Bylaws
 
Article I: OFFICES and AGENT


Section 1. Principal Office
The principal office of THE ASSOCIATION OF BLACK PRINCETON ALUMNI (hereinafter "ABPA") shall be in the State of New Jersey, in the Town of Princeton.


Section 2. Other Offices
ABPA shall have offices at such other locations within the United States as the Board of Directors may from time to time designate.


Section 3. Resident Agent
The resident agent of ABPA shall be a member of the Board of Directors residing in the State of New Jersey. The resident agent shall be selected by the Executive Committee at the first regular meeting of the Board of Directors in each membership year.


Article II: MEMBERSHIP


Section 1. Matriculated Persons
Membership in ABPA shall be open to all persons who have matriculated at Princeton University as undergraduate students or graduate students who otherwise meet the requirements stated herein as well as any other requirements which the Board of Directors may from time to time establish.


Section 2. Other Members
Notwithstanding any other provision of this article, membership in ABPA shall be extended to any person elected to membership at a meeting of the Board of Directors by a majority of the Board of Directors then present or at an ABPA meeting by a majority of a quorum of members eligible to vote at the time such vote is taken.


Section 3. Privileges
All members of ABPA shall be entitled to participate in all ABPA activities, to receive all ABPA publications, and to vote in all elections open to the general membership, and to enjoy any other privileges of membership.


Section 4. Duration
The membership year commences on the first day of September and ends on the last day of August. All of the rights and privileges of membership in ABPA shall accrue upon the payment to the treasurer of the current annual dues or lifetime membership dues.


Article III: MEETINGS


Section 1.  Site of Meetings
Meetings of the membership shall be held at such locations within or without the State of New Jersey as stated and published by the Board of Directors in a "SCHEDULE OF EVENTS" for a membership year or in a "NOTICE OF MEETING."


Section 2.  Annual Meeting
The annual meeting of the membership shall be held at the University at a time designated by the Board of Directors and published to the membership. The annual meeting shall be held for the purpose of transacting such business as is published by the Board of Directors or its Executive Committee in the "ANNUAL MEETING AGENDA," and such other business or agenda items as are approved at the meeting by a majority of those dues paying members present.


Section 3.  Special Meeting
A special meeting of the membership may be called by the President or Board of Directors or the Executive Committee or by the lesser of one-tenth of the membership or thirty members, in person or by proxy, as provided in the Certificate of Incorporation, and may be held at any time or location.  At the time a special meeting is convened, the President or Board of Directors or Executive Committee shall specify the purpose of such meeting and any matters not specified shall not be considered at such meeting.


Section 4.  Notice of Meeting
Notice of the time and location of each regular meeting of the membership in a membership year shall be stated in the Board of Director's program year "SCHEDULE OF EVENTS."  Notice of the time and location of a special meeting shall be published to the membership as far in advance of that special meeting as possible.


Section 5.  Quorum
A quorum of the membership is required to adopt resolutions and transact business on behalf of the membership as a whole. The presence of the lesser of one-tenth of the membership or thirty members, in person or by proxy, shall constitute a quorum of the membership. The vote of a majority of members present where a quorum has been certified shall be necessary to pass a resolution.  A resolution directing the Board of Directors to take specific action on behalf of ABPA requires a two-thirds vote of the members present where a quorum has been certified.  A quorum may only be certified by an ABPA officer.


Section 6.  Voting
Each member shall be entitled to one vote on each resolution being considered at a meeting of the membership. In an election of directors, each member shall be entitled to vote on each nominee for director.  A vote may be cast in person or by proxy or by electronic mail or regular mail.  A written proxy shall be signed and dated by the absent voting member.  A proxy may be delivered via electronic mail from the absent member's personal electronic mail account.  A proxy may be limited or discretionary.  A discretionary proxy must be executed by the agent designated by the absent member..  A limited proxy which unequivocally indicates the will of the voting member may be executed by any member present at the time the vote is taken. The Board may schedule an election of directors by the general membership whenever necessary.


Article IV: BOARD OF DIRECTORS


Section 1. Composition
The affairs of ABPA shall be managed and administered by a Board of Directors, comprised of no more than thirty directors, who shall be ABPA members. The total number of directors on the Board of Directors may be changed by an amendment to these By-laws, except there shall not be less than nine, and a diminution shall not shorten the term of an incumbent director. The Board of Directors shall meet at least twice in a membership year.  Directors shall be selected for a term of three years, and such terms shall be staggered so that approximately one-third of the entire Board of Directors is selected annually.  Directors shall be elected annually by a majority vote of the membership.  The Board of Directors may determine that an election of directors in a given year is unwarranted and may fill vacant director positions by appointment.


