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Bylaws


BY-LAWS OF THE PRINCETON ASSOCIATION OF NEW ENGLAND
(Adopted by Board of Directors on May 10, 1999)

TABLE OF CONTENTS                            i    


ARTICLE I -- NAME, PRINCIPAL OFFICE AND PURPOSE                

    1.01.     Name of the Organization.                    1    
    1.02.    Principal Office.                        1
    1.03.    Purpose.                            1

ARTICLE II -- MEMBERS AND MEMBERSHIP                    

    2.01.    Members.                            1
    2.02.    Admission of Members.                    1        
    2.03.    Identity of Members.                        2        
    2.04.    Non-Liability of Members.                    2
    2.05.    Non-Transferability of Memberships.            2
    2.06.    Political Activities of Members
    2.07.    Duration and Termination of Membership.            2
    2.08.    Reinstatement.                            2

ARTICLE III -- MEETINGS OF MEMBERS

    3.01.    Place of Meetings.                        2
    3.02.    Annual Meeting.                        3
    3.03.    Special Meetings.                        3
    3.04.    Notice Meetings.                        3
    3.05.    Conduct of Meetings.                        3
    3.06.    Quorum for Meetings.                        3
    3.07.    Majority Action as Membership Action.            3
    3.08.    Voting Rights.                            3
    3.09.    Dues.                                3
                    






ARTICLE IV -- BOARD OF DIRECTORS

    4.01.    Board Composition and Election.                4
    4.02.     Qualifications.                            4    
    4.03.    Tenure.                            4
    4.04.    Filling of Vacancies.                        4
    4.05.    Powers.                            4
    4.06.    Duties.                                5
    4.07.    Political Activities of Directors.                5
    4.08.    Place  Meetings.                        5
    4.09.    Regular  Meeting.                        5
    4.10.    Special Meetings                        5
    4.11.    Quorum                            6
    4.12.    Conduct of Meetings.                        6
    4.13.    Voting.                            6
    4.14.    Action by Board of Directors Without a Meeting.        6
    4.15.    Annual Reports.                        6




ARTICLE V -- COMMITTEES

    5.01.    Committees.                            7
    5.02.    Committee Membership.                    7
    5.03.    Executive Committee.                        7
        

ARTICLE VI -- OFFICERS AND EXECUTIVE DIRECTOR    

    6.01.    Titles, Election, and Tenure.                    8
    6.02.    Powers and Duties of the President.                8
    6.03.    Powers and Duties of the Vice-President.            8
    6.04.    Secretary.                            8
    6.05.    Membership Director.                        9
    6.06.    Treasurer.                            9
    
ii

ARTICLE VII -- CONFLICT

    7.01.    Conflict of Interest.                        9

ARTICLE VIII -- INDEMNIFICATION

    8.01.    Indemnification.                        10

ARTICLE IX -- EXECUTION OF CHECKS AND INSTRUMENTS

    9.01.    Execution of Checks and Notes.                10
    9.02.    Execution of Instruments.                    11
    9.03.    Deposits.                            11
    9.04.    Contingency Account.                    11
    9.05.    Gifts.                                11

ARTICLE X -- MISCELLANEOUS PROVISIONS

    10.01.    Fiscal Year.                            11
    10.02.    Association Records.                        11
    10.03.    Budget.                            12
    10.04.    Evidence of Authority.                    12
    10.05.    Constitution of the Association.                12
    10.06.    Severability.                            12
    10.07.    Pronouns.                            12
    10.08.    Notices                            12

ARTICLE XI -- AMENDMENT OF BY-LAWS AND ARTICLES OF ORGANIZATION

    11.01.    Amendment of Articles and By-Laws by Directors.        13
    11.02.    Amendment of Articles and By-Laws by Members.        13







iii



BY-LAWS OF THE PRINCETON ASSOCIATION OF NEW ENGLAND
(Adopted by Board of Directors on May 10, 1999)

ARTICLE I -- NAME, PRINCIPAL OFFICE AND PURPOSE

1.01    Name of the Organization.  The name of the organization is the Princeton Association     of New England ("Association").

1.02    Principal Office.  The principal office of the Association shall be located in Boston, Massachusetts, and the Association may maintain such other offices as the Association Board of Directors may determine.

