment of membership and annual dues in an amount set forth in the bylaws or determined by the Association, and such membership shall continue so long as annual dues in such amounts determined continue to be paid.
B. Life Members: Any graduate, former student or friend of ACMGS may become a life member of the Association upon payment of such amount as is set forth in the bylaws or determined by the membership/Board of Directors of the Association to be the life membership dues. Life membership due will be a one- time payment equivalent to 10 years of regular annual membership dues $120 X 10 = $1,200.00. There is a special discount of $200 when paid in one lump sum, thus making it $1,000.00.
C. “Complimentary” Life Members: Two classes of complimentary life members shall exist: (i) any alumnus or alumna from 1930 through 1960 or (ii) any alumnus or alumna, who is age 70years or older as selected by the Board of Directors. No “complimentary” life member shall be required to pay dues.
D. Voting: All members described in subsections: (a), (b), and (c), in this Article (see above) with active status in the member’s record in the ACMGS Alumni Association of North America constituents system may vote
ARTICLE IV
Categories/Membership Types and Dues
Section 1 – Members. All graduates, former students, current students, teachers, and staff of ACMGS may become members of the ACMGS Alumni Association of North America (hereafter “ACMGS Alumni Association”) by paying the annual or life membership dues set by the membership/ Board of Directors..
Section 2 – Business Members. Any business/organization may become a member of the Association by paying the annual membership dues set by the Board of Directors.
Business Life membership dues will be $500 per annum or one- time payment of $5,000.00. This is equivalent to annual business membership due ($500) X 10 years = $5,000.00.
Section 3 – Honorary/Complimentary Members.
A. “Honorary” Life Members: Any person, other than an alumnus or alumna, who has rendered distinguished service to ACMGS may be selected by the membership/Board of Directors of the Association as an “honorary” life member of the corporation and shall not be required to pay dues.
B. “Complimentary” Life Members: Two classes of complimentary life members shall exist: (i) any alumnus or alumna from 1930 through 1960 or (ii) any alumnus or alumna, who is age 65 years or older as selected by the Board of Directors. No “complimentary” life member shall be required to pay dues.
Section 4 – Membership. A regular meeting attendee, active and due paying individual.
Section 5 – Business Membership. A business membership consists of one business unit/identity or same named business (one business with multiple local branches or local franchises of the same franchisee) operating within the borders of a single city. A business with multiple identities/ names, or a business with locations in multiple cities must pay separate annual dues per business identity/name or per city (business membership dues for a second identity/name or for a location in a second city may be offered at a reduced rate).
Section 6 – Annual Membership Dues. Annual membership dues shall be set by the membership. All individuals who pay annual dues or whose dues have been paid for them as a gift are considered annual members.
Section 7 – Annual Business Membership Dues. Annual business membership dues shall be set by the membership/Executive Officers/Board of Directors. All businesses who pay annual dues or whose dues have been paid for them as a gift are considered annual members. If a complimentary membership is given to a business, that business shall not be required to pay said annual dues for that year.
Section 8 – Life Membership Dues. Life membership dues shall be set by the Executive Officers/Board of Directors. All individuals who have paid life dues in full or whose dues have been paid for them as a gift are considered life members.
Section 9 – Evidence of Life/Annual Membership. Receipts for dues or active member status in the member’s record in the ACMGS Alumni Association shall be evidence of life or annual membership in the Association and entitle such person to all rights and privileges of a member during such time period. The termination of such membership in the Association shall terminate all rights and privileges of the member.
Section 10 – Non-transferability of Membership and the Non-refundable Due Payments. Membership is not transferable to any other individual or business/organization. All dues paid to the Alumni Association are non- refundable and not transferable to another person.
Section 11- Suspension/ Refusal of Membership/Leave of absence
A member who commits a criminal offense or who has a felony conviction may be suspended from the Association. The Association may also deny a prospective member’s application for the afore-mentioned reasons. The Association also has the right to deny any business membership application if it deems the business practices or policies contrary to the association’s mission or ethical codes of conduct.
A member who does not attend meetings or pay association dues for three consecutive meetings/months will be given a written warning of suspension. No calls, No shows by a member for four (4) consecutive meetings/months will be considered “voluntary suspension.” Any exceptions to this rule are to be considered under a request for leave of absence.
