THE CONSTITUTION AND BYLAWS OF VHS-VC ALUMNI NORTH AMERICA INC.
PREAMBLE
The following Constitutions and Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of New Jersey and the Articles of Incorporation of VHS-VC ALUMNI NORTH AMERICA INC. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of New Jersey, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of this Constitution and the Articles of Incorporation of Organization, it shall then be this Constitution which shall be controlling.
The Organization is established within the meaning of IRS Publication 557 Section 50l(c)(3) Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code. It shall be operated exclusively to develop and improve the infrastructure and educational standards for present and future students of Victory High School/Victory College located in Ikeja, Lagos, Nigeria.
The Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of New Jersey and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Organization. At no time and in no event shall the Organization participate in any activities which have not been permitted to be carried out by an Organization exempt under Section 50l (c) of the Internal Revenue Code of 1986 (the “Code”).
ARTICLE I- NAM
The Alumni Association shall be known as VHS-VC ALUMNI NORTH AMERICA INC. (the “Alumni Association”).
ARTICLE II- MISSION
The organization has been organized for the following purposes:
To advance the growth and development of the School through financial and economic support by the Alumni Association.
To organize and coordinate fundraising efforts and other special events in order to fund identified projects, and to engage constituencies beyond the Alumni body for assistance with the Association fund-raising efforts.
To remain in active coordination with the School’s administration to ensure that funds raised and disbursed to the School are used for the intended purpose. Monitor and ensure successful completion of all projects. Liaise with trusted local personnel to ensure proper appropriation and management of funds.
Undertake all efforts necessary to accomplish the aforementioned goals, as approved by members of the Alumni Association.
ARTlCLE III -MEMBERSHIP
Membership of the Association is open to all Alumni of the School, provided such student completed at least one continuous academic year at the School. Honorary membership may be conferred by the action of the Alumni Association body to a person of distinction, not being a student, but who has contributed in a considerable measure to the development and image of the Association. Such person must have expressed an interest in membership consideration and be sponsored by a member of the Association. Such person shall be considered for an Honorary membership status (“Honorary Member”)
All members are required to contribute an annual membership due of $150.00 to the Association. Only active members who are current in the payment of their membership dues will be eligible to vote on matters being considered by the Association. The Association shall be funded through its membership dues, fund-raising activities, donations and or special levies on its members (collectively“Funds”). Up to eighty percent (80%) of the collected Funds shall be used for the Association’s stated intended purposes. The remaining membership Funds shall be used for the operation of the Alumni Association.
An Active membership shall constitute the following:
- Timely and full payment of dues and fulfillment of all financial obligations to the Association.
- Attendance of regularly scheduled meetings of the Association and the provision of moral and / or physical support to the smooth running of the Association.
- Abidance by the rules and regulations of the Association.
ARTlCLE IV- FINANCE
There shall be bank Accounts(s) opened and maintained in the name of the Association. The Treasurer, President, and the Vice President shall be signatories to the Account(s). Any amount over $200 to be withdrawn from the account(s) shall require at least two (2) signatories’ signatures.
Sources of income of the Association shall include, but not limited to:
- Annual membership contribution of one hundred and fifty dollars ($150)
- Proceeds of social and other activities.
- Fines and donations.
- Levies, when deemed necessary and expedient.
Under no circumstances shall the Association’s funds or other financial instrument be placed in or under a personal name or account.
ARTICLE V – FULL AUTONOMY AND INDEPENDENCE
- The Association shall maintain full and complete autonomy in setting and pursuing its goals, agenda and executing such as necessary without interference from, or recourse to any other body, foreign or domestic.
- Membership of the Association shall debate and adopt specific motions, where necessary, to empower the Association’s Executive Committee to engage and work with other bodies on specific causes and initiatives towards the attainment of its objectives.
ARTlCLE VI- OFFICERS / EXECUTIVE COMMITTEE
- The Association shall be governed by an Executive Committee comprised of Executive Officers. The purpose of theExecutive Committee is to carry out the vision / mission statement of the Association and other goals or activities that are established from time to time by the Association.
- The Executive Officers shall be elected from among the membership during regularly scheduled elections.
- The Executives Officers of the Association shall be President, Vice President, Secretary, Treasurer, and such other officers as the membership deems appropriate.
- The term of service for the officers of the Association shall and will continue to be for a two (2) year period. No officer shall be allowed to serve more than two (2) consecutive terms.
ARTlCLE VII- DUTIES OF OFFICERS
PRESIDENT
- It shall be the responsibility of the President to supervise and conduct all activities and operations of the Association.
- The President shall keep the members of the Association informed and freely consult with them in relation to all activities of the Organization. The President shall see that all orders and/or resolutions of the Organization are carried out as intended.
- The President shall be empowered to act, speak for, or otherwise represent the Organization at all times.
- The President shall preside over General and Executive meetings and all other meetings of the Executive Committee; serve as the Association’s chief officer; serve as the Association chief spokesperson and the ex-officio member of all the committees’ meetings.
