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AACHSA By-Laws – ALUMNI ASSOCIATION OF COMPREHENSIVE HIGH SCHOOL, AIYETORO

 By-Laws Of the

ALUMNI ASSOCIATION OF COMPREHENSIVE HIGH SCHOOL, AIYETORO (AACHSA)

 United States Chapter

AACHSA By-laws

ARTICLE I

OFFICES

Section 1.    Principal Office

The principal office of the ASSOCIATION for the transaction of its business shall be located in any State within the United States of America as designated from time to time by the Board of Directors.

Section 2.    Change of Address

The City of the ASSOCIATION’s principal office can be changed only by amendment of these Bylaws. The Board of Directors may, however, change the physical office from one location to another within the named City by noting the changed address and effective date below. Such changes shall not be deemed an amendment of these Bylaws.

Section 3.    Other Offices

The ASSOCIATION may also have offices as such other places, within United States, where it is qualified to do business, as its business may require and as the Board of directors may from time to time, designate.

ARTICLE II

PURPOSE

Section 1. Purpose, Goals and Objectives

Section 1Purpose:

The Board of Directors shall define the short and long term goals of the ASSOCIATION and guide the ASSOCIATION towards achieving these goals.

The primary purpose of the Association shall be:

1.1       To Provide an avenue and opportunities for the coming together of the alumni of Comprehensive High School, Aiyetoro, herein after referred to as Compronians, both resident in Nigeria and abroad.

1.2       To Foster the spirit of cooperativeness and togetherness amongst Compronians.

1.3       To Generate funds to provide scholarships, achievement awards for meritorious students, and annual awards for distinguished faculty and students of Comprehensive High School, Aiyetoro. (Comprehensive High School, Aiyetoro is herein after referred to as Compro.)

1.4       To help Restore and maintain Compro’s infrastructure and instructional facilities.

1.5         In order to meet its goals, the organization can solicit, collect and receive funds and possible other assets by gift, contribution, devise and bequest or otherwise, and hold the same in trust for the uses and purposes for which this ASSOCIATION was organized.

ARTICLE III

MEMBERSHIP

Section 1. Application:

In no case should an applicant be discouraged from making application for personal reasons, type of employment, race, color, religion, sex, age, or national origin, as defined in Title VII of the Civil Rights Act of 1967 of the United States of America.

 Section 2.        Membership Dues:

The annual membership dues, payable in advance, shall be as follows:

2.1       Voting:      $150.00

2.2       Honorary:  $150.00

2.3       Associate:  $150.00

Section 3.        Dismissal:

 3.1.      Any Member, in any grade or office, is subject to dismissal from the Association for any of the following offenses:

a. Conviction of a felony in any court of competent jurisdiction under the laws of the United States of America.

b. Improper conduct or action against the Association.

c. Non-payment of dues.

d. For violation of conduct as specified in Article III, Section 4 of the Constitution.

3.2       For dismissal of any Member for any offense listed in paragraph A. of this section other than non-payment of dues, such member’s name and the offense(s) alleged shall be presented at an Executive Committee Meeting and decision for dismissal shall be determined by majority vote of Officers present.

3.3       It shall be the duty of the Executive Committee to adjudge the commission or non-commission by any Member of any offense set out in Section 3A. except non-payment of dues. Upon being notified, it shall be the privilege of the member to appear before the Executive Committee for the purpose of defense. Should it be adjudged by the Executive Committee that an offense as set forth in Section 3.1 has been committed, it shall be the duty of the Executive Committee to remove that member from membership.

ARTICLE IV

ELECTIONS

Section 1. Officers:

Officers shall be elected by the Membership at the Annual Membership Meeting as set forth in the Constitution. Officers must be current members of the Association in good standing for at least 6 months prior to nomination.

Section 2. Methods of Election:

Election of officers shall be held in the following formats:

2.1       Nominees for any of the offices may be nominated from the floor.

2.2       When only one (1) candidate for each office is nominated, the nominee(s) shall be elected by acclamation.

2.3       When more than one (1) candidate is nominated for any office, a secret ballot vote shall be conducted.

3.4       All Officers shall be ex officio members of all committees.

Section 3. Honorary Membership:

3.1       Any Member may nominate an individual for Honorary Membership by written presentation to the Executive Committee.

3.2       Election to Honorary Membership shall be by affirmative vote of the Association’s Executive Committee and announced at the next Annual Membership Meeting.