1.03    Purpose.  The purpose of the Association shall be to further the interests, welfare, educational and cultural aims of Princeton University for so long as the Association is in existence and Princeton University remains organized exclusively for charitable, educational or scientific purposes under 26 U. S. C. §§ 501(c) (3) and 170 (b) (1) (A) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE II -- MEMBERS AND MEMBERSHIP

2.01    Members.  The following persons shall be eligible for membership in the Association:

    (a)    all persons who shall at any time be correctly listed as alumni by Princeton University, or who are or have been members of the University faculty or administration, or who are or have been Mid-Career Fellows;

    (b)    any parent or guardian of any currently enrolled undergraduate or graduate student at Princeton University or of any alumnus/alumna; and
 
    (c)    the surviving spouse of any alumnus/alumna of Princeton University.

    (d)    such other persons as the Board of Directors of the Association may from                 time to time approve

2.02    Admission of Members.  Membership may be conferred upon such persons, and for such duration, as the Board of Directors may from time to time approve.

2.03    Identity of Members.  The Members of the Association shall be composed of those individuals who satisfy the eligibility requirements listed in Section 2.01 of this Article and who pay any and all appropriate annual dues as may be assessed by the Association upon its Members.

2.04    Non-Liability of Members.  No Member of the Association shall be personally liable for the debts, liabilities or obligations of the Association.

2.05    Non-Transferability of Memberships.  No Member may transfer a membership or any right arising therefrom.  All rights of membership cease upon the dissolution of the membership.

2.06    Political Activities of Members.  The Princeton Association of New England is a non-partisan association.  No Member shall imply in any manner whatsoever that such Member is acting on behalf of the Association if and when such Member takes part in any political activity.  Violation of this Section will constitute grounds for termination of such Member's membership under Article II, Section 2.06.

2.07    Duration and Termination of Membership.  Each Member of the Association shall continue to be a Member for the duration of the membership term or until such membership is terminated with or without cause by a vote of at least a simply majority of the directors of the Association .  Any Member may resign by filing his or her written resignation with the Secretary of the Association.  Such resignation shall be effective upon receipt, unless it is specified to become effective at some later time or upon the happening of some future event.  Any involuntary termination of membership shall become effective upon the mailing of a written notice in the manner referred to in such notice of termination from the Board of Directors or any office of the Association to the Member.

2.08    Reinstatement.  Notwithstanding any other provision in these by-laws to the contrary, the Association Board of Directors may vote at any time to reinstate any Member whose membership in the Association has been terminated upon such terms and conditions, if any, as the Board of Directors shall approve, and such reinstatement shall become effective immediately upon such vote, unless otherwise provided.

ARTICLE III -- MEETINGS OF MEMBERS

3.01    Place of Meetings.  Meetings of Members shall be held at the principal office of the Association or at any other location in Massachusetts designated by the Board of Directors as the regular place for such meetings, unless a different place is fixed by the Board of Directors and stated in the notice of the meeting.

3.02    Annual Meeting.  The Annual Meeting of the Members of the Association shall be held once each calendar year at a time and place in Eastern Massachusetts, as may be duly designated by the Board of Directors, for the transaction of such business as may come before the meeting.

3.03    Special Meetings.  Special Meetings of the Members may be called at any time for any purpose or purposes by a majority of the Board of Directors.

3.04    Notice of Meetings.  Notice of each meeting of the Members shall be mailed, or otherwise furnished, to each Member of record at least five (5) days before the meeting.  Each such notice shall provide the place, day and hour at which the meeting is to be held and, in the case of special meetings, the purpose or purposes for which the meeting is called.

3.05    Conduct of Meetings.  Meetings of Members shall be presided over by the President of the Association, or if the President is not present, by the Vice-President, if any, or in the case of his or her absence, any other officer of the Association.  The Secretary of the Association, or such other person as the presiding officer may appoint, shall act as Secretary of the meeting.

3.06    Quorum for Meetings.  No less than Twenty (20) Members of the Association
    shall constitute a quorum for meetings.  Except as otherwise provided under the Articles  of Organization or Constitution of the Association, these by-laws, or other provisions of applicable law, no business shall be considered by the Members at any meeting at which the required quorum is not present, and the only motion which the presiding officer shall entertain at such meeting is a motion to adjourn.

3.07    Majority Action as Membership Action.  Every act or decision done or made by a majority of Members present in person at a duly held meeting at which a quorum is present is the act of the Members, unless the Constitution of the Association, these by-laws, or other provisions of applicable law require a greater number.

