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BYLAWS OF THE MATIGNON ALUMNI ASSOCIATION (MAA)
Article I
Name and Seal
The association shall be
known by the name of Matignon Alumni Association. It shall have a
corporate seal bearing the name of the organization or inscription as the Board
of Directors may determine. The Board of Directors may change the form of the
seal and the inscription thereon at any meeting duly called for that purpose.
Article II
Purpose
The purposes for which MAA
is formed are to: promote and foster the goals and mission of Matignon High
School, and encourage the interest of alumni in the School and its programs. To
carry out these purposes, the MAA objectives are to:
n
Create and strengthen
relationships between the High School and its alumni;
n
Facilitate the
expansion and enrichment of the curriculum by providing material and personnel
support;
n
Improve the Matignon
High School facilities and equipment;
n
Affirm the faculty
within the School;
n
Assist in the
recruitment and retention of high quality teachers, administrators and support
staff; and students.
n
Demonstrate in all
communications and activities, a strong commitment to the Catholic mission of
Matignon High School.
Article III
Membership
There shall be two classes
of membership in MAA, Regular and Honorary:
n
Regular Membership: All graduates of Matignon High School
become Regular Members of the Association
n
Honorary
Membership: Any person who
is not an alumnus/a of the School will become an Honorary Member, if elected by
a majority vote of the MAA Board of Directors convened for that purpose.
All
Regular members shall have full voting privileges and will be eligible for
election as Directors and officers of MAA. Honorary Members will have all the
rights and privileges of Regular Members, except the rights to vote and hold office.
The amount of the annual
dues of membership in MAA shall be determined by the Board of Directors from
time to time, and the Board may at any time waive such dues as they see fit.
Further, the Board may vote to adopt a system of voluntary contributions from
the membership, and may, in its sole
discretion, make such dues or
voluntary contributions a condition of membership in MAA.
Article V
Board of Directors
There shall be a Board of
Directors consisting of not less than seven (7) nor more than twentyone (21)
members. Regardless of the number of Directors at any given time, a minimum of
a simple majority (half the total
number plus one) must be
alumni of Matignon High School. All members of the Board will be elected to
two-year terms except those noted below. The terms of individual Directors
should be "staggered" to improve continuity while ensuring a flow of
new members over time. The Directors will serve without compensation, although
the board, in its sole discretion, may opt to reimburse reasonable
out-of-pockets expenses incurred in the exercise of their duties.
The total number of
Directors will include three members who are automatically elected by virtue of
their positions:
n
The Chair, or
designee, of the Matignon Advisory Board;
n
The Principal of
Matignon, or his/her designee; and
n
A parent designee
from the Matignon Parents Are Caring (PAC) group
Other candidates for the
Board may be considered by the Committee on Nominations and Elections if their
names are forwarded to the Committee by the individuals themselves, by a
recommendation by a member of the Matignon administration, or by any Regular or
Honorary Member of the Association.
Any vacancy, other than
that created by the normal expiration of a term, may be filled by election of a
qualified candidate to fill the remainder of the unexpired term.
The Board of Directors
shall have all the powers usually vested in a Board of Directors of a nonprofit
corporation. They shall be responsible for the general direction, control and
management of the property, other assets and business of MAA. They shall have
the power to lease and to purchase, pledge, mortgage and sell the real property
of MAA, and to make all such contracts and agreements on behalf of MAA, as they
deem needed or convenient for the successful operation of MAA's affairs. They
shall employ at their pleasure, and remove all such persons or agents as they
deem necessary and proper in the conduct of the operation of MAA, and shall
determine the compensation and duties of all officers, employees, agents,
clerks and other representatives. The directors will generally do all such
lawful acts and adopt such lawful measures consistent with these Bylaws and the laws
of the Commonwealth of Massachusetts, as they shall deem best calculated to
promote to the fullest extent the interests of MAA and Matignon High School.
The Board shall have the
power to make, change, modify and amend such rules and regulations as, in the
discretion of the Board, may be necessary in the proper transaction of MAA's
affairs. They have the power to adopt, change, amplify or amend such rules as
they deem necessary, and on or before March fifteenth of each year, deliver a
copy of such rules and regulations (as amended) to the Chair of the Committee
on Nominations and Elections.
The Board may appoint an
Audit Committee each year, at its discretion, for the purpose of auditing the
books, accounts and finances of MAA at least once per fiscal year, and at other
times when it may be advisable in the opinion of the Board. If an Audit
Committee is not appointed, the Board shall become a "committee of the
whole" and act as the Association's audit committee. If the Board deems it
necessary or advisable, it shall have the power to appoint an outside auditor
or financial counsel to assist in fiscal oversight.