ARTICLE V

DIRECTORS

Section 1        Number and Qualifications

1.1     The ASSOCIATION shall have Seven (7) directors and collectively they shall be known as the Board of Directors of AACHSA. This number may be changed to another odd number of directors by amendments, and/or adoption of a new Bylaw. However, the maximum number of Board Members shall not exceed Nine (9).

1.2       All directors shall be former students, teachers or administrators of COMPRO  who have strong interest in advancing the purposes of the organization and residents or citizens of the United States.

1.3       Directors shall have the willingness and ability to raise funds from other private associations, government agencies and other appropriate institutions and/or individuals, if and when necessary.

Section 2: Nomination and Appointment of Board of Directors

The Board of Directors shall be nominated and appointed as follows:

2.1         The President of the ASSOCIATION shall nominate two of the seven member board of directors.

2.2         The last two (2) preceding President shall automatically be part of the Board.

2.3         The remainder shall be nominated and appointed by the membership at large during an annual meeting of the ASSOCIATION

Section 3: Directors Terms of Office

3.1         The terms of office of the Board of Directors shall be as follows for two years each.

3.2         Subsequent terms of all Board members shall be three (3) years.

3.3         No Director may serve for more than two terms, for a total of Five (5) years.

3.4         The Chairman, Vice Chairman, Secretary of the Board, shall initially be appointed for  a three-year term and shall be due for reappointment for another two-year term after the third year. At the end of the fifth year, the remaining four (4), (who would have served a total of 5 years) shall “term out” and their positions shall be due for re-appointment. Subsequent terms of all Board appointed members shall be three (3) years.

3.5         The term for each member commences once their appointments have been ratified by the membership at large. All appointed members shall be ratified no later than the end of February of the following year.

Section 4: Powers and Duties of The Board

The Power of the ASSOCIATION shall be vested in its Board of Directors who shall duly direct its officers.

It shall be the duty of the directors to:

4.1         Raise funds for AACHSA, if and when necessary.

4.2       Manage and invest funds for the ASSOCIATION to achieve the goals and objectives   of AACHSA.

4.3       Perform any and all duties imposed on them collectively or individually by law, by the Articles of incorporation of this ASSOCIATION or by these Bylaws;

4.4         Direct the operation of the ASSOCIATION.

4.5       Supervise all officers, agents of the ASSOCIATION to assure that their duties are performed properly;

4.6         Meet at such times and places as prescribed by these Bylaws;

4.7         File annual report(s) as otherwise required by laws of the ASSOCIATION.

Section 5: Compensation

5.1     Directors shall serve without compensation except they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Article 3, sections 4.1 through 4.7of this Bylaw. Directors may not be compensated for rendering services to the ASSOCIATION in any capacity. Reimbursements shall only be made when approved by the Board. No reimbursements shall be made without valid receipts

 Section 6   Meetings

6.1       Places of Meetings

Meetings may be held at the principal office of the ASSOCIATION or other places deem fit by the Board or at such place within or outside the United States of America, which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the ASSOCIATION shall be valid only if held with the written (electronic or paper) or telephone consent of 5 of 7 of the directors given either before or after the meeting and filed with Secretary of the Board. Travel to such a meeting held outside of the principal office shall not be a reimbursable expense. Any meeting, regular or special, may be held by Tele-conference or similar communications forum, so long as all directors participating can clearly communicate with one another.

6.2         Regular and Annual Meetings

Regular meetings of the Directors shall be held when members have agreed to meet or when a meeting is duly called by the chairperson or requested by at least three members of the Board. An annual meeting of the Board may be held on location, during a regularly scheduled meeting of the AACHSA or its annual convention.

6.3        Special Meetings

Special meetings of the Board of Directors may be called by the Chairperson of the Board, other officers of the ASSOCIATION and such meetings shall be held as permitted in Article 3, section 7 of this Bylaw.

6.4          Notice of Meetings

Regular meetings of the Board shall be by notice, and. It shall be held upon seven (7) day notice by first-class mail, email telephone or facsimile. Directors shall confirm the receipt of the notice by email. Such notices shall be addressed to each Director at his/ her electronic address or facsimile address as shown on the books of the ASSOCIATION.

6.5          Contents of Notice

Notice of meetings shall specify the date, hour and location/forum of the meeting (if any). At least one teleconference option allowing Directors to participate as specified in Article 3, section 7 shall be included in the notice. The purpose of any Board meeting or proposed agenda need not be specified in the notice.