Leave of absence: A member who notify the Association (in advance) of long absences due to circumstances beyond their control (such as relocation, family or health reasons) will be given due consideration. A member requesting for leave of absence is allowed up to 6 months of absence (with either of the following two options: (a) pay dues or (b) not pay dues) while on leave. ***Note: Electing option A entitles the member to all membership benefits during the leave of absence. Option B does not. A member can request another one-time extension not exceeding another 6 months; with the same options above.
Section 12 -Non-Payment of Dues
Non-payment of dues by a member for four consecutive months shall be considered equivalent to a resignation. The individual’s name will be dropped from the membership rolls, unless extenuating circumstances are given or known.
Section 13- Reinstatement
In the event any member or business drops out or is suspended from the association and wishes to rejoin, they may be reinstated into the Association on the following conditions: suspension must be for a minimum duration of one month, the member will be required to pay all dues owed prior to and during suspension, plus an additional 50% of all dues owed. For example, if Ms. Bolt owed $40 prior to expulsion and was expelled for one month, she will pay $40+ 10 = $50 and an additional $25 (50% of all dues owed) for a grand total of $75. At the discretion of the Executives and a vote by members, full membership rights and privileges may be reinstated.
Payment of benefits: If member’s account is in deficit for any mandatory payments or dues, all outstanding amounts will be deducted from member’s account before the association pays the member’s benefits.
No cancellations or refund of dues shall be honored if a member resigns before the close of her membership year.
Section 14a – Individual Membership Benefits
The privileges of individual membership are:
A. voting rights
B. the participation in all functions of the association, etc.
c. Support of members during time of need:
-Fellowship and visitations with members during celebration of life events or bereavement.
-Members in good financial standing (all dues paid up) shall receive monetary donations for bereavement.
-Donations will be given for only these categories of relationships:
-$500 for bereavement of parents, children, or spouses.
$2000.00 for the death of a member; payed to anyone designated by the bereaved family.
***Note: Aforementioned donations are based solely on member contributions, not from the Association’s coffers.
Section 14b – Business Membership Benefits
The privileges of business membership are:
a. Recognition of business as partner in all ACMGS Alumni Association of North America’s activities and events
b. Patronage of business partners for all Association’s events
c. Advertising with business
Section 14c – Patrons:
Our patrons are solely volunteers. They are men and women of integrity from different walks of life who believe in the vision and mission of our organization. They are positive role models who support our cause. Among others, our patrons assist the organization with financial contributions, advisory (when and if necessary) and any other role(s) as deemed appropriate by the organization.
All members are expected to pay dues. The amount and collection procedure shall be regulated by the officers of the Association.
*Additional disclaimer: The ACMGS Alumni Association of North America reserves the right to deny any business/organization a business membership if it deems the business inappropriate for endorsement.
ARTICLE V
Meetings of the Association
Section l – The Association shall hold regular meetings once a month at a time and place designated by the Executive Board and members.
Annual Meeting/Fundraiser. This Association shall hold the biennial meetings of its members each year at a date, time, and place to be selected by the Executive Officers and members.
Section 2 – Special Meetings. Special meetings of the Association may be called on the initiative of the President/chair, and shall be called upon a resolution of the Board of Directors or the written request of at least 25% of the voting power of the members of the Association.
Section 3 – Notices. Notice of an annual or special meeting of the Association shall state the time and place thereof and will be electronically communicated to each member of the Association at the email address or cell phone contact which appears on the records of the ACMGS Alumni Association. Notice required to be given by law or pursuant to these bylaws may be waived by any member, before or after any meeting. The purpose of special meetings must be stated in the notice. Notice must be published or emailed not less than one week (7 days) before an annual meeting nor less than seven (7) days before a special meeting, and not more than sixty (60) days before any meeting.
Section 4 – Quorum. A simple majority of the memberships or a minimum of 9 members with 3 executive members present [at any particular meeting on any given/particular date] will constitute a quorum for all meetings. A quorum must be formed for any meeting and deliberations. For votes, there must be at least 3 executive members
The number of members of the Association present or represented by written proxy, shall constitute a quorum at any annual or special meeting of the Association. Unless two-thirds of the members are present, the only matters to be voted on by a majority of such quorum are those matters described in the meeting notice.
Section 5 – Voting. All members identified in Article III, #d with active status in the member’s record in the ACMGS Alumni Association may vote. Receipts for dues or active member status in the member’s record in the ACGMS Alumni Association shall be considered conclusive evidence of voting eligibility in any election on the announced cutoff date for receipt of ballots for election or entitle such member to vote at any member meeting. Members may vote by written proxy. To be eligible to vote or run for office, a member must have been in the organization for 6 consecutive months. The member must also be in good financial standing.