Duties
of the individual Directors include the following:
n
Attend Board
Meetings;
n
Participate in the
activities of the Board and the School;
n
Vote to elect other
members and on other matters which come before the Board; and -- Participate on
at least one Committee of the Board
Article VI
Officers
The officers of MAA shall,
at a minimum, be a President, a Treasurer and a Secretary. The President will
also serve as the Chair or a Co-Chair of the Board of Directors. At its
discretion, the Board may elect up to three Vice-Presidents for whatever
purposes it deems fit. All officers will be drawn from the list of current
Directors. Officers will be elected annually by a majority vote of the Board of
Directors, and otherwise in accordance with other provisions described
elsewhere in these By-laws. This election shall take place after the election
of the Board.
Alt -officers will
be elected for two year terms Two terms may
he served consecutively in the same office. After serving up to two consecutive
terms in one office, individuals may be elected to another office with no
hiatus. Officers will serve without compensation, although the Board, in its
sole discretion, may opt to reimburse reasonable out-of-pocket expenses incurred
in the exercise of their duties.
Article VII
President
The
President shall be the Chief Executive Officer of MAA. It is expected that the
President will preside over all Board meetings and other important meetings of
the Association. However, in the President's absence, such meetings will be
presided over by the senior officer present. If no officers are present,
serious consideration should be given to rescheduling the meeting, but if that
is not possible, the senior alumnus/alumna present should preside.
As
the Chief Executive Officer of MAA, the President shall oversee the operations,
administration, planning and finances of the Association, delegating authority
to appropriate parties as necessary and proper. The MAA President will
represent the Association at the Annual Commencement Exercises.
The President may, in
his/her sole discretion, call meetings of the MAA Board, or any of the Board's
committees, at any time, upon giving at least seven days written notice of said
meeting, its purpose, place and time. The President, with the advice and
consent of the Board, shall appoint all committees necessary for the conduct of
MAA's affairs. He/she shall also have such additional powers and duties as from
time to time may be voted by the Board of Directors.
Article VIII
Treasurer
The
Treasurer shall give bond to MAA, if so required by the Board of Directors, in
such sum and with such sureties as the Board may require for the faithful
performance of the Treasurer's duties. S/he shall be subject to such conditions
and restrictions as may be made by the Board and shall have custody of all
monies, debts, obligations, contracts, documents and other such papers
belonging to MAA, and collect all monies from time to time due and owing to the
Association, and disburse the same pursuant to the contracts and obligations of
MAA, or by order of the Board.
The Director of Alumni
and Development, the Treasurer and the Principal of Matignon High School shall
have sole and exclusive right to sign checks, promissory notes, drafts and
mortgages for and in the name of MAA, and then only in the regular course of
business of MAA. The treasurer shall keep, or
cause to be kept, an accurate account
of all receipts and expenditures, and shall submit a report to the Board of Directors
at such times and in such formats as the Board requests, of the financial
condition of the MAA.
The
Treasurer will submit, in a timely manner, an annual Report to the Board, for
transmittal to the Principal, on the financial aspects of the MAA. This will
assist the Principal in meeting the School's audit requirements.
Article IX
Secretary
The Secretary shall
attend the meetings of the MAA Board, and shall record upon the book of records
the minutes of these meetings, which minutes shall be a comprehensive account
of the proceedings. These minutes will be circulated to all Board members in
advance of the subsequent Board meeting so that they can be reviewed for
accuracy and completeness, before a vote is taken to accept them.
The
Secretary shall have custody of the common Seal, and shall keep, or cause to be
kept this seal safely.
The
Secretary shall keep, or cause to be kept, a correct list of the names and last
known addresses of every member of MAA. He/she shall, each year before May
first, mail, or cause to be mailed to each member of MAA a ballot with the
names of the candidates for election to MAA's Board. This same ballot will
include for informational purposes the slate of MAA officers expected to be
elected by the Board of Directors for the subsequent year of operations.
The Secretary shall
notify all officers and directors of their election to office. He/she acts as
the secretary to the Committee on Nominations and Elections.
The Secretary will also
be responsible for notifying the Membership of MAA and members of the Board of
Directors of their respective meetings in a timely manner, in accordance with
these Bylaws.