6.6           Waiver of Notice and Consent to Holding Meetings

The transactions of any meeting of the Board, however, called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum was formed as defined in Article 3, section 15 and provided either before or after the meeting each director not present, gives consent and approval of the meeting thereof. All consents and approval shall be filled with the ASSOCIATION records or made a part of the minutes of the meeting.

6.7             Attendance

Directors shall attend 75% of all meetings annually, including special meetings, unless they request in writing that they be excused from specific meetings and such excuse need to be approved by the Board during the scheduled meeting. The attendance year will be a twelve-month period, beginning from the meeting in which the Director is elected. Failure to adhere to this attendance policy may result in removal of a member from the Board of Directors. A Director may be removed by a majority vote of the Board, if he/she fails to attend than 40% of all meetings in 2 years (excused or un-excused). Once the Board decides to remove a member, the President of the AACHSA, must appoint another member to finish the term. The President of the AACHSA must communicate such decision to the AACHSA Board.

6.8              Quorum For Meetings

a. A majority of the directors shall constitute a quorum. To form a quorum, 5 of the 7 members must be pre Except as otherwise provided in these Bylaws or in the Articles of incorporation of this ASSOCIATION or as amended by the provisions of this by-law No business shall be considered by the Board at any meeting at which a quorum as hereinafter defined, is not present, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn.

b. For voting purposes, there shall be an odd number of members casting their vote at any particular meeting which a quorum is prese If an even number of Directors constitutes a quorum, the chairperson of the Board or the presiding officer shall not be eligible to vote.

c. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum, due to withdrawal of a director from the meeting. Provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of incorporation or Bylaws of this ASSOCIATION.

6.9            Majority Action As Board Actions

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of incorporation or Bylaws of this ASSOCIATION or provisions of United States Law, particularly those provisions relating to appointment of committees, approval of contracts or transactions in which a Director has a material financial interest and indemnification of Directors, require a greater percentage of different voting rules for approval of a matter by the Board.

6.10           Conduct of Meetings

Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the Chairperson Elect, or by other officers of the ASSOCIATION. The Secretary of the ASSOCIATION shall take the minutes of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary at the meeting. All meetings shall be conducted based on the standards as prescribed in book “Roberts Rules of Order.”

6.11      Actions By Unanimous Written Consent Without   Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all Directors consent in writing to such action.

6.12       Vacancies

a. Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

b. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by final order of court, or conviction of a felony, or been found by a final order or judgment of any court to have breached any duty as a Director under Law.

A position may become vacant for the following reasons:

  1. A director may be removed for cause by two-thirds majority vote of the Board of Directors of AACHSA on the recommendations of the President or Chair person of the Board of Directors of AACHSA.
  2. Resignation of a Director is effective upon giving written notice to the Chairperson of the Board, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation
  3. Vacancies on the Board may be filled temporarily by appointment by the Chairperson until such time as the President fills the vacancy. A person appointed to fill a vacancy as provided by this Section shall hold office until the term of the vacant office expire

6.13      Non-Liability of Directors

The directors shall not be personally liable for the debts, liabilities or other obligation of the ASSOCIATION. Likewise, the ASSOCIATION shall not be liable for the debts, liabilities or other obligation of any Director. Directors can however be held liable for a collective decisions made in breach of these By-laws or any Federal, State or local laws.

6.14      Indemnification By Association of Directors

To the extent that a person who is, or was, a director, officer, employee or other agent of this ASSOCIATION has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. It is understood that accepting the responsibility of a Director under this ASSOCIATION shall forfeit the right of individuals to sue the ASSOCIATION under any circumstances within or outside the United States.

6.15         Grounds Or Cause For Removal Of Board Member Or Officer

Gross ignorance of official duties, gross carelessness in the discharge of assigned duties, unfitness or inability to promptly and properly discharge official duties because of a serious physical or mental defect that did not exist at the time of the officer’s election, intentional, unlawful behavior.

 ARTICLE VI

OFFICERS

Section 1                     Composition of Officers

1.1       The officers of the Association shall consist of a President, a Vice President, a Vice President of Conference, an Administrative Director, a Treasurer, and such other officers as the Executive Committee may from time to time determine.

1.2       The President, Vice President of Conference, Administrative Director, and Treasurer shall be elected from nominees by members of the Association.

1.3       The President shall select his/her Vice President from Membership. The individual selected to be Vice President must be either a voting or an honorary member.

1.4       The election of Officers by members of the Association shall be as provided by the By-Laws.

Section 2                     Terms of Officers

2.1       To be eligible for election to these offices, the officer elect must, at the time of election, be a member of the Associations for a period of not less than 6 months.

