BY-LAWS OF
ULS
ALUMNI ASSOCIATION
ARTICLE
I
Name
This corporation shall be known as
ULS ALUMNI ASSOCIATION.
ARTICLE
II
Seal
This corporation shall have a common
seal which shall be in such a form as the Board of Directors shall from time to
time determine.
ARTICLE
III
Activities
and Purposes
1. The
activities of this Corporation shall be those necessary and appropriate to
accomplish the purposes of the Corporation as stated in the Articles of
Incorporation.
2. The
purpose(s) for which the corporation is organized is:
(a) To
assist with the continuing
operation and education of
students at the University Lab School, or its successor
entity;
(b) To
review and make grants of requests by students, faculty, and staff of the
University Lab School for
educational or charitable purposes;
(c) To
fund, and provide supplemental equipment to enhance University Lab School student’s educational opportunities (i.e. furniture, equipment, supplies,
computers, textbooks, uniforms, field trips, off-island school-related
expenses, and physical plant/grounds maintenance costs);
(d) To
provide scholarships, financial aid and loans to students who attend the University Lab School;
(e) To
support and promote the welfare and education at the University Lab School;
(f) To
promote fellowship and foster relationships among University Lab School graduates, and participate in
funding activities;
(g) To
assist with fund-raising
campaigns/events in order to create and sustain an endowment which will be used
to provide educational grants and loans to University Lab School students; and
(h) The
transaction of any or all lawful activities for which nonprofit corporations
may be incorporated under Chapter 415B, Hawaii Revised Statutes.
It is not the purpose of
this corporation to be organized so that any of its income, in whole or in
part, to the benefit of members, staff, or employees. All members and
individuals of ULS ALUMNI ASSOCIATION , that is, recipients of services
provided by the corporation, their families and/or guardians and relatives,
staff or employees of the corporation, their families and relatives shall have
no actual or potential material conflict of interest.
ARTICLE
IV
Offices
1. Principal
Office. The principal office of the Corporation shall be at such place in
the State of Hawaii as the Board of Directors shall from time to time
determine. The initial principal office of the Corporation shall be at 1776
University Avenue, Honolulu, Hawaii 96822.
2. Other
Offices. The Corporation may have other offices within the State of Hawaii as
the Board of Directors may designate.
ARTICLE
V
Members
1. General.
The members of the Corporation shall consist of those persons, if any, admitted
to membership in accordance with these By-Laws. Membership in the Corporation
shall be evinced by the membership roll of the Corporation.
2. Admission
of Members. The power to admit and expel members shall be vested
solely in the Board of Directors. The Board of Directors shall prescribe the
qualifications and requirements for membership and shall have the power to
create classes of membership conferring such rights and privileges; however, no
member shall be entitled to vote or to have any voice in the management of this
Corporation.
3. Fees.
Members of the Corporation shall be required to pay any fees, dues, fines,
assessments, or other charges as prescribed by the Board of Directors. Initial annual fees for members shall
be as follows:
a. TEN
DOLLARS ($10.00) for residents; and
b.
ONE DOLLAR ($1.00) for non-residents. Such
fees shall be reviewed annually and adjusted as
necessary by the Board of Directors.
Such fees shall be reviewed annually and adjusted as necessary by
the Board of Directors.
ARTICLE
VI
Meeting
of Members
1. Annual
Meeting. If the Board of Directors has admitted one or more persons to
membership in the Corporation, an annual meeting of the members may be held
each year in the discretion of the Board of Directors.
2. Special
Meeting. Special meetings of the members for any purpose or purposes may be
held at any time upon the call of the President or any Vice-President.
3. Place
of Meeting. The Board of Directors may designate any place as the place of
an annual or special meeting of the members. If no designation is made, the place of the meeting shall be
held at the principal office of the Corporation.
4. Notice
of Meetings. Notice of any annual or special meeting of the members may be
given in any manner determined by the Board of Directors.
ARTICLE
VII
Board
of Directors
1. Name
and Qualification of Directors.
