Millennium High School Alumni Association, Inc. Bylaws
ARTICLE I. NAME
The name of the organization shall be the Millennium High School Alumni Association, Inc. (the “Association”). The Association is a corporation as defined under in section 102(a)(5) of the Not-for-Profit Corporation Law of the State of New York (“N-PCL”).
ARTICLE II. PURPOSE AND ORGANIZATIONAL STRUCTURE
Section 2.1 Purpose. The Association is organized, and at all times thereafter operated exclusively, for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. Specifically, in furtherance of these purposes, the Association shall strive to enhance and enrich the community of Millennium High School (the “School”) by:
- fostering a lifelong relationship between the community of the School, which includes prospective and current students, staff members, and alumni of the School;
- providing a professional networking platform for the alumni of the School;
- promoting and facilitating alumni sponsorship of academic and extracurricular programs;
- performing all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, as determined by the Association, as set forth in the articles of incorporation and these Bylaws, including the exercise of all other power and authority enjoyed by corporations generally by virtue of the provisions of the New York Nonprofit Corporation Act, within and subject to the limitations of section 501(c)(3) of the Internal Revenue Code.
Section 2.2. General Organizational Structure. The Association is composed of a board of directors (the “Board”), officers, and general and other membership classes based on a person’s affiliation with the School.
ARTICLE III. MEMBERSHIP
Section 3.1. Classes of Membership. The Association consists of several classes of membership that is based on whether the person affiliation with and/or contribution made to the School. Certain membership classes are afforded voting rights and privileges. These classes of memberships, and the voting rights, if any, afforded to such class of membership are as follows:
- Alumni Members. Alumni Members are individuals who graduated from the School. An Alumni Member has the right to vote on certain matters, provided that such person registered with the Association as a voting member. Each Alumni Member’s vote constitutes one vote. As voting members, Alumni Members shall be eligible to vote in elections of the Association, which includes elections for officers and board of directors (the “Board”). Further, Alumni Members are eligible to serve on the Board, on a committee of the Board, and as an officer the Association.
- Associate Members. Upon simple majority vote by the Alumni Members, the officers of the Association, or the Board, individuals who do not otherwise meet the other membership classes can be an Associate Member. The basis for determining whether an individual should be an Associate Member shall be based on whether such person is and will be committed to contribute to the Association’s ability to carry out its charitable purposes. Associate Members may include, but are not limited to, parents of current or former students of the School, current or former administrators, and teachers and donors to the School. Associate Members shall not have any voting rights, and shall not be eligible to serve as an officer of the Association or the Board. Associate Members may, however, serve on a committee, but not in a chair position and except as provided for in these Bylaws.
- Honorary Members. Upon simple majority vote by the Alumni Members, the officers of the Association, or the Board, individuals who do not otherwise meet the other membership classes can be an Honorary Member. 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 the Association. Honorary Members may serve on committees (but may not chair a committee).
- General Members. General membership shall consist of any prospective, current or former student of the School who do not otherwise meet the above membership class. General Members shall not have any voting rights, and shall not be eligible to serve as an officer of the Association or the Board. General members may, however, serve on a committee, but not in a chair position and except as provided for in these Bylaws.
Section 3.2. Revocation and Suspension. The rights and privileges of any membership class, as outlined under section 3.1, 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 IV. GENERAL MEETING
Section 4.1. Annual General Meeting. An Annual General Meeting of the Members of the Association shall be held during the last quarter of each fiscal 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 voting on any issues the Board may wish to present to the Members, including, but not limited to, voting on the addition of new Officers of the Association. Only Alumni Members shall be entitled to cast votes.
Section 4.2. Quorum. There shall be required a minimum of either five (5) Alumni 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 4.3. Rules of Order. The presiding officer may, at his or her discretion, use Robert’s Rules of Order to conduct the meeting.
ARTICLE V. OFFICERS
Section 5.1. General.
- The officers of the Association shall be: President, First Vice President, Second Vice President, Secretary, and Treasurer.
- All officers must be members of the Board in good standing and be the age of majority in New York State.
Section 5.2. Duties of Officers. The duties of the officers shall be those usually incident to their respective offices, in addition to the express duties expressly outlined below.
