THE NDR BOBCAT ALUMNI ASSOCIATION, INCORPORATED BYLAWS
ARTICLE I: GENERAL PROVISIONS
The Nicholls, Douglass, Renaissance Bobcat Alumni Association (hereinafter referred to as (NDR Bobcat Alumni Association) was formed from the vision of Lisa Arcenaux Cobb. NDR Bobcat Alumni Association is organized for the purposes set forth in its Articles of Incorporation which are filed with the state of Louisiana and for the specific purposes as set forth below:
To serve and promote the educational interests of the former Francis T. Nicholls, Frederick A Douglass and KIPP Renaissance Senior High Schools in the city of New Orleans, Louisiana.
To serve as a forum for alumni to maintain contact with the school and one another.
To function as the official voice of alumni in communicating with the school and appropriate governing bodies
ARTICLE II: MEMBERSHIP
II. SECTION 1. TYPES OF MEMBERSHIP
REGULAR MEMBER – Any graduate of Francis. T Nicholls, Frederick. A. Douglass or KIPP Renaissance High School who has paid their annual dues for the current fiscal year.
1.2 ASSOCIATE MEMBER – Any current or former administrator, faculty member, friend, or supporter who is not a graduate of one of the NDR schools and who pays annual dues for the current fiscal year. Associate members shall be entitled to all rights and privileges of a regular member except voting or holding office.
1.3 HONORARY MEMBER – Upon the written recommendation of any Active Member and by a two-thirds (2/3) vote of the Board of Directors, Honorary Membership may be conferred upon any person who shall have rendered notable service to NDR Bobcat Alumni Association. An honorary member shall be entitled to all of the rights and privileges as an Alumni member except for voting and holding office. Honorary membership cannot be conferred upon a graduate of the NDR Schools.
1.4 ACTIVE MEMBER – Any regular, whose dues are current.
II. SECTION 2. RIGHTS AND PRIVILEGES
2.1 Active members only shall be eligible to vote and hold office in NDR Bobcat Alumni Association, except for Associate members, who cannot hold office.
2.2 Active and Associate members shall receive a membership card.
2.3 Honorary Members will receive a card and certificate stating that she/he is an honorary member of NDR Bobcat Alumni Association.
II. SECTION 3. MEMBERSHIP DUES
3.1 Membership dues are determined by the Board of Directors and approved by the Active membership. Dues are subject to change. Currently, the dues are as follows:
a. Regular Membership Annual Dues - $38.20 (USD)
b. Associate Membership Annual Dues - $38.20 (USD)
3.2 Payment of Annual Dues
a. Annual dues are paid for the fiscal year that begins on October 1 of a year and ends on
September 30 of the next year. (October 1 - September 30).
b. Annual dues are applied to the current fiscal year regardless of when payment is received within the fiscal year, unless paid after June 30 or specifically designated for another year.
II. SECTION 4. TERMINATION OF MEMBERSHIP
If any member of NDR Bobcat Alumni Association uses his/her membership in a dishonest, fraudulent or illegal way, or cause any disruptive behaviors or negativity within NDR Bobcat Alumni Association. The Board of Directors shall have the power to take any action against the member it may deem necessary, including removal of membership privileges.
Article III: GOVERNANCE
III. SECTION 1. The BOARD OF DIRECTORS.
The Board of Directors shall have the general power to manage and control the affairs and property of NDR Bobcat Alumni Association, and shall have full power, by majority vote, to adopt rules and regulations governing the action of NDR Bobcat Alumni Association.
III. SECTION 2. Number, Election, and Term of Office. The Board of Directors shall consist of no less than five (5) and no more than nine (9) members to include the visionary (who will become an ex-officio member after she decides to resign). Election to the Board of Directors shall be by majority vote of the Active membership of NDR Bobcat Alumni Association and shall occur at the annual meeting designated for such purpose, except in the case of filling vacancies.
III. SECTION 3. Officers. The Board of Directors shall elect from among its member’s President, Vice President, Secretary, Treasurer, Sgt At Arms and such other officers, as it may consider appropriate with such duties as it may prescribe. Each Director must have been an active member in good standing of NDR Bobcat Alumni Association for two (2) consecutive fiscal years. The Officers shall be elected by a majority vote of the members of the Board of Directors at the organizational meeting and at every annual meeting of the Board thereafter, except that new offices may be created and filled at any meeting of the Board of Directors. Not more than one office may be held simultaneously by the same person.
