FLORIDA A&M UNIVERSITY NATIONAL ALUMNI ASSOCIATION
NEW YORK CHAPTER
Article I â Offices:
The principle office of the Corporation shall be in the city of New York, county of New York, and state of New York at 156-20 Riverside Drive West.
The Corporation may also have offices at such other places within or without this state as the Board may from time to time, determine or the business of the Corporation may require.
Article II â Purposes:
The purposes of the Corporation shall be to bring about a union of scholarship, character and good citizenship in order to:
Stimulate the attainment of high ideals and to encourage wholesome school spirit.
Disseminate and inculcate these ideals among the graduates and former students of the University.
Cooperate with the University in raising money for scholarship and other activities pertinent to the affairs of the National Alumni Association.
Occupy a progressive and constructive place in the educational program of Florida A&M University and the world society.
Article III â Requirements for Membership:
Section - 1
Recipients of all degrees heretofore or hereafter granted by Florida A&M University, and any student who has been registered for at least one (1) academic term in any division of the University, and who has left the University, may become a âRegular Memberâ of this Corporation and are entitled to be so regarded.
Section â 2
Any person desiring to support the purposes of this Corporation but who does not meet the requirements of a regular Member may become an âAssociate Memberâ. An Associate Member must show a sincere interest in working for the betterment of Florida A&M University and should be sponsored by a âRegular Memberâ in good standing.
The Annual Membership Meeting of the Corporation shall be held on the THIRD Sunday of JUNE each year, except that is such day be a holiday, then in that event, the Directors shall fix a day not more than two (2) weeks from the date fixed by these Bylaws. The Secretary shall cause to be mailed to every Member in good standing, at his/her address as it appears on the Membership Roll Book of the Corporation, a notice stating the time and place of the annual meeting.
Regular meetings of the Corporation shall be held the THIRD Sunday of each month or as changed by the Board, with the exception of the months of July and August at the office of the Corporation or a designated place determined by the Board.
The presence at an Annual Membership meeting of not less than TEN Members shall constitute a quorum and however, a lesser number may adjourn the meeting for a period of not more than TWO (2) weeks from the date scheduled by the Bylaws, and the Secretary shall cause a notice of the re-scheduled date of the meeting to be sent to those Members who are not present at the meeting originally called. A quorum as hereinbefore set shall be required at any adjourned meeting.
A Membership Roll showing the list of Members as of the record date, certified by the Secretary of the Corporation, shall be produced at any meeting of Members upon the request therefore of an Member who has given written notice to the Corporation that such request will be made at least TEN (10) days prior to such meeting. All persons appearing on such Membership Roll shall be entitled to vote at the meeting.
Special meetings of the Corporation may be called by the Directors. The Secretary shall cause a notice of such meeting to be mailed to all Members at their addresses as they appear in the Membership Roll Book at least TEN (10) days but not more than fifty (50) days before the scheduled date of such meeting. Such notice shall state the date, time, place, and purpose of the meeting and by who called.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
Fixed Record Date
For the purpose of determining the Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than FIFTY (50) nor less than TEN (10) days before any such meeting nor more than FIFTY (50) days prior to any other action.
Action by Members with a Meeting
Whenever Members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the Members entitled to vote thereon.
Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person or person to act for him by proxy.
Every proxy must be signed by the Member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.
Order of Business
Call to Order
Reading of minutes of previous meeting
Report of Officers
Report of Committees
Good and Welfare
Article IV â Directors
Management of the Corporation:
The Corporation shall be managed by the Board of Directors, which shall consist of not less than three (3) Directors. Each Director shall be at least nineteen (19) years of age.
Election and Term of Directors:
Every TWO (2) years, at the Annual Meeting of Members, the Membership shall elect Directors to hold office. Each Director shall hold office until the expiration of the term for which he was elected, and until his successor has been elected and shall have qualified, or until his prior resignation or removal.
Increase or Decrease in Number of Directors:
The number of Directors may be increased or decreased by vote of the Members, or by vote of a majority of all the Directors. No decrease in number of Directors shall shorten the term of an incumbent Director.
Newly Created Directorships and Vacancies:
Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except the removal of Directors without cause, may be filled by a vote of a majority of the Directors then in office, although less than a quorum exits, unless otherwise provided in the Certificate of Incorporation.
Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of the Members. A Director elected to fill a vacancy caused by a resignation; death or removal shall be elected to hold office for the unexpired term of his predecessor.
Removal of Directors:
Any or all of the Directors may be removed for cause by vote of the Members or by action of the Board. Directors may be removed without cause only by vote of the Members.
A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Quorum of Directors:
A majority of the entire Board shall constitute a quorum for the transaction of business, or of any specified item of business.
Action of the Board:
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote.
Place and Time of the Board Meetings:
The Board may hold its meetings at the office of the Corporation or at such other places, either within or without the state, as it may from time to time determine. At 3pm, on the THIRD Sunday of each month, except July and August or as designated by the Board.
Regular Annual Meeting:
A regular Annual Meeting of the Board shall be held immediately following the Annual Meeting of Members, at the place of such Annual Meeting of Members for the purpose of election of officers of the Corporation.
