CONSTITUTION AND BY-LAWS OF QUEEN'S COLLEGE OF GUYANA ALUMNI ASSOCIATION, (NEW YORK) INC.

 

Whereas Queen's College, a secondary school in Georgetown, Guyana, has made an outstanding contribution to education in Guyana;

And whereas certain Alumni of Queen's College, now residing in the State of New York, are desirous of forming an Association to further the interests of Queen's College of Guyana, with a view to ensuring its continued high level of contribution to education in Guyana;

And whereas there is currently no functioning Queen's College Alumni Association in the State of New York;

Now therefore, the Queen's College Alumni Association of The State of New York is hereby formed and shall be governed by the constitution set out hereunder.


ARTICLE 1.   NAME

 

The name of the Association is QUEEN'S COLLEGE OF GUYANA ALUMNI ASSOCIATION, (NEW YORK) INC. hereinafter referred to as THE ASSOCIATION.


ARTICLE 2.   PURPOSES OF THE ASSOCIATION

 

The purposes of the Association are:-
2.1 To help assure the stability of Queen's College which contributes to academic excellence in Guyana.

2.2 To provide financial and other forms of material assistance to Queen's College of Guyana.

2.3 To provide material assistance and counsel to Guyanese students in the United States.

2.4 To associate with any non-profit organization involved in assisting Guyanese in Guyana and elsewhere.

2.5 To formally associate with the Queen's College Old Students Association or any Successor Organization.

2.6 Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an Association exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an Association contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law).


ARTICLE 3.   MEMBERSHIP

 

Membership in the Association shall be open to all Alumni and former members of the academic and non-academic staff of Queen's College of Guyana. Membership shall also be open to such other categories of persons as The Association may, in its By-Laws, permit, provided that the criterion for such membership is related to such persons' association with Queen's College of Guyana.


ARTICLE 4.   TAX-EXEMPT STATUS

 

To advance the above purposes, the Association shall engage solely and exclusively in charitable, educational, scientific and other such non-profit activities as will ensure that it qualifies, and continues to qualify, for tax-exempt treatment under the applicable laws of the United States of America.


ARTICLE 5.   PROHIBITIONS ON ACTIVITIES

 

The Association is prohibited from engaging in any activity designed to influence or assist in the election to public office of any person anywhere and is also prohibited from supporting the campaigns or other political activities of any person or group anywhere.


ARTICLE 6.   BY-LAWS

 

The Association has the power to make and adopt By-Laws to effect the purposes outlined in Article 2 of this constitution including, but not limited to, the levying of membership dues, and establishing the duties, powers and responsibilities of the members.


ARTICLE 7.   EXECUTIVE POWER

 

The Executive Power of the Association shall be vested in an Executive Committee which shall consist of eleven (11) persons including:-

  1.    A President
  2.    A Vice-President
  3.    A Secretary
  4.    An Assistant Secretary
  5.    A Treasurer
  6.    An Assistant Treasurer
  7.    An Organizing Secretary
  8.    Four (4) Committee Members


ARTICLE 8.   AMENDMENTS TO CONSTITUTION

 

This Constitution may not be amended save by the affirmative vote of at least two-thirds of all members who are entitled to vote in accordance with the constitution.


ARTICLE 9.   PRINCIPAL OFFICE OF THE ASSOCIATION

 

The Principal Office of the Association is:

9.1 MEETINGS:

9.1.a Regular meetings shall be held at such times and in such places as the Executive Committee shall decide, but must be held at least once every month.

9.1.b Notice of regular meetings must be written and shall be given to all members.

9.1.c No decision taken at a regular meeting for which notice was given in accordance with paragraph 9.1.b shall be invalidated because of a lack of quorum.

9.1.d A quorum shall be considered to be ten (10) members in good standing.

9.2 ANNUAL GENERAL MEETING

9.2.a An Annual General Meeting shall be held no more than fifteen (15) months after the previous general meeting provided that the meeting is held at least once in every calendar year.

9.2.b Written notice of the Annual General Meeting shall be given to all members at least five (5) days prior to the meeting and shall outline the proposed agenda.

9.2.c The previsions of paragraphs 9.1.b and 9.1.c with respect to lack of notice and lack of quorum shall apply to the Annual General Meeting also.


ARTICLE 10.   THE EXECUTIVE COMMITTEE

 

10.1.a The Executive Committee shall be elected at the Annual General Meeting and its term shall expire at the next subsequent Annual General Meeting. Previous membership in the Executive Committee shall not be a bar to subsequent election whether in a similar capacity or not.

10.1.b The election may be by ballot or by show of hands as the Executive Committee shall decide.

10.1.c Any vacancy on the Executive Committee occurring prior to the expiration of the committee's term may be filled by the remaining members of the Executive Committee by a simple majority vote of all committee members, save in the case of a vacancy in the Office of President when the vote shall be by two-thirds of all committee members.

10.1.d Any member of the Executive Committee may be removed from office for any cause whatever by a two-thirds majority of members voting at any regular meeting. However, in no case shall a member of the Executive Committee be removed from office without first having been given the opportunity to be heard.

