Association By-Laws

<body topmargin=0 leftmargin=0 marginheight=0 marginwidth=0> <table cellpadding=0 cellspacing=0 border=0><tr> <td valign="top" colspan=2 height=90 BGCOLOR="#006699" TEXT="#080000" bgproperties="fixed" background="02c285a1erlcgo.gif"> <div> <FONT SIZE="5" COLOR="#FFCC66" FACE="Arial" ><B>Staunton Military Academy Alumni Association</B></FONT><B>     |     </B><A HREF="index.htm" TARGET="_top" TITLE="Staunton Military Academy Alumni Associa"><U><B>home</B></U></A></div> <div> <A HREF="president.htm" TARGET="_top" TITLE="President"><U>President</U></A>   |   <A HREF="organization.htm" TARGET="_top" TITLE="Organization"><U>Organization</U></A>   |   <B>Association By-Laws</B>   |   <A HREF="fby_laws.htm" TARGET="_top" TITLE="Foundation ByLaws"><U>Foundation By-Laws</U></A>   |   <A HREF="minutes.htm" TARGET="_top" TITLE="Minutes"><U>Minutes</U></A>   |   <A HREF="financial.htm" TARGET="_top" TITLE="Financial Reports"><U>Financial Reports</U></A></div> <div> </div> </td> </tr><tr> <td valign="top" width=210 BGCOLOR="#FFCC66" TEXT="#080000" background="02ad2c00dkelyh.gif"> <div> <IMG SRC="085393d0.gif" border=0 width="57" height="61" ALIGN="BOTTOM" HSPACE="0" VSPACE="0"></div> </td> <td valign="top" height=390 BGCOLOR="#FFFFFF" TEXT="#080000"> <div> <I>Association By-Laws</I></div> <DIV ALIGN="LEFT"></DIV> <div> <B>BY-LAWS OF THE</B></div> <div> <B>S.M.A. ALUMNI ASSOCIATION, INCORPORATED</B></div> <div> [AS AMENDED - APRIL 5, 2003]</div> <bR> <bR> <div> <B>ARTICLE I</B></div> <div> <B><U>NAME AND PURPOSES</U></B></div> <div> 1. Under date of February 15th, 1970, the State Corporation Commission of the Commonwealth of Virginia ordered that a document entitled "Articles of Incorporation of S.M.A Alumni Association, Incorporated" be issued as a certificate of incorporation with authority as is conferred upon it by law and directed that said Articles and a copy of said Order be filed in the office of the said commission and that upon completion of said filing the said Order and Articles be filed in the office of the Circuit Court, City of Staunton.  That said Articles and Order were so filed in said Circuit Court on March 9, 1970.  That for the purpose of these by-laws, said corporation is hereinafter referred to as the "Association" and this document shall constitute the by-laws of said Association bearing the name herein above referred to or such other name as shall be authorized by any duly authorized and filed amendment to said Articles. </div> <div> 2. The purposes shall be as outlined in paragraph (b) of said Articles of Incorporation. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE II</B></div> <div> <B><U>MEMBERSHIP</U></B></div> <div> 1. As per paragraph (c) of the said Articles of Incorporation the qualification for membership shall require the applicant to be a former student or cadet of Staunton Military Academy who left said institution in good standing, and who, shall have paid the current dues assessed against all members. For the purposes of these by-laws a removal as a former student or cadet for other than unpaid financial obligations to the School shall not disqualify an applicant for membership. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE III</B></div> <div> <B><U>DUES AND ASSESSMENTS</U></B></div> <div> 1. Dues and/or assessments shall be such as from time to time may be authorized by the Board of Directors of the Association at a duly called meeting of the Board of Directors at which the Directors shall be personally present as distinguished from a conference call. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE IV</B></div> <div> <B><U>MEETINGS</U></B></div> <div> 1. The annual meeting of the members of this organization shall be held on such day or days, time, and place within the State of Virginia as shall be fixed by the Board of Directors. </div> <div> 2. Special meetings of the members may be held, upon the call of the Board of Directors or of at least twenty-five members of the Association at a time and place within the State of Virginia to be fixed by those calling the meeting. </div> <div> 3. Notice of meetings, written or printed, for every regular or special meeting of the members, shall be prepared and mailed to each member at his last known address at least two (2) weeks prior to any such meeting, and if for a special meeting such notice shall state the agenda thereof. </div> <div> 4. A quorum for any meeting of the members shall consist of forty (40) members, in person or represented by proxy. A majority of such quorum shall decide any question that may come before the meeting, unless otherwise provided for herein.