3.08    Voting Rights.  The  Members of the Association shall have the right to vote for the election of the Board of Directors at the annual meeting.  Each Member is entitled to one vote on each matter submitted to a vote by the Members and shall have one vote per Member at any special meeting of the membership. Voting at duly held meetings shall be by voice vote, except voting for the election of directors may be by written ballot.  Members may not vote by proxy.

3.09    Dues.  Each Member of the Association shall pay appropriate annual dues as determined by the Board of Directors in order to be eligible to vote.

ARTICLE IV --BOARD OF DIRECTORS

4.01    Board Composition and Election.  There shall be a Board of Directors consisting of not less than fifteen (15) Members of the Association and including the following: (a) the officers of the Association, and (b) a number of at-large-members elected at the Annual Meeting of the Members or at any Special Meeting held in place thereof.  Directors shall be elected by the Members of the Association and shall serve for a period of two (2) years on a staggered basis.

4.02    Qualifications.  Directors shall be of the age of majority in the Commonwealth of Massachusetts and must be Members of the Association.

4.03    Tenure.  Subject to applicable law, to the Articles of Organization or Constitution of the Association, and to the other provisions of these by-laws, each director shall hold office for a staggered two-year term and until a successor is chosen and qualified at the next meeting of the Members.  Any director may resign by filing his or her resignation in writing with the Secretary of the Association and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.  No director may resign if the Association would then be left without a duly elected director or directors in charge of its affairs.  

    The Board of Directors may remove a director from office with or without cause by a majority vote of at least two-thirds of such other members of the whole Board of Directors at any regular or Special Meeting of the Board of Directors.  Cause for removal shall include (i) failure to attend three consecutive meetings of the Board of Directors without an excuse for absence satisfactory to the Board of Directors or (ii) violations of the provisions of Article IV, Section 4.07.

4.04    Filling of Vacancies.  In the case of any vacancy on the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining members of the Board of Directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the member of the Board of Directors whose place shall be vacant, and until the election of his or her successor, or until he or she shall be removed, prior thereto, by an affirmative vote of the Board of Directors.

4.05    Powers.  The business and affairs of the Association shall be managed by the Board of Directors which shall have and may exercise all the powers of the Association, except such as are conferred solely upon the Members of the Association by law, the Articles of Organization or Constitution of the Association and by these by-laws.  The directors may delegate to officers and to committees created pursuant to these by-laws such powers as they see fit in addition to such powers as specified in these by-laws.  

    Except as otherwise required by law, the directors shall have full control over the acquisition, management and disposal of the property owned by the Association; and except as otherwise provided by these by-laws, the directors shall have the power to purchase, lease, sell, encumber and otherwise deal with or dispose of such property, and to make such contracts and agreements, including without limitation arrangements relating to financing, as they deem advantageous or consistent with the purposes of the Association.  

    The directors may also determine the compensation and duties, in addition to those prescribed by the by-laws, of all officers, agents and employees of the Association.  In the event of a vacancy in the Board of Directors, the remaining directors may exercise the powers of the full Board of Directors, except as otherwise provided by law, until the vacancy is filled.

4.06    Duties.  It shall be the duty of the Board of Directors to perform any and all duties imposed on the Board of Directors collectively or individually by law, by the Articles of Organization or Constitution of the Association, or by these by-laws.

4.07    Political Activities of Directors.  The Princeton Association of New England is a non-partisan association.  No director shall imply in any manner whatsoever that such director is acting on behalf of the Association if and when such director takes part in any political activity.  Violation of this Section will constitute grounds for termination of such director's membership on the Board of Directors under Article IV, Section 4.03.

4.08    Place of Meeting.  The Board of Directors may hold its meetings and have one or more offices, and keep the books of the Association, within Eastern Massachusetts at such place or places as they may from time to time determine by resolution or by written consent of a majority of the Board of Directors.

4.09    Regular Meetings.  Regular Meetings of the Board of Directors may be held with notice at such time and place as shall from time to time be determined by the President.  Any business may be transacted at any regular meeting of the Board of Directors.

4.10    Special Meetings.  Special Meetings of the Board of Directors shall be held whenever called by any three (3) members of the Board of Directors or by the President.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any Special Meeting.  Any director may in writing waive notice of the time, place and objectives of any special meeting.

