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BYE-LAWS OF THE
ST. JOSEPH HIGH SCHOOL ALUMNI ASSOCIATION, U.S. CHAPTER Inc.

These Bye-Laws were adopted as the rules of the St. Joseph High School Alumni Association, U.S. Chapter at its first Annual General Meeting, duly convened on the fourteenth (14th) day of March, 1998, amended and adopted on September 14, 2019 and further amended and adopted on November 6, 2021.

Article 1         INTERPRETATION

 

In the construction of these Bye-Laws, the following words and expressions shall have, respectively, the meanings indicated, unless the subject matter or content is inconsistent therewith:

  1. Whenever required by the context of these Bye-Laws, the masculine gender shall include the feminine and neuter genders, and vice-versa, and the singular shall include the plural and vice-versa.

  2. The "Association" means St. Joseph High School Alumni Association, U.S. Chapter and/or SJHSAA.

  3. The "Committee" means The Executive Committee.

  4. The "School" means St. Joseph High School, situated at Woolford Avenue, Georgetown, Guyana.

  5. The "Alma Mater” refers to St. Joseph High School of Woolford Avenue, Georgetown, Guyana.

Article 2         NAME OF ORGANIZATION

 

The name of the organization shall be Saint Joseph High School Alumni Association, U.S. Chapter Inc.

Article 3         REGISTERED ADDRESS

 

The registered address shall be 2266 5th Avenue, New York, NY 10037, United States of America; or at such other place as may be determined from time to time by the Association.

Article 4         MOTTO

The motto shall be: To Know To Love To Serve

Article 5         OBJECTIVES

  1. To facilitate fraternization among alumni, former teachers and staff of the School who reside in the United States of America.

  2. To create, out of the contributions of its members and other donors, a source, whereby the goals set by the Executive Committee may be realized.

  3. To assist in the education and welfare of the students of St. Joseph High School, Woolford Avenue, Georgetown, Guyana.

  4. To promote awareness of the needs and achievements of the School.

  5. To raise funds for the purpose of supplementing the needs of current students of St. Joseph High School.

  6. To support and/or participate in, where and when appropriate, events that are geared towards sustaining and/or improving the communities in which we live and/or work.

Article 6         AFFILIATION

The Association shall have the power to affiliate itself with other organizations having similar objectives and/or promoting education, human services, goodwill, and unity among people of Guyanese origin or ancestry.

Article 7          COLOURS

The colours of the Association shall be Blue and White.

Article 8         FISCAL YEAR

The fiscal year shall commence on the first (1st) day of January and end on the thirty-first (31st) day of December of each calendar year.

Article 9         MEMBERSHIP

Membership shall consist of three classes:

  1. Ordinary Members - Past students who attended the School for at least one school year now residing in the United States of America. Each Ordinary member shall be entitled to one vote.

  2. Honorary Members - Former teachers and staff who served the School for at least one year.  An Honorary member shall not be entitled to vote.

  3. Associate Members - Anyone who does not satisfy the requirements for membership stated in sections i. or ii, but who by virtue of their support of the goals and objectives of the Association, is deemed ‘meritorious’ by the Executive Committee. An Associate member shall not be eligible to vote.

Article 10       SUBSCRIPTION

  1. Members are required to pay such subscription as may be determined by the Executive Committee from time to time.

  2.  Subscriptions are due annually on January 1st. Members will be deemed inactive if such subscription remains unpaid after June 30th.

  3. Inactive members shall not be entitled to vote and/or claim any benefits set aside for active and/or financially current members. 

Article 11       APPLICATION FOR MEMBERSHIP

  1. Every applicant for admission to membership shall submit to the Association an application (electronic/print) stating his or her willingness to comply with the Bye-Laws of the Association and the decisions or orders of the General Meeting and/or the Executive Committee.

  2.  Every application, in any form (electronic/print) must be accompanied with the subscription fee, as prescribed by the Executive Committee.

Article 12         ADMISSION TO MEMBERSHIP

  1. An applicant whose application has been approved by the Executive Committee shall be enrolled as a member with effect on the date such approval was granted.

  2. Every new member shall be entitled to receive a copy of these Bye-Laws on being admitted to membership.

Article 13       TERMINATION OF MEMBERSHIP 

Membership shall be terminated by:

  1. Withdrawal: having given the Association a minimum of six months’ notice in writing or electronic format.  Notice shall be mailed, delivered electronically or given directly to the General Secretary of the Association. The Executive Committee may, however, under exceptional circumstances, allow a member to withdraw having given shorter notice.

