Article I. Name and Purpose
Section 1. Name. The name of the organization shall be the Stuyvesant High School Alumni Association, Inc., hereinafter referred to as the “Association”.
Section 2. Purpose. The Association, organized under the Not-for-Profit Corporation Law of the State of New York (“NPCL”), shall have for its purposes:
(a) to maintain the relationship of alumni to Stuyvesant High School (the “School”) and to each other through written and other communications, and social, academic and other events,
(b) to render aid and cooperation to the School in order to facilitate academic and extracurricular programs and other student activities
(c) to award scholarships and other grants to deserving students of the School, and
(d) to raise funds, by dues, contributions, events and otherwise, in order to support those activities which result in the furtherance of items (a) through (c) above.
Section 3. General.
(a) The Association’s principal office shall be at the School, presently located at 345 Chambers Street, New York, New York 10282. A separate mailing address may be designated from time to time.
(b) The Association shall have as its fiscal year the period from July 1 to June 30.
(c) All moneys 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 NPCL, including but not limited to Section 514(b) thereof.
(d) 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 of Directors (“Board”) and its committees, as well as all other records of the Association.
Section 4. Nondiscrimination. The Association shall not discriminate (except pursuant to applicable law) against any employee, Member or applicant for employment, or membership because of: race; color; creed; sex; sexual orientation; age; physical or mental disability; national origin; alienage or citizenship status; gender (including gender identity and sexual harassment); marital status and partnership status; arrest or conviction record; status as a victim of domestic violence, stalking, and sex offenses; unemployment status; or any other status where discrimination is prohibited under city, state or federal nondiscrimination laws then in effect.
Article II. Membership
Section 1. Classes of Membership. There shall be the following classes of membership in the Association:
(a) Alumni Members. There shall be one class of voting membership consisting of individuals who attended the School and who pay dues. Alumni Members shall be eligible to vote in elections of the Association, serve on the Board, serve on committees of the Board, serve as Trustees of the Endowment Fund (“Trustees”) and hold office in the Association.
(b) Associate Members. Associate membership shall be conferred upon all persons whose admission will contribute to the Association’s ability to carry out its charitable purposes and who pay dues. Associate Members may include parents of current or former students and current or former administrators, teachers or donors to the School. Associate Members shall have no right to vote, to hold office in, or to serve on the Board of the Association. Associate Members may serve on committees (but may not chair a committee) and serve as Trustees, except as provided for in these Bylaws.
(c) Honorary Members. 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 and shall not have to pay dues. Honorary Members may serve on committees (but may not chair a committee) and serve as Trustees, except as provided for in these Bylaws.
(d) Basic Members. There shall be a class of members consisting of all former students of the School and who are not Alumni Members. Basic Members may serve on committees (but may not chair a committee). They may not serve as Trustees, except as provided for in these Bylaws.
Section 2. Dues. The dues schedule shall be determined, from time to time, by the Board.
Section 3. Revocation and Suspension. The rights and privileges of any Member of the Association, except Directors and Officers, 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 III. General Meeting
Section 1. Annual General Meeting. An Annual General Meeting of the Members of the Association shall be held during the first half of each calendar 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 the election of Directors to the Board and for voting on any other issues the Board may wish to present to the Members. Only Alumni Members shall be entitled to cast votes. When a quorum is present at an Annual General Meeting, the election of Directors to the Board shall be determined by a plurality of the votes cast by the Alumni Members, whereby each Alumni Member may vote for up to as many candidates equal to the number of Board seats up for election.
Section 2. Quorum. There shall be required a minimum of either fifteen (15) 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 3. Rules of Order. The presiding officer may, at his or her discretion, use Robert’s Rules of Order to conduct the meeting.
Article IV. Directors
Section 1. General. The Association shall be governed by a Board consisting of up to twenty Alumni Members, 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. More than one third of the members of the Board then in office shall constitute a quorum. The presiding officer may, at his or her discretion, use Robert’s Rules of Order to conduct the meeting.
Section 2. Term of Office. Commencing with the election of Directors at the Annual General Meeting to be held in 2018, the successor of each Director whose term expires at such meeting shall be elected for a term expiring at the Annual General Meeting to be held in 2019; for the election of Directors at the Annual General Meeting to be held in 2019, the successor of each Director whose term expires at such meeting shall be elected for a term expiring at the Annual General Meeting held in 2020; and for the election of Directors at the Annual General Meeting to be held in 2020 and for the election of Directors at each annual meeting thereafter, each Director shall be elected for a term expiring at the next succeeding Annual General Meeting. 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. In the event that there is a vacancy in the position of Director, the President may nominate a qualified Alumni Member of the Association as a Director 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 3. Nominating and Election Procedures.
