BELLMORE JFK ALUMNI, INC.
Effective as of May 19, 2011
Ratified and Approved December 18, 2011
NAME, PURPOSES AND OFFICES
Section 1. NAME
This corporation shall be known as Bellmore JFK Alumni, Inc., hereinafter referred to as the “Association”.
Section 2. PURPOSES
The purposes for which this Association has been organized are as follows:
• to foster a spirit of loyalty and camaraderie among graduates and former students of Bellmore JFK High School (the “School”);
• to promote and support the programs, activities and welfare of the School and its alumni, faculty and students;
• to encourage alumni to maintain continuing relationships with the School;
• to better utilize the potential for all alumni services to the school through constructive
• to develop social events, educational and scholarship programs to meet the needs of both the students and the alumni of JFK;
• to maintain a central index of graduates and former students solely for the purpose of promoting the interests of the School, alumni and the Association; and
• to do any other act or thing incidental or connected with the foregoing purposes or in advancement thereof, and to advance all purposes set forth in the Certificate of Incorporation
of the Association (the “Certificate”), but not for the pecuniary profit or financial gain of its members, trustees or officers.
The Association has been formed as a non-profit entity pursuant to applicable provisions of the New York Not-For-Profit Corporation Law (“NFPCL”). The Association, its Executive Committee (as hereinafter defined) and Board of Trustees (the “Board”, as hereinafter defined)
shall carry out the foregoing purposes and maintain the assets and cash receipts of the Association in such manner as will allow the Association to maintain all benefits provided by the NFPCL and
extended to a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”) or by a corporation contributions to which are deductible under Section 170(c)(2) of the Code. References to Sections of the Code refer also to the corresponding provision of any future Internal Revenue Law.
Section 3. OFFICES
The principal office of the Association shall be in the hamlet of Bellmore, County of Nassau, State of New York. The Association may also have an office at such other place or places within or outside of this State as the Board may determine or the business of the Association may require.
Regular voting membership in the Association shall be available to all graduates of the School and to those who have attended the School. In addition, regular voting membership shall be available to all present and retired faculty and administrators. Membership on a regular voting basis or on an honorary non-voting basis shall be made available to or offered in the discretion of the Board to such other persons as may desire to promote the interests of the Association.
Section 1. DUES
A. Dues shall be as determined and revised by the Board from time to time in accordance with these By-Laws.
B. The fiscal year for the Association shall be the calendar year.
C. The right to vote and hold office shall be contingent upon maintaining regular membership in good standing.
Section 2. BUDGET
The Treasurer, at the meeting of the Board immediately prior to the Annual Meeting (as defined below), shall present to the Board a tentative operating budget for the next ensuing fiscal year.
An affirmative vote of two-thirds (2/3) or greater of those Board members present and eligible to vote shall be necessary for approval of said budget, which shall then be submitted to the Annual Meeting for ratification.
MEMBERSHIP MEETINGS AND QUORUM
Section 1. REGULAR ANNUAL MEETING
An annual membership meeting (the “Annual Meeting”) shall be held at the School (or such other place as the President, Executive Committee or the Board may designate) on a date to be determined by the President, the Executive Committee or the Board. Notice of the date and time of the Annual Meeting shall be given not less than thirty (30) nor more than sixty (60) days prior thereto.
Section 2. SPECIAL MEETINGS
Special membership meetings may be held at the discretion of the President, the Board or the Executive Committee. Notice of special meetings shall be given at least seven (7) days prior thereto, unless emergency circumstances require a shorter period of notice. Any business that could be undertaken at an Annual Meeting may be the subject of a special meeting except that the election of officers shall be limited to circumstances involving filling a vacancy in a particular
office until the next Annual Meeting.
Section 3. QUORUM
The presence at any Annual or special meeting of not less than ten (10) members shall constitute a quorum. All persons with paid up memberships shall be entitled to vote at an Annual or special
meeting of the membership.
Section 3. NOTICE
The sending of notice of the Annual Meeting and of any special meetings of the membership to the members’ last known email address on file with the Association shall be considered good and sufficient delivery of the notice. The President, Executive Committee or Board may also, in their discretion, provide notice of an Annual Meeting or special meeting of the membership in one or more local newspapers.