- Duties of the President: The President shall be the chief executive officer of the Millennium High School Alumni Association and shall supervise and control the affairs of the Association and the activities of the officers. The President shall preside at all meetings, produce the agenda for said meetings, and shall execute checks, contracts, bonds, or other monetary transactions in the name of the corporation, unless otherwise expressly provided by law. The President shall be responsible for communicating frequently with officers, members of the Association, and the School’s leadership and staff. The President will serve as an ex-officio member of all committees. The President shall provide general direction for the affairs of the Association, be authorized to speak on its behalf, and may delegate the authority to speak on behalf of the Association.
- Duties of the Vice Presidents: The Vice Presidents shall assist with the Association’s initiatives so as to achieve goals of the Association. The Vice Presidents may be responsible for other duties or special assignments at the request of the President. The Vice Presidents shall serve as a liaison between the School’s Parent Association and Alumni Association and report to the President any updates regarding the meetings held or matters discussed for the aforementioned. The Vice Presidents shall supervise the performance of the Committee Chairs and inform the President on the progression of each committee.
- Duties of the Treasurer: The Treasurer shall have charge and custody of, and be responsible for, the finances of the Association, which includes all assuring accurate recordkeeping of the Association’s finances, payment of expenses, deposits of all funds provided to or received by the Association in an account or accounts selected by the Board. The Treasurer shall receive, and give receipt for, monies due and payable to the Association from any source whatsoever. The Treasurer shall keep and maintain adequate and correct accounts of the Association’s financial books and records, including all fiscally-related business transactions and properties. The Treasurer shall be prepared to present and provide copies of financial reports at all association meetings, or upon request by the Board or membership, and for audit. The Treasurer shall serve as a member on any financial-related committees. The Treasurer shall supervise tax reporting responsibilities and shall aid the Association in maintaining tax exemption status. The Treasurer shall adhere to and implement all financial procedures established by the Association.
- Duties of the Secretary: The Secretary shall oversee the proper recording of the proceeding of all Association meetings held with the memberships, as well as the meetings held by and for the officers of the Association. Further, the Secretary is responsible to maintain the minutes of such meetings in a centralized location and provide a copy of the minutes, either physical or electronic, to a member, officer, or member of the Board, upon request. The Secretary shall be responsible for maintaining an up-to-date copy the Bylaws of the association and for bringing a copy to every meeting. The Secretary shall maintain an up-to-date record of all members of the Association, including their contact information and current career and educational pursuits. The Secretary shall send out all official announcements to Association’s members, the Board, the School’s staff members, and the School Parents’ Association, as appropriate, including the schedule for upcoming meetings and events. The Secretary shall maintain the Association’s social media accounts. The Secretary shall act as a a member in any communications-related standing committee. The Secretary shall be a notary public or take the necessary steps and become a notary public in the state of New York, once such person is elected to serve in such position.
Section 5.3. Compensation. Officers shall not be compensated.
Section 5.4. Term of Office. Officers shall be elected by the voting membership of the association at the Annual General Meeting. All officers will take office immediately upon election and serve for a term of two (2) years. Officers shall be allowed to hold two (2) terms maximum unless their position remains uncontested.
Section 5.5. Removal. Any officer of the Association may be removed 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 at least 55% of the Board then in office.
Section 5.6. Suspension. Any officer of the Association may be 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 at least 55% of the Board then in office. Suspension entails revocation of all rights and duties to the Association for the duration of no less than thirty (30) days or pending adjudication of any legal proceeding.
Section 5.7. Attendance. All officers of the Association shall be required to attend 75% of the Association’s official meetings held in a fiscal year.
- Excused absences shall be issued by a majority vote at the discretion of the officers of the Association.
- The Secretary shall be responsible for keeping attendance records.
- Failure to meet attendance requirement shall result in immediate removal from the Board of the Association.
Section 5.8. Succession. In the event of an unplanned absence or leave of the President, the Vice President shall succeed the President for the unexpired portion of the term and perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the President. In the event of a vacancy for any position other than the President, a successor to fill the unexpired portion of the term shall be elected by the Board.
ARTICLE VI. BOARD OF DIRECTORS
Section 6.1. General. The Association shall be governed by a Board consisting of at least four (4) Alumni Members and a School Staff Liaison, 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. The Board shall meet after due notice not less than once every three (3) months. The presiding officer may, at his or her discretion, use Robert’s Rules of Order to conduct the meeting.
Section 6.2. Quorum. At least 55% of the members of the Board then in office shall constitute a quorum. If quorum is not achieved, the meeting shall be cancelled or postponed at the Board’s discretion.
Section 6.3. Term of Office. Board members shall be elected for a term of three (3) years by the voting membership of the Association. 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 following the Annual General Meeting.
