Woodlynde Alumni Society By-laws

Article I   Name, Location
Sec. 1   The name of this corporation shall be "Woodlynde Alumni Society" (hereinafter “the Society”