- Shall have the power to use his or her veto to resolve any stalemate at meetings.
- Shall have the power to delegate any member for any special duties after due consultation with other members of the Executives.
- Shall be one of the alternate signatories to all Association’s bank or financial documents.
- Shall, at the Annual General Meeting, present a comprehensive report of the preceding year’s activities.
VICE PRESIDENT
- The Vice President shall serve in the capacity of the President in the event the President is unable to perform the duties of that office and he or she shall perform other duties as reasonably required by the Executive Committee.
- Shall be the temporary custodian of monies collected in the absence of the Treasurer and shall deposit same to the Association Bank by the next business day and promptly submit prove of such deposit to the treasurer.
SECRETARY
- The Secretary shall maintain a register of the Association members.
- The Secretary shall be the custodian of the Association records and documents and shall provide notification of all meetings and agenda to members.
- The Secretary shall be responsible for the recording of all minutes of each meeting and distribute same in a timely manner. However, in the event that the Secretary is unavailable, the President shall appoint any member to act as Secretary at the meeting.
- Shall be responsible for all correspondence and shall perform other duties as reasonably required by the Executive Committee.
TREASURER
- It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses and other matters customarily included in financial
- The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables of the Association. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of the Association and shall render to the members of the Association, whenever they request it, an account of all the Treasurer’s transactions as treasurer and of the financial condition of the Association.
ARTlCLE VIII- BOARD OF TRUSTEES
- There shall be up to five, but no fewer than three, members of the Board of Trustees. The number of the Board may be increased beyond five members or decreased to less than three members by the affirmative vote of a simple majority of the Executive Committee.
- The President shall be responsible for the appointing of one of the three Trustees. Members of the Association shall be responsible for the nomination and appointment of the remaining Trustees.
- Members of the Board shall consist of at least two (2) former Executives of the Association.
- The Board will serve as the Advisory Council to the Executive team and conduct the oversight of the Executive team.
- The Board will elect a Chairman among its rank to administer the business of the Board.
- Each Board member shall serve a term of two (2) years and may be reelected for one (1) additional term.
- The Board shall meet at least once every quarter at an agreed upon time and place. An official Board meeting requires a two (2) weeks’ advance notice of the meeting be given to each member before the meeting.
- A member of the Trustee cannot run for elected office or be appointed for executive office by the President, unless said member steps down from the Board.
- All issues to be voted on shall be decided by a simple majority of those present and a two-third (2/3) shall constitute a quorum.
ARTICLE IX – AUDIT COMMITTEE
- The Association shall appoint up to two (2) members in good standing to serve as auditors, in addition to the chair of the Audit Committee. The Audit Committee shall conduct periodic audits, including quarterly evaluation of the Association’s financial activities. The review shall include, but not limited to the Association bank records, cash flow statements and the Association internal control system.
- Members of the Executive Committee or any person with a material financial interest in any entity doing business with the Association are not eligible for appointment to the Audit Committee.
- At least one (1) member of the Audit Committee shall have training or experience in accounting or finance. Appointees to the Audit Committee shall serve for a period of two years and may be appointed for one additional two-year term.
ARTlCLE X- BANK ACCOUNT
The Association shall open and maintain bank account(s) with banks designated by the Executives.
- Signatories to the account(s) shall be the Treasurer, the President, and the Vice President.
- The Treasurer shall be the primary signatory, the President and Vice President shall be the alternates. Any withdrawal over $200 shall require two signatories.
ARTlCLE XI- TERMS OF OFFICE
- The term of office for elected officers shall be two (2) calendar years.
- The Executive shall stand dissolved as soon as it is officially pronounced as such by the President at the General Meeting at the end of its term.
- A new Executive shall take over at the last Sunday in October of the year of the election.
- In the event of the removal, resignation, or incapacitation, of the President, the Vice President shall take over the duties of the President for the remainder of the President’s term. If the Vice President is deemed incapable of replacing the President by the Board of Trustees, an ad-hoc Executive(s) must be appointed immediately by the Board of Trustees for the vacated elected position(s), and election shall be held within 90 days to fill the vacated position.
- Subject to the provisions of Article VII and as may hereinafter be provided; no officer shall hold the same office more than two (2) consecutive terms.
ARTlCLE XII- ELECTIONS
- Election of officers of the Association shall be held at the General Meeting at the end of each term. Elections may be held at any time before the regularly scheduled election to fill any vacant position created as a result of removal, resignation, death, or incapacitation of the office holder.
- The Association shall appoint a three (3) member Election Committee to coordinate and oversee the integrity of the election.The committee’s appointment shall last only through the election cycle to which it is appointed.
- Voting in elections shall be by a secret ballot.
- A nominated candidate must be supported by at least two (2) other members in order to advance the nomination.
- Any member in good standing shall have the right to contest and vote in an election.
