Bylaws of State University of New York at Fredonia Alumni Association, Inc.
Patti Feraldi, Director of Alumni Relations
February 8, 2006
Fredonia Alumni Association
February 8, 2006
ARTICLE I. OBJECTIVES
I. Section 1. The objectives of the State University College at Fredonia Alumni Association, Inc. (the “Association”) are to support and promote the interests of the State University College at Fredonia, NY (the “College”) and to establish mutually beneficial relations between the College and its alumni by receiving and maintaining a fund or funds of real and personal property or both, and subject to the restrictions and limitations hereafter set forth, to use and supply the whole or any part of the income derived therefrom and the principal thereof, except for charitable, religious, scientific, literary or educational purposes by contributing to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue code and its regulations as they now exist or may be amended.
ARTICLE II. MEMBERSHIP
II. Section 1. Members. The membership of the Association shall consist of all persons as hereinafter provided. Each shall remain a member until his or her membership terminates by death, resignation, expulsion or otherwise.
II. Section 2. Eligibility. Any graduate, dues paying undergraduate, former student and present or retired faculty member of the College shall be a member of the Association.
II. Section 3. Privileges of Members. Members of the Association have the right to vote at the annual meeting of members and at special meetings of members of the Association. Members shall receive all the publications of the Association and all notices to all general meetings held under the auspices of the Association.
II. Section 4. Suspension and Expulsion. Any member of the Association may be suspended or expelled from membership for cause by a majority vote of the board of directors of the Association, but no member shall be suspended or expelled without due notice and an opportunity to appear and be heard at the meeting at which such action is proposed to be taken.
II. Section 5. Withdrawal. Any member may withdraw from the Association at any time by notice in writing to the president or the secretary. The consent of the Association to a withdrawal shall not be necessary.
Article III. MEETINGS OF MEMBERS
III. Section 1. Annual Meeting. The annual meeting of the members of the Association, for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the Association or at such other place as the board of directors may determine, at seven o’clock p.m. on the second Wednesday in November in each year. If in any year that day is a legal holiday, the meeting shall be held at the same hour on the next day following that is not a Saturday, Sunday or legal holiday.
III. Section 2. Special Meetings. Special meetings of the members, except as otherwise provided by law, may be called to be held at the principal office of the Association or elsewhere at any time by the board of directors or the president, and shall be called by the president or the secretary at the request in writing of one-third or more of the directors then in office or at the request in writing of fifty (50) or more of the members entitled to vote at such meeting. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the objects stated in the call and matters germane thereto.
III. Section 3. Notice of Meetings and Members. Written notice of the place, date and hour of each meeting of the members shall be given, personally or by mail, to each member entitled to vote at such meeting with such notice conspicuously placed in the college publication mailed to all alumni, and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. If the notice is given personally or by first class mail, it shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting. If the notice is mailed by any other class of mail, it shall be given not less than thirty (30) nor more than sixty (60) days before such date. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the member at his or her address as it appears on the list of members, or, if he or she shall have filed with the secretary of the association a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. A member shall notify the secretary of the Association, c/o the Alumni Office, State University College, Fredonia, NY 14063 of a change of address. The mailing list maintained by the Alumni Office on behalf of the secretary of the Association shall be deemed official at the time of each mailing. An affidavit of the secretary or other person giving the notice or of a transfer agent of the Association that the notice required by this Section has been given shall be prima facie evidence of the facts therein stated. Notice of any meeting of members need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such member. The meeting shall be duly called and held if notice is given to, or is waived by, all absent members.
III. Section 4. Procedure. The order of business and all other matters ofprocedure at every meeting of members may be determined by the presiding officer.
III. Section 5. Quorum. At every meeting of members, except as otherwise provided by law or these by-laws, a quorum must be present, in person or by proxy, for the transaction of business and a quorum shall consist of not less than the members entitled to cast twenty-five (25) votes.
III. Section 6. Adjournments. Members entitled to vote who are present in person or by proxy at any meeting of members, whether or not they constitute a quorum, shall have power by a majority vote to adjourn the meeting from time to time. Subject to any notice required by law, at any adjourned meeting at which a quorum is present any business may be transacted which might have been transacted on the original date of the meeting.