2.2       The term of all newly elected Officers shall begin at the beginning of New Business of the Annual Meeting of Compro Reunion. Officers shall continue in their respective offices for two years or until their successors have been elected and have accepted their offices.

2.3       Officers shall take office immediately after election and shall hold office for the period for which they are elected. They are disqualified as nominees for re-election after holding offices for two consecutive terms immediately preceding the current election period.

2.4       The ranks of Officers are: President, Vice President, Vice President of Conference, Administrative Director, and Treasurer. In the event of a vacancy in any office, the Executive Committee shall appoint a member of the Association to serve the unexpired term.

2.5       The officers shall perform the duties legally or customarily attached to their respective offices under applicable laws and as set forth in the By-Laws and such other duties as may be required of them by the Executive Committee.

2.6       The President shall preside at all meetings of the Executive Committee, and in the absence of the President, the Vice President shall preside.

Section 3                     Executive Committee

3.1       The Executive Committee shall consist of the current duly elected Officers and the immediate past President.

3.2       Should a vacancy occur on the Executive Committee due to resignation or other causes, a qualified Member should be appointed by the Executive Committee to serve the unexpired term.

3.3       The Executive Committee shall have complete charge and control of the entire property and affairs of the Association and its decision in such matters shall be final.

3.4       The Executive Committee, and each of them, in the management of the business affairs and property of the Corporation, and in the selection, supervision, and control of its committees, and of the agents of the Association, shall exercise vigilance, diligence, and prudence in the performance of their duties.

3.5       A meeting of the Executive Committee will be held following the International Membership Meeting of the Association. Other meetings of the Executive Committee may be held at such times and places as the majority of the Executive Committee may decide.

3.6       Quorum and Voting:  A majority of the Officers must be present or represented by proxy at a duly called meeting of the Executive Committee to constitute a quorum for the transaction of business. Any action passed by a majority of vote of the quorum of the Executive Committee shall be valid and binding upon the Association. A majority of the votes cast, in person and by proxy, shall decide all questions before the Executive Committee unless otherwise provided in this Constitution.

Section 4                     Removal and Resignation of Officers

4.1     Removal:        The Board of Directors may remove any officer, including subordinate officer for cause, at any time upon voting by Two-Thirds majority of the board member. Any officer so removed, ceases to be a member of the Executive Committee.

4.2     Resignation:   Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairperson or Secretary of the Board at least 30 days in advance. Any such resignation shall take effect on the date specified. The acceptance of such resignation shall not be necessary to make it effective.

4.3      Vacancies:  Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any member of the Board shall be filled by the President subject to the approval of the Board of Directors. Any vacancies in the Board offices shall be nominated at the discretion of the Board chairperson.

Section 5         Duties of Officers

5.1            President:  The President shall be the Chief Elected Officer of the Association

a. He/She shall preside over the Executive Committee, and shall represent the Association at the Annual Membership Meetings;

b. Appoint all committee chairs except Constitution & By-Laws, Executive, Finance and Conference Committees.

c. The President, as Chief Elected Officer of the Association, shall be vested with the authority to issue directives for the purpose of conveying operating instructions that are necessary to fulfill the duties of his/her office. These directives shall be in accordance with the Constitution and By-Laws of the Association.

d. The President may establish such committees, subcommittees, or divisions thereof as he/she may deem necessary for the proper functioning of the Association.

e. The President shall be the administrative authority of the International Office and with the approval of the Executive Committee shall employ whatever services are necessary to properly administer the Association.

f. The President shall present to the Executive Committee at their annual meeting an Annual Report which shall consist of:

g. Highlights of activities and accomplishments of the Association for the fiscal year.

h. Status of membership.

iii. Future outlook.

5.2             Vice President:

a. It shall be the duty of the Vice President to serve in the absence of the President.

b. In the event of incapacitation or incompetency of the President, the Vice President shall carry out all the duties of the president until such time that a new election shall be conducted but in no event beyond the term of the President.

5.3            Administrative Director:

a. It shall be the duty of the Administrative Director to keep the minutes of all Executive Committee and International Membership Meetings. The minutes of these meetings shall be filed at the International Office. Copies shall be distributed to Officers.

b. Shall serve as chair of the Constitution & By-Laws Committee.

c. Shall, subject to the directions of the President and/or Executive Committee, be the chief staff officer of the Association.

d. He /She shall have custody of the books and records, and the corporate seal of the Association; shall keep a correct roster of all members, with their last known address; and shall maintain a proper record of all dues, assessments, and contributions received, which shall be reported to the Executive Committee.

e. The Executive Director shall sign all Corporate Records and documents whereunto a signature shall be lawfully required.

f. Shall perform such other duties as are delegated by the President and/or the Executive Committee.