</div> <div> 5. Meetings of members shall be conducted accordance with the most current edition of Robert's Rules of Order, unless otherwise prescribed by regulations of the Board of Directors. </div> <div> 6. The order of business at the annual meeting, and as far as possible at all other meetings of the members, shall be: </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Call to Order </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Pledge of Allegiance </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Proof of due notice of meeting </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Reading and disposition of any unapproved minutes </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Reports at the annual meeting of officers and committees </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Report of nominating committee recommending candidates for an open and/or expired Board seat and elections for the open and expired seats. </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Unfinished business </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">New business </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Adjournment </div> <div> 7.  There is but one class of member and each member shall be entitled to one (1) vote. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE V</B></div> <div> <B><U>BOARD OF DIRECTORS</U></B></div> <div> 1. There shall be a Board of not less than seven (7) and not more than twenty-one (21) Directors, who shall be members of the Association. One third (1/3) of said Directors shall be elected at each annual meeting for a term of three (3) years (and until the election of and acceptance by their duly qualified successors) by ballot of the members.</div> <div> 2. One meeting of the Board of Directors shall be held annually, approximately 24 hours prior to the annual membership meeting, and at the same geographical location. At such meeting, the Board of Directors shall designate a slate of members for recommendation to the general membership at the annual membership meeting as candidates for election to the Board. </div> <div> 3. The annual organization meeting of the Board of Directors shall be held immediately following the annual membership meeting, at the same geographical location. </div> <div> 4. Special meetings of the Board of Directors shall be held at such time and places, including conference calls, as may be fixed and called by the President. </div> <div> 5. Notices of both regular and special meetings shall be mailed by the Secretary, to each member of the Board not less than ten (10) days before such meeting. </div> <div> 6. A quorum at any meeting shall consist of a majority of the members of the Board. A majority of such quorum shall decide any question that may come before any regular or special meeting of the Board. </div> <div> 7. The Board of Directors and/or the President may create such additional committees, as it may deem proper in furthering the purposes of the Association.</div> <div> 8. The order of business at any regular or special meeting of the Board of Directors shall be determined by the President. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE VI</B></div> <div> <B><U>OFFICERS</U></B></div> <div> 1. The officers of the Association shall be a President, Vice-President, Secretary, Treasurer, and Assistant Secretary-Treasurer, who shall be elected for one year and shall hold office until their successors are elected and qualify. The position of Secretary-Treasurer may be held by one person. </div> <div> 2. The President shall preside at all meetings; shall have general supervision of the affairs of the association and shall sign or countersign all contracts and other instruments of the Association; shall make reports to the Directors and members; and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Directors. In the absence or disability of the President the Vice-President shall perform all duties of the President. </div> <div> 3. The Secretary shall issue notices for all meetings; shall keep the minutes; shall have charge of the seal and corporate books; shall sign with the President such instruments as require such signature and shall make such reports and perform such other duties as are incident to his office or are properly required of him by the Board of Directors. </div> <div> 4. The Treasurer shall have custody of all the funds and securities of the Association, and deposit (to] the same in the name of the Association in such bank or banks as the Directors may elect; he shall sign all checks, drafts, notes and orders for the payment of money, which shall all be countersigned by the President or Vice-President and shall pay out and dispose of the same under the direction of the President. </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">All checks dispersed by the Association must be signed by any two officers indicated above. </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Financial reports will be submitted to the Board of Directors at the regular meetings. </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">An audited financial report shall be submitted to the Board at the end of each fiscal year. </div> <div> 5. Officers