4.11    Quorum.  The presence at any meeting of the Board of Directors of at least eight (8) directors then in office, either in person or via  electronic means, shall constitute a quorum for the transaction of the business of the Association.  In the absence of a quorum, a vote of the majority of those present may adjourn the meeting from time to time.  The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Organization or Constitution of the Association or by these by-laws.

4.12    Conduct of Meetings.  At each meeting of the Board of Directors, the President of the Association shall preside, or in case of his or her absence, the Vice-President, if any, or in the case of his or her absence any other officer or director of the Board so designated shall preside.  The Secretary shall act as Secretary thereof, or, in case of his or her absence, the person presiding at the meeting shall appoint a person to act as Secretary of the meeting.  Meetings shall be governed by rules of parliamentary procedure insofar as such rules are not inconsistent with or in conflict with the Articles of Organization or Constitution of the Association, these by-laws, or with any other provisions of applicable law.

4.13    Voting.  At all meetings of the Board of Directors, all matters shall be decided by a majority vote of the directors present.  A tie vote shall constitute a negative vote. Voting by proxy shall not be allowed.  Except as otherwise provided herein, an affirmative vote of a majority of those present shall be necessary for the passage of any resolution.

4.14    Action by Board of Directors Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all of the directors consent to the action in writing and the written consents are filed with the records of the directors’ meetings.  The action taken shall have the same force and effect as a vote taken at a meeting of the directors.

4.15    Annual Reports.  The Board of Directors shall present at each Annual Meeting of the Members an annual report of the Association’s activities during the preceding fiscal year.





ARTICLE V -- COMMITTEES

5.01    Committees.  The Board of Directors, or the President with the approval of the Board of Directors, may appoint such committees of Members of the Association or of the directors of the Board as are deemed desirable, including an Executive Committee to which may be delegated from time to time until further order of the Board of Directors any and all of the powers of said Board in connection with the management of the current and ordinary affairs of the Association.  Such committees may be temporary or continuing, shall act under the supervision of the Board of Directors, and shall act with respect to such special or general problems as the Board of Directors may from time to time determine.  Members of such committees may be removed at any time with or without cause and all or any of such committees may be terminated at any time by the Board of Directors.

5.02    Committee Membership.  Except as provided in the following sections, all committee memberships shall be made by the President, subject to approval by the  Board of Directors.  The President shall serve as an ex officio member of all committees.  Each committee, except as otherwise provided, shall select its own chair.  In the event that a committee does not adequately perform its function, the President may reform that committee with the approval of the Board of Directors.  All committees shall be responsible to and report to the Board of Directors.

    All committees may select non-voting advisors, subject to approval by the Board of Directors.  All committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

5.03    Executive Committee.  The Board of Directors shall appoint at least a five-member Executive Committee that shall be delegated all of the powers of the Board in connection with the management of the current and ordinary affairs of the Association.  The Executive Committee shall consist of at least the President, Vice-President, Secretary, Treasurer, Membership Director and up to two(2) additional directors elected to the Executive Committee by the Board of Directors.  At each meeting of the Executive Committee, the President of the Association shall preside or, in the case of his or her absence, the Vice-President, if any, or in the case of his or her absence, any other officer or director of the Board so designated shall preside  




ARTICLE VI -- OFFICERS

6.01    Titles, Election and Tenure.  The officers of the Association shall be a President, a Vice-President, a Membership Director, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Association.  The officers shall be elected for a two-year term by the Members at their annual meeting.  All officers and agents of the Association shall be subject to removal at any time with or without cause by the affirmative vote of three-quarters of the whole Board of Directors.

6.02    Powers and Duties of the President.  The President shall be the chief executive officer of the Association and shall have general charge and control of all its business affairs and properties.  The President shall preside at all meetings of the Members and the Association Board of Directors.

    The President  may sign and execute all authorized contracts or other obligations in the name of the Association and shall have the general powers and duties of supervision and management usually vested in the office of the President of an association.  The President shall be ex-officio a member of all committees.  The President shall do and perform such other duties as may, from time to time, be assigned to him or her by the Board of Directors.