5.4          Treasurer:

a. Shall have responsibility for the monies and properties of the Association.

b. The Treasurer shall make arrangements with the Administrative Director to handle such accounting duties as may be appropriate as long as proper audit and accounting procedures are met.

c. Shall see that monthly financial reports are prepared and distributed to the Officers.

d. Shall serve as Chair of the Finance Committee.

e. Shall present at the annual Membership Meeting a report for the fiscal year ending the previous December 31.

f. Shall perform in addition such other duties as may be delegated by the Executive Committee.

5.5         Vice President of Conference:

a. The Vice President of Conference shall work closely with the other Officers in coordinating matters pertaining to the business, organization and administration of the Association.

b. Shall be responsible for development of the programming of the Annual Meeting of the Association.

c. Shall serve as Chair of the Conference Committee.

d. Shall perform such other duties as are delegated by the President and Executive Committee.

 5.6          Media Director:

The Media Director shall be appointed by the President. He / She shall maintain and keep operational all the media assets of the Association which comprise of but not limited to document repositories, websites, all digital media, electronic tools. These media tools shall be adequately archived to facilitate recovery in case of disaster. In addition to the above, the Media Director shall perform the following specific duties:

a. Maintain the Association’s website(s) by updating existing pages, add new pages and archive pages that are no longer needed.

b. Manage the digital repository to ensure that documents are easily stored and retrieved.

c. Be the administrator of the repository.

d. Add users, remove users, reset user password, grant user access to folders and/or documents.

e. Initiate and respond to request(s) from the vendor of the repository system.

f. Communicate to the users any major structural change to the system.

g. The Media Director shall also ensure that all messages from the President, Administrative Director and other officers of the executive are timely communicated to the alumni members

Section 6.        Ad-Hoc Committees  

6.1       Constitution and By-Laws Committee

This committee shall consider and report on all pertinent matters referred to it in addition to its other duties as set forth in the Constitution.

 6.2       Finance Committee

a. Shall consist of the Treasurer and the Administrative Director.

b. The Finance Committee shall make recommendations to the Executive Committee as to investments, and when called upon by the Executive Committee, advise upon financial questions.

c. The Treasurer shall be responsible for obtaining a professional audit of the Association’s books and present results to the members at the Annual Membership Meeting.

d. The Finance Committee Chair shall propose a budget for the coming year and submit the budget in writing in advance to the Executive Committee for its Fall Board Meeting for review and approval.

Section 7         Other Committees

The ASSOCIATION shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as “advisory” committees.

Section 8       Meetings and Action of Committees

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors. Such changes in the context of such Bylaw provisions as are necessary shall substitute the committee and its members for the Board of Directors. The time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also fix the time for special meetings of committees and may adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

Section 9         By a majority vote of its members in office, the Board may at any time revoke or modify any or all of the authority so delegated. Increase or decrease the committee members if necessary. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

ARTICLE VII.

MEMBERSHIP

Section 1. Membership Category

No Member shall become vested of any right, title or interest of, in, or to any property of the Association except as provided by law. Each member shall be subject to such rules as the Executive Committee may establish. Each Member is entitled to those services and provisions as designated by the Executive Committee. Membership in the Association shall be classified as follows: voting, associate, and honorary.

1.1  Voting Member:             Voting membership is limited to alumni, past and currently enrolled students, past and present faculty and staff of Compro. Any eligible alumnus, past and currently enrolled students of Compro, past and present faculty and staff of Compro who completes a membership application online or by filing an application with the Association’s Administrative Director shall be a voting member. A Voting Member carries full voting privileges and is eligible to hold any office according  to the election rule prescribed in the bylaws.

1.2 Associate Member           Any eligible individual who is not an alumnus, a past or currently enrolled student of Compro, a past or present faculty or staff of Compro that completes a membership form shall be an associate member upon submitting a membership form with the Administrative Director. An Associate Member does not have voting privileges and is not eligible to hold any office.

1.3  Honorary Member: Any person giving outstanding service to the organization may be voted in for honorary membership by the Executive Committee. An Honorary Member carries full voting privileges and is eligible to hold any office except for the Presidency of the Association.