Article X
Availability of Records
The books and records of the Matignon Alumni Association shall be available for inspection at Alumni House. Access to these records and books must be arranged via appointment, by calling the Alumni Office at the School.
Article Xl
Meetings
The meetings of the Board of Directors shall be in accordance with the needs of the Board, and normally shall be called by the President. There shall be a minimum of three (3) regularly scheduled meetings per year. If the President is unwilling or unable to call a meeting, a meeting can be called upon the written request of at least three current directors of the Association. In either case, once the time and place of the meeting is set, the Secretary will notify all appropriate parties of the meeting particulars, including the purpose(s). A notice, in writing, mailed postage prepaid, at least seven days before the meeting, addressed to each director at that person's usual place of business or place of abode, or delivered to the director in hand, shall be deemed sufficient notice of the meeting. Notice of any meeting may be dispensed with if each of the directors in writing, file a waiver of such notice with the Secretary.
A minimum of five (5) directors shall constitute a quorum at any official meeting of the Board of Directors.
At the first meeting of each academic year, the Chairman/President will promulgate the meeting schedule for the rest of the year. Changes to this schedule will be transmitted to the directors in the manner specified above, which procedure will meet the requirements of meeting notice.
Article XlI
Committees
There
will be two types of committees in the Association: standing committees and ad
hoc committees. Every committee shall, to the extent possible, include at least
one member who is also a current Director of the Association.
.
Standing
Committees: These are
committees of the Board which are required on a permanent or multi-year basis,
even though the specific members of the committees may change from time to
time. There initially will be only two Standing Committees of the Board: The
Committee on Nominations and Elections, and the Audit Committee. The Board at
its sole discretion, however, may create additional Standing Committees, if in
its judgment they are needed to carry out the business of MAA more efficiently
or effectively.
Ad hoc Committees: These committees will be appointed by
the Board at its sole discretion, and will be formed to undertake a specific
function or task which has a limited duration and well-defined scope. Examples
of ad hoc committees would be: the 50th Anniversary Committee and the
Achievement/Sports Hall of Fame Committees. There will be no limit to the
number of ad hoc committees which the Board may appoint.
Committee on Nominations and Elections This
Committee will be comprised of five members, including a Chair, drawn from the
membership of the Board of Directors. The Chair of the Nominating Committee
will be the immediate Past President of MAA unless that individual is not
available to serve, in which case the Chair will be appointed by the Board. The
Board of Directors will appoint the members of this Committee each year no
later than January 31 st. The Committee will report in writing to the Secretary
of the Association on or before April first of each year. This Report shall
contain a full and complete list of allnominations
for election to the Board for the following year, and a slate of Officers for
the same time period. Directors will be nominated, normally, for two-year
terms, although occasionally partial terms will be acceptable in the interests
of the Association. Officers will be recommended for two year terms under
normal circumstances. The Committee shall, on or before April 15th of each
year, working with the Secretary of MAA, cause to be printed a sufficient
number of ballots containing a list of all candidates for election to the Board
of Directors, each name accompanied by the candidate's address, Matignon Class,
and a brief summary of pertinent information which would inform the membership
of the individual's background. This ballot will also contain, for
informational purposes, a list of the slate of Officers who are candidates for
election by the Board of Directors for the following year. All elections within
MAA will be by ballot, a majority of votes cast being required for a choice.
The Board will receive the ballots from the Secretary, and will oversee the
counts. In cases of ties, the Board will vote on the tied candidates, and the
candidate receiving the majority of the votes will be elected.
Audit Committee. The Board, at its sole discretion, may decide to appoint an Audit
Committee whose duty it shall be to audit, or cause to have audited, the books,
accounts and finances of the Association at least once during each fiscal year,
and at such other times as may be advisable as the Board directs. If the Board
chooses not to appoint a separate committee to carry out these duties, the
Board of Directors will act as a "Committee of the Whole" and assume
the duties and responsibilities of the Audit Committee.
Article XIII
Bylaw Changes and Amendments
Any
of these Bylaws may be changed, added to, amended or revoked at any regular or
special meeting of the Members of MAA by vote of a majority of the Members
present, provided that fifteen days notice of such meeting, containing a copy
of the proposed change(s), addition(s), amendment(s) or revocation(s), shall
have been given in any official publication of MAA, Matignon High School, or
via any other communication sent to Members of MAA. Any such change(s) shall be
submitted to the Membership only upon the direction of the Board of Directors.
Approved unanimously by the Board of Directors at its regularly scheduled meeting On December 3, 1996
/s/
John C. Rennie, President