III. Section 7. Voting - Proxies. Except as otherwise provided in the certificate of incorporation or by law, each member shall be entitled at every meeting of the members to one vote. Except as otherwise provided by law or these by-laws, all questions that shall come before a meeting shall be decided by a majority of the votes cast. A member may vote either in person or by written proxy signed by such member or his or her attorney-in-fact and delivered to the secretary of the meeting. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it or his personal representatives, unless it is entitled “irrevocable proxy’ in which event its revocability shall be determined by the law of the State of New York in effect at the time.
III. Section 8. Inspectors of Election. Two inspectors of election, neither of whom shall be a candidate for the office of director if directors are to be elected at such meeting, may be appointed by the board of directors in advance of any meeting of members or by the person presiding at such meeting, and shall be appointed by the person presiding if such appointment is requested by a member present at such meeting and entitled to vote thereat. Such inspectors shall serve at such meeting and any adjournments thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.
III.Section 9. List of members. A list of members entitled to vote, certified by the corporate officer responsible for its preparation or by the transfer agent, shall be produced at any meeting of members upon the request therefor of any member who has given written notice to the Association that such request will be made at least ten (10) days prior to such meeting. If the right to vote at any meeting is challenged, the inspectors of election or person presiding thereat, shall require such list of members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be members entitled to vote thereat may vote at such meeting.
ARTICLE IV. DIRECTORS
IV. Section 1. Number and Qualifications. The board of directors shall be composed of not less than ten (10) nor more than twenty (20) regular directors. In addition to the regular directors, the Alumni Director of the College and the Executive Director of the College Foundation shall each be an exofficio, non-voting director only by virtue of such office. A member of the board of directors who is unable to be present at three (3) consecutive meetings may be asked to resign. No decrease in the number of directors shall shorten the term of any incumbent director. Any vacancy created by an increase in the number of directors shall be filled as provided in Section 10 hereof. Directors must be at least eighteen years of age.
IV. Section 2. Election and tenure. The board of directors shall be divided into groups of at least five (5) directors. One group shall be elected at each annual meeting of the members for a three-year term by a plurality of the votes cast at the annual meeting of members or at any meeting held in lieu of such annual meeting (which meeting, for the purpose of these by-laws, shall be deemed the annual meeting). The nominating committee shall name one candidate for each position to be filled on the board of directors at the annual meeting. Other nominations may be made from the floor and nominations received by the nominating committee in writing, not less than thirty (30) days before the meeting, are also valid.
IV. Section 3. Term limits. A director may be nominated and elected to two (2) consecutive, full three-year terms. After the second term, that individual could be appointed as an associate director but would not be eligible for election as a director for one year after the completion of the second consecutive term. After one year, that former director could again be nominated and elected for two (2) consecutive three-year terms.
IV. Section 4. Alumni Director. The Alumni Director is responsible for the development and implementation of the alumni program for the College. The Alumni Director shall be responsible for the general day-to-day management of the affairs of the Association and shall exercise such authority to accept gifts, collect revenues and make routine expenditures as may be delegated to him or her by the board of directors or the executive committee.
IV. Section 5. The campus president or designee and the campus development officer will serve as ex-officio voting members.
IV. Section 6. No member of College Council will serve on the Alumni Board.
IV. Section 7. Associate Directors. Associate directors shall be appointed by the president of the Association at any time, subject to reappointment the next calendar year. Associate directors shall not vote at any meeting of the board of directors.
IV. Section 8. Resignation. Any director of the Association may resign at any time by giving his or her written resignation to any officer of the Association. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
IV. Section 9. Removal. Any or all of the directors may be removed, either with or without cause, at any meeting of members, notice of which shall have referred to the proposed action. Any director may be removed for cause by a vote of a majority of the entire board of directors.
IV. Section 10. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors, and vacancies occurring in the board, may be filled by vote of a majority of the directors then in office. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his or her predecessor. Newly created directorships resulting from an increase in the number of directors (see Section 1 of this article) shall be apportioned according to the procedure outlined in Section 2 of this article and the new directors may be elected to an initial term of less than three years.
IV. Section 11. Compensation . No director as such shall receive any compensation, either by way of salary, fees for attendance at meetings, or otherwise, or shall be reimbursed for his or her expenses, except pursuant to authorization of the board of directors. This section shall not preclude any director from serving the Association in any other capacity or from receiving compensation for such services and reimbursement for his or her related expenses.