Section 6 – Signing Officials.
A. Checks drawn upon the funds of the Association shall require the signature of the Treasurer and the President or the Vice-President.
B. Withdrawal of any other society funds from repository shall require two (2) signatures: Treasurer and the President or Vice-President.
C. Any document committing the Association to, a plan of action requires three (3) signatures, a member of the Association (with temporary authorization of the Board of Directors), the Treasurer, and the President or Vice-President.
D. Signing Association members shall not be related by marriage or blood
ARTICLE VI
Board of Directors
Section 1 – Board of Directors. All of the authority of the Association shall be exercised by the Board except as otherwise provided by the law, the Articles of Incorporation, or these bylaws. The board shall consist of:
(1) ACMGS Alumni Association President, Vice President, Secretary, Treasurer (or their
designees).
(2) An ex-officio (the previous President or a designee)
(3) 3 elected board members
All Board members elected by the ACMGS Alumni Association, serves one (2-year) term and may be re-elected to a maximum of an additional 2-year term. Not to exceed 4 consecutive years.
Section 2 – Selection of Board of Directors.
A. Elected Directors.
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Nominations. The Governance Committee shall select a slate of nominees to serve on the Board of Directors. The total number of nominees on the ballot shall be equal to the number of vacancies.
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Ballot. A ballot containing a slate of nominees selected by the Governance Committee, with the appropriate space for write-in candidates shall be provided in the official publication of the Association or by mail to each member. Such ballot shall constitute a proxy to the chair to cast the vote or votes of the member submitting the ballot in the manner designated by the member on the ballot. Said ballot shall not be recognized as a vote or a proxy to vote unless received by the corporation at its principal office, properly marked and signed, by 5:00 p.m. of the day designated as the deadline.
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Tellers. The chair shall appoint a Teller’s Committee consisting of not less than two (2) members of the association. That committee shall verify the count of all votes for membership on the Board of Directors, whether such votes are submitted in person or by proxy. The Teller’s Committee shall report the results of the election as soon as possible after the close of voting for the Board of Directors.
Section 3 – Annual Meeting. The Board of Directors shall hold one of its meetings in conjunction with the annual meeting of the Association at such time and place as may be designated by the Executives.
Section 4 – Meetings of the Board of Directors. The Board of Directors shall hold at least three (3) regular meetings annually at a time and place to be designated by the chair. Special meetings may be called on the initiative of the chair, and shall be called by the chair upon receipt of a written request signed by at least five (5) of the directors. There shall be no less than three (3) days’ notice for meetings, and the notice may be given by e-mail, telephone, or personal delivery.
Section 5 – Voting Eligibility. All elected Board of Directors to include the chair-elect, the vice chair, and the immediate past chair, are eligible to vote. The chair of the Board of Directors votes only in the event of a tie vote.
Section 6 – Quorum. A majority plus one of eligible voting directors shall constitute a quorum for the transaction of business at any annual, regular, or special meeting of the Board of Directors, and a vote by majority of such quorum of eligible voters shall, unless otherwise provided by law, the Articles of Incorporation or the bylaws of the corporation, authorize action by the Board of Directors.
Section 7 – Vacancies. Vacancies on the Board of Directors shall be filled by alternates chosen by the Governance Committee and approved by the remaining members of the Board of Directors. Such person shall serve the uncompleted term of the vacating director. If less than 2 years, fulfilling this uncompleted term shall not be counted as a term in determining eligibility for nomination as an elected director.
Section 8 – Removal or Resignation of Directors. Any director, by notice in writing to the Board of Directors, may resign. Directors may be removed as follows:
a. An elected director may be removed without cause by the members only if the number of votes cast to remove such director is by a majority.
b. A director designated or appointed by the Board may be removed without cause by the Board by giving written notice of the removal to the director and the President of the Association.
c. A director may be removed upon majority vote of the directors then in office for missing four (4) or more periodic meetings in any two-year period or two (2) consecutive meetings in one year.
d. Upon request by the director who is designated to be removed, a hearing shall be held at said meeting prior to the voting by all directors.
