Constitution and By-Laws of The Queen's College of Guyana Alumni Association, (NY), 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 other 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. This Constitution and these By-Laws supersede any and all others which, prior to this and from time to time, may have been adopted or amended by The Association. Prior versions are hereby revoked and rendered null and void.
ARTICLE 1. NAME
The name of the Association shall be: THE QUEEN’S COLLEGE OF GUYANA ALUMNI ASSOCIATION, (NEW YORK) INC. hereinafter referred to as THE ASSOCIATION and/or QCAANY.
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. This will include engaging in any activity that will support the development of social and academic skills that students of Queen’s College will need in order to be successful upon graduation.
2.2 To carefully consider requests for material assistance from Queen’s College of Guyana and to provide such assistance wherever and whenever appropriate, to the extent of The Association’s ability and pre-determined criteria.
2.3 To provide material assistance and counsel to Queen’s College of Guyana alumni in the United States.
2.4 To formally associate with any other Queen's College Old Students’ Associations or their successor Organizations.
2.5 To engage in activities which enhance the social and economic welfare of Queen’s College alumni, both in Guyana and overseas.
2.6 To associate with any non-profit organization involved in assisting Guyanese in Guyana and elsewhere.
2.7 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 contribution 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 the association of such persons 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 the following:
Immediate Past President
Social Media Coordinator
Responsibilities of the Executive Committee shall be as specified in the By-Laws.
Ex officio officers can be directed to attend Executive Committee meetings as required.
In addition, Sub Committee(s) may be established, as directed by the Executive Committee, to develop and/or implement projects that are being promoted by the QCAANY. The establishment of sub-committees will be communicated to the general membership.
ARTICLE 8. AMENDMENTS TO THE CONSTITUTION
8.1 This Constitution may be amended at the Annual General Meeting by the affirmative vote of at least two-thirds of members who are eligible to vote, provided that the proposed amendment was submitted in writing or by electronic mail to the Secretary, at least six (6) weeks in advance of the Annual General Meeting. Absentee votes as specified in the By-Laws shall be included in determining the outcome of the vote.
8.2 The Secretary shall circulate all proposed amendments to the Executive Committee within seven (7) days of receipt of such proposed amendments.
8.3 The Executive Committee shall vote to determine whether or not such proposed amendments are to be presented to the general membership for possible action.
8.4 Should the Executive Committee decline to introduce a proposed amendment for consideration by the general membership, the proposal may still be introduced at the Annual General Meeting, provided that at least a quorum of members sign a written request for consideration of the proposal.
8.5 The Secretary shall give due notice of a proposed amendment to all members of The Association. The notice shall be in writing, electronic mail or a combination of these and shall be sent out together with the notice convening the Annual General Meeting.
ARTICLE 9. ASSOCIATION MEETINGS
9.1 Regular Members’ 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. The Executive Committee may, under extraordinary circumstances which may arise upon occasion, cancel a scheduled monthly meeting, but shall in no instance cancel two consecutive monthly meetings.
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 six (6) members in good standing, three (3) of whom must be members of the Executive Committee.
9.1.e A minimum of ten (10) members in good standing must be present to make decisions that are binding on The Association.
9.2 Annual General Meeting:
9.2.a An Annual General Meeting shall be held no more than fifteen (15) months after the previous Annual General Meeting, provided that the meeting is held 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 provisions of paragraphs 9.1.b and 9.1.c with respect to lack of notice and lack of quorum shall also apply to the Annual General Meeting.
ARTICLE 10. THE EXECUTIVE COMMITTEE
10.1 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 the subsequent election whether or not in a similar capacity.
10.2 The election may be by ballot or by a show of hands, as the Returning Officer shall decide.
10.3 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.
10.4 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 two weeks’ notice prior to the next regular meeting, where the Committee member will be given an opportunity to be heard.
10.5 The Executive Committee shall meet at least once per month as such times and in such places as the Executive Committee shall decide. Four (4) members of the Executive Committee shall constitute a quorum for such meeting.
10.6 All decisions of the Executive Committee shall be by simple majority of those present and voting, save as specifically required by the Constitution.
10.7 The President and the Secretary shall together execute any contract or deed required to be executed by, or on behalf of, The Association.
10.8 All checks and drafts shall be signed by any two of the President, the Treasurer or the Secretary. In the event that two of the three are unavailable, the Assistant Secretary-Treasurer will be empowered to be a signatory.
ARTICLE 11. AMENDMENTS TO THE BY-LAWS
11.1 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 Article 13.1 shall be due prior to the Annual General Meeting in the amount laid out in the By-Laws. This represents payment for the year which commences the month the Annual General Meeting is held.
13.3 A member who has paid the current dues shall be deemed a member in good standing.
13.4 All members in good standing may vote in person on any issue where a vote is required, except as noted in Article 13.7.
13.5 All persons entitled under the Constitution to be members of The Association shall become members by paying dues.
13.6 All Members of The Association, whether in good standing or not, may vote at any regular meeting (except as noted in Article 13.7).
13.7 All Members of The Association who are neither in good standing, nor are alumni of the Queen's College of Guyana, shall be Honorary Members only and shall not be entitled to vote for 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 THE QUEEN’S COLLEGE OF GUYANA ALUMNI ASSOCIATION, NEW YORK INC.
The following are the By-Laws of the Queen's College of Guyana Alumni Association, New York Inc. 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. The By-Laws shall be adopted by the membership of the Association and shall govern the day-to-day activities and procedures of the Association. At no time may the By-Laws conflict with The Association’s Constitution.
BY-LAW 1.0. ADDRESS OF THE ASSOCIATION
The mailing address and physical address of The Association shall be:
BY-LAW 1.1 MAILING ADDRESS
3709 Avenue M
Brooklyn, NY 11234
BY-LAW 1.2 PHYSICAL ADDRESS
The Corinthian Lodge
101 Newport St. (between Thomas Boyland Blvd. and Amboy Street)
Brooklyn, NY 11212
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:
The President shall supervise the affairs of The Association. The President shall call to order and preside over 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. The President shall also make an annual report to members at the Annual General Meeting for the purpose of reviewing the year’s activities.
The Vice-President 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.
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.
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 The Association. The Treasurer shall be a signatory on all of The Association's Bank Accounts.
2.5 ASSISTANT SECRETARY-TREASURER
The Assistant Secretary-Treasurer shall function as a regular member of the Executive Committee and shall substitute for the Secretary or the Treasurer in his/her absence or upon his/her direction. During such substitution, the Assistant Secretary-Treasurer shall assume all the functional responsibilities of the Secretary or the Treasurer.
2.6 ORGANIZING SECRETARY
The Organizing Secretary shall be responsible for overseeing the organization of all fund-raising events of The Association. He/she shall work closely with the Secretary and be a member of all committees engaged in arranging various functions of The Association.
BY-LAW 3.0 BANK ACCOUNTS AND SIGNATOR1ES
3.1 The Executive Committee shall be 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 four signatures:
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 or 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:
JP MORGAN CHASE 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 fifty United States dollars ($50) per annum, payable at any time during The Association year, or as otherwise agreed to by the general membership.
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.
4.9 Any regular member of The Association who is in a 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.