Notice of Meetings of the Board, Adjournment:
Regular meetings of the Board may be held without notice at such time and place, as it shall from time to time determine. Special Meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three (3) days notice to each Director, either personally or by mail or by wire; Special Meetings shall be called by the President or by the Secretary in a like manner on written request of two (2) Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all Directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors.
At all meetings of the Board, the President, or in his absence the First Vice-President shall preside.
Executive and other Committees:
The Board, by resolution adopted by a majority of the entire Board, may designate from among its Members an Executive Committee and other committees, each consisting of here (3) or more Directors.
Section â 3
Standing Committees. The Board shall have the authority to appoint the following committees for a term of two (2) years:
Membership Committee, Program Committee, Fund Raising Committee, Social Action Committee, Budget Committee, Constitution Committee, Century Club and Insurance Committee, Scholarship Committee, and Good and Welfare Committee. In addition to the above named committees, the Board shall have the authority to appoint such other committees as may be deemed necessary to the proper function of the Corporation.
Article V â Officers
Offices, Election and Term:
The Board may select or appoint the following officers to serve for a period of two (2) years:
President, First Vice-President, Second Vice-President, Treasurer, Recording Secretary, Corresponding Secretary, Financial Secretary, Chaplin, Publicity Director, Sergeant of Arms and Parliamentarian.
Removal or Resignation:
Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
The President, shall be the Chief Executive Officer of the Corporation; he/she shall preside at ALL meetings of the Members and of the Board; he/she shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.
Section -2/Vice Presidents
In case of the absence or temporary disability of the President, the First Vice President shall perform the duties of the President.
The First Vice-President shall be ex-officio Member of the following committees: Membership, Program, Budget, Social-Century Club and Insurance. In case of the absence or temporary disability of both the President and First Vice President, the Second Vice-President shall perform the duties of the President. The Second Vice-President shall be ex-officio Member of the following committees: Fund Raising, Social Action, Scholarship, Good and Welfare and Constitution
The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust company as the Directors may elect; he/she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation, when countersigned by the President; he/she shall also sign all checks, drafts, notes and orders the payment of Money, which shall be countersigned by the President; he/she shall at all reasonable times exhibit his/her books and accounts to any Director or Member of the Corporation during ordinary business hours.
At the end of each corporate year, he/she shall give an audit of the accounts of the Corporation made by a committee appointed by the President, and shall present such audit in writing at the Annual Meeting of the Members, at which time he/she shall also present an Annual Report setting forth in full the financial conditions of the Corporation. A fiscal year of the Corporation shall be the calendar year: January 1-December 31.
The Secretary shall keep the minutes of the Board of Directors, and also the minutes of the Members. He/She shall have the custody of the Seal of the Corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors. He/She shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the Board of Directors may direct; he/she shall attend to such correspondence as may be assigned to him/her, and perform all the duties incidental to his/her office.
S/He shall keep a Membership Roll containing the names, alphabetically arranged, of all persons who are Members of the Corporation, showing their place of residence, and the time when each became Members.
Section â 4/Financial Secretary:
The Financial Secretary shall receive and keep records of all monies for the Chapter; upon receipt of authorized bills shall make all vouchers for the disbursement of monies for the Chapter; shall keep a record of Membership dues paid and an itemized listing of all other contributions made or received from individuals, and shall perform such other duties as may be prescribed.
Section â 5/Corresponding Secretary:
The Corresponding Secretary shall maintain a roster of all Members (both Active and inactive), send notices of monthly meetings, conduct the correspondence of this Chapter under the direction of the Chapter President, and perform such other duties as may be prescribed.
Section â 6/Chaplin
The Chaplin shall be required to open all meetings of the Chapter with an appropriate prayer; shall give spiritual comfort when called upon to do so; and may install all NEW officers of the Chapter, as well as perform such other duties as the Chapter may prescribe.
Section â 7/Publicity Director
The Publicity Director shall have charge of all relations with the press, television, radio and other media, and shall perform such other duties as the Chapter may prescribe.
Section â 8/Parliamentarian
The Parliamentarian shall see that Parliamentary Procedures are followed in all meetings of the Executive and the Chapter. Robertâs Rules of Order shall govern in all cases. The Parliamentarian shall perform such other duties as the Chapter may prescribe.
Section â 9/Sergeant â at â Arms
It shall be the duty of the Sergeant-at-Arms to keep order at all meetings; to enforce rulings of the Chair at all meetings, and to assist the Financial Secretary in determining the eligibility of Members for purposes of voting.
Sureties and Bonds:
In case the Board shall so require, any Officer or Agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.
Article VII â Seal
The Seal of the Corporation shall be as follows:
Article VII â Construction:
If there be any conflict between the provisions of the certificate of incorporation and these Bylaws, the provisions of the certificate of incorporation shall govern.
Article VIII â Amendments:
The Bylaws may be adopted, amended or repealed by the Members at the time they are entitled to vote in the election of Directors. Bylaws may also be adopted, amended or repealed by Board of Directors but any Bylaw adopted, amended or repealed by he Board may be amended by the Members entitled to vote thereon as hereinbefore provided.
If any Bylaw regulating an impending election of direction is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of Members for the election of Directors the Bylaws so adopted, amended or replaced, together with a concise statement of the changes made.