Section 6.4. Nominating and Election Procedures.
- The Board shall, annually, prepare a slate of qualified candidates for Director and present it to the membership for approval by general election. The Governance and Nominations Committee shall recommend the Board nominees for candidacy in the ensuing election. The general election shall be conducted by electronic ballot and be completed prior to the Annual General Meeting. The Governance and Nominations Committee shall consist of three (3) or more Board members. The members of the Governance and Nominations Committee shall be selected by majority vote of the Board which vote shall be taken at the first regular meeting of the Board after the Annual General Meeting.
- Notwithstanding the foregoing, candidates for Director may be nominated by petition. Candidates nominated by petition must:
- be Alumni Members at the time of nomination and for at least one year immediately prior thereto;
- have served on a committee of the Association for at least one year within the preceding three years; and
- be eligible to serve as Director in accordance with these Bylaws.
Section 6.5. 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 6.6. Emeritus Director. In recognition of exceptional service to the Association and the School, the Board may designate persons as Emeritus Directors. The Nominations committee will recommend Emeritus Director candidates to the full board. A unanimous vote of attending members of the Board at a regularly scheduled meeting is required to grant this status. At Board meetings, such persons shall serve in an honorary capacity without voting privileges, and shall not be considered for purposes of establishing a quorum.
Section 6.7. School Staff Liaison. The School Staff Liaison shall be a board appointed staff member currently employed at the School who will attend meetings at the request of the Board to comment and contribute.
Section 6.8. Removal. Any member of the Board may be removed 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 at least 55% of the Board then in office.
Section 6.9. Suspension. Any member of the Board may be 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 at least 55% of the Board then in office. Suspension entails revocation of all rights and duties to the Association for the duration of no less than thirty (30) days or pending adjudication of any legal proceeding.
Section 6.10. Succession In the event of unplanned absence or leave from the Board of Directors, the President may nominate a qualified Alumni Member of the Association to the vacant position who shall take office upon confirmation by a majority vote of the Board for a term to extend until the next Annual General Meeting.
Section 6.11. Standing Committees. From time to time, the Board may establish standing committees by a majority vote. The purposes and functions of each standing committee shall be proposed by Board at the creation of the standing committee. The chairperson of each standing committee shall be selected by majority vote of the Board. Each committee will have the authority to fulfill the purpose of the committee.
ARTICLE VII. INDEMNIFICATION
Section 7.1. 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, Trustee, 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 VIII. CONFLICTS OF INTERESTS
Section 8.1. Interested Directors and Officers. The Association may not enter into a contract or other transaction between the Association and one or more of its directors or officers, or between the Association and another corporation, firm, association, or other entity in which one or more of its directors or officers are directors or officers, or have a substantial financial interest, unless authorized by a vote of the disinterested directors after the directors’ full disclosure in good faith of material facts related to the interested director and the transaction.
ARTICLE IX. GENERAL PROVISIONS
Section 9.1. Fiscal Year. The fiscal year of the Association shall be from July 1 to June 30.
Section 9.2. Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any given any effect in limiting or otherwise construing any provision herein.
Section 9.3. Enforceability. In the event that any provision of these Bylaws is or becomes illegal, invalid, or unenforceable in any respect with the law or any provision of the certification of incorporation of the Association, the remaining provisions of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.
Section 9.4. Principal Office. The principal office of the Association shall be the location of the School, which is presently located at 75 Broad St, 13th Floor New York, NY 10004. A separate mailing address may be designated from time to time.
Section 9.5. Recordkeeping. 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 Board and its committees, as well as all other records of the Association.
Section 9.6. Handling of Funds. All monies of the Association shall be deposited at or invested with financial institutions accredited by and located in the United States and in accordance with the N-PCL, including but not limited to Section 514(b) thereof.
ARTICLE X. AMENDMENTS
Section 10.1. Amendments to the Bylaws. Amendments to the Bylaws of the Association may be proposed in writing by any Alumni Member. The Board of Directors will present the proposal, along with its recommendations, to the general membership, either at the annual membership meeting or at a special meeting. The membership will be notified of the proposed changes in advance of the meeting. These Bylaws may be amended by at least 55% of the Alumni Members present at the meeting.
ARTICLE XI. DISSOLUTION OF THE ASSOCIATION
Section 11.1. Dissolution of Association. In the event of the dissolution or liquidation of the Association, the Board 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, and as further required by the N-PCL.