The New College Alumnae/i Association ("Association") is hereby organized as a nonprofit association adjunct to the New College Foundation, Inc. Its purposes are to promote communication among Alumnae/i and between Alumnae/i and New College, to sponsor activities and events for Alumnae/i, to advise the Campus Dean and Warden of New College and the President of the New College Foundation, Inc. of alumnae/i concerns, and to provide financial and other assistance to New College in carrying out its educational mission.
Article II - Membership
1. Members. All graduates of New College shall become members of the Association upon graduation. Any person who has withdrawn from New College after having completed at least one academic term shall become a member of the Association upon advising the Secretary of the Association in writing of his desire to become a member. Membership shall also be extended to those designated as Honorary Alumnae/i by action of the Board of Directors.
2. General Meeting. There shall be a general meeting of all members of the Association between January 1 and June 30, at such times as the Board of Directors may establish.
Article III - Board of Directors
1. Number and Classification of Directors. The Association shall be governed by a Board of Directors, which shall consist of Directors at Large and Appointed Directors.
a. Directors at Large. The membership shall elect ten (10) Directors at Large as provided in this Article. Each Director at Large shall enjoy all of the duties, rights, and privileges accorded in these By-Laws.
b. Appointed Directors. The Board of Directors may select no more than eight (8) Appointed Directors as provided in this Article. Each Appointed Director shall enjoy all of the duties, rights, and privileges accorded Directors at Large in these By-Laws, with the exception of those matters involving his or her term of office and other matters specified in these By-Laws.
2. Ex officio Directors. The President of New College of Florida, the President of the New College Foundation, Inc., and a representative designated by the New College Student Alliance shall serve as nonvoting ex officio Directors. Each ex officio Director shall be invited to attend all regular meetings of the Board of Directors, and all events open to all members of the Association. Each ex officio Director may receive advance notice of votes, agendas and other business of the Association as the Board of Directors or the Executive Committee may deem reasonable and appropriate. Each ex officio Director may receive copies of Board documents as the Board of Directors or the Executive Committee may deem reasonable and appropriate.
3. Meetings. The Board of Directors shall hold regular meetings at least two (2) times annually in Sarasota, Florida, and additional meetings as provided in this Article.
a. Regular meetings: Schedule. The Board shall annually set a prospective
schedule of regular meetings. Any deviations from this schedule must be made by a vote of the majority of the Board of Directors. One meeting in Sarasota shall coincide with the general meeting of the Association as provided for in Article II.
b. Additional meetings. The Board may have such additional meetings as the Executive Committee may establish, which may be held in Sarasota, Florida, at another location, or via electronic communication. The Executive Committee shall make reasonable efforts to provide notice of such additional meetings to all Directors.
c. Quorum. Except as provided in these Bylaws, all actions of the Board of the Directors require a majority vote of a quorum. A quorum shall consist of one-half of all voting Directors, in person, by proxy or via electronic communication when allowed.
d. Proxies. There shall be no general proxies. In order to be valid, a proxy must be in writing, must be addressed to another Director, and must authorize that Director to vote as specified in the written proxy on behalf of the Director giving the proxy.
4. Elections of Directors at Large. The term of Office for Directors at Large shall be three (3) years beginning upon the date of the subsequent regular meeting of the Association provided for in Article III.
a. Elections: Schedule. Elections shall be held in either July or August of each calendar year. The terms of Directors at Large shall begin on October 15.
b. Elections: Notice. The date of an upcoming election of Directors at Large shall be communicated by the Executive Committee to the members of the Association no less than two months prior to the election.
c. Elections: Vacancies. Prior to the preparation of a ballot, the Executive Committee shall determine the appropriate amount of vacancies on the Board for Directors at Large.
d. Elections: Candidates. Any member of the Association wishing to declare a candidacy for election to a position of Director at Large shall notify the Executive Committee of the Association in writing at the office of the Association prior to the deadline set by the Executive Committee. All such notifications shall include a statement in which the candidate agrees, if elected, to fulfill the responsibilities of a Director.
