BY LAWS
OF
THE BISHOP DAVID ALUMNI ASSOCIATION, INC
January 1, 2020
I. NAME
The name of this corporation shall be The Bishop David Alumni Association, Inc. Throughout these by-laws the corporation shall be referred to as “BDAA”.
II. STATEMENT OF PURPOSE
The purpose of BDAA is to promote, sustain and develop:
A) Christian fellowship with BDAA members;
B) friendships developed while attending our beloved Bishop David High School;
C) the unique spirit bestowed upon all who were a part of Bishop David High School;
D) educational and charitable grants to memorialize the spirit and memory of Bishop David High School so its spirit may be passed on to the generations of the future.
III. MEMBERSHIP
A) Membership in BDAA is open on a non-discriminatory basis to all who are interested in keeping alive the memory and spirit of Bishop David High School.
B) There are no classes of membership; any member is eligible to serve on the Board of Directors of the BDAA.
C) Membership is granted upon receipt of annual dues with demonstration of applicant’s compliance with the criteria for membership as established by the Board.
IV. ORGANIZATIONAL STRUCTURE
Board of Directors
A) The business and affairs of BDAA shall be managed by the Board of Directors (the Board).
1. Composition: The Board shall be composed of at least 7 but no more than 21 members, including the five officers and the immediate past president, whose sole qualification is service in the prior office.
B) The members of the Board shall be elected for a term of two (2) years by a majority vote of the membership at its annual meeting (held in January) starting in 2020. Any board member shall be eligible for an additional two-year term. However, after serving two consecutive terms on the board (a total of four years), that member shall be required to sit off the board at least one year before again running for election to the board.
C) Beginning in the 2020 year, the Board shall be a rotating one, with half the members rotating off each year and new members taking their place. For the 2020 election, half of the members shall serve only one year, this half to be determined by a random drawing.
D) Quorum. At any meeting of the Board, seven (7) members shall constitute a quorum for the transaction of business.
E) Duties and Responsibilities. The Board shall have the responsibility and authority for:
1. The development and execution of action plans to implement and accomplish the goals of BDAA as established in its Articles of Incorporation, By-Laws and by the general membership at the Annual Meeting;
2. Filling any vacancy on the Board except immediate past president and filling any interim appointment for any officer position vacated mid-term, but such appointment shall be for the remainder of the term of that office;
3. Meeting at least three (3) times each year, one of which may coincide with the Annual Meeting;
4. Setting the date, time and location of its regular Board meetings;
5. Additional Board meetings may be called by the President or by one-half (½) membership of the Board, provided there is three (3) days’ notice;
6. Considering for dismissal any member of the Board who is performing in such a way that is not in the best interests of the Association;
7. Conducting and certifying an annual audit of BDAA’s finances;
8. Soliciting funds for BDAA’s grants to education and charity, and special projects
Officers
The officers shall be: President, President-Elect, Secretary, Treasurer, and Sergeant at Arms. The officers shall be elected for a two-year term at the Annual Meeting on the even-numbered years, beginning in 2020 for a two-year term.
Duties of Officers:
1. The President and President-elect are responsible for overall coordination of the administration and services of BDAA. The President-Elect shall fill any unfulfilled term of the President. Among other necessary duties, they shall:
a. Represent the interests and aims of BDAA to the public;
b. Facilitate the general, annual, and Board meetings;
c. Be accountable for the overseeing of tasks designated to the different administrative areas and for adherence the BDAA By-Laws.
2. The President-Elect shall act for the President when the President is absent or unavailable for any reason.
3. The Secretary is responsible for coordination of the Communications Committee of BDAA, and for the organization of all internal and external communication. Among other necessary duties, the Secretary shall:
a. prepare minutes of Board meetings;
b. organize the submission of articles and printing of the BDAA newsletter;
c. write and send any needed correspondence or memoranda;
d. send meeting notices;
e. prepare press releases of regular meetings and selected events of BDAA; and
f. submit notices to the media of current events.
4. The Treasurer is responsible for coordination of the Membership Committee of BDAA, and for all membership services. Among other necessary duties, the Treasurer shall:
a. in consultation with the Board, submit an annual report and budget to be approved by the general membership at the Annual Meeting;
b. maintain accurate financial records of all membership accounts;
c. maintain a mailing list of all members and other interested persons;
d. deposit all monies received from dues in the BDAA bank account; and
e. prepare a written monthly financial report to be submitted to the Board.
5. The Sergeant at Arms is responsible:
a. for the opening and closing of all meetings;
b. orderly conduct of each meeting;
c. for the verification and certification of the vote at every meeting; and
d. for all other tasks as directed by the President and the Board.
6. Personal liability or benefit:
a. No officer, Board member, or other individual shall receive direct benefit from the net earnings of BDAA, nor is entitled to share in the distribution of assets in the event of BDAA’s dissolution.
b. No officer, Board member, or other individual shall have personal liability for the discharge of his/her responsibilities and duties in furtherance of the purposes of BDAA.
V. COMMITTEES
Any standing or temporary committees formed to further the goals and purposes of BDAA shall meet at a time and location of its own determination, after consultation with the Board. These committees include, but are not limited to, the following:
1, By-laws Committee;
2. Historical Committee;
3. Membership Committee;
4. Public Relations Committee;
5. Nominating and Elections Committee shall submit a slate of nominees to the membership at the December meeting to be considered and voted upon by the membership along with any other nominations made from the floor at the Annual Meeting in January. This committee shall also conduct all BDAA elections.
VI. MEETINGS
A. Annual Meeting. BDAA membership as a whole shall meet at least once annually. The Annual Meeting shall be held on the second Wednesday of January. The Board has the power to change the date, if necessary.
B. Notice of time and place will be given at least two weeks before the meeting takes place.
C. Special Meetings. A special meeting of the membership may be called by one-third (⅓) of the members and it shall require seven (7) days’ notice.
D. Disbursement of Funds. All checks must be signed by the Treasurer. Checks over two-thousand dollars ($2,000.00) shall be approved by the President.
VII. FISCAL YEAR
The fiscal year shall be the calendar year.
VIII. DISSOLUTION OF THE BISHOP DAVID ALUMNI ASSOCIATION
A. A motion of dissolution can be made by an active member to the Board of Directors and affirmed by a ⅔ majority of the duly elected members of the Board and presented at the general meeting and affirmed by a ⅔ majority of the members present.
B. The process of dissolution will be under the control of the duly elected officials of the association under the direction of the Board of Directors.
C. After dissolution the assets of the Bishop David Alumni Association will be sold and the proceeds deposited in the Bishop David Alumni Scholarship Fund.
D. The Bishop David Alumni Association Museum will be dissolved and the contents given to Holy Cross High School.
E. A notice of dissolution shall be reported to dues paying members.
IX. AMENDMENTS TO THE BY-LAWS
The by-laws may be amended by first referring the suggested amendment to the by-laws Committee for study and recommendation to the Board. After Board approval, the recommended by-laws shall be submitted to the next regular meeting of the membership.
X. NECESSARY AND PROPER ORDERS AND RESOLUTIONS
The Board may make and pass any necessary and proper order or resolution to effectuate and carry out any expressed provisions of the Articles of Incorporation or these by-laws.
To view our Articles of Incorporation, view the attachment below: