BY-LAWS

ARTICLE - OFFICES
The principal office of the corporation shall be in the City of New York, County of Queens, State of New York. The Corporation may also have offices at such other places within this state as the board may from time to time determine or the business of the Corporation may require.

ARTICLE II – PURPOSES
The purposes for which this corporation has been organized are as follows:

To encourage and cultivate quality education, social activity, and good fellowship among the alumni of Fiorello H. LaGuardia Community College, and to assist and promote the interest of Fiorello H. LaGuardia Community College generally.

ARTICLE III – MEMBERSHIP

1. QUALIFICATIONS FOR MEMBERSHIP

Section 1: Membership shall be open to any student who successfully completes the academic requirements for the Associate Degree of Fiorello H. LaGuardia Community College and has paid the required annual membership fee.

Section 2: Membership may also be open to any student who has completed 55 credits towards the Associate Degree of Fiorello H. LaGuardia Community College, who petitions the Board of Directors for said membership and if accepted pays the required annual membership fee.

Section 3: All members who meet the terms and conditions as well as the current requirements set by the board of Directors shall be active members of the Alumni Association.

Section 4: All active members shall have the right to vote, hold elective office and participate in all benefits provided for and by the Alumni Association.

Section 5: Honorary memberships may be extended to individuals who do not meet the current requirements set by the Board of Directors. These individuals must be approved for this honor by a vote of the Board of Directors. Honorary members shall enjoy all privileges and benefits provided by the Alumni Association, however, the honorary members shall not have a vote in business meetings conducted by the Alumni Association.

Honorary, Pre-alumni memberships may be extended to any individual who has earned 45 credits toward the Associated degree at F.H. Fiorello LaGuardia Community College, is in good academic standing and has at least a 2.0 Grade Point Average. Pre-alumni members shall not be charged membership dues for a period of one year. Pre-alumni members shall enjoy all the privileges and benefits provided by the Alumni Association, excluding voting privileges.

Section 6: Lifetime membership to the Alumni Association shall be open to any individual who successfully completes the academic requirements for the Associate Degree of Fiorello H. LaGuardia Community College.

2. MEMBERSHIP MEETINGS

The annual membership meeting of the Board of Directors shall be held between Oct 1st and Nov 30th.

The presence at any membership meeting of not less than fifteen members shall constitute a quorum and shall be necessary to conduct the business of the corporation; however, a lesser number may adjourn the meeting for a period of not more than four weeks from the date scheduled by the By – Laws and the secretary shall have notice of the scheduled date of the meeting to be sent to all members. A quorum as herein before set forth shall be required at adjourned meeting.

A membership roll showing the list of members as of the record date, certified by the Corporation Secretary, shall be produced at any meeting of members upon the request thereof or any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.

3. SPECIAL MEETING

Special meetings of the Corporation may be called by the Executive Board. The secretary shall cause a notice of such to be mailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

4. FIXING RECORD DATE

For the purpose of determining the members entitled to notice or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than thirty nor less than ten days before any such meeting, nor more than thirty days prior to any other action.

5. ACTION BY MEMBERS WITHOUT A MEETING

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent. A simple majority will prevail.

6. PROXIES

Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him/her by proxy.

Every proxy must be signed by a member or his/her attorney – in – fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it in writing, except as otherwise provided by law.

7. ORDER OF BUSINESS

The order of business at all meeting of members shall be as follows:

Roll call
Reading of the minutes of the preceding meeting
Reports of committees
Reports of officers
Old and unfinished business
New business
Good and welfare
Adjournments

8. MEMBERSHIP DUES

Membership dues shall be determined by the Board of Directors as they deem necessary and shall become effective on the 1st of September following such action.

ARTICLE IV – DIRECTORS

1. MANAGEMENT OF THE CORPORATION

The corporation shall be managed by the Board of Directors who shall be responsible for the general supervision and fiscal affairs of the Corporation. The Board of Directors shall consist of seven members of the College Administration and six members from the Alumni Association. The six member Board of the Alumni Association shall be referred to as the Executive Board.

2. ELECTION AND TERM OF THE DIRECTORS

1. The three members of the college administration will be appointed for a two-year term by the president of the College, beginning January 1994.

2. A nominating committee which will consist of the Alumni President, who will serve ex-officio and will vote only in the event of a tie, four (4) committee members and two (2) advisors (the Coordinator of Alumni Affairs and Faculty Advisor) shall nominate a candidate for the office of: President, 1st Vice President, 2nd Vice President, Treasurer, Secretary and Parliamentarian as well as the Nominating Committee. The members shall be elected at the annual meeting or by mail-in-vote. All committee members will have two (2) year terms after the 1988 calendar year. The two (2) advisors will serve ex-officio without vote.