(a) The Board shall, annually, prepare a slate of qualified candidates for Director and solicit proxies for the slate by electronic ballot prior to the Annual General Meeting. The Governance and Nominations Committee (described in Article VII, Section 3), shall recommend to the Board the composition of the slate for the ensuing election.
(b) Notwithstanding the foregoing, candidates for Director may also be nominated by Alumni Members present at the Annual General Meeting. Candidates nominated at the Annual General Meeting must:
- be Alumni Members at the time of nomination and for at least one year immediately prior thereto;
- be eligible to serve as Director in accordance with these Bylaws; and
- be a person of good moral character and is able (or have no deficiency that would prevent the candidate) to serve a fiduciary to a not-for-profit corporation that serves an educational institution.
Upon verification by the Membership Committee that such candidate complies with the provisions of this Section, any candidates so nominated at the Annual General Meeting shall be a candidate for Director in the ensuing general election at the Annual General Meeting.
Section 4. 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 5. Participation by Telecommunications Equipment. Any one or more members of the Board or any committee thereof may, where practical, participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear one another at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 6. Emeritus Director. In recognition of exceptional service to the Stuyvesant High School Alumni Association and Stuyvesant High School, the Board of Directors 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 7. Removal. Any Director of the Association may be removed or 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 a two-thirds majority of the Board then in office.
Article V. Officers
Section 1. General.
(a) The officers of the Association shall be: President, First Vice President, Second Vice President, Recording Secretary, and Treasurer.
(b) All officers must be members of the Board in good standing.
Section 2. Duties of Officers. The duties of the officers shall be those usually incident to their respective offices.
(a) President. The President shall preside at all meetings of the Board and the Annual General Meeting, and shall be a member ex-officio of all committees. The President shall, with the advice of the Board, appoint committee chairs and committee members, and hire, if advisable, an Executive Director. The President shall provide general direction for the affairs of the Association and shall have all powers necessary and incident thereto.
(b) Vice Presidents. The Vice Presidents shall act as assistants to the President, in their respective order, and shall perform the duties of the President in his or her absence, including presiding at meetings of the Board and the Annual General Meeting. They shall be assigned specific duties by the President.
(c) Recording Secretary. The Recording Secretary shall serve as Corporate Secretary of the Association and be responsible for the keeping of accurate and complete records of the Association, including the proceedings of the Board and the Annual General Meeting.
(d) Treasurer. The Treasurer shall be responsible for the financial operations of the Association including the custody of all moneys of the Association, choosing accounting services, and establishing adequate procedures and controls. The Treasurer shall be responsible for generating the budget, monitoring variances in the budget, keeping an accurate record of receipts and expenditures and issuing regular financial reports to the Board. The Treasurer shall make the financial records available for an annual audit of the Association.
Section 3. Term of Office. Officers shall be elected by the Board at its first meeting immediately after the Annual General Meeting. Candidates for officer positions must be members of the Board in good standing. All officers will take office immediately upon election and serve for a term of one year.
Section 4. Removal. Any officer of the Association may be removed or 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 a two-thirds majority of the Board then in office.
Section 5. Vacancies
(a) In the event that the Office of the President becomes vacant as a result of retirement, resignation, removal, death, or any other reason, the Office shall be succeeded for the unexpired portion of the term by the First Vice President, then Second Vice President, then Recording Secretary, and then Treasurer.
(b) In the event of a vacancy in any office other than the President, a successor to fill the unexpired portion of the term shall be elected by the Board.
Article VI. Endowment Fund and Its Governance
Section 1. Endowment Fund. The Board shall establish procedures for the establishment and administration of an endowment fund (the “Fund”).
Section 2. Trustees; Selection of Trustees.
(a) At inception, the Fund is to be managed by nine (9) Trustees initially appointed by majority vote by the Board from the following Classes of Membership: Alumni Members, Associate Members and Honorary Members.
(b) Thereafter, the Trustees shall nominate and elect Trustees from among Alumni Members, Associate Members and Honorary Members who have demonstrated clear leadership and commitment to the School and/or the Association, character and achievement.