IV. Section 12. First Meeting of Each New Board of Directors. The first meeting of a newly elected board of directors may be held without notice immediately after the annual meeting of members if a quorum of the board is present, and no notice of such meeting shall be necessary. In the event the first meeting of a newly elected board of directors is not held at such time, this meeting shall be held as provided in Section 13 hereof.
IV. Section 13. Meetings of Directors. The board of directors shall meet at least four (4) times per year. Meetings shall be held at such times and at such places as may be determined by action of the board of directors or in the absence of such action by any two directors or the president pursuant to such notice as is required by Section 14 hereof.
IV Section 14. Notice of Meetings of Board of Directors. Notice of the time and place of each meeting of the board of directors shall be given by the president, the secretary, or by the two members of the board calling the same to each member of the board not less than three (3) days before the meeting by mailing the notice, postage prepaid, addressed, to each member of the board at his or her residence or usual place of business, or not less than one (1) day before the meeting by delivering the notice to each member of the board personally, or by telephone. Notice of a meeting of the board of directors or a committee thereof need not be given to any director who submits a signed waiver of notice, whether before or after the meeting. The attendance of any director at a meeting of the board or a committee thereof without protesting prior thereto or at its commencement the lack of notice to him or her shall constitute a waiver of notice. The meeting shall be duly called and held if notice is given to, or is waived by, all absent directors.
IV. Section 15. Quorum. At all meetings of the board of directors, except as otherwise provided by law, the certificate of incorporation or these by-laws, a quorum shall be required for the transaction of business and shall consist of not less than forty percent (40%) of the entire board and the vote of a majority of the directors present shall decide any question that may come before the meeting. A majority of the directors present at any meeting, although less than a quorum, may adjourn the same from time to time, without notice other than announcement at the meeting.
IV. Section 16. Procedure. The order of business and all other matters of procedure at every meeting of directors may be determined by the presiding officer.
IV. Section 17. Annual Report. The board of directors shall keep a fair record of all of the transactions of the Association, a report of which, prepared in accordance with the provisions of the Not-For-Profit Corporation Law, shall be presented at each annual meeting of the members of the Association. The report shall be filed in the Association’s records and a copy of the report shall be entered in the minutes of the proceedings of the annual meeting of members.
IV. Section 18. Meetings by Conference Telephone. For an important meeting, arrangements could be made for any one or more members of the board of directors or any committee thereof to participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. This could require moving the meeting to a location equipped with the necessary technology and participation by such means shall constitute presence in person at a meeting.
ARTICLE V. COMMITTEES
V. Section 1. Designation. At the first regular meeting of the board ofdirectors after the annual meeting, upon the nomination of the president, the board by resolution adopted by a majority of the entire board may designate an executive committee, a nominations and awards committee and such other committees as the board may designate, each of which shall consist of not less than two directors and such other persons as the board may designate.
V. Section 2. Minutes. Each committee shall keep minutes of its meetings and they shall be available to the entire board.
V. Section 3. Executive Committee. The executive committee shall be composed of the President, Vice-President, Secretary, Treasurer and the Alumni Director of the Association. The committee shall be responsible for the management of the Association and implementation of policies established by the board of directors. The executive committee shall meet at the request of the president or any two members of the executive committee. During intervals between meetings of the board of directors, the executive committee is empowered to transact business for the Association and its actions are subject to review by the board of directors.
V. Section 4. Nominations and Awards Corrmittee. A nominations and awards committee shall be appointed by the president and chaired by the vice president each year. The nominations and awards committee shall present a slate of candidates for election to the board of directors at each annual meeting of members, a slate of candidates for election as officers at each annual meeting of directors and recommendations concerning the alumni awards given annually.
V. Section 5. Other Committees. The board of directors may provide for such other committees as it deems desirable, to perform such duties as may be assigned by the board and to serve at the pleasure of the board.
ARTICLE VI. OFFICERS
VI. Section 1. Officers. The officers of the Association shall be elected by and from the board of directors and may include: a president, a vice president, a secretary, a treasurer, and such additional officers as the board may deem desirable, such as additional vice presidents. Such additional officers shall exercise such powers and perform such duties as usually pertain to their respective offices or as are properly delegated or assigned to them from time to time by the board of directors.