3. No committee member of the Nominating Committee (other than those serving ex-officio) shall be eligible for immediate re-election to the Committee.

4. The Nominating Committee shall present a slate of candidates who will consist of at least one nominee for each office and four (4) candidates for the Nominating Committee. Should a vacancy occur during an existing term of office, such vacancy will be filled until the next regular election by the majority vote of the Executive Board.

5. During the Spring Quarter, the Nominating Committee shall request in writing suggestions for officers to be elected by the general membership.

6. In June, the Nominating Committee shall publish those names from which the final selections will be made to the existing Executive Board. If the Executive Board disputes the right of any candidate to hold office, they must submit written justification within fifteen (15) days to the Secretary.

7. The final selection meeting of the Nominating Committee shall be held in July.

8. The Nominating Committee shall transmit its nominations and report in writing to the Secretary of the Executive Board by September 1st. These nominations (and the report) shall be kept available by the Secretary for inspection by any member.

9. Any dues paying member may propose, in writing the names of candidates for any office with a minimum of 10 supporting signatures by current dues paying members. The nominations shall be filed with the Secretary no later than September 1st. The names of such candidates shall be printed on the same ballot with those of the candidates submitted by the nominating Committee, but in a separate column and under the designation of the respective offices for which they have been duly nominated. No candidate will be permitted to run for more than one office. Ballots shall be mailed to all eligible members during September. A fixed date of membership eligibility shall be set at August 15th prior to mailing of the ballots for the purpose of voting.

3. VACANCIES

If a vacancy occurs on the Board of Directors, such vacancy will be filled, until the next regular election by the majority vote of the remaining directors. In the event that the vacancy occurs with one of the three members of the administration, the College President shall appoint a new director.

4. RESIGNATIONS

A director may resign at anytime by giving written notice to the Board, the chairperson or the corporate secretary. Unless otherwise specified in the notice the resignation shall take effect upon receipt thereof by the Board of such officer, and the acceptance of the resignation shall not be necessary to make it effective.

5. QUORUM OF DIRECTORS

Unless otherwise required by law, the vote of a majority vote, shall have the right to amend the By-Laws of the Fiorello H. LaGuardia Community College Alumni Association.

6. ACTION OF THE BOARD

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote.

The Board of Directors, by a majority vote, shall have right to amend the Bylaw of the Fiorello H. LaGuardia Community College Alumni Association.

7. PLACE AND TIME OF BOARD MEETINGS

The board may hold its meeting at the office of the corporation or at such other places as it may from time to time determine.

8. REGULAR ANNUAL MEETING

A regular annual meeting of the board shall be held between April 1st and June 30th each year.

9. NOTICE OF MEETING OF BOARD, ADJOURNMENT

Regular meetings of the board may be held at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the President upon ten days notice to each director either personally or by mail or by wire; special meetings shall be called by the chairperson or by the Secretary in a like manner on written request of four directors. Notice of a meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him/her.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors.

10. CHAIRPERSON

At all meetings of the Board the Chairperson, or in his/her absence, his/her designee, shall preside.

11. EXECUTIVE AND OTHER COMMITTEES

An Executive Committee consisting of the President, First Vice-President and Second Vice-President will be responsible for recommending policy, programs and operating budget to the board.
A Budget Committee chaired by the association treasurer shall be responsible for preparing the annual budget and presenting such to the board for approval.
An Events Committee whose chair shall be appointed by the Alumni President shall be responsible for planning the annual calendar of events and activities.
The board, by resolution adopted by a majority of the entire board, may designate from among its members any other committees, each consisting of one or more directors. Each committee shall serve at the pleasure of the Board.

ARTICLE V – OFFICERS

1. OFFICERS, ELECTION, TERM

Unless otherwise provided for in the certificate of incorporation, the officers of the corporation shall consist of a President, 1st Vice President, 2nd Vice President, Treasurer, Secretary and Parliamentarian and such other officers as the Board of Directors may determine who shall have the duties, powers and functions as hereinafter provided. Each officer shall be elected or appointed to hold office for the term for which he/she is elected or appointed to hold office for the term for which he/she is elected or appointed commencing the January 1st following the election or appointment until December 31st of the following year.

2. REMOVAL, RESIGNATION, SALARY

Any officer elected by the general membership can be removed by a majority vote of the general membership. Anyone appointed by the Chairperson may be removed by the Board with or without cause. In the event of death, resignation, or removal of an officer, such vacancy will be filled until the next regular election by the majority vote of the remaining directors.