(c) The Trustees can, with a two-thirds (2/3rds) vote of the then existing Trustees, choose to expand their body, but in all cases must result in an odd number of Trustees. By the same mechanism, the Trustees can choose to reduce their body, or remove any Trustee, but in all cases there must be a minimum of seven (7) Trustees.
(d) All nominations, including prospective Trustees and Trustees being reelected at the end of their terms, shall be subject to approval by majority vote of the Board.
(e) Any duly adopted resolution of the Board that limits the number of terms that can be served by a Director shall also apply to Trustees.
Section 3. Relationship to the Board and the Members. The Board hereby authorizes the Trustees to establish and maintain the Fund on behalf of the Association. The Trustees shall be a self- governing body to the fullest extent permitted by Section 717 of the NPCL. The Trustees shall be the fiduciaries over the Fund, with the mission to help grow and establish a permanent corpus for the Association and its mission.
Section 4. Classes of Trustees. The Trustees are to be divided into three (3) classes, Class A, Class B and Class C. Each class shall consist of three (3) members. Each Trustee shall serve a term of six (6) years, except that Class A shall serve an initial term of two (2) years and Class B shall serve an initial term of four (4) years.
Section 5. Restrictions on Trustee Membership. No Director or Officer shall be a Trustee, provided, however, the President or his or her designee shall be an ex-officio, non-voting member.
Section 6. Membership on Other Committees. At a minimum, one Trustee shall be an ex-officio (non-voting) member of the Allocations Committee, one Trustee shall be an ex-officio member of the Governance and Nominations Committee, one Trustee shall be an ex-officio member of the Audit Committee and one Trustee shall be an ex-officio member of the Finance Committee. Notwithstanding the foregoing, Trustees may serve on any other committee.
Section 7. Distributions of Funds.
(a) The Trustees shall make the following minimum distribution of the Fund to the Association no later than the fifteenth (15th) day following the end of the relevant period:
- 3% of the Fund during the one (1) year period ending June 30, 2016;
- 4% of the Fund during the one (1) year period ending June 30, 2017; and
- 5% of the Fund during each fiscal year thereafter.
These distributions shall be made to the extent there are available unrestricted funds.
(b) In addition, the Trustees can choose to fund, in their sole discretion, requests and proposals referred to it by the Allocations Committee.
(c) The Trustees shall also be responsible for administering all “donor directed” funds.
Section 8. Recovery of Surplus Unrestricted Funds. At the end of each fiscal year, the Association will contribute its unrestricted funds to the Fund, subject to the exception noted in Article VII, Section 8(d).
Section 9. Changes to Provisions Regarding the Fund. Except for limitations adopted under Article VI, Section 2(e), no change to this Article VI shall be effective without a two-thirds (2/3rds) vote of each of the Board and the Trustees.
Article VII. Standing Committees
Section 1. General.
(a) Standing committees shall be created and have the power to perform the functions specified below, any functions incident thereto, and any other functions that may be assigned to them by the Board from time to time. All committee activities shall be subject to review by the Board. Except as otherwise stated, standing committees shall report regularly to the Board.
(b) To the extent that the Association has paid staff members, the day-to-day operations of the Association shall be the responsibility of the staff members, subject to those limitations contained in these Bylaws, including those functions specifically retained by the Board or delegated to one or more of the committees.
(c) Each committee shall have no fewer than three (3) members.
Section 2. Executive Committee
(a) The Executive Committee shall consist of the officers of the Association. The committee shall be chaired by the President. The committee shall have all the authority of the Board, except as prohibited by law, to conduct the affairs of the Association between regular meetings of the Board in situations where an assembly of a quorum of the Board would be impractical or impossible.
(b) Actions of the committee shall require a majority plus one vote. The committee shall report to the Board on any actions taken at the next scheduled Board meeting.
Section 3. Governance and Nominations.
(a) The committee shall be responsible for nominating members of the Board, as provided for in Article IV, Section 3, Nominating and Election Procedures of these Bylaws. 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.
(b) The committee shall be responsible for periodically reviewing the Association’s governance, including these Bylaws, to ensure that they reflect current law and best practices.
Section 4. Reunions and Events. The Reunions and Events Committee is responsible for organizing and supporting alumni reunions and other fundraising events. A form of contract shall be created by the Committee and approved by the Board. The committee is also responsible for organizing other events that connect the School, the alumni and the students.
Section 5. Communications. The Communications Committee shall be responsible for regular Association communications including, but not limited to, the publication of the Association newsletter, presence in social media and maintenance of the SHSAA website.