of this Association for each ensuing year shall be elected by written or verbal ballot of its Board of Directors at its organization meeting and if any office becomes vacant during the year the unexpired term shall be filled by such ballot of said Board at the next meeting of the Board following the occurrence of said vacancy. </div> <div> 6. Committee Chairmen shall be appointed by the President from the general membership of the Association. Chairman may create such subcommittees as may be deemed proper in furthering the purposes of the committee that said Chairman heads. Committee membership shall be chosen by each committee chairman from the general membership of the Association and the Secretary shall be advised of such membership.  There shall be four (4) Permanent Committees on the Board of Directors.  The four Permanent Committees shall be: Alumni Relations, Scholarship, Finance and Legal. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE VII</B></div> <div> <B><U>EXECUTIVE COMMITTEE</U></B></div> <div> 1. There shall be an Executive Committee of the Association consisting of the following: The President, Vice-President, Treasurer and the Chairmen of the four Permanent Committees. </div> <div> 2. The Executive Committee shall have the authority to act for the Board of Directors in any matter requiring the approval of the Board of Directors where a decision is required before the next Board meeting and there is insufficient time for a Board of Directors meeting to be reasonably held, unless otherwise specified as to the matter or matters to be determined at a regular or special meeting of the Board of Directors. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE VIII</B></div> <div> <B><U>CHAPTERS</U></B></div> <div> 1. The Board of Directors shall have the authority to create and organize local or area chapters of the S.M.A. Alumni Association, Incorporated. </div> <div> 2. Such chapters shall conform in their organization to that prescribed herein for this Association, with such changes or modifications in by-laws as may be deemed appropriate by the membership of the chapter. </div> <div> 3. The president of each chapter shall be a member of this Association and entitled to attend meetings of the Board of Directors, without, however, having a vote on matters coming before the meetings of said Board of Directors. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE IX</B></div> <div> <B><U>FOUNDATION AND SCHOOLS</U></B></div> <bR> <div> 1. The Board of Directors shall have authority to take such action as shall be consistent with applicable law to create and/or support one or more non-stock corporations provided: </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Such non-stock corporation shall be operated as a School on any level of education (elementary through graduate degrees), and shall have a military orientation, and/or </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Shall provide assistance to worthy students to attend or seek to attend any such military oriented educational institution, and </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Said institution to the extent reasonably possible is to be known as "STAUNTON MILITARY ACADEMY". </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Any such authority to assist any such educational institutions or such worthy students shall be limited to non-stock corporations which shall qualify as exempt from Income Tax under the Internal Revenue Code and to students while attending an educational institution which so qualifies. </div> <div> <IMG BORDER="0" SRC="Symb075c00b700f000000000.gif" HEIGHT="16" WIDTH="24" ALIGN="bottom" HSPACE="0" VSPACE="0">Any such non-stock corporation shall require at least half of the seats on its Board of Directors to be filled by persons designated by the S.M.A. Alumni Association, Incorporated, and shall extend authority to its Board, in order to effectuate the purposes above referred to, to acquire property of any kind or nature (real and/or personal, tangible and/or intangible) from gifts, donations or otherwise, and to hold, develop, invest and reinvest same. </div> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE X</B></div> <div> <B><U>SEAL</U></B></div> <bR> <div> 1. The corporate seal of the Association shall consist of two concentric circles, between which is the name of the association, and in the center shall be inscribed the words "Corporate Seal". </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE XI</B></div> <div> <B><U>AMENDMENTS</U></B></div> <bR> <div> 1. These by-laws may be amended, repealed or altered, in whole or in part, by a two thirds (2/3) affirmative vote at any duly called regular or special meeting called for that purpose, provided a copy of any proposed change is mailed with the notice of meeting to each Association member on the membership rolls at the time of such mailing. </div> </td> </tr></table></body>