Section 2. Annual Membership Dues

2.1 Voting Member: The annual dues for voting membership shall be as fixed at $150.00 per member.

2.2  Associate Member:  The annual dues for associate membership shall be fixed at $75.00 per  member.

2.3   Honorary Member:  Annual dues for honorary membership shall be fixed at $50.00 per member.

2.4  No Member shall be entitled to any refund of dues upon severing his/her connection with the Association. Transfers are acceptable if the transferee qualifies.

2.5  All delinquent annual membership dues shall be paid in full in order for a member to enjoy full privileges, including attendance at the Annual meetings and events and voting on issues presented.

2.6  No additional dues or assessment shall be levied upon any member by any hosting venue or city, unless such additional due or assessment shall be approved and ratified by majority vote of the Board of Directors.

Section 3. Annual General Membership Reunion Meeting. (Compro Reunion)

3.1  The Annual Meeting of the Association, which is known as the Compro Reunion, shall be held once during the fiscal year. This meeting shall be held at a place and time as designated by the Executive Committee. A special meeting of the Members may be called by the Executive Committee or whenever twenty five percent of the voting Members request such a meeting. The Compro Reunion shall be held for the purpose of conducting Association business and electing and/or commissioning members to the Executive Committee as set forth in the By-Laws. All alumni of the school who reside outside the borders of the United States are welcome to attend annual event.

3.2    A majority of the votes cast shall decide all questions before the Members unless as otherwise provided in this Constitution. The minutes of the Membership Meeting shall be filed with the records of the Association.

3.3     Costs:  The costs of the annual general meeting shall be carried by the Association in full and under the direction of the Executive Committee. No extra dues or assessments shall be levied against any member by the host city or venue unless approved by the Board of Directors and the Executive Committee.

3.4     Reimbursement: The host city or venue shall be reimbursed by the association for costs of hosting the annual general meeting provided that such costs MUST have been approved in advance by the Executive Committee.

3.5        Schedule of Events: The host city or venue shall clear all scheduling of events and guests appearances with the Executive Committee and placing of such documents on the Association’s website shall be through the office of the Media Director unless the Media Director directed otherwise.

REGIONAL COUNCIL

 1.1

a. Regional Councils shall be granted a Regional Charter by the Association upon request of its Members subject to approval of the Executive Committee after ascertaining the following: A Regional Council shall have a minimum of fifteen (15) members who are current members of the Association.

b. Regional Council shall elect a President, Vice President, Secretary, and Treasurer. Election of Regional Council Officers shall be held at a regular Regional Council meeting. A list of the newly elected Officers shall be submitted to the International Office.

c. Regional Council, to qualify for allocation of dues, must hold a minimum of three (3) regular membership meetings per year. Regional Council must submit to the International office a copy of minutes of each regular and executive meeting.

d. Regional Council shall appoint such committees as are required to maintain the programs of the Regional Council.

e. Regional Council may select a Regional Council member for Outstanding Regional Council Activity and present a Certificate of Award during the International Conference.

 1.2

a. Regional Council may, in order to protect their financial obligations, charge a service fee for lunches, dinners or other events sponsored by the Regional Council, providing such service fee does not exceed fifty (50) percent of the cost. No additional dues shall be charged by Regional Council.

b. Any event which Regional Council sponsors requiring a financial guarantee (beyond the current financial resources of the Regional Council) must be approved by International Office prior to commitment to such financial obligation. Any expense to any program initiated by the Association, but implemented by the Regional Council, shall be the obligation of the Association.

1.3       Regional Council must conform to spirit of the requirements set forth in the International Constitution and By-Laws.

1.4       Regional Council, for operating purposes, may prepare House Rules to cover such rules or operations that are not covered in the International By-Laws, but in no case are Regional Council House Rules to be in conflict with International Constitution and By-Laws.

1.5       A Regional Council may have its Charter revoked, subject to the decision of the Executive Committee, when the membership assigned to the Regional Council is less than fifteen (15), or when the Regional Council does not conform to the provisions for the Charter of the International Constitution and By-Laws.

 

 ARTICLE VIII

INTERNATIONAL OFFICE:

1.1

The International Office of the Association shall be maintained under the direction of the Executive Committee.

1.2

The International Office shall be administered by the Administrative Director.