  2. Membership in any other organization whose aims and objectives are seen as inimical to the Association.

  3. Expulsion from the Association

Article 14       EXPULSION OF MEMBERS 

A member may be expelled for:

  1. Consistent failure to pay any sums of money due to the Association.

  2. Any disorderly or threatening behavior at meetings or on the Association's property which may be likely to terrorize other members, or impede them in the performance of their work.

  3. Non-compliance with the rulings of the Committee with respect to the use of any facilities or property that may be under the control of the Committee.

  4. Any action which may be held by the Committee or the General Meeting to be dishonest or contrary to the objectives or interests of the Association.

Article 15       THE EXECUTIVE COMMITTEE

The Association shall have as its ruling body such a Committee known as the Executive Committee and shall comprise the following officers:

  1. One (1) President

  2. One (l) Vice-President

  3. One (1) General Secretary

  4. One (1) Treasurer

  5. One (1) Assistant Secretary/Treasurer

  6. Four (4) Committee Members

  7. Four (4) Regional Coordinators

The Committee shall be elected at the first General Meeting and thereafter, at the General Meeting, that shall be convened in accordance with the Association’s Elections Act.

Article 16       POWERS OF THE EXECUTIVE

1. The President

a.     shall be elected at a General Meeting as prescribed by the Elections Act

b.    shall preside over all General and Executive Meetings

c.     shall exercise overall responsibility for the Association, and shall delegate responsibilities to other members of            the Committee as he or she may deem necessary from time to time

d.     shall become an ex-officio member of any meeting held by a non-Executive Committee

e.     shall not exercise the power of a vote at any Committee Meeting, but shall be called upon to exercise such power if voting is at a deadlock at a General Meeting.

2. The Vice-President

a. shall be elected at a General Meeting as prescribed by the Elections

b. shall work in close collaboration with the President 

c. shall function in the capacity of President in the President's absence

d. shall function as the Public Relations Officer of the Association

3. The General Secretary

a. shall be elected at a General Meeting as prescribed by the Elections Act

b. shall be responsible for the recording and the maintenance of Minutes of all General and Executive Committee meetings

c. shall be responsible for keeping a correct and up-to-date register of all members

d. shall undertake written communication on behalf of the Association

e. shall act as the legal representative of the Association

f.  shall become an ex-officio member of any meeting held by a non-Executive Committee

4. The Treasurer

a. shall be elected at a General Meeting as prescribed by the Elections Act

b. shall maintain an accurate record of the assets and liabilities of the Association

c. shall maintain a true and precise record of all monies received and expended

d. shall prepare and present to every General Meeting, a statement of cash reconciliation as of the end of the week preceding the Meeting

e. shall present at the Annual General Meeting audited statements of Income and Expenditure and an audited Balance f. Sheet for the fiscal year under review

f. shall present at every Executive Committee Meeting, statements of receipts and payments, income and expenditure, and a balance sheet

5. The Assistant Secretary/Treasurer

a. shall be elected at a General Meeting as prescribed by the Elections Act

b. shall assist the General Secretary and Treasurer as the need arises

c. shall act in the capacities of the General Secretary and Treasurer in their absences

6. The Committee Members

a. shall be elected at a General Meeting as prescribed by the Elections Act

b. shall represent the general membership on the Executive Committee

7. Regional Coordinators

a. shall be elected at a General Meeting as prescribed by the Elections Act.

b. shall each reside in a different region and outside the State of New York.

c. shall coordinate all matters and interests for members residing in their designated regions

Article 17       GENERAL MEETINGS

  1. The supreme authority of the Association shall be the General Meeting of members at which every active member shall have the right to attend and vote on all issues. Each member shall have one vote only, which shall be exercised in person, by proxy executed in writing or authorized by electronic mail by the member or by the member's duly authorized attorney-in-fact. No proxy shall be valid after 11 months from its date of execution unless otherwise provided in the proxy. In the case of equality of votes, the President shall have a casting vote. 

  2. The Annual General Meeting of members shall be convened as soon as possible after the audited report of the accounts of the Association has been received, but no later than the thirty-first (31st) day of March, each and every calendar year.

  3. The General Meeting of members shall be held on the second Saturday of June, September and December. This shall only be changed by a vote of no less than two-thirds of the members at a General Meeting.

  4. Special Meetings may be called by the Executive Committee at any time and may also be demanded by members. Such meetings shall have the same status as General Meetings.

  5. The quorum for a General Meeting shall be the lesser of one-third or five financially active members of the Association.

  6. A minimum of thirty (30) days' notice of the Annual General Meeting shall be given to each and every active member in any of the following forms.

a.       Written notice signed by the General Secretary and mailed to the member’s delivery place

b.      A notice placed in the Association's newsletter.

c.       A notice placed in a well circulated medium

d.      A notice posted on the Association's website; social media site(s) and sent via e-mail or other electronic 

         means of delivery.