The initial number of directors of the Corporation shall be as set forth
in the Articles of Incorporation. The number of directors may be increased or
decreased by amendment to these By-Laws.
In any event, the number of directors of the Corporation shall not be
less than eleven.
2. Election.
The Board of Directors shall consist of not less than eleven (11) persons who are members of the corporation. A Nominations
Committee shall be appointed to present to the Board of Directors appropriate
names, from which the Board of Directors shall elect incoming Directors.
Directors must be members of the corporation at all times. Directorships shall
be for five (5) years, as the Board of Directors shall establish prior to the
election for vacancy.
3. Term
of Office. All directors shall hold office until their respective
successors are elected. Terms of
the office shall be as follows:
a. The
current principal of the University Lab School shall serve as a non-voting
director of the corporation as long as she/he serves as principal of the
University Lab School and shall be replaced by the successor principal;
b.
The ten (10) directors
shall serve for staggered terms of five (5) years, and they shall serve until their
successors have been elected.
No director shall
serve on the board for more than (2) consecutive full terms. A director qualifies for
re-election to the board after an absence from the board for a period of
not less one (1) calendar year.
The initial directors
shall be elected as follows: five (5) directors for a term of five
(5) years; three (3)
directors for a term of four
(4) years; and two (2) directors
for a term of three (3) years.
4. Vacancies.
Any vacancy occurring in the Board of Directors, and any directorship to be
filled by reason of any increase in the number of directors, may be filled by
the affirmative vote of a simple majority of the remaining directors, or by a
sole remaining director. A director elected to fill a vacancy shall be elected
for the unexpired term of such director's predecessor in office.
5. Removal.
Any director may be removed from office without cause by the affirmative vote
of a simple majority of the directors in office at any meeting called for such
purpose. Any vacancy so created may be filled by a simple majority of the
remaining Board of Directors.
6. Reduction.
No reduction of the number of directors shall have the effect of removing any
director prior to the expiration of such director's term of office.
7.
Composition. The Board of Directors shall be constituted so
as to provide effective, ethical leadership, resourcefulness, and
stability for the corporation, and shall be broadly representative of the
community as well as the purpose and goals of ULS Alumni Association, but
shall not include any staff or employee of ULS Alumni Association at that
time.
8. Vested
Powers. The Board of Directors has the responsibility for over-all policy
by virtue of the powers vested in it by the corporation's Articles of
Incorporation and By-Laws and because the Board represents the community of
which it is the sole agent.
9. Major
Functions. The Board of Directors determines the basic over-all policies
under which the corporation operates, determines the course of action,
determines purposes to be pursued, determines financial procedures to be
undertaken, clarifies short-range and long-range objectives, and appraises the
progress and results of the business of the corporation.
10. Delineation
of Functions Between the Board of Directors and the President (Chief Executive
Officer). The Board of Directors and the President formulate and plan
policy. The Board of Directors determines the policy. The President executes
policy.
11. Conflict
of Interest and Nepotism. All Board members shall have no actual or potential
material conflict of interest and shall serve without compensation.
The Board shall forbid
the practice of nepotism, that is, appointing persons to positions with the
corporation on the basis of their blood or marital relationships to the
appointing authority, rather than on merit or ability.
All matters involving
conflict of interest or nepotism shall be presented to the Board of Directors
for action which may include expulsion, rescission of contract or any other
remedy deemed proper. A vote by two-thirds of the Board shall be necessary to
determine the existence of a material conflict of interest or the practice of
nepotism and to take corrective action.
12. Liability.
No Board member or other officer of the corporation shall be liable for the defaults
or neglects of any other Board member or officer, nor for any loss sustained by
the corporation unless the same has resulted from his own negligence or willful
act.
ARTICLE
VIII
Meetings
of the Board of Directors
1. Regular
Meetings. Regular meetings of
the Board of Directors shall be held, at least annually, at such times and
places as the Board of Directors may provide by resolution. No notice other
than such resolution need be given.