Section 2. Annual Report
At the annual meeting of the membership, the Board of Directors shall make a presentation on the activities of ABPA during the previous membership year,  future activities planned or anticipated, and the current financial condition of the organization.  A summary of those presentations will serve as the written annual report of ABPA.


Section 3. Ad Hoc Committees
The Board of Directors may establish ad hoc committees to study, develop, supervise or investigate special issues or projects. Each committee so created will be abolished at the end of the membership year in which it was established, unless otherwise mandated. The Board shall designate a coordinator for each committee who shall make periodic reports to the Board on the committee's activities. The coordinator of an ad hoc committee serves at the pleasure of the Board.


Section  4.   Executive Committee
The Executive Committee of the Board of Directors shall have such power as is necessary to facilitate the day-to-day operation of ABPA.  The Board of Directors shall retain all policy-making authority.  The Executive Committee shall be comprised of the executive officers of the Board of Directors, and four other board members. The Executive Committee shall be selected at the first regular meeting of the Board of Directors in a membership year.  An executive committee shall serve for a term of one membership year and until their successors are selected and qualified.


Section  5.   Executive Officers 
At the final regular meeting of the Board of Directors in a membership year, the directors shall select a Chairperson or President, Vice-Chairperson or Vice-President, Secretary and Treasurer as its officers for the next membership year, who shall also serve as members of the Executive Committee during the next membership year.


Section  6.   Quorum of the Board
The presence of one-third of the entire Board of Directors, including at least two members of the Executive Committee, shall constitute a quorum.  The vote of a majority of the directors where a quorum has been certified shall be the act of the Board of Directors.


Section  7.   Board Meetings
The Board of Directors may hold regular meetings at such places within or without the State of New Jersey as may be published in its Schedule of Events for a membership year.  A special board meeting may be called by the Chairperson or Vice-Chairperson.  Notice of a special meeting shall be given to each director at least five days prior to the meeting.  Said notice shall indicate the time, place and purpose of such meeting, but the statement of purpose shall in no way limit the matters which may be considered at such a meeting.  A director may at any time waive notice of a meeting.


Section  8.   Voting
Each director shall have one vote on each matter considered by the Board of Directors.  Such vote may be cast in person, teleconference, proxy, electronic mail or regular mail.   A director proxy shall be signed and dated by the voting director.  A proxy may be delivered via electronic mail from the director's personal electronic mail account.  A proxy may be limited or discretionary.  A discretionary proxy must be executed by the director designated by the voting director.  A limited proxy which unequivocally indicates the will of the voting director may be executed by any director present at the time the vote is taken.  Proxies must be verified by the Secretary at the time the vote is taken.


Article V: THE PRESIDENT

Section 1.  The President of ABPA shall be the chairperson of the Board of Directors and the Executive Committee. The President is the chief executive officer of ABPA and shall be responsible for the coordination of the activities of the membership of ABPA and the work of the Board of Directors and the Executive Committee. The President shall preside over meetings of the general membership and meetings of the Board of Directors and the Executive Committee.  The President shall be answerable to the Board of Directors and shall be subject to all legal and reasonable demands and restrictions duly made by the Board of Directors.


Article VI: THE VICE-PRESIDENT

Section 1.  The Vice-President of ABPA shall be the vice-chairperson of the Board of Directors and the Executive Committee.  The Vice-President shall assist the President in the coordination of the activities of the membership of ABPA and the work of the Board of Directors and the Executive Committee.  In the absence of the president or when the president has been removed or has resigned, the Vice-President shall perform the duties of the President. The Vice-President shall organize the selection and coordinate the activities of Regional Representatives of ABPA, and shall make periodic reports on the status of regional activities. The Vice-President shall be answerable to the Board of Directors and shall be subject to all legal and reasonable demands and restrictions duly made by the Board of Directors. The Vice-President shall serve as an ex officio member of the Communications Committee.


Article VII: THE SECRETARY

Section 1.  The Secretary of ABPA shall be a member of the  Board of Directors and the Executive Committee, and shall be responsible for publishing notice of all meetings of ABPA and its Board of Directors, and shall take minutes of all such meetings including Executive Committee meetings and preserve such minutes for inspection by the membership. In addition, the Secretary shall serve as parliamentarian at meetings and shall, personally or through an agent, furnish opinions as to the propriety of the procedures and activities of ABPA with reference to the Certificate of Incorporation and  By-laws, votes, certify the validity of proxies, certify the presence of a quorum and announce the results of any election. The Secretary shall be subject to all legal and reasonable demands and restrictions duly made by the Board of Directors. The Secretary shall serve as an ex officio member of the Communications Committee.