BOARD OF TRUSTEES
Section 1. RESPONSIBILITIES AND AUTHORITY
The Association shall be managed by the Executive Committee and the Board of Trustees (the “Board”). The members of the Executive Committee shall be members of the Board. The Board shall be responsible for the supervision, control and direction of the affairs of the Association; shall determine its policies or changes therein within the limits of these By-Laws; shall actively pursue its purposes and shall have discretion in the disbursement of its funds within the
limitations of said purposes and the Association’s Certificate of Incorporation. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the
execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. QUALIFICATIONS
A Trustee shall be a member in good standing. Each Trustee shall attend a minimum of five (5) meetings annually; provided that a Trustee may be excused from said requirement for a valid reason.
Section 3. NUMBER, APPOINTMENT AND TERM OF TRUSTEES
The Board of Trustees shall have up to twenty (20) voting members inclusive of the members of the Executive Committee. Each Trustee shall be appointed by the Executive Committee for a two (2) year term of office; provided that all terms shall end on an Annual Meeting date. The terms of office of the initial Trustees appointed pursuant to these By-Laws shall expire on the date of the Annual Meeting scheduled for 2013. One Principal or Assistant Principal of the School may serve as an ex-officio member of the Board (the “Principal’s Representative”). At each Annual Meeting commencing with 2013, the membership shall approve the appointment of Trustees and, if any appointment is not approved, the Executive Committee shall have the
discretion to appoint another individual to serve for any open trusteeship, subject to approval at the next Annual Meeting or special meeting of the membership.
In the event the paid up membership of the Association is sustained at in excess of eighty (80) for a period of one (1) year or longer, the Executive Committee shall direct the By-Laws Committee and Nominating Committee to study, consider and propose amendments to these By-Laws to allow for such things as direct election of Trustees by the membership; whether to stagger the 4 terms of office of Trustees so that their terms expire on differing Annual Meeting dates; term limits; the manner of making nominations; and rules and time limits for the conduct of elections and whether such elections should be carried out in person or through electronic means.
Section 5. REGULAR MEETINGS
The Board of Trustees shall meet monthly, on the fourth Tuesday of the month at 7:00 p.m., unless otherwise set on a different day and time in the discretion of the President, the Executive Committee or the Board, except that meetings during the months of July and August shall be discretionary. The place of meeting shall be at the School unless otherwise set by the President or Executive Committee. At least twenty (20) days’ notice of a regular meeting of the Board
accompanied by the minutes of the immediately preceding regular or special meeting of the Board shall be provided to each Trustee at such individual’s last known email address on file with the Association.
Section 6. SPECIAL MEETINGS
Special Meetings of the Board may be scheduled at any time throughout the year, on dates and at places to be determined by the President or the Executive Committee. At least seven (7) days’ notice of a special meeting of the Board accompanied by the minutes of the immediately preceding regular or special meeting of the Board shall be provided at such individual’s last known email address on file with the Association unless emergency circumstances require a shorter period of notice.
Section 7. QUORUM
One-half of the total number of Officers and Trustees in office at a given time shall constitute a quorum for the transaction of business at any Regular or Special meeting of the Board of Trustees; provided that if the total number is an odd number, the quorum number shall be obtained by rounding down (e.g. if the total number of Officers and Trustees is 15, a quorum shall be 7). A quorum shall not be required to adjourn a regular or special meeting at which a quorum is not
present to the next regularly scheduled meeting date.
Section 8. VOTING
A. Each member of the Board shall have one vote and such vote may not be done by proxy.
B. Except as provided in Article III, Section 2, a simple majority of those Trustees present and eligible to vote shall carry any motion submitted to a vote at any meeting of the Board.
Section 9. ACTION BY UNANIMOUS WRITTEN CONSENT
Any action permitted or required to be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action to be taken, is signed by all the Officers and
Trustees. Such consent shall have the same force and effect as a unanimous vote at a meeting, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board.
Section 10. REMOVAL
A Trustee may be removed for cause by vote of the members or action of the Board.
Section 11. RESIGNATION
A Trustee may resign at any time by giving written notice to the Board, the President or the Secretary of the Association. 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.
Section 12. VACANCIES
A Board vacancy which occurs due to death, resignation or otherwise may be filled by the Executive Committee for the balance of the term thereof, subject to the approval of the membership at the next Annual Meeting or special meeting of the membership.
Section 13. NO REMUNERATION
Trustees shall not receive any salary, stipend or other remuneration for their services. This provision shall not be deemed to preclude the Association from reimbursing a Trustee for authorized out-of-pocket expenditures incurred by a Trustee on behalf of the Association.