1.3

At the International Office, functions of the Association shall be performed as follows:

a. The International Office shall coordinate correspondences, events, reunions, and all other functions of the Association with the United Kingdom and the Nigerian Chapters.

b. Maintain the business, correspondence, membership, and other files pertinent to the operation and administration of the programs and affairs of the Association.

c. Prepare or have prepared all printed material, including the Association’s Official Publication, required for the proper function of the Association.

d. Recommend policies, procedures and programs to the Executive Committee for improving and expanding the services of the Association to its membership, industry, schools, government, allied societies and the public.

e. Provide assistance to and correlate activities of the Executive Committee.

f. Maintain an off-site security copy of Membership, Financial, Property, and other files deemed irreplaceable.

 

ARTICLE IX

 EXECUTION OF INSTRUMENTS, INVESTMENTS, DEPOSITS AND FUND RAISING

Section 1.                    Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any member of the Board or agent of the ASSOCIATION to enter into any contract or execute and deliver any instrument in the name of and on behalf of the ASSOCIATION. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the ASSOCIATION by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2.                    Checks, Contracts, and Notes

Contracts promissory notes, orders for the payment of money, and other evidence of indebtedness of the ASSOCIATION in excess of $1,000 to the any individual, partnership or corporation in any fiscal year, require approval by the Board of Directors. The Treasurer and the Chairperson of the ASSOCIATION shall sign such instruments. Only checks and drafts in excess of $1,000 in case of mortgage payments, previously approved by the Board shall be paid by the Treasurer monthly.

Section 3                     Investments:

The Board is responsible for making financial investments as recommended by the investment committee.

Section 4                     Fundraising:

Fund Raising events may be initiated by the Board. When such activities are initiated, the ASSOCIATION will mobilize all its Chapter members to participate.

Section 5                     Deposits

All funds of the ASSOCIATION shall be deposited from time to time to the credit of the ASSOCIATION in such banks, trust companies or other depositories as the Board of Directors may select.

Section 6.                    Gifts And Donations

The Board of Directors may accept on behalf of the ASSOCIATION any contribution, gift, donation, bequest, or devise for the charitable or public purposes of this ASSOCIATION.

ARTICLE X

CORPORATE RECORDS, REPORTS AND SEAL

Section 1.       Maintenance of Corporate Records

The ASSOCIATION shall keep at its principal office in the State of ________

1.1 Meetings minutes of the Board, Committees and special Board meetings, place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

1.2 Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

1.3 A record of its members, (if any), indicating their names and address

1.4 A copy of the ASSOCIATION’s Articles of Incorporation and Bylaws as amended to date, non-profit documentation from the IRS, shall be maintained by the Board’s Secretary and open to inspection when requested in writing by the AACHSA Board.

Section 2.                                  Corporate Seal

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the ASSOCIATION. Failure to affix the seal to corporate instruments, wherever, shall not affect the validity of any such instrument.

Section 3.                                  Board of Director’s Inspection

The Board of Directors shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the ASSOCIATION.

Section 4.      Membership Inspection  Rights

The membership shall have the following inspection rights.

1.1 To inspect and copy the records at reasonable times, upon five (5) business days’ prior written demand on the ASSOCIATION. The request shall state the purpose for which the inspection is being request

1.2     To obtain from the Secretary of the Board, upon written request to the Board, records of meeting minutes, financial records or other records of transactions. The request shall state its purpose and shall be made available on or before 10 business days after the request.

1.3 To inspect at any reasonable time the books, records, or minutes of proceedings of the Board or committees of the Board, upon written request on the ASSOCIATION by the Board of Director

Section 5      Right To Copy

The Board of Directors may request any inspection under the provisions of this Article.

Section 6      Annual Report

6.1     The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the ASSOCIATION’s fiscal year and the report shall contain the following information in appropriate detail:

a. The assets and liabilities, including the trust funds, of the ASSOCIATION as of the end of the fiscal year;

b. The major changes in assets and liabilities, including trust funds, during the fiscal year;

c. The revenue or receipts of the ASSOCIATION (both unrestricted and restricted to particular purposes. for the fiscal year);

d. The expenses or disbursements of the ASSOCIATION for both general and restricted purposes, during the fiscal year;

e. Any information required by Section 7 of this Article.

f. The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the ASSOCIATION that such statement were prepared without audit from the books and records of the ASSOCIATION.

g. The ASSOCIATION shall send the above annual report to the Board of Directors including any accompanying reports from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.

Section 7 Annual Statement of Specific Transactions

7.1     The Secretary of the Board shall mail or deliver to its directors, and the statement of specific and special transaction within sixty (60) days after the close of its fiscal year. A brief description of the circumstances of any indemnification of transaction shall be detailed.