6.03    Powers and Duties of the Vice-President.  The Vice-President, in the absence of the President, and unless otherwise provided by resolution of the Board of Directors, may sign and execute all authorized contracts or other obligations in the name of the Association.  The Vice-President shall have such other powers and shall perform such other duties as may be assigned by the Board of Directors or by the President.  In the case of the absence or disability of the President, as determined by the affirmative vote of three-quarters of the whole Board of Directors, the duties of that office shall be performed by the Vice President and the taking of any action by the Vice President in place of the President shall be conclusive evidence of the absence or disability of the President.

6.04    Secretary.  The Secretary shall give, or cause to be given, notice of all meetings of Members and of the Board of Directors and all other notices required by law or by these By-Laws; however, any such notice may be given by the President.  The Secretary shall record all the proceedings of the meetings of the Members and of the Board of Directors, and the Secretary shall perform other such duties as may be assigned by the Board of Directors or the President.  In general, the Secretary shall perform all the duties customarily incident to the office of Secretary, subject to the control of the Board of Directors and the President.

6.05    Membership Director.  The Membership Director shall maintain full and accurate records of the membership and make those records available to the Board of Directors as required for Association activities.  The Membership Director shall perform all the duties generally incident to the office of the Membership Director subject to the control of the Board of Directors and the President.  The Membership Director shall do and perform such other duties as may, from time to time, be assigned by the Board of Directors and the President.

6.06    Treasurer.  The Treasurer shall have custody of all the funds and securities of the Association and shall keep full and accurate account of receipts and disbursements in books belonging to the Association.  The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Association in such depository or depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements.  The Treasurer shall render to the President and to the Board of Directors, whenever either of them so requests, an account of all of his or her transactions as Treasurer and of the financial condition of the Association.

    The Treasurer shall perform all the duties generally incident to the office of the Treasurer subject to the control of the Association Board of Directors and the President, and subject to reporting requirements of the Alumni Council of Princeton University.


ARTICLE VII -- CONFLICT

7.01    Conflict of Interest.  No member of the Board of Directors or Executive Committee or other committee and no officer shall directly or indirectly receive any compensation or payment from the Association, except for reimbursement of actual authorized expenses, or enter into any contract with the Association under which such person or any parent, spouse, child, partner, employer, or similarly related person or entity would receive any such compensation or payment, except that a business enterprise of which such person is a member, owner or employee may receive such compensation, payment or contract if such compensation, payment or contract is specifically approved by the Board of Directors and if such compensation, payment or contract is on terms no more favorable than those which an independent third party would require for equivalent services.  The Association may enter into contracts which may directly or indirectly enhance the value of a business or property, but no member of the Board of Directors or Executive Committee or other committee and no officer shall vote or act in connection therewith if such person or any parent, spouse, child, partner, employer or similarly related person or entity has a direct and substantial interest in any business or property that would be specifically, directly and substantially affected by such contract.  

    
ARTICLE VIII -- INDEMNIFICATION

8.01    Indemnification.  The Association shall to the extent legally permissible, and only to the extent that the status of Princeton University as an organization exempt under §§ 501(c) (3) and 170 (b) (1) (A) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and the status of the Association as an organization seeking to further the interests, welfare, educational and cultural aims of Princeton University are not affected thereby, indemnify and hold harmless any person serving or who has served as a member of the Board of Directors, an officer, an employee or an agent of the Association against all liabilities and expenses, including amounts paid in satisfaction of judgements, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him or her in connection with the defense or disposition of any claim, action, suit or other proceeding whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while serving or thereafter, by reason of his or her being or having been such a director, officer, employee or agent, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Association.  

        Expenses, including counsel fees, reasonably incurred by any such member of the Board of Directors, officer, employee, or agent of the Association in connection with the defense or disposition of any such claim, action, suit, or other proceeding may be paid from time to time by the Association in advance of the final disposition thereof upon receipt of an agreement by such individual to repay to the Association the amounts so paid if it is ultimately determined that indemnification of such expenses is not authorized herein.  The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which such director, officer, employee or agent may be entitled.  As used in this Article, the terms “ directors”, “officer”, “employee” and “agent” include their respective heirs, executors and administrators.


ARTICLE IX -- EXECUTION OF CHECKS AND INSTRUMENTS

9.01    Execution of Check and Notes.  Except as the Board of Directors may otherwise direct, all checks, drafts and other financial obligations or commitments made, accepted and endorsed by the Association shall be signed by either the President or the Treasurer of the Association.