Section 1. ENUMERATION
The Association shall have the following officers: President, Vice President, Secretary, Recording Secretary, Treasurer, Historian and Public Relations Officer.
Section 2. DUTIES OF OFFICERS
A. The President shall be the Executive Officer of the Association; shall preside at all meetings of the Membership, the Board of Trustees and the Executive Committee; shall have the authority to sign checks to cover expenses of the Association; and shall have the authority to
carry out such other duties as are associated with this office. The President, in consultation with at least two other active officers of the Association, shall be permitted to expend up to $1,000 of the Association’s funds in emergency circumstances without further approval of the Board.
B. The Vice President shall assist the President. In the absence or disability of the President, the Vice President shall preside and function in the President’s place and stead; and shall have
the authority to carry out such other duties as are associated with this office.
C. The Secretary shall maintain all records of the Association; shall give notice of all regular and special meetings of the Executive Committee, the Board and the membership and of the Annual Meeting; shall serve as the Association’s parliamentarian; and shall carry out such other duties as are associated with this office. In the absence or disability of the President and Vice-President, the Secretary shall preside and function in the President’s place and stead.
D. The Recording Secretary shall keep and publish the minutes of all regular and special meetings of the Executive Committee, the Board and the Membership; and shall carry out such other duties as are associated with this office.
E. The Treasurer shall have the care and custody of all of the funds and securities of the Association; shall deposit said funds in the name of the Association in such bank or trust company as the Board may direct; shall sign all checks, drafts, notes and orders for the
payment of money, which shall be duly authorized by the Board; and shall carry out such other duties as are associated with this office. Checks and withdrawals shall be countersigned by the President or other duly authorized Officer. The Treasurer shall at all reasonable times exhibit the books and accounts to any Officer or Trustee of the Association upon request. The books and accounts of the Association shall be subject to audit by a committee appointed by the President.
F. The Historian shall maintain all banners, certificates and other
memorabilia of the Association and make these materials available for inspection upon the reasonable request of an Officer, Trustee or member.
G. The Public Relations Officer shall be responsible for identifying opportunities for favorable coverage of the Association’s activities on the internet and in local and regional print and broadcast media; shall, at the request of the President, Executive Committee or Board, serve
as the Association’s representative with internet and media outlets; shall be responsible for promoting and obtaining favorable publicity for the Association’s activities; and shall carry out such other duties as are associated with this office.
H. The Photographer shall be responsible for chronicling the activities of the Association through photographic and other digital and non-digital visual media, and for assisting the Historian, Public Relations Officer and other officers by providing photographic and visual materials as needed for publications and the like.
Section 3. ELECTION OF OFFICERS
A. Officers shall serve a term of two (2) years; provided that the initial Officers appointed by the Incorporators of the Association shall serve for a term through the Annual Meeting to be held in 2013. Commencing in 2013, the election of officers shall take place at Annual Meetings of the Association.
B. Not later than February 28 of each election year the President shall direct the Nominating Committee to solicit from the membership candidates for election as officers of the Association.
C. Any member in good standing may nominate any current member of the Association for election to an office enumerated above. Self-nomination shall be allowed. To be valid, all nominations must be submitted to the Chairperson of the Nominating Committee in writing
not later than April 1. Solicitation and submission of nominations by email is allowed.
D. The notice of the immediately subsequent Annual Meeting shall
present in writing a list of nominated officer candidates and, to the extent desired by the candidate, a brief statement in support of such person’s candidacy, to the membership. The Board may also present a slate of candidates that it recommends for election as a unified group.
E. The Executive Board shall conduct a paper secret ballot election for each enumerated office at the Annual Meeting. The new officers will take office immediately following the election.
F. In the event the paid up membership of the Association is sustained at in excess of eighty (80) for a period of one (1) year or longer, the Executive Committee shall direct the By-Laws Committee and Nominating Committee to study, consider and to the extent they desire, propose amendments to these By-Laws to allow for such things as term limits and allowing the annual election of officers and the transaction of other business at the Annual Meeting to be carried out by electronic means.
Section 4. VACANCIES
A vacancy in any office which occurs due to death, resignation or otherwise may be filled by the Board for the balance of the term thereof.
Section 5. NO REMUNERATION
Officers shall not receive any salary, stipend or other remuneration for their services. This provision shall not be deemed to preclude the Association from reimbursing an Officer for authorized out-of-pocket expenditures incurred by an Officer on behalf of the Association.