e. Elections: Ballot and Procedure. The Executive Committee shall certify as many candidates for inclusion on the ballot as have met the requirements of this Article. The Executive Committee shall be responsible for preparing a ballot containing the names of all candidates, listed alphabetically. This ballot may include statements, or other candidate information, pursuant to guidelines established by the Board. The Executive Committee shall be responsible for sending a copy of the ballot to each member of the Association, receiving all returned ballots, tabulating election results, and certifying such results to the Board of Directors. The Board of Directors may authorize the use of secure electronic balloting as an option to paper balloting.
f. Elections; Voting. Each member of the Association shall be permitted to cast votes for no more than five (5) candidates on the ballot. Write-in votes shall be permitted.
g. Elections: Outcome. The number of candidates previously determined by the Executive Committee pursuant to paragraph c receiving the most votes shall be elected Directors at Large. Should a write-in candidate be elected, he or she shall take office only upon agreement in writing to fulfill the responsibilities of a Director.
h. Vacancies. If a vacancy of Director at Large position occurs prior to the notice for the next regular election, the candidate with the next greatest number of votes in the regular election shall be elected for the remainder of the term vacated.
5. Appointed Directors: Procedure. Any Director may propose a candidate for appointment to the Board of Directors. Each candidate shall be a member of the Association and agree in writing to fulfill the responsibilities of a Director. The Board of Directors may appoint, by majority vote, an Appointed Director for a term of up to three (3) years.
6. Responsibilities of Directors. It is expected that Elected and Appointed Directors shall regularly attend the meetings of the Board of Directors, and actively participate in the affairs of the Board of Directors and of the Association as a whole.
7. Removal of Directors. In the event that a Director fails to attend at least two consecutive meetings of the Board of Directors in Sarasota, beginning at the second meeting and continuing at every applicable meeting thereafter, the Board shall vote on the proposed removal of that Director. If a Director proposes to remove another Director for any reason other than failure to attend meetings of the Board of Directors, that Director shall provide notice to the Executive Committee, and the Executive Committee shall then provide notice of any pending action to remove any Director to all members no later than fourteen (14) days before consideration of the removal at a Board meeting. A Director at Large may be removed from office by a two-thirds majority vote of the Directors at Large. An Appointed Director may removed by majority vote of the Board of Directors.
Article IV - Officers
1. Offices, Election, Term of Office, and Qualifications. There shall be a President, a Secretary, and a Treasurer of the Association, who shall be elected by the Board of Directors from among its voting members, and shall serve a term of one year. Continued service in any office is contingent upon continued service as a member of the Board of Directors.
2. Vacancies. A vacancy in any office shall be filled by majority vote of the Board of Directors at its next regular meeting. Should the office of President become vacant, the Secretary shall serve as Acting President until the next regular meeting of the Board of Directors, at which time the vacancy shall be filled by majority vote of the Board of Directors.
3. Removal; Notice. An officer may be removed from office by a two-thirds majority vote of the remaining members of the Board of Directors. Notice of a pending action to remove any officer shall be sent to all members no later than fourteen (14) days before consideration of the removal at a Board meeting.
4. President; Powers and Duties. The President shall be the chief executive officer of the Association, and shall have general supervision over the business of the Association, subject to the control of the Board of Directors. He shall preside at all meetings of the Association and of the Board of Directors. He may sign disbursement authorizations and shall sign other legal or official documents on behalf of the Association. He shall supervise all voluntary or employee administrative staff of the Association. He shall serve as a liaison between the Association and the Alumnae/i Chapters, New College, and the New College Foundation, Inc.. He additionally shall perform such other duties as from time to time may be assigned to him by the Board of Directors.
5. Secretary; Powers and Duties. The Secretary shall keep the minutes of all meetings of the Association, the Board of Directors, and the Executive Committee. All meetings will be audio taped. Copies of all audio tapes shall be archived in the Association office. The Secretary or his designee shall distribute copies of these minutes to members of the Board of Directors. Copies of audio tapes will be available upon request at cost or as otherwise provided by the Board. Copies of the minutes shall be distributed to chapter heads designated as such by the Executive Committee and upon request of such chapter head. Audio tapes will be available to members of the Association upon request at cost. He shall be responsible for maintaining a list of names and current addresses of all members of the Association. He shall preside over meetings of the Association or the Board of Directors in the absence of the President, and in such event shall designate another member of the Board of Directors to record the minutes of the meeting.