7.2     The above statement need only be provided with respect to a transaction during the previous fiscal year.

7.3       Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the ASSOCIATION, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

 ARTICLE XI

FISCAL YEAR

Fiscal Year of The Association

The fiscal year of the ASSOCIATION shall begin on the 1st day of January and end on the last day of December of each year.

ARTICLE XII

 PROHIBITION AGAINST SHARING ASSOCIATION’S PROFITS AND ASSETS

No member, director, officer, employee, or other person connected with this ASSOCIATION or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the ASSOCIATION, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the ASSOCIATION; No such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the ASSOCIATION. All members, of the Board shall be deemed to have expressly consented and that on such dissolution or winding up of the affairs of the ASSOCIATION, whether voluntarily or involuntarily, the assets of the ASSOCIATION, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this ASSOCIATION and not otherwise.

 ARTICLE XIII

 CONFLICT OF INTEREST POLICY

 Section 1.        Purpose

 The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2.      Definitions

2.1   Interested Person

Any principal officer, or member of the Board with governing powers, who has a direct or indirect financial interest, as defined below:

If a person is an interested person with respect to any entity with which the ASSOCIATION does business.

2.2  Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family. An ownership or investment interest in any entity with which the ASSOCIATION has a transaction or arrangement.

a. A compensation arrangement with the ASSOCIATION with any entity or individual with which the ASSOCIATION has a transaction or arrangement, or

b. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the ASSOCIATION is negotiating a transaction or arrangement

c. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

d. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have conflict of interest only if the appropriate Board of Directors or committee decides that a conflict of interest exists.

Section 3.  Procedures

3.1 Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board of Directors delegated powers considering the proposed transaction or arrangement.

3.2     Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.

3.3      Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the Board of Directors or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the Board of Directors or committee shall determine whether the ASSOCIATION can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the ASSOCIATION’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

3.4      Violations of the Conflicts of Interest Policy

a. If the Board of Directors or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4                     Records of Proceedings

The minutes of the Board of Directors and all committees with Board delegated powers shall contain:

4.1 The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors or committee’s decision as to whether a conflict of interest in fact existed.

4.2 The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceeding

Section 5                     Compensation

5.1   A voting member of the Board of Directors who receives compensation, directly or indirectly,  from the ASSOCIATION services is precluded from voting on matters pertaining to that member’s compensation.

5.2 A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the ASSOCIATION for services is precluded from voting on matters pertaining to that member’s compensation

5.3 No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the ASSOCIATION, either individually or collectively, is prohibited from providing information to any committee regarding compensation

Section 6                     Annual Statements

6.1  Each director, principal officer and member of a committee with Board of Directors delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the ASSOCIATION is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purpose

Section 7                     Periodic Reviews

7.1   To ensure the ASSOCIATION operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the ASSOCIATION’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8      Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the ASSOCIATION may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.

 

ARTICLE XIV

AMENDMENT TO BYLAWS

Section 1.                    Amendment of Bylaws

1.1     Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, may be altered, amended, or repealed Subject to the powers of the Board, any recommendation to change or repeal these Bylaws shall be discussed and approve unless the Bylaw amendment would materially and adversely affect the rights of ASSOCIATION.

1.2     Notice or waiver of notice of the meeting to consider proposed amendment(s) of the Bylaws along with the proposed amendments shall be mailed to the members of the Board of Directors at least 30 days prior to the meeting at which the proposed amendment (s) is considered and /or recommended to the Board.

1.3     These Bylaws may be amended only according to Article IX, Section 2 of the Constitution.

 

ARTICLE XV

MEMBERS’ CONSENT

Section 1         Members Consent of Directors Adopting Bylaws

We, the undersigned, are all of the persons elected as the initial directors of Alumni Association of Comprehensive High School, Aiyetoro (AACHSA), INC., a Non-Profit Public organization, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent to, and hereby do, adopt the foregoing Bylaws, consisting of 22 pages, as the Bylaws of this ASSOCIATION.

Dated: August 24, 2013

__________________________                           _________________________                             ________________________

Director                                                               Director                                                              Director

__________________________                           _________________________                             ________________________

Director                                                            Director                                                              Director

 

_________________________

Director

CERTIFICATE OF ADOPTION OF BYLAWS

This is to certify that the foregoing is a true and correct copy of the Bylaws of AACHSA and that such Bylaws were duly adopted by the Board of Directors of the corporation on the date set forth below.

Dated: August 24, 2013

 _____________________________

                                            , Secretary                                                                                            SEAL

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