INSURANCE AND INDEMNIFICATION
Section 1. INSURANCE
The Association shall maintain insurance covering its Officers and Trustees in connection with their service as such and for the matters for which they may be indemnified in accordance with Section 2 in the form of one or more directors and officers, errors and omissions or other liability policy or policies. The coverage and limits of such policy or policies shall be determined by the Board from time to time in its reasonable discretion.
Section 2. INDEMNIFICATION
If a Trustee or Officer of the Association is made, or threatened to be made, a party to any civil or criminal action or proceeding (including without limitation, actions or proceeding of a administrative or investigative nature) in any manner arising from the performance by such Trustee or Officer of his or her duties for or on behalf of the Association, then, to the full extent permitted by law, the Association shall:
(a) Promptly, upon written request to the Association by, or on behalf of, any Trustee or Officer therefor, undertake the defense of any such action or proceeding for the benefit of such Director or Officer, at the Association’s expense, subject to the receipt of the undertaking specified by paragraph (c) of §723 of the New York Not-For-Profit Corporation Law to repay such amount as, and to the extent required by paragraph (a) of §725 of the New York NotFor-Profit Corporation Law, as such statutes may be amended; and
(b) Indemnify such Director or Officer for all sums paid by him or her in the way of judgements, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, 8 subject to the proper application of credit for any sums advanced to the Director or Officer pursuant to clause (a) of this paragraph.
Section 1. EXECUTIVE COMMITTEE
The Executive Committee shall consist of the Officers listed in Article VI, Section 1, along with the two immediate Past Presidents. The President will chair this Committee. Its duties will be to confer with and advise the President and to act in accordance with these By-Laws.
Section 2. STANDING COMMITTEES
A number of standing committees shall exist.
Each committee chairperson (or representative) shall report to the Board at regular meetings. Committees shall not have powers of decision and matters requiring such approval shall be made
by the Board or Executive Committee.
The committees are as follows, though additional committees, ad hoc or standing, special committees and sub-committees may be created as necessary:
• Membership: Shall promote the Association through recruitment and encourage alumni participation.
• Hall of Fame: Hall of Fame honors School alumni who have provided outstanding service to the Association, to the School community at large or whose outstanding accomplishments in business, the professions, entertainment, athletics, philanthropy, academia or elected or appointed public service reflect positively on the School. Annually, a committee of no less than five (5) members shall serve to execute the program of evaluating and recommending for induction Hall of Fame candidates, and is charged also with providing a suitable ceremony to honor those selected.
• Fundraising/Events: This committee (and any necessary sub-committee) shall serve to propose ideas for, develop and carry out regular and occasional fundraising activities and events for the Association.
• Homecoming: This committee shall serve to propose ideas for, develop and carry out social and fundraising activities intended to occur concurrently with the School’s annual homecoming festivities and football game.
• Publications: This committee (and any necessary sub-committee) shall be charged with the publication of a brief periodic newsletter and an annual alumni magazine.
• Public Relations: This committee shall promote the Association through identifying opportunities for favorable coverage of the Association’s activities on the internet and in local and regional print and broadcast media.
• Class Rep and Reunions: Shall serve to develop a program to encourage class participation and reunions, as well as provide support alumni who are acting as reunion organizers. This committee shall develop, distribute and maintain a written guide to assist class representatives and reunion organizers.
• Technology. Shall serve to keep the Association technologically current and viable through procurement of equipment and systems as necessary, and shall develop and maintain a website for the Association and any alumni page(s) on the websites of the School or the Bellmore-Merrick Central High School District.
• By-Laws: Shall meet and review the By-Laws of the Association at least once a year; shall recommend changes, if any, by the December meeting based on comments and suggestions from the Board, the Executive Committee and members.
• Nominating: A committee of no less than three (3) Board members will convene as necessary to present candidates for election to enumerated offices by April of each year.
• Audit: A committee appointed by the President shall audit the books and accounts of the Association. The depth of such a review shall be at the committee’s discretion.
Local Chapters of the Association may be established in accordance with procedures adopted by the Board.
Proposed revisions or amendments to these By-Laws require approval by the Executive Committee and the Board, and shall be ratified by a majority vote of the membership taken at an Annual Meeting or special meeting thereof. The foregoing notwithstanding, the Association may act in accordance with revisions or amendments made while they are pending ratification by the membership.