Section 9 – Committees & Board Associates. The board may establish such other committees as it deems necessary. Any committee may consist, in part, of board associates, who are not directors, to assist the Board of Directors. The board associates shall be ACMGS Alumni Association members appointed by the board chair in consultation with the ACMGS Alumni President, and shall serve a two (2) year term and may serve no more than two (2) successive terms, a total of four years. Terms will be served based upon the calendar year, January through December annually. No committee shall have more board associates than directors. Board associates shall have the same voting privileges as directors within their respective committees. Board associates shall be subject to removal or resignation according to Article IV, Sections 11 and 12.
Section 10 – Majority Vote. Any action requiring approval of the Board of Directors shall be by simple majority vote except otherwise provided by law, the Articles of Incorporation, or these bylaws
ARTICLE VII
ACMGS Executive Committee/ Association Officers
The Executive Board shall consist of the duly elected officers.
EXECUTIVE COMMITTEE
Section 1- The Alumni Executive Committee shall manage the affairs of the association and shall consist of the following voting members:
A. President/ Chair
B. Vice President/ Vice-Chair
C. General Secretary
D. Asst. Secretary
E. Public Relations Officer
F. Asst. Public Relations Officer
G. Treasurer
H. Financial Secretary
I. Liaison
J. Provost
K. Ex-officio Member-at-Large which will be the immediate past President.
And such other officers as the executives shall from time to time designate. One person may be chosen to hold two offices.
The Executive Committee shall appoint standing committee
Section 2 – Election. The officers of the association shall be elected by a vote of the members present at a meeting where a quorum exists.
Section 3 – Terms of Office. Officers shall hold office for a term commencing upon election and continuing for a period of two (2) years and may serve no more than two (2) successive terms, a total of four consecutive years.
Section 4 – Vacancies. Vacancies among the officers shall be filled by a vote of the members present at a meeting at which a quorum of directors exists. Persons so elected shall serve the uncompleted term of the vacating officer.
Section 5 – Removal or Resignation of Officers: Any officer, by notice in writing to the President/ Executives/ or Board of Directors, may resign. Any officer may be removed from office for good cause upon the affirmative vote of a majority of the directors present at a meeting where a quorum of eligible voters exists. Any officer who commits a criminal offense or has a felony conviction may be removed from their position. Upon request by the officer subject to the removal action, a hearing shall be held at said meeting prior to the voting of the directors.
Section 6 - Duties of the President/Chair: The President/chair shall preside at all meetings of the members, shall have general charge of and control over the affairs of the organization, subject to the direction and control of the Board of Directors, and shall perform such other duties as prescribed by the Board of Directors, or these bylaws.
Section 7 – Duties of the Vice President/ Vice-Chair: The Vice-President/Vice-Chair shall perform and discharge the duties of the chair in the case of the absence, death, or disability of the chair; shall act as chair-elect of the organization; and shall perform such other duties as prescribed by the chair, the Board of Directors, or these bylaws. In case both the chair and vice-chair are absent, or unable to perform their duties, the Board of Directors may appoint a chair pro tempore.
Section 8 – Duties of the General Secretary: The Secretary shall keep the original minutes of all meetings of the Association, which shall be an accurate and official record of all deliberations and transactions. The Recording Secretary shall maintain a current membership list and all other records of the association as directed by the Executives.
The Asst. Secretary shall work alongside/deputize the Secretary in whatever capacity as deemed fit or as agreed upon by both parties.
Section 9 - Duties of The Finance Secretary: The Finance officer shall, in consultation with the Treasurer and under the direction of the President and Chair of the Board of Directors, and subject to such regulations as prescribed, have charge of the ordinary and endowment funds and finances of the organization; shall ensure appropriate level of directors and officers insurance; shall report to the members/ Board of Directors on a regular basis on the nature and extent of all investments of the organization; and shall perform such other duties as prescribed by the chair, the Board of Directors, or these bylaws.
Section 10 – Duties of the Treasurer: The Treasurer shall receive all association funds and keep them in a bank or repository selected or approved by the Executive Board. Accurate records must be kept of all monetary transactions. The Treasurer shall require a bill or signed voucher for all disbursements and will issue receipts for all incoming funds. The Treasurer must present a monthly financial report at each general meeting. All records will be audited annually within sixty (60) days of the annual meeting and kept a minimum of five (5) years.
The treasurer shall have oversight of the funds and finances of the association; shall work with the President, Vice President, and Board of Directors to ensure that all financial decisions made by the Executive/Board of Directors are not in conflict with any policies and shall be responsible for such other duties as prescribed by the bylaws.