Article VIII: THE TREASURER

Section 1.  The Treasurer of ABPA shall be a member of the Board of Directors and the Executive Committee.  The Treasurer shall be responsible for budgetary accounting and shall make recommendations to the Board concerning fiscal conditions and shall prepare an annual certificate of condition as required by statute.  The Treasurer shall keep accurate records of all financial accounts controlled or owned by ABPA and be responsible for the preparation of annual fiscal reports.  The Treasurer shall be subject to all legal and reasonable demands and restrictions duly made by the Board of Directors.  The Treasurer shall serve as an ex officio member of the Capital Funds Committee.


Article IX: STANDING COMMITTEES AND CHAIRS


Section 1. Committee Chairs
The chairperson of each standing committee shall be a member of the Board of Directors.  Each committee chairperson shall be responsible for the operation of their committee and shall have the authority to promulgate rules for the operation of their committee, shall preside at committee meetings and shall present reports to the Board of Directors concerning the operation and activities of such committee. A committee chairperson serves at the will of the Board of Directors. Policy decisions are reserved to and shall be made by the Board of Directors.


Section  2.  Capital Funds Committee
There shall be a Capital Funds Committee. The chairperson shall exercise authority necessary for the Capital Funds Committee to raise funds, solicit and review grants and recommend policy to the Board of Directors for the capitalization of ABPA.


Section 3.  Recruitment Committee
There shall be a Recruitment Committee. The chairperson shall exercise the authority necessary for the Recruitment Committee to assist and encourage Princeton University in its recruitment of Black candidates for undergraduate and graduate degree programs as well as faculty and staff positions.


Section 4.  Communications Committee
There shall be a Communications Committee. The chairperson shall exercise the authority necessary for the Communications Committee to publish a periodic newsletter, create and maintain an information center for the accumulation of information about ABPA and the affairs of other alumni organizations at Princeton University and at other colleges and universities, coordinate membership solicitations and special membership services, coordinate public relations and press releases for ABPA, and maintain a directory of Black alumni.  The chairperson is expressly authorized to solicit advertising and other funds to defray the costs of its publications and to contribute to the capitalization of ABPA.


Article X: REGIONAL REPRESENTATIVES

Section 1.  Regional Representatives of ABPA shall be selected through process set by the Vice-President with the approval of the Board of Directors. Each regional representative shall be approved by and serve at the pleasure of the Board of Directors.  The regional representative, in coordination with the Vice-President, will undertake activities which will encourage alumni participation in an effort to further the goals of ABPA and Princeton University.


Article XI: SEAL AND LOGO


Section 1. Seal
The ABPA seal shall bear the corporate name of THE ASSOCIATION OF BLACK PRINCETON ALUMNI, the year of incorporation and the words "Corporate Seal, Massachusetts."  The seal shall be kept by the Secretary.


Section 2. Logo
The official logo shall include "abpa" in lowercase orange and black letters.


Article XII: WAIVER

Section 1.  Whenever any notice is required to be given by statute or  the provisions of the Certificate of Incorporation or  By-laws of ABPA, a waiver thereof, in writing, by the person entitled to such notice, before or after the time notice is due, shall be deemed equivalent thereto.


Article XIII: FISCAL YEAR

Section 1. The fiscal year of ABPA shall begin on first day of September and end on the last day of August.


Article XIV: AMENDMENTS

Section 1. The Board of Directors shall have the power to make, alter, amend or repeal any and all of the By-laws. The Board shall publish amendments to the By-laws to the membership in a timely fashion. This provision shall not affect the power of the membership to amend the By-laws.


Article XV: REMOVAL OF DIRECTORS

Section 1.  Any director may be removed with or without cause by the ABPA membership.  The Board of Directors or the Executive Committee may remove a director for cause. "Cause" shall include the unexcused failure to attend Board meetings or failure to participate in the activities of the Board or ABPA.  A director may be removed pursuant to this article for the unexcused failure to attend three (3) consecutive Board meetings. For purposes of this article, the annual meeting of the membership shall be considered a Board meeting.  Notice of the removal of a director by the Board or the Executive Committee shall be published to the membership.  Removal of a director requires a two-thirds vote of the entire Board of Directors or the Executive Committee or the entire membership.


Article XVI: RESIGNATION AND VACANCIES

Section 1.  A director may resign from any office or position at any time.  Any vacancy in any office or on the Board or any committee of the Board may be filled by affirmative vote of a majority of the remaining directors.  A director elected to fill such a vacancy shall be installed only for the unexpired term of the predecessor.


ARTICLE XVII: BOARD OF ADVISORS


Section 1. Service
There shall be a Board of Advisors.  Members of the Board of Advisors shall serve at the discretion of the Board of Directors.


Section 2. Appointment and Removal
The Board of Directors shall appoint or remove members of the Board of Advisors by at least a two-thirds vote of a quorum of the board of directors.  The names of the Board of Advisors shall be published to the ABPA membership at each annual meeting.


Section 3. Mission
The Board of Advisors shall assist and support ABPA and advise the Board of Directors on matters of interest to ABPA.




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