Association By-Laws

Updated January 2019

 

ARTICLE I. NAME OF ORGANIZATION

The name of the corporation is JOHN F. KENNEDY HIGH SCHOOL ALUMNI.

 

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Specific Purpose

The corporation is organized, specifically, to maintain comradery (a bond) among those individuals who attended John F. Kennedy High School, located in Suffolk, VA.  Additionally, the organization will provide, promote and engage in service opportunities in and around Suffolk, VA.

 

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

Membership shall be open to any person who attended John F. Kennedy High School, Suffolk, VA.  Note:  the school operated as a high school from September 1965 through June 1990.

Section 2. Annual Dues

There shall initially be no annual dues requirement.

Section 3. Rights of Members

Each member shall be eligible to cast one vote in biennial elections of officers.  Proxy Voting:  A member shall be allowed one proxy vote as long as the Corresponding Secretary has received written communication with the name of the person who shall be delegated to cast vote(s).

Section 4. Resignation and Termination

Members may not resign or terminate membership.  They may, however, become inactive by sending a letter (via US Postal Service or email) to the Secretary stating same.

Section 5. Non-voting Membership

The Board of Directors shall have the authority to establish and define non-voting categories of membership.

 

ARTICLE IV. MEETINGS OF MEMBERS 

Section 1. Regular Meetings

Regular meetings of the members of the Board of Directors and Reunion Team shall be held monthly, at a time and place designated by the chair.  The Reunion Team shall consist of those persons who volunteer, in writing, during Reunion weekend or via letter or email to the Secretary.

Section 2. Annual Meetings

An annual (or biennial) meeting of the members shall take place during class reunion weekend at a time, date, and place selected by the Board of Directors and Reunion Team.  At that meeting the members shall volunteer for the Reunion Team, elect officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

Section 3. Special Meetings

Special meetings may be called by the chair, the Board of Directors, or a petition signed by five percent (5%) of voting members.

Section 4 Notice of Meetings

Printed notice of each Board of Directors and Reunion Team meeting shall be given to each voting member, by email, not less than two weeks prior to the meeting.

Section 5. Quorum

A quorum for a regular meeting of the shall consist of at least twenty percent (20%) of a combination of the Board of Directors and Reunion Team.  A quorum for annual/biennial meetings shall be 20% of those attending the reunion.

 

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the John F. Kennedy High School Alumni shall be managed by its Board of Directors.  The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.

Section 2. Number, Tenure, Requirements, and Qualifications

The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than the following officers: the President Vice-President, Secretary, Assistant Secretary, Financial Secretary, Treasurer, Parliamentarian, and Chaplain.

The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected.  No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.  All Board of Directors shall serve a two-year term of office; this term may be repeated by vote of the membership.  Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.

Section 3. Regular and Annual Meetings

The Board of Directors shall meet quarterly at a date/time specified by the President.  These meetings shall occur during the following months:  January, April, July and October.  Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days prior to the meeting date.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.

Section 5. Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice.

Section 6. Quorum

A majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice.  The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Section 7. Forfeiture /Removal

Any member of the Board of Directors who fails to fulfill any of his or her requirements / responsibilities as set forth in Article VI (Officers) shall automatically forfeit his or her seat on the Board.  The Secretary (or a designee) shall notify the Board of Directors, in writing, that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy.  The member removed from office shall be notified via US Postal or Email within five days of the action taken.

Section 8. Vacancies

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting.  Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Section 9. Compensation

Members of the Board of Directors shall not receive any compensation for their services as Directors.

Section 10. Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.

Section 11. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the Parliamentarian by reference to Robert’s Rules of Order.

 

ARTICLE VI. OFFICERS

The officers of this Board shall be the President, Vice-President, Recording Secretary, Corresponding Secretary, Financial Secretary, Treasurer, Parliamentarian and Chaplain.