Section 11 - Duties of the Public Relations Officer: The PRO shall be responsible for managing the flow of information between the organization and the public (other organizations, clubs and the community). She shall maintain internal communication with members including but not limited to - sending out meeting notices and other such gatherings; announcement of celebrations, bereavements, etc.
The Asst. PRO shall work alongside/deputize the PRO in whatever capacity as deemed fit or as agreed upon by both parties.
Section 12 - Duties of the Provost: The Provost shall perform functions of a Chip Whip. She shall direct order of speaking and help focus meetings to the agenda. She deserves the right to enforce a disciplinary fine of a minimum of $5.00 on any member who has been given 3 verbal warnings for misconduct during meetings or gatherings.
Section 13 - Duties of the Liaison Officer: The Liaison Officer shall be responsible for establishing and nurturing a working relationship between the alumni organization and other organizations by communicating and coordinating activities between the two.
Section 14 – Duties of the Immediate Past-Chair. The immediate past-chair shall consult with the other officers; shall serve on the committee that prepares the slate of officers; and shall be responsible for such other duties as prescribed by the current Chair, the Board of Directors, or these bylaws
ARTICLE VIII
No Private Inurement
No part of the net earnings of the Association shall inure to the benefit of or be distributable to any private individual, but the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. It is intended that this Association shall have and continue to have the status of an organization which is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 and which is other than a private foundation as defined in Section 509 of the Internal Revenue Code of 1986, and these Articles shall be construed accordingly and all powers and activities hereunder shall be limited accordingly
ARTICLE IX
Dissolution
Upon the dissolution of the association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the association, distribute all assets of the association exclusively for the purposes of charity to ACMGS to the extent that the school accepts such assets, provided, that, at the time of such distribution, ACMGS of North America is a qualified organization as hereinafter defined. To the extent that ACMGS does not accept such assets, the remaining assets shall be distributed exclusively for the purpose of the association in such manner or to such qualified organization or organizations as the Board of Directors shall determine. Any of the assets not so distributed shall be distributed by the District Court of the county in which the principal office of the association is then located, exclusively for nonprofit
ARTICLE X
Reimbursement
Section 1 - Reimbursement. Directors shall receive no compensation for their services, nor shall any director be reimbursed for any expenses incurred in attending regular or special meetings of the board. Reimbursement for other meetings and duties will be as covered in the Expense Reimbursement Policy.
ARTICLE XI
Amendments
These bylaws can only be amended by approval of the Board of Directors or two-thirds of the members of the votes cast and/or a majority of the members’ voting power, whichever is less.
ARTICLE XII
Miscellaneous Provisions
Section l – Fiscal Year. The fiscal year of the association shall be from the first day of January each year to the thirty first day of December of the same calendar year.
Section 3 – Parliamentary Procedure. Matters of procedure in parliamentary practice, not covered in the Articles of Incorporation or these bylaws, shall be governed by the latest edition of Robert’s Rules of Order.
Section 4 – Policies and Procedures. The association has policies and procedures that are set forth in minutes and other corporate records. These policies and procedures shall be maintained by the Secretary in a document entitled “Policies and Procedures of the ACMGS Alumni Association of North America.”
Section 5 – Closed Session. Any meeting or portion of a meeting, of the Board of Directors held in closed session shall be open to all Executives at the discretion of the Chair.
Duration
This Association shall have a perpetual duration unless sooner dissolved.
Mission, Vision & Guiding Principles
Founded on October 30, 2013, the ACMGS Alumni Association's mission is to facilitate the lifetime connection of alumni, students, and friends with ACMGS and each other. Our vision is to be the central organization serving and connecting all alumni and members of the ACMGS family.
ACMGS Alumni Association Guiding Principles:
Provide exemplary philanthropic service
We pride ourselves in offering high-quality service with integrity and honesty.
Be innovative
We aspire to keep our activities and services relevant to our constituents by employing creativity, innovation, and flexibility.
Nurture loyalty, pride, and tradition
We work to strengthen the powerful attributes of loyalty, pride, and tradition in our alumni, students, and friends that contribute to the excellence of ACMGS.
Communicate openly
We value open communication, among the Alumni Association members, students, faculty/staff, and friends.
Promote collaboration
We will seek out partnerships with other individuals and groups.
Build a positive team and family spirit
We value and respect each other as individuals, work together as a team, and respect each other’s work/life balance. We work hard, and we play hard to cultivate a positive environment.
Be passionate
We are passionate about ACMGS and our mission.