If the vacancy occurs with one of the three appointed members of the college administration, the College President shall appoint a new director. Officers of the board will serve in a non-salaried capacity.

3. PRESIDENT/CHAIRPERSON

The president of the ASSOCIATION will serve as the Chairperson of the Board and Chief Executive Officer of the Corporation. He shall preside at all meetings of the board; he shall have the general management of the affairs of the corporation and should see that all orders and resolutions are carried in effect. During the absence or disability of the chairperson, the person designated to serve in the absence of the President of the college will assume responsibilities as chairperson. The President of the alumni Association shall preside at the Executive Committee meetings and general membership meetings.

4. 1ST VICE-PRESIDENT

The 1st Vice-President of the Alumni Association in the absence of the President, will assume the powers and functions of this office regarding the Executive Committees established by the Executive Committee and special programs of organization whether educational or social.

5. 2ND VICE-PRESIDENT

Second Vice-President of the Alumni Association during the absence of the President and 1st Vice-President shall have all the powers and functions of the President regarding Executive Committee and General Membership meetings. The Executive Board will nominate and elect any member to represent the alumni Association in the Senate. Nominations and elections will be conducted by the President of the Association within four weeks after the first day of regular classes of the Fall quarter of the LaGuardia Community College calendar. The purposed process will be in compliance with Senate By-Laws (from Section II,3b in Senate Procedures).

6. TREASURER

The Treasurer shall be ELECTED FROM THE MEMBERSHIP and shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such ban or trust company as the directors may elect; he/she shall when countersigned by DESIGNATED BOARD OFFICER; he/she shall also sign all checks, drafts, notes and orders for payment of money which shall be duly authorized by the Board of Directors and shall at all reasonable times.

Exhibit his/her books and accounts to any director or member of the corporation upon one week’s notice in writing at the office of the corporation during ordinary business hours. At the end of each corporate year, he/she shall have conducted and independent audit of the accounts of the corporation. The Alumni Association Treasurer will be responsible for planning and submitting the operating budget for the corporation. He/she shall serve as chair of the Budget Committee. The Alumni Treasurer shall present the audit report to the members at the first membership meeting after the report is published and shall at this time present an annual report setting forth in full the financial conditions of the corporation.

7. SECRETARY

The secretary of the board shall be ELECTED FROM THE MEMBERSHIP. The secretary shall keep the minutes of the meeting of the Board of Directors. He/she shall have custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors. He/she shall attend to such correspondence as may be assigned to him/her and perform all the duties incidental to the office. He/she shall keep a membership roll containing the named, alphabetically arranged, of all the persons who are members of the corporation showing their places of residence and the time when they became members; he/she shall keep on file all minutes of Executive Committee, General membership and any Sub-committee meetings that are submitted.

The secretary shall when duly authorized by the board of Directors sign all contracts in the name of the corporation when countersigned by the Association Treasurer or President; he/she shall also sign all; checks, drafts, notes and orders for payment of money, which shall be duly authorized by the board of Directors and shall be countersigned by DESIGNATED BOARD OFFICER. The secretary of the alumni Association shall keep all minutes of General Membership and Executive Committee meetings and will submit copies of the minutes to the corporate Secretary; he/she shall keep a copy of the membership roll containing the names alphabetically arranged of all persons who are members of the corporation showing their places of residence and the time when they became members.

8. PARLIAMENTARIAN

The Association Parliamentarian shall be responsible to see that all meetings of the board, Executive Committee and General membership are conducted in strict accordance with Roberts Rules of Order.

ARTICLE VI – STAFF

SECTION 1: The President of the college shall designate appropriate staff reporting to the President or his designee to act as advisor to the Alumni Association.

SECTION 2: The designated staff member shall be in charge of the Alumni Office and perform such duties as may be requested by the President of the college and as may pertain to said office.

ARTICLE VII – SEAL
The seal of the Corporation shall be as follows:

ARTICLE VIII – CONSTRUCTION
If there by any conflict between the provisions of the certificate of incorporation and the By-Laws, the provision of the certificate of incorporation shall govern. These By-Laws and all acts of the association shall be interpreted exclusively under the laws of the State of New York.

ARTICLE IX – AMENDMENTS
By-Laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. By-Laws may also be adopted, amended or repealed by the Board of Directors but any By-Law adopted, amended or repealed by the Board may be amended by the members entitled to vote thereon as herein before provided.

By-Laws dealing with the management of the corporation and structure of the Board of Directors may be adopted, amended or repealed by a majority vote of the Board of Directors only.

If any By-Laws regulating an impeding election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of the members for the election of directors the By-Laws so adopted, amended or repealed together with a concise statement of the changes made.