III. SECTION 4. Removal. Any Officer may be removed upon an affirmative vote of two-thirds of the entire Board of Directors, (excluding the Visionary) whenever in its judgment the best interests of NDR Bobcat Alumni Association would be served thereby.
III. SECTION 5. Vacancies. Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person as shall be elected by the remaining members of the Board of Directors. A Director so elected to fill a vacancy shall hold office for the unexpired term of her/his predecessor in office.
III. SECTION 6. President. The President shall be the chief executive officer of NDR Bobcat Alumni Association and, in general, shall supervise and control all of the business and affairs of NDR Bobcat Alumni Association. He/she may sign, with the Treasurer and Visionary or any other proper officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments or documents which the Board of Directors has authorized to be executed. He/she shall perform all such other duties as may be prescribed by the Board of Directors from time to time.
III. SECTION 7. Vice President. In the event of the death, resignation or removal of the President, the person who serves as Vice President shall assume the office of President until the Board of Directors elects a successor to the President and shall perform all such other duties as may be prescribed by the Board of Directors.
III. SECTION 8. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and general membership; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be the custodian of the corporate records and seal; be the custodian of the membership records and perform such other duties as assigned to him/her by the President or by the Board of Directors.
III. SECTION 9. Treasurer. The Treasurer shall be responsible for all funds and securities of
NDR Bobcat Alumni Association; shall receive and give receipts for monies due and payable to NDR Bobcat Alumni Association; deposit all such monies in the name of NDR Bobcat Alumni Association in such banks, trust companies or other depositories as shall be in accordance with the provisions of the Bylaws; and perform such other duties as may be assigned to him/her by the President or by the Board of Directors.
III. SECTION 10. Board Members. The Board Members may establish such standing and ad-hoc committees to assist it in the performance of its duties, as it considers appropriate. (Ad hoc literally means for this. It is anything intended for a specific purpose.)
ARTICLE IV: REGULAR AND AD HOC COMMITTEES
IV. SECTION 1. Purposes. The Board of Directors may establish such regular and ad hoc committees to assist it in the performance of its duties, as it considers appropriate.
IV. SECTION 2. Number, Election, and Term of Office. The members of each Regular Committee shall include one (1) member of the Board of Directors. Members of each Regular committee shall be appointed by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.
IV. SECTION 3. Officers. The President and Vice President of such committee, and such other officers, shall be determined by the members of the Committee at the organizational meeting. The President, Vice President, and any other officers of each such committee shall have such duties as the President prescribes and must hold active membership in NDR Bobcat Alumni Association.
IV. SECTION 4. Vacancies. Membership will be notified of committee vacancies. Active members may volunteer or be recommended.
IV. SECTION 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.
IV. SECTION 6. Rules. Each committee may adopt rules for its own governance in accordance with
the Bylaws or with rules adopted by the Board of Directors.
IV. SECTION 7. Powers. Each regular committee shall have such powers as the Board of Directors may grant it in accordance with the Articles of Incorporation, and the Bylaws.
ARTICLE V: MEETINGS, QUORUM, AND VOTING
V. SECTION 1. Meetings.
1.1 The Active membership shall meet, at a minimum, the last Thursday in September, at such time and place as shall be established by the Board of Directors. Notice of the meeting shall be delivered via NDR Bobcat Alumni Association’s established forms of communication no later than 30 days
prior to the meeting.
1.2 Other meetings regarding membership shall be held at such time as the President of the Board of Directors may direct. Notice of the meeting that clearly states the purpose of the meeting shall be delivered via NDR Bobcat Alumni Association’s established forms of communication no later than 14 days prior to the meeting.
1.3 Emergency meetings of the Board of Directors may be called by The President provided that the purpose is clearly stated.
1.4 The President, Vice President or Secretary shall call special meetings of the Board of Directors at any time when requested to do so by three members of the Board of Directors.
1.5 The President, Vice President or Secretary of the Board of Directors, upon the written request by an appointed committee or its chairperson acting upon the written authority of the committee, shall call special meetings of the membership at any time.
V. SECTION 2. Quorum.
2.1 A quorum at any meeting of the Active membership shall consist of 10% of the active
membership or 20 members, whichever is less.
2.2 A quorum at any meeting of the Board of Directors shall be one more than half the board
2.3 A quorum at any meeting of any committee shall be one or more than half to committee
V. SECTION 3. Voting.
3.1 Voting shall be by the Active membership only (see Article V, Section 3).
3.2 No member shall cast more than one vote.
3.3 Voting will be by show of hands or ballot except as otherwise directed by these Bylaws.
3.4 A simple majority of the members present and voting, or voting by absentee ballot as allowed by these Bylaws will be required to carry a vote, except as otherwise directed by these Bylaws.