10.1.e The Executive Committee shall meet at least once per month as such times and in such places as the Executive Committee shall decide. Six (6) members of the Executive Committee shall constitute a quorum for such meeting.

10.1.f All decisions of the Executive Committee shall be by simple majority of those present and voting save as specifically required by the constitution.

10.1.g The President and the Secretary shall together execute any contract or deed required to be executed by, or on behalf of, the Association.

10.1.h All checks and drafts shall be signed by either the Treasurer or the Secretary, or their respective designates.


ARTICLE 11.   AMENDMENTS TO BY-LAWS

 

The By-Laws of The Association may be amended by a simple majority of all members present and voting at any meeting.


ARTICLE 12.   DISSOLUTION OF THE ASSOCIATION

 

12.1 The Association may be dissolved by a two-thirds majority of members in good standing.

12.2 Upon dissolution of The Association, all the indebtedness shall be paid by the Executive Committee from the assets of the Association. Any remaining assets of The Association shall be distributed to another organization exempt under IRC 501(c)(3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.


ARTICLE 13.   MEMBERSHIP DUES, VOTING, ET AL

 

13.1 The Association shall be empowered to collect membership dues from all regular members.

13.2 Such membership dues as allowed under paragraph 13.1 shall be due on a monthly basis in the amount laid out in the By-Laws.

13.3 A member, who has paid the current dues, or is no more than one month in arrears, shall be deemed a member in good standing.

13.4 All members in good standing may vote on any issue where a vote is required either in person or by proxy duly authorized in writing, except as noted in paragraph 13.7.

13.5 All persons entitled under the constitution to be members of the Association shall become members either by paying dues or by notifying any member of the Executive Committee of their intention to become members.

13.6 All Members of The Association whether in good standing or not may vote at any meeting at which they are present (except as noted in paragraph 13.7).

13.7 All Members of The Association not in good standing or not alumni of Queen's College shall be honorary members only and shall not be entitled to vote or to be elected to the Executive Committee.

13.8 Any person who is proposed by the Executive Committee, as noted in the By-Laws, and approved by a majority of members present and voting shall be deemed an honorary member of The Association.


BY-LAWS OF QUEEN'S COLLEGE ALUMNI ASSOCIATION, NEW YORK CHAPTER

 

The following are the By-Laws of the Queen's College Alumni Association, New York Chapter. These By-Laws are intended to supplement and strengthen the Articles of the Constitution. In the event of real or perceived conflict, the Articles of the Constitution shall always supersede the By-Laws.

The By-Laws shall not be used to amend any of the Articles of the Constitution or in any way to render any such Article void or irrelevant.


BY-LAW 1.0.   ADDRESS OF THE ASSOCIATION

 

1.1 MAILING ADDRESS

QUEEN'S COLLEGE OF GUYANA ALUMNI ASSOCIATION (NEW YORK) INC.
c/o CREOLE MARKET PLACE
887A NOSTRAND AVENUE
BROOKLYN, NY 11203

1.2 PHYSICAL ADDRESS

QUEEN'S COLLEGE OF GUYANA ALUMNI ASSOCIATION (NEW YORK) INC.
c/o CREOLE MARKET PLACE
887A NOSTRAND AVENUE
BROOKLYN, NY 11203


BY-LAW 2.0.   THE EXECUTIVE COMMITTEE

 

The Association shall be governed by an Executive Committee as outlined in Article 7 of the Constitution. All the positions on the Committee shall be voluntary and no compensation shall be made to any member of the Committee under any circumstances for the performance of the duties noted herein. The duties of the Executive Committee shall be as follows and as laid out in the Articles of the Constitution:-

2.1 PRESIDENT

The President shall be responsible for chairing all meetings of the Association and of the Executive Committee. The President shall be an ex-officio member of all working committees set up by the Executive Committee for the conduct of the affairs of the Association. The President shall be a signatory on all of the Association's Bank Accounts.

2.2 VICE-PRESIDENT

The Vice-President shall function as a regular member of the Executive Committee and shall substitute for the President in his/her absence or upon his/her direction. During such substitution, the Vice-President shall assume all the functional responsibilities of the President.

2.3 SECRETARY

The Secretary shall be responsible for maintaining all the records of the Association. The Secretary shall publish notices of all meetings of the Association, shall be responsible for the minutes of such meetings and shall keep a record of all matters arising from meetings. The Secretary shall be responsible for all of the Association's correspondence. The Secretary shall be an ex-officio member of all working committees set up by the Executive Committee for the conduct of the affairs of the Association. The Secretary shall be a signatory on all of the Association's Bank Accounts.

2.4 ASSISTANT SECRETARY

The Assistant Secretary shall function as a regular member of the Executive Committee and shall substitute for the Secretary in his/her absence or upon his/her direction. During such substitution, the Assistant Secretary shall assume all the functional responsibilities of the Secretary.

2.5 TREASURER

The Treasurer shall be responsible for maintaining a record of the financial affairs of the Association, for keeping the books and for coordinating the Association's relations with its bankers and its auditors. The Treasurer shall be an ex-officio member of all working committees set up by the Executive Committee for the conduct of the affairs of the Association. The Treasurer shall be a signatory on all of the Association's Bank Accounts.

