Art and Design Alumni Association Bylaws
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Recently Approved Amendments and Ratification
ART AND DESIGN ALUMNI ASSOCIATION, INC. MEETING OF THE BOARD OF DIRECTORS
September 23, 2013
Item 1. Ratifications of past action by the Company’s previous, officers, directors, de-facto officers and de-facto directors presented by the President.
Proposed Resolution Approved
RESOLVED, that any action taken by the past officers, directors, de-facto officers and de-factor directors, who acted under the belief that they were duly elected, since the date of organization of the Company up to and including [September 23, 2013], that are within the authority conferred to them by the New York Not-For-Profit Corporation Law are hereby ratified, confirmed and approved and adopted as actions of the Company.
ART AND DESIGN ALUMNI ASSOCIATION, INC. MEETING OF THE BOARD OF DIRECTORS
September 23, 2013
Item 2. Amendments to By-laws presented by the President
Proposed Resolution
RESOLVED, RESOLVED, that Article II of the bylaws of the Company is amended in its entirety to read as follows:
ARTICLE II. MEMBERSHIP
Section 1. Members
The Association shall have members (the “Members”) consisting of all alumni (graduates and former students in good standing) of the High School of Art and Design and any predecessor schools, including, but not limited to the School of Industrial Arts (collectively, the “School”), any faculty (current and former) of the School, and any other such person or entity approved by the Board of Directors of the Association (the “Board”) at its discretion.
A. Classes of Members
The Association will have two classes of Members that are designated as (i) Voting Members (defined below) and (ii) Non-Voting Members (defined below).
B. Non-Voting Members
Non-Voting Members (the “Non-Voting Members”) shall consist of all Members who are not Voting Members. Non-Voting Members may attend Meetings (defined below) of Members, but shall have no right to vote, to hold office in or to serve on the Board.
C. Voting Members
Voting Members (the “Voting Members”) shall consist of all Members who have paid the Annual Dues (defined below). Voting Members shall have all rights of Non-Members, and shall also have the right to:
1. vote in elections;
2. serve as a director of the Board; and
3. serve as an Officer.
Section 2. Annual Dues
The annual dues (the “Annual Dues”) payable to the Association by the Voting Members will be in the amount(s) determined from time to time by resolution of the Board.
RESOLVED, that the following is added as Article XI of the bylaws of the Company:
ARTICLE XI. NOTICE
Section 1: Notice of Meetings
Written notice, stating the place, day, and hour of the annual meeting or special meeting of Members (each a “Meeting” and collectively, the “Meetings”) and the purpose(s) for which the Meeting is called, must be delivered not less than five (5) nor more than forty (40) days before the date of the Meeting. Notice may be delivered by any method as determined by the Board in its sole discretion, including, but not limited to, delivery in person, by registered or certified first class mail, telegram, or electronic mail. For the avoidance of doubt, the matters voted on or discussed at such Meeting shall not be limited to those purposes stated in such notice.
Section 2: Notice of Special Directors’ Meetings
Written notice stating the place, day, and hour of any special meeting of the Board (the “Special Meeting”) will be delivered to each Director not less than [2] nor more than [14] days before the date of the Special Meeting. Notice may be delivered by any method as determined by the Secretary in his or her sole discretion, including, but not limited to, delivery in person, by registered or certified first class mail, telegram, or electronic mail. For the avoidance of doubt, the matters voted on or discussed at such Special Meeting shall not be limited to those purposes stated in such notice.
ART AND DESIGN ALUMNI ASSOCIATION, INC.
MEETING OF THE BOARD OF DIRECTORS
September 23, 2013
Item 3. Ratification of Annual Dues.
RESOLVED, that the Annual Dues will be as follows:
1. $25.00