2. Special
Meetings. Special meetings of the Board of Directors may be called by or at
the request of the President, the Vice-President, or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board of Directors
called by them. Notice of each special meeting shall be given in accordance
with paragraph 3 of Article VI of these By-Laws.
3. Notice.
The Secretary shall give notice of each meeting of the Board of Directors (for
which notice is required) in writing by mailing or e-mail the same not less
than three days before the meeting or by giving notice personally, by
telephone, telegraph, or other electronic means of communications, not less
than one day before the meeting, or as otherwise prescribed by the Board of
Directors. The failure by the Secretary to give such notice or by any director
to receive such notice shall not invalidate the proceedings of any meeting at
which a quorum of the directors is present. Notice need not be given to any
director who shall, either before or after the meeting, submit a signed waiver
of notice or attend such meeting without protesting, prior to or at its
commencement, the lack of notice to him or her. Except as otherwise provided by
law, the Articles of Incorporation or these By-Laws, a notice or waiver of
notice need not state the purposes of such meeting.
4. Quorum
and Adjournment. A simple majority of the number of directors fixed
pursuant to paragraph 1 of Article V of these By-Laws shall constitute a
quorum. No action taken, other than the appointment of directors to fill
vacancies, shall bind the Corporation unless it receives the concurring vote of
a simple majority of the directors present at a meeting at which a quorum is
present. In the absence of a quorum, the presiding officer or a simple majority
of the directors present may adjourn the meeting without further notice until a
quorum is present.
5. Telephone
Meetings. Subject to the notice requirements in paragraph 3 of Article VI,
any member of the Board of Directors or any committee may participate in a
meeting of the Board of Directors or of such committee by conference telephone
or similar communications equipment. Such participation shall constitute
presence in person at a meeting.
6. Action
Without Meeting. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee may be taken if all of the
directors or all of the members of the committee, as the case may be, sign a
written consent setting forth the action taken or to be taken at any time
before or after the intended effective date of such action. Such consent shall
be filed with the minutes of the Board of Directors or committee, as the case
may be, and shall have the same effect as a unanimous vote.
7. Presumption
of Assent. A director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless such director's dissent or
refusal to vote is entered in the minutes of the meeting or unless the director
either files a written dissent to such action with the person acting as the
secretary of the meeting before the adjournment or forwards such dissent by
certified mail to the Secretary of the Corporation within three calendar days
after the adjournment of the meeting. Such right to dissent shall not apply to
a director who voted in favor of such action.
8. Voting
as Member or Shareholder. The vote of the Corporation as a member or
shareholder of another Corporation shall be determined by the vote of a simple
majority of the directors of the Corporation present at a meeting at which a
quorum is present; provided, however, that if the vote is to amend or approve
the amendment of the Charter of Incorporation or Articles of Incorporation of
the other corporation, then the vote of at least two-thirds of the directors so
present at such a meeting shall be required to amend or approve the amendments
of said Charter or Articles.
9. Votes. Votes may be made in person or by
written proxy in the case of a nonresident members or neighbor island members.
a. Nonresident
or neighbor island members may give their
proxy to any current officer of the association provided that no officer shall
have more than one (1) proxy.
ARTICLE
IX
Powers
of Duties of the Board of Directors
1. Powers.
The corporate powers of this Corporation shall be vested in the Board of
Directors to the fullest extent permitted by the laws of the State of Hawaii.
2. Duties.
It shall be the duty of the Board of Directors to conduct, manage, and control
the affairs and business of the Corporation and to promulgate and enforce rules
and regulations that are not inconsistent with law, the Articles of
Incorporation, or the By-Laws of the Corporation. It shall be the duty of the
Board of Directors to enforce the provisions of these By-Laws.
3. Committees.
The Board of Directors, by resolution adopted by a simple majority of the
directors in office, may designate and appoint one or more committees, which
committees, to the extent provided in such resolution, shall have and exercise
all the authority of the Board of Directors, except as otherwise provided by
law, the Articles of Incorporation, or these By-Laws.