2.6 ASSISTANT TREASURER

The Assistant Treasurer shall function as a regular member of the Executive Committee and shall substitute for the Treasurer in his/her absence or upon his/her direction. During such substitution, the Assistant Treasurer shall assume all the functional responsibilities of the Treasurer.

2.7 ORGANIZING SECRETARY

The Organizing Secretary shall be responsible for organization of all functions of the Association. He/She shall work closely with the Secretary and be a member of all committees responsible for arranging various functions of the Association.

2.8 COMMITTEE MEMBERS

Committee Members shall function as regular members of the Executive Committee, performing such tasks and functions as directed by the Officers of the Association. Committee members may be co-opted to substitute for Officers of the Association in their absence.


BY-LAW 3.0   BANK ACCOUNTS AND SIGNATIRES

 

3.1 The Executive Committee is responsible for the selection of a commercial bank for the purpose of conducting the Association's financial business. The Association shall maintain at least a Checking and a Savings Account. The Committee may, at its discretion, also operate Investment Accounts and other Financial Instruments aimed at improving the financial position of the Association.

3.2 The Treasurer shall bear responsibility for all the financial affairs of the Association.

3.3 All the accounts of the Association shall bear three signatures:-

President
Secretary
Treasurer

A signature specimen card with the requisite signatures shall be maintained in the Association's records and shall be replaced as soon as it is updated, except when such an update is due to the substitution for one of the Officers due to temporary absence. In this case, a temporary signature specimen card shall be maintained.

3.4 All checks and drafts pertaining to the Association's business shall normally be signed by both the Treasurer and the Secretary or by their substitutes. The President or substitute may, in an emergency, also sign checks and drafts as a second signature. None of the signatories may sign a check or draft made out to himself/herself.

3.5 The Treasurer, with the agreement of the Executive Committee, may set up a Finance Committee to assist with the management of the Association's finances. Members for this committee may be drawn from the Executive Committee as well as from the general membership, providing all members on the committee are in good standing as laid out in the constitution.

3.6 The Association's bankers shall be:-

CHEMICAL BANK

NEW YORK, N.Y.


BY-LAW 4.0.   MEMBERSHIP DUES, ELECTION TO HONORARY MEMBERSHIP

 

4.1 Membership dues shall be payable by all members in order to maintain membership in good standing.

4.2 Membership dues for all members shall be ten (10) dollars per month.

4.3 The Treasurer shall maintain a record of the standing of all members.

4.4 Any member who is in arrears shall immediately regain a status of good standing upon payment of the outstanding dues to the Treasurer.

4.5 The Executive Committee - either on its own or at the behest of members - may propose individuals for election to the Association as "Honorary Members" as provided for by Article 13.

4.6 The Executive Committee shall decide on the qualifications necessary for Honorary Membership status.

4.7 Any member wishing to propose a name to the Executive Committee for election to Honorary Membership, must do so in writing identifying the reasons behind the proposal.

4.8 Honorary Members shall have no obligation to pay regular membership dues and are excluded from voting as outlined in Article 13.


AMENDMENTS TO THE CONSTITUTION

AMENDMENT 1 - September 1993

ARTICLE 7.   EXECUTIVE POWER

The titles of the Chairperson and Vice-Chairperson are changed to President and Vice-President


AMENDMENT 2 - September 1996

ARTICLE 13.3.   MEMBERSHIP DUES, VOTING, ET AL

Article 13.3 A member shall be deemed in good standing if the member:
  1. has paid the current dues (or is no more than one month in arrears), and
  2. has attended at least 50% of the regular meetings for the past year, and
  3. has participated in at least 50% of the associationís activities for the past year.


AMENDMENTS TO THE BY-LAWS

AMENDMENT 1 - July 1993

BY-LAW 4.0.   MEMBERSHIP DUES, ELECTION TO HONORARY MEMBERSHIP

By-Law 4.2 Membership dues for all members shall be $50.00 per year payable at any time during the Association Year and may be tax-deductible.


AMENDMENT 2 - February 1994

BY-LAW 4.0.   MEMBERSHIP DUES, ELECTION TO HONORARY MEMBERSHIP

By-Law 4.9 Any regular member of the Association who is in school of tertiary education, on a full-time basis seeking a degree or recognized certificate, shall be exempt from regular membership dues. The member may, at his or her discretion, make a contribution to the Association of any amount. Such members shall not be regarded as being in arrears and shall not be excluded from voting at any time on any matter before the Association.


AMENDMENT 3 - October 1997

BY-LAW 1.0.   ADDRESS OF THE ASSOCIATION

The mailing address and physical address of the organization is changed to:

By-Law 1.1

 
1.1 MAILING ADDRESS

2314 PITKIN AVENUE
BROOKLYN, NY 11207

By-Law 1.2

 
1.2 PHYSICAL ADDRESS

Wynav's
767 Washington Avenue (between St. John's & Sterling)
Brooklyn, NY 11238-4504