Section 1. President

The President shall preside at all meetings of the membership, the Board of Directors, and the Reunion Team. The President shall have the following duties:

  1. He/She shall have general and active management of the business of Board of Directors.
  2. He/She shall have general superintendence and direction of all other officers and committees of this corporation and see that their duties are properly performed.
  3. He/She shall submit a report of the operations of the program year to members at their annual meetings, and from time to time, shall report to the Board all matters that may affect the organization. d. He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
Section 2. Vice-President

The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-Presidents duties are:

He/She shall have the duty of acting as ex-officio member of all committees and such other duties as may, from time to time, be determined by the Board of Directors.

Section 3. Recording Secretary

The Secretary shall attend all meetings of the Board of Directors, Reunion Team and all meetings of members will act as a clerk thereof. The Secretary’s duties shall consist of:

  1. He/She shall record all votes and minutes of all proceedings.
  2. He/She, in concert with the President, shall make the arrangements for all meetings of the Board of Directors, Reunion Team and membership, including the annual meeting of the organization.
  3. He/she shall send notices of all meetings.
  4. He/she shall maintain minutes of any/all proceedings of the organization for seven (7) years.
Section 4.  Corresponding Secretary

The Corresponding Secretary shall attend all meetings of the Board of Directors, the Reunion Team and all meeting of the members and will assist the Recording Secretary with his/her duties, as necessary.  Those duties shall consist of (in the absence of or in coordination with) those outlined in Section 3 of this Article.  He/She shall, in addition, perform all official correspondence from the Board of Directors as may be prescribed by the Board of Directors or the President.

Section 5.  Financial Secretary

The Financial Secretary shall attend all meetings of the Board of Directors, Reunion Team and all meetings of the members.  The Financial Secretary’s duties shall consist of:

  1. Give a receipt for all monies received for the organization and remit at once to the treasurer or deposit immediately in a bank approved by the Board of Directors.
  2. Prepare a written monthly report of all monies collected.
  3. Serve as an ex-officio member of the Reunion Team.
  4. Assist in yearly audit of funds.
  5. Maintain financial records of the organization.
Section 6. Treasurer

The Treasurer’s duties shall be:

  1. Receive and deposit all monies from the Financial Secretary and remit at once in a bank approved by the Board of Directors.
  2. He/She shall present a complete and accurate report of the finances raised by the organization at each meeting, or at any other time upon request to the Board of Directors.
  3. Cause a yearly audit of funds of the organization.
  4. He/She shall perform such other duties as may be prescribed by the Board of Directors or the President under whose supervision he/she shall be.
Section 7.  Parliamentarian

The Parliamentarian shall attend all meetings of the Board of Directors, Reunion Team and members.  The duties shall be:

Advise the board of directors and members on matters of parliamentary procedure, maintain order, and serve as a consultant of same.

Section 8.  Chaplain

The Chaplain shall attend all meetings of the Board of Directors, Reunion Team and membership.  The duties shall be:

  1. Provide religious services and support to the organization
  2. Offer prayer and the beginning and end of each meeting.
Section 9. Election of Officers

A Nominating Committee (selected by the President) shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Board of Directors.  Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of membership. Those officers elected shall serve a term of two (2) years, commencing at the next meeting following the annual meeting. Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices.

Section 10. Vacancies

The Board of Directors shall fill vacancies, as necessary, at the next regularly scheduled Board of Directors or Reunion Team meeting (whichever comes first) by declaring the vacancy and nominating from the floor.  The new officer shall be elected and assume duties immediately.

 

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The Board of Directors may create committees as needed.

Section 2. Finance Committee

The Treasurer is the chair of the Finance Committee, which includes the Financial Secretary and President. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with Board members. The Board of Directors must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year.  Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership and board members.

 

ARTICLE VIII. AMENDMENTS

Section 1. Articles of Incorporation

The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be affected thereby shall be given to each member of the Board of Directors at least three days in advance of such a meeting. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all Board members then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.

Section 2. Bylaws

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each Board of Director within the time and the manner provided for the giving of notice of meetings of directors.