3.5 Members unable to attend meetings may vote by email, text or postal mail, or by written notice delivered to a director on the Board by the time of the meeting, on any proposal put forth by membership or the Board of Directors. On any unplanned voting that may take place, members not present are allowed to vote within three days of the unplanned voting, by the same methods previously stated.
ARTICLE VI: BYLAWS, POLICIES, PROCEDURES AND AMENDMENTS
The conduct of the affairs of NDR Bobcat Alumni Association, it’s membership and Board of Directors shall be governed by this set of Bylaws, which may be amended in accordance with the provisions thereof. All matters and rules for the governance of NDR Bobcat Alumni Association not specifically covered in the Bylaws, insofar as permitted by law, may be set forth in NDR Bobcat Alumni Association Policies and Procedures as adopted by the majority vote of the Board of Directors. The Bylaws and Policies and Procedures shall be provided to any member upon their request.
VI. SECTION 1. Proposed Amendments.
The power to make, alter, amend or repeal the Bylaws of NDR Bobcat Alumni Association shall be vested in the Board of Directors. Active members in good standing may propose an amendment at any time by submitting it in writing to the President.
VI. SECTION 2. Action on Amendments. Proposed amendments to the Bylaws must be approved by a two-thirds (2/3) majority vote of the Board of Directors present at a Board meeting.
VI. SECTION 3. Dissolution
This NDR Bobcat Alumni Association may be dissolved by a unanimous vote of the Board of Directors. In the event of dissolution of NDR Bobcat Alumni Association, any assets held for its use from donations, sales, programs, receipts or other sources shall be distributed in accordance with Article I and IRS 501c3 regulations.
VI. SECTION 4. Conflict of Interest
Any possible conflict of interest on the part of any member of the Board, officer or employee of the corporation shall be disclosed in writing to the Board of Directors. At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, the affected Director shall make known the potential conflict and will withdraw from the meeting for as long as the matter shall continue under discussion. Should the matter be brought to a vote, neither the affected Director nor any other Director with a pecuniary benefit transaction with NDR Bobcat Alumni Association will vote on it. The Board will comply with all requirements of Louisiana law where conflicts of interest are involved.
ARTICLE VII: RELATIONSHIP WITH FREDERICK A DOUGLASS H.S.
In accordance with the stated purposes of NDR Bobcat Alumni Association, the Board of Directors shall make all reasonable efforts to maintain good relations and communication with the NDR Schools (“the School”), its successors and its constituents. The finances of NDR Bobcat Alumni Association shall be separate and apart from the school. NDR Bobcat Alumni Association may donate funds to the School for various purposes.
ARTICLE VIII: FINANCIAL REVIEW
The Board of Directors, at its discretion, may obtain a financial review of all books and records pertaining to NDR Bobcat Alumni Association.
ARTICLE IX: ANNUAL BUDGET
The Board of Directors shall adopt a budget for each fiscal year for the purpose of estimating
NDR Bobcat Alumni Association’s income and anticipated expenses.
ARTICLE X. FISCAL YEAR
The fiscal year of NDR Bobcat Alumni Association shall be from October 1 to September 30.
ARTICLE XI. INDEMNITY OF DIRECTORS AND OFFICERS
Every Director, officer or employee of NDR Bobcat Alumni Association shall be indemnified by the Association against all expenses and liabilities, including counsel dues, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party to, or in which he/she may become involved, by reason of her/his being or having been a Director, officer, or employee of NDR Bobcat Alumni Association or any settlement thereof, whether or not he/she is a Director, officer or employee at the time such expenses are incurred, except in such cases wherein the Director, officer or employee is adjudged liable for negligence or misconduct in the performance of her/his duties as such Director, officer or employee.
This paragraph shall not indemnify Directors or officers with respect the following:
A. Any breach of the Director or officer’s duty to NDR Bobcat Alumni Association or its members.
B. Acts or omissions which are not in good faith or which involve intentional misconduct or a
knowing violation of the law.
C. Any transaction from which the Director, officer or both derived an improper personal benefit.
ARTICLE XII. CHARITABLE PURPOSE
It is the intention of NDR Bobcat Alumni Association to qualify as a charitable organization under the laws of the State of Louisiana and the United States Internal Revenue Code in order that among other things, donations that are made to the corporation may be deductible for income tax purpose to the donors.