VI. Section 2. Term of office. The officers of the Association, unless otherwise determined by the directors, shall hold office for a period of one year or until their successors are elected and have qualified. Any officer may be removed at any time with or without cause by the board of directors. Vacancies in any office shall be filled by the board of directors.
VI. Section 3. The President. The president shall be the chief administrative officer of the Association and shall have the general powers and duties of supervision and management of the Association. The president shall preside at meetings of members, of the board of directors, and of the executive committee and perform all such other duties as usually pertain to his or her office or are properly required by the board of directors. The president appoints all committees except as herein otherwise provided.
VI. Section 4. The Vice President. The vice president acts in the place of the president in his or her absence or disability and serves as the chairman of the nominations and awards committee.
VI. Section 5. The Secretary and Assistant Secretaries. The secretary shall issue notices of all meetings of members and directors where notices of such meetings are required by law or these by-laws. The secretary shall attend all meetings of the members, of the board of directors and the executive committee and keep the minutes thereof. The secretary shall affix the corporate seal to and sign such instruments as require the seal or his or her signature and shall perform such other duties as usually pertain to the office or as are properly required by the board of directors.
The assistant secretaries, if any, may, in the absence or disability of the secretary, or at his or her request, perform the duties and exercise the powers of the secretary, and shall perform such other duties as the board of directors shall prescribe.
VI. Section 6. The Treasurer and Assistant Treasurers. The treasurer shall have the care and custody of all moneys and securities of the Association. The treasurer shall keep full and accurate accounts of all the moneys received by him or her and paid by him or her on account of the Association. The treasurer shall make and sign such reports, statements and instruments as may be required by the board of directors or by the laws of the United States or of any state in which the Association operates, and shall perform such other duties as usually pertain to the office or as are properly required by the board of directors.
The assistant treasurers, if any, may, in the absence or disability of the treasurer, or at his or her request, perform the duties and exercise the powers of the treasurer and shall perform such other duties as the board of directors shall prescribe.
VI. Section 7. Officers Holding Two or More Offices. Any two or more of the above-mentioned offices, except those of president and secretary, may be held by the same person, but no officer shall execute or verify any instrument in more than one capacity if such instrument is required by law or otherwise to be executed or verified by two or more officers.
VI. Section 8. Temporary Transfer of Powers and Duties. In case of the absence or illness of any officer of the Association, or for any other reason that the board of directors may deem sufficient, the board of directors may delegate and assign, for the time being, the powers and duties of any officer to any other officer or to any director.
ARTICLE VII. INDEMNIFICATION
The Association shall indemnify each person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that such person or such person’ s testator or intestate is or was a director or officer of the Association, or, while a director or officer, serves or served, at the request of the corporation, any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred in connection with such action or proceeding, or any appeal therein, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such person established that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or other nonadjudicated disposition of any threatened or pending action or proceeding unless the Association has given its prior consent to such settlement or other disposition.
The Association shall advance or promptly reimburse upon request any director or other officer seeking indemnification hereunder for all expenses, including attorneys’ fees, reasonably incurred in defending any action or proceeding in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such person to repay such amount if such person is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such person is entitled.
This Article shall be given retroactive effect and the full benefits hereof shall be available in respect of any alleged or actual occurrences, acts, or failures to act prior to the date of the adoption of this Article. The right to indemnification or advancement of expenses under this Article shall be a contract right.
ARTICLE VIII. MISCELLANEOUS
VIII. Section 1. Form of Seal. The seal of the Association shall be in such form as the directors shall determine.
VIII. Section 2. Fiscal Year. The fiscal year of the Association shall be the calendar year unless otherwise provided by the board of directors.
VIII. Section 3. Amendment. These by-laws may be added to, amended or repealed either by two-thirds vote of a majority vote of the members or by the board of directors. The board of directors by vote of a majority of the entire board or the members may amend the by-laws to increase or decrease the number of directors. Any by-laws adopted by the board may be amended or repealed by the members. If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of the members for election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.
VIII. Section 4. In the event of the dissolution of the State University of New York at Fredonia Alumni Association, all remaining assets will be disposed to the campus or other campus approved entity (i.e. the Fredonia College Foundation or its successor organization).