4. Executive
Committee. The Executive Committee shall be composed of the officers of the
Board of Directors and such other members of the Board as the Board of
Directors may determine. The Executive Committee shall meet between Board
meetings and shall carry out the decisions of the Board of Directors and
perform the work authorized by the Board of Directors. The President and Chief
Executive Officer shall attend all meetings of the Executive Committee but
shall not vote in any decision of the Executive Committee.
5. Powers
of the Executive Committee. Except as limited by the resolution creating it
or by other resolution of the Board of Directors, the Executive Committee shall
have and may exercise all the powers of the Board of Directors in the
management of the business and affairs of the corporation in the intervals
between meetings of the Board of Directors. The Executive Committee may also,
from time to time, formulate to recommend to the Board of Directors for
approval, policies regarding the management of the business and affairs of the
corporation. Designation of the Executive Committee and delegation of authority
thereto shall not operate to relieve the Board of Directors or any member
thereof of any responsibility imposed upon it or him by law, by the Articles of
Incorporation, by these By-Laws.
ARTICLE
X
Officers
1. Composition. The officers of the corporation shall
consist of the Chairman of the Board, Vice-Chairman, Secretary, and Treasurer.
All officers shall be elected by the Board of Directors at a meeting called for
the purpose and shall take office forthwith and shall serve for terms of five
years and until their successors are elected. The officers of the corporation
shall by virtue of their office become members of the Board of Directors and
shall serve as the officers of the Board of Directors in the same capacity and
for the same term of office.
2. Election
and Term of Office. All officers shall be elected by the Board of Directors
and shall serve until their successors are elected. Any two or more offices may
be held by the same person, provided that the Corporation shall have no fewer
than two persons serving as officers. All officers shall be subject to removal
at any time by the Board of Directors whenever the Board of Directors decide
that a removal will serve the best interests of the Corporation. The Board of
Directors may, in its discretion, elect acting or temporary officers, elect
officers to fill vacancies occurring for any reason whatsoever, and limit or
enlarge the duties and powers of any officer elected. Officers need not be
directors of the Corporation.
3. President.
The President shall preside at all meetings of the members and the Board of
Directors. Unless otherwise determined by the Board of Directors, the President
shall have general charge and supervision of the Corporation. The President
shall perform any other duties that are incident to the office or that may be
required by the Board of Directors.
4. Vice
President. In the absence, disability, or refusal to act by the President,
the Vice-President or Vice-Presidents shall, in the order designated by the
Board of Directors, perform all of the duties of the President, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President. The Vice-President or Vice-Presidents shall have such powers and
perform such other duties as from time to time may be prescribed by the
President, the Board of Directors, or the By-Laws.
5. Treasurer
and Assistant Treasurer. The
Treasurer shall be the chief financial officer of the Corporation and exercise
general supervision over the receipt, custody, and disbursement of corporate
funds. The Treasurer may be a corporation. The Treasurer shall perform any
other duties that may be assigned by the Board of Directors. The Assistant
Treasurer or Assistant Treasurers, if elected, shall, in the order designated
by the President or the Board of Directors, perform all the duties and exercise
all the powers of the Treasurer during the absence or disability of the
Treasurer or whenever the office is vacant and shall perform all the duties
assigned by the President or the Board of Directors.
6. Secretary
and Assistant Secretaries. The Secretary shall keep the minutes of all
meetings of the members and Board of Directors. The Secretary shall keep, or
cause to be kept, a register showing the names of the members (if any),
directors, and officers with their respective addresses. The Secretary shall
give notice in accordance with the By-Laws of all meetings of the members and
the Board of Directors. The Secretary shall also perform any other duties
assigned by the Board of Directors. The Assistant Secretary or Assistant
Secretaries, if elected, shall, in the order designated by the President or the
Board of Directors, perform all the duties and exercise all the powers of the
Secretary during the absence or disability of the Secretary or whenever the
office is vacant, and shall perform all the duties assigned by the President or
the Board of Directors.