ARTlCLE XIII- RESIGNATIONS
- Any elected member of the Executives can resign his or her position by notifying the Board of Trustees in writing at least four (4) weeks before such resignation will take effect.
- Any member of a committee can resign his or her membership of such committee by notifying the President at least four (4) weeks before such resignation will take effect.
- Any notice given pursuant to Article X shall contain the reasons for such resignation.
ARTlCLE XIV- MEETINGS
- There shall be one Annual General meeting in one calendar year where the President shall read the Annual reports.
- Notice of any meeting of the Association, time and place shall be communicated to all Alumni whose address is on record with the Alumni Association at least one (1) month in advance of the meeting by the Secretary.
- The presence of 5 members at any meeting shall constitute a quorum.
- There shall be other regular General meetings of the Executives held at least every other month at a time and place convenient to the Executives.
- The President shall have the power to call an emergency General meeting whenever he deemed it necessary, a 48-hour notice of such meeting shall be given to members.
- All matters requiring full member vote shall be decided by a simple majority of those present.
ARTlCLE XIV- QUORUM
- The presence of 5 person at any regularly scheduled meeting shall constitute a quorum for the transaction of business. The act of the majority of members present at a meeting in which there is a quorum shall be the act of the Association.
- A member shall be considered present at any meeting if during the meeting he or she is present via telephone or web conferencing with the other members participating in the
- If a quorum is not present at a meeting, the President may: (i) delay the meeting for up to 10 minutes until more people arrive; (ii) adjourn the meeting until a quorum shall be present; or (iii) informally proceed with the meeting and make informal decisions which cannot be acted upon. There shall be no official minutes of an inquorate meeting, however, the Secretary of the meeting may take informal notes of the decisions so that it can be brought forward at the next meeting when there is a quorum and the decisions can be acted upon.
ARTICLE XVI – BENEVOLENCE FUND / BENEVOLENCE COMMITTEE
- The purpose of the Benevolence Fund is to help members of the Association with a nominal financial gift in a time of need or on a joyous occasion. The Fund is recognized and designated as a permanent fund, established by members of the Association to be disbursed for its stated, intended purposes at the direction of the Benevolence Fund Committee.
- The Association shall appoint up to three (3) members to serve on the benevolence committee, including the chair of the Committee. The Committee shall serve a one-year term. There is no restriction on the number of consecutive years a member may serve on the Benevolence Fund Committee. The Benevolence Committee shall be responsible for the management of the Fund. The Committee shall define and make recommendation to the members of the Association as to what event(s) qualifies for benevolence giving. Notwithstanding anything contained herein, a simple majority vote of the members of the Association (in good standing), shall be required to approve the amount of the benevolence gift.
- The Fund from Benevolence Account shall be restricted and held in a distinct and separate interest-bearing account of the Association. Such separate interest-bearing accounts shall be exclusively designated for holding the Benevolence Fund. The Benevolence Fund account shall not be used for any operational expenditure of the Association.
- The Benevolence Fund shall be funded by an annual contribution from members of the Association(currently $50.00). In addition to the annual contribution, the Benevolence Committee, at its discretion may solicit additional donation from members or hold a fund-raising activity to boost the Benevolence Fund Account.
ARTlCLE XVII- DISCIPLINE
A person shall cease to be a member of the Association if he or she is found guilty of indiscipline, fraud, misappropriation of funds, gross misconduct, and embezzlement of the Association’s fund by the Disciplinary Committee. Nothing shall prevent an aggrieved member from appealing as of right within thirty (30) days to the Executive Committee for re-hearing of his or her case.
ARTlCLE XVIII- LIASON WITH NIGERIAN CHAPTER
Where approved by a resolution of the Association, the Executive Body shall liaise with Victory High School / Victory College Old Students Association in Nigeria and other overseas Associations to coordinate the efforts towards attaining specific goals and objectives stated in Article II of this Constitution.
ARTlCLE XIX- AMENDMENTS
Any member of the Association may propose amendments to the Constitution of the Association. The provisions of these Constitution may be amended by a majority vote of those members present and voting at the General Annual meeting. Notice and intent to amend such provision of the Constitution must be provided to all members of the Association at least one (1) month in advance of such meeting.
ARTlCLE XX- FISCAL YEAR
The fiscal year of the Alumni Association shall be a calendar year.
ARTlCLE XXI- DISSOLUTION/LIQUIDATION
In the event of liquidation, dissolution or termination of this Association by any means whatsoever, all remaining assets, after payment of liabilities, shall be distributed or appropriated to Victory High School / Victory College, Lagos, Nigeria or to one or more recognized charitable organizations for the awarding of scholarship for deserving students.
ARTlCLE XXII- CERTIFICATION
This Constitution is hereby adopted this 10th day of October 2020 by the entire membership of VHS-VC ALUMNI NORTH AMERICA INC.
Christopher O. Jegede
Secretary