6. Treasurer; Powers and Duties. The Treasurer may sign disbursement authorizations and shall maintain a full and correct statement of the accounts of the Association, and shall present the same to the Association and the Board of Directors at each of their meetings.
Article V - Committees
1. Executive Committee. There shall be an Executive Committee, consisting of the President, the Secretary, and the Treasurer, which shall meet, in person or by conference call, at all such times as it deems necessary between regular meetings of the Board of Directors. It shall possess and exercise the normal powers of the Board of Directors in the management of the business affairs of the Association, except that any action taken by the Executive Committee may be rescinded or modified by majority vote of the Board of Directors at its next meeting. The President shall preside over all meetings of the Executive Committee and shall report to the Board of Directors at each of its meetings upon all actions taken by the Executive Committee. The Executive Committee shall be responsible for the certification of candidates, the preparation and mailing of ballots, and the tabulation and certification of electoral results, pursuant to the provisions of Article III of these By-Laws. The Executive Committee shall consult with the Campus Dean and Warden of New College with respect to the business of the Association from time to time as the Executive Committee may deem reasonable and appropriate.
2. Other Committees. The Board of Directors shall establish such other permanent or temporary committees as it from time to time deems appropriate.
Article VI - Indemnification
The Association shall indemnify and save harmless any member of the Board of Directors of and from liability resulting from any suits, actions, or judgments arising out of his conduct in good faith of the affairs of the Association, or arising out of the mere fact of his membership on the Board of Directors. Further, the Association shall pay all costs, legal expenses, attorneys fees or any other charges that said member of the Board of Directors may incur in the defense of any claim, suit or action that may be instituted against him in his individual capacity based upon his conduct in good faith of the affairs of the Association, or upon the mere fact of his membership on the Board of Directors. This Article shall not apply to any member of the Board of Directors who violates any federal, state or local law, ordinance or regulation; or who undertakes any act outside his capacity or authority as a member of the Board of Directors, or that exceeds or violates any mandate of the Board of Directors.
Article VII - General
1. Amendment of By-laws; Notice and Limitations. These By-Laws may be amended by a two-thirds majority vote of the Board of Directors at any of its regular meetings, provided that notice of the proposed amendment has been sent to members of the Board of Directors at least fourteen (14) days prior to the vote. No action shall be taken by amendment which would adversely affect the status of the Association or any affiliated body as an organization exempt from Federal income taxation under Section 501(a) of the Internal Revenue Code of 1986 (I.R.C.), as amended; as an organization described in I.R.C. Section 501(c)(3), and contributions to which are deductible under I.R.C. Section 170(c)(2).
2. Agents and Representative. The Board of Directors may appoint such agents and representatives of the Association, with such powers and to perform such acts or duties on behalf of the Association as the Board may see fit, so far as may be consistent with these By-Laws, and to the extent authorized or permitted by law.
3. Exempt Activities. Notwithstanding any other provision of the By-Laws, no Director, officer, employee, or representative of this Association shall take any action, or carry on any activity by or on behalf of this Association, which would adversely affect the status of the Association or any affiliated body as an organization exempt from Federal income taxation under Section 501(a) of the Internal Revenue Code of 1986 (I.R.C.), as amended; as an organization described in I.R.C. Section 501(c)(3), and contributions to which are deductible under I.R.C. Section 170(c)(2).
4. Dissolution. Upon any dissolution or winding up of the affairs of this association, whether voluntary or involuntary, the assets of the Association then remaining in the hands of the Board, after all debts have been satisfied, shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board may determine, or as may be determined by a court of competent jurisdiction upon the application of the Board, exclusively to charitable religious, scientific, literary, or educational organizations which then qualify for exemption from Federal income taxation as an organization described in I.R.C. Section 501(c)(3) and the Regulations thereunder (as they now exist or as they hereafter may be amended), and contributions to which are deductible under I.R.C. Section 170(c)(2) and the Regulations thereunder (as they now exist or as they hereafter may be amended).
5. Gender Neutrality of By-Laws. When used herein, the masculine pronoun includes reference with equal force and effect to the feminine.
As amended Februaryt 20, 2007