ARTICLE
XI
Auditor
An auditor may be elected by the
Board of Directors to serve until a successor is elected. No member, director,
or officer of the Corporation shall be eligible to serve as auditor.
ARTICLE
XII
Disbursements
and Contributions
1. Disbursements.
Disbursements of the funds of the Corporation for the purposes for which it is
organized shall be made by the Board of Directors in its discretion.
2. Limitations
on Disbursements. The Board of Directors shall not make any disbursements
or contributions of the funds or assets of the Corporation to or for the
benefit, directly or indirectly, of any member, director, or officer of the
Corporation, except as provided for in Article XIII, paragraph 4. Each officer
and director shall serve without remuneration or expectation of remuneration.
ARTICLE
XIII
SEAL
The Corporation may have a seal as
determined by the Board of Directors.
ARTICLE
XIV
Amendments
The By-Laws may be amended or
repealed in accordance with Article VI of these By-Laws.
ARTICLE
XV
Miscellaneous
1. Inspection
of Corporate Records. The books of account and minutes of proceedings of
the members and directors shall be open to inspection upon the written demand
or any member or director, at any reasonable time, and for a purpose reasonably
related to such member's or director's interests as a member or director. Such
inspection may be made in person or by an agent, and shall include the right to
make copies at the requestor's expense. Demand for inspection may be made in
writing upon the President, Secretary, or any Assistant Secretary of the
Corporation.
2. Execution
of Instruments. All checks and other orders for the payment of money,
drafts, notes, bonds, acceptances, contracts, and all other instruments, except
as otherwise provided in these By-Laws, shall be signed by such person or
persons as shall be provided by general or special resolution of the Board of
Directors, and in the absence of any provision in these By-Laws or any such
general or special resolution applicable to any such instrument, then such instrument
shall be signed by any two officers of the Corporation. Unless authorized by
the Board of Directors, no officer, agent, member, or employee of the
Corporation shall have any power or authority to bind the Corporation by any
contract, conduct, engagement, pledge of its credit, or to render it liable for
any purpose or for any amount.
3. Inspection
of By-Laws. The Corporation shall keep in its principal office the original
or a copy of the By-Laws as amended, certified by the Secretary, which shall be
open for inspection by the members and directors at all reasonable times during
office hours.
4. Compensation
of Expenses. The Corporation shall reimburse the officers and directors for
all costs and expenses incurred by the officers and directors in performance of
their respective duties as set forth by law, the articles of incorporation, and
these By-Laws. Such reimbursement shall be limited to actual costs and expenses
incurred, and shall not be considered compensation or remuneration in any
manner whatsoever.
ARTICLE
XVI
Monies
1. Receipt
of Funds. All funds received by the corporation shall be deposited to the
credit of the corporation in depositories approved by the Board of Directors.
2. Contracting
for Services. The President and Chief Executive Officer shall be authorized
to contract for services and materials within the provisions of the program and
budget adopted by the Board of Directors.
3. Special
Purposes. The Board of Directors may appropriate funds for special purposes
at its discretion, provided such expenditures are consistent with the purposes
set forth in the Articles of Incorporation, as amended.
4. Bonding.
The Board of Directors shall authorize the bonding of officers and staff having
access to funds of the corporation.
ARTICLE
XVII
Dissolution
In the event of the dissolution of
this corporation, or in the event it shall cease to carry out the purposes set
forth herein, the corporation shall have the power to distribute its assets in
accordance with the Articles of Incorporation, as amended.
I, the duly elected Secretary of the
ULS ALUMNI ASSOCIATION, a Hawaii corporation, do hereby certify:
That the foregoing By-Laws were
adopted as the By-Laws of said Corporation on _____________________________,
and that the same do now constitute the By-Laws of said Corporation.
IN WITNESS WHEREOF, I have hereunto
subscribed my name and affixed the seal of said Corporation on
________________________.
_________________________________
Secretary