Section 6. Audit. The Audit Committee shall be responsible for the Association’s auditing functions, including, but not limited to, reviewing financial reports. The committee shall be composed solely of Directors who are not officers of the Association. A Trustee shall be a member of this committee.
Section 7. Finance. The Finance Committee shall be responsible for investment strategy and reviewing financial performance. The Treasurer shall serve on this committee. A Trustee shall be a member of this committee.
Section 8. Allocations.
(a) The Allocations Committee shall review all requests for Association funds from the School, student groups, departments, teams, and other groups associated with the School. The committee shall have the power to approve or disapprove requests that are at or beneath the dollar limit that shall be set by the Board from time to time. The committee shall recommend to the Board approval or disapproval of requests that are above the dollar limit.
(b) The committee shall be responsible for ensuring that a monthly activity report is provided to the Board. The committee shall ensure that all allocations are made and spent consistent with the stated purposes of the Association.
(c) Regardless of the amount of funds requested under paragraph (a), above, the committee shall refer to the Fund those proposals that are acceptable to it but are of a longer- term, institutional or capital nature. The Trustees are solely responsible for approving or denying funding requests referred to the Fund.
(d) The committee, working with the Treasurer, shall ensure that all monies designated for the Fund, either by the donor or by the Board, are made available to the Fund, less an amount up to ten percent (10%) (“Administrative Fee”), which shall be retained by the Association for costs and expenses associated with the Fund. In addition, for cash flow purposes, at the end of each fiscal year of the Association, the Association may retain (i.e., not transfer to the Fund) an amount up to ten percent (10%) of the previous fiscal year’s operating budget.
(e) The committee shall, from time to time, establish procedures for applying for, and criteria for granting, scholarships, grants, and other financial assistance.
(f) The committee shall review all individual student applications for assistance and determine, in its judgment, which applicants are entitled to assistance and the amount of such assistance.
Section 9. Diversity. The Association will have a Diversity Committee.
Section 10. Membership. The Membership Committee shall maintain accurate records pertaining to the Members of the Association including, but not limited to, dues payments and current contact information. The committee shall be responsible for the safeguarding of such information in accordance with applicable laws and Association policies. In addition, the committee shall be responsible for recruiting new Alumni Members and for passing upon or recommending for membership those candidates who meet the qualifications. The committee shall annually review such qualifications and the dues schedule.
Section 11. Special. The Board may, from time to time, create such special committees as may be deemed desirable. The members of any such committee shall be appointed by the President with the advice of the Board. Special committees shall have only such powers as are specifically delegated to them by the Board, and as are permitted by law. Special committees shall serve at the pleasure of the Board.
Article VIII. Staff
Section 1. Staff. The Association may have one or more paid staff members. The Board may designate one staff member to act as Executive Director.
Section 2. Selection of Staff. The Executive Director, if any, shall be responsible for hiring all staff in consultation with the Board and the Trustees.
Section 3. Trustee Input. The approval of a majority of the Trustees must be obtained for the hiring of any staff whose role, substantially, will be to support activities of the Fund.
Article IX. Scholarship Obligations
Section 1. Board Obligations. The Association and its Directors shall have no obligation to applicants to award, or to recipients to continue, any scholarship, award, or grant, and it or they may grant or deny the same in their honest judgment, and no liability on them shall be imposed thereby.
Section 2. Recipient Obligations. No obligation for repayment of any such funds awarded shall be imposed on the recipients unless otherwise specified upon the award of the funds.
Article X. Indemnification
Section 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 XI. Chapters
Section 1. Affiliated Chapters. The Board may, from time to time authorize, charter, license, and dissolve chapters of the Association throughout the United States and other countries.
Article XII. Amendments
Section 1. Amendments to the Bylaws. These Bylaws may be amended by 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 a two-thirds majority of the Board then in office, or by a simple majority vote of the entire voting classes of membership of the Association, by way of a referendum.
Article XIII. Dissolution of the Association
Section 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 NPCL.
Article XIV. DIRECTOR AND TRUSTEE HANDBOOK
Section 1. Director and Trustee Handbook . The Board from time to time shall promulgate a Director and Trustee Handbook (“Handbook”), which includes a CONFLICT OF INTEREST POLICY, a SOCIAL MEDIA POLICY, and a WHISTLEBLOWER POLICY. The current Handbook is attached in Exhibit A.
Article XV. Effective Date
These Bylaws shall be effective on March 13, 2018.