7. If, after one hour of the time fixed for the Meeting, the members present are not sufficient to form a quorum, the meeting shall be deemed dissolved.  It shall stand adjourned to the same time of the next regularly scheduled Ordinary General Meeting.  If at that meeting, a quorum of members is not present up to one hour of the scheduled starting time, the members present shall then be deemed to form a quorum.

8. The unintentional omission to give written notice of any General Meeting to any person entitled to receive same, or the non-receipt of such notice by such a person shall not invalidate the proceedings of any such General Meeting. All business discussed and decisions taken at the General Meeting shall be recorded in the Minutes.

9.After approval by the members present at the following General Meeting, such Minutes shall be signed by both the President and General Secretary.

Article 18       ELECTIONS

  1. General Elections for the Executive Committee shall be held biennially in conjunction with the Annual General Meeting for that year. The first General Election shall be held in the year 1998. Thereafter, such elections shall be held every other year.

  2. A Returning Officer shall be appointed to conduct the proceedings. Such appointee shall not be a member of any class or financial status within the Association.

  3. Only Ordinary members who are financially current with their subscriptions shall be eligible and allowed to vote.

  4. Each member is allowed one vote only for each position placed on the ballot.

  5. At any meeting of members, a member entitled to vote may vote by proxy executed in writing or authorized by electronic mail by the member or by the member's duly authorized attorney-in-fact. No proxy shall be valid after 11 months from its date of execution unless otherwise provided in the proxy.

  6. A member seeking election to office shall not have to be present for the holding of such election but must submit a written consent to serve in such capacity, if elected. Notice of consent must be received by the General Secretary before the process of election for such office commences.

  7. Should an officer be expelled, or their services terminated, there shall be an election for a new office bearer at a subsequent General Meeting.  Such meeting shall be convened no later than six months after the office will have been vacated

Article 19         AMENDMENTS
 

  1. An amendment to any Act, Clause, Section or Article of these Bye-Laws shall be effected only by a vote of no less than two-thirds majority at a General Meeting in favor of the proposed amendment.

  2. An application for amendment shall state the Act, Clause, Section or Article being proposed for amendment. It must also be made in writing and directed to the General Secretary of the Association. Such application must be received by the General Secretary at least forty-five (45) days before the proposed amendment is to be put up for discussion and a vote at a General Meeting.

Article 20       PARLIMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.

Article 21       CONFLICT OF INTEREST

Whenever an Executive Committee member has a financial or personal interest in any matter coming before the Executive Committee, the Committee shall ensure that:

  1. The interest of such executive member is fully disclosed to the Executive Committee.

  2. No interested Executive Committee member may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the Executive Committee at which such matter is voted upon.

  3. Any transaction in which an Executive Committee member has a financial or personal interest shall be duly approved by members of the Executive Committee not so interested or connected as being in the best interests of the organization.

  4. Payments to the interested Committee member shall be reasonable and shall not exceed fair market value.

  5. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

Article 22        POLITICAL ACTIVITIES

The Association will not engage in any form of political activity.

Article 23        INDEMNIFICATION AND INSURANCE

  1. Indemnification. The Association may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she, his or her testator or intestate, was an Executive Committee member of the Association, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees. No indemnification may be made to or on behalf of any such person if:

a. His or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding.

b. He or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

2. Insurance. The Association shall have the power to purchase and maintain insurance to indemnify the Association for any obligation, which it incurs as a result of its indemnification of Executive Committee members pursuant to Article 23(i), or to indemnify such persons in instances in which they may be indemnified pursuant to Article 23(i).

Article 24        RECORDS

The Association shall retain, in electronic or any other format it deems necessary, accurate and complete records of its activities and transactions, including meeting minutes, resolutions of the Executive Committee, Certificate of Incorporation, and bye-laws.

Article 25        NON-DISCRIMINATION

In all of its dealings, neither the Association nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, culture, national origin, marital status, sexual preference, mental or physical handicap, or any category protected by state or federal law.

Article 26        INTERESTED PARTY TRANSACTIONS

  1. For purposes of these bye-laws, an "interested party transaction" is any contract or other transaction between the Association and

a.  any present Executive Committee member or any individual who has served as an Executive Committee member in the five years preceding the transaction ("past Executive Committee member"),

b. Any family member of a present or past Executive Committee member,

c. Any corporation, partnership, trust, or other entity in which a present or past Executive Committee member is a director, officer, or holder of a financial interest,

      2. In any instance where the Association proposes to enter into an interested party transaction, it shall follow the   

procedures and rules set forth in Article 21, Conflict of Interest.

You may receive and official signed copy of our bye-laws if you are a dues paying member via sjhalumniusa@gmail.com