9.02    Execution of Instruments.  Except as the Board of Directors may otherwise direct, all contracts or agreements of any nature whatsoever and all mortgages, leases, deeds, transfers and other conveyances of the real or personal property of the Association shall, upon the authorization of the Board of Directors, be executed by two persons, one of whom shall be the Secretary, and the other of whom shall be the Treasurer or the President.  

9.03    Deposits.  All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of the Directors may from time to time select.

9.04    Contingency Account.  Except as the Board of Directors may otherwise direct, the Treasurer shall at the direction of the Executive Committee establish and maintain a Contingency Account of a reasonable sum of accumulated cash or other forms of monetary instruments or obligations that is not needed to cover the operating expenses of the Association in any given fiscal year.  Withdrawals from the Contingency Account shall require the approval of a three-quarters majority of the members of the Executive Committee or the Board of Directors.

9.05    Gifts.  The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise consistent with the purposes of the Association.


ARTICLE X -- MISCELLANEOUS PROVISIONS

10.01    Fiscal Year.  The fiscal year of the Association shall be July 1 through June 30,
    in each year, unless otherwise determined by the Board of Directors, but in all cases shall be consistent with the fiscal year of Princeton University.

10.02    Association Records.  The original, or attested copies, of the Articles of Organization or Constitution of the Association, by-laws and records of all meetings of the directors and Members, and the membership records, which shall contain the names and addresses of all directors and Members, shall be kept in the Commonwealth of Massachusetts at the principal office of the Association.  These copies and records shall be available at all reasonable times for inspection by any Member or director for a proper purpose, but not if the purpose for which such inspection is sought is to secure a list of Members or directors or other information or copies thereof for a purpose other than that which is in the interest of the Members or directors in the affairs of the Association.  The Association shall also keep at its principal office adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

10.03    Budget.  At least two months prior to the beginning of each fiscal year, a tentative budget shall be prepared by the Treasurer in conjunction with the Executive Committee.  The Executive Committee shall submit a proposed budget to the Board of Directors for consideration and adoption.  

10.04    Evidence of Authority.  A certificate by the Secretary or Secretary pro-tem as to any action taken by the Members, directors, any committee or any officer or representative of the Association shall, as to all persons who rely on the certificate in good faith, be conclusive evidence of such action.

10.05    Articles of Organization or Constitution of the Association.  All references in these by-laws to the Articles of Organization or Constitution of the Association shall be deemed to refer to the Articles of Organization or Constitution of the Association, as amended and in effect from time to time.

10.06    Severability.  A determination that any provisions of these by-laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these by-laws.

10.07    Pronouns.  All pronouns used in these by-laws shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the identity of the person or persons may require.

10.08    Notices.  Whenever, under the provisions of these by-laws, notice is required to be given to any Member of the Association or officer or member of the Board of Directors, such notice may be given personally, by telephone, by e-mail, or by mail.  Any notice required to be given under these by-laws may be waived by any Member of the Association or officer or member of the Board of Directors.

ARTICLE XI -- AMENDMENT OF ARTICLES OF ORGANIZATION AND BY-LAWS

11.01    Amendment of the Articles of Organization, Constitution and By-Laws by Directors.  The Articles of Organization or Constitution of the Association and these by-laws may be amended or repealed, in whole or in part, by an affirmative vote of two-thirds of the total number of the members of the Board of Directors, provided notice of the proposed action shall have been given to each member at least seven (7) days prior to such meeting, or that notice of such addition, alteration, amendment or repeal shall have been given at the preceding meeting of the Board of Directors, and provided further that the directors shall notify the Members of such change in the notice of the next meeting of the Members following such change.  Any amended or repealed article or Constitution provision or by-law adopted by the directors may be ratified, amended or repealed by a vote of the Members at the next meeting of the Members following such amendment, repeal or adoption by the Board of Directors.

11.02    Amendment of the Constitution and By-Laws by Members.  The Articles of Organization or Constitution of the Association and these by-laws may be amended by a two-thirds vote of the Members, provided that notice of the proposed action shall have been given in accordance with Article III, Section 3.04 herein.


ADOPTED and put in EFFECT on this____day of_____________________, 199___.


        
    President

    _________________________________
    Vice-President

        
    Treasurer

    _________________________________
    Secretary

    _________________________________
    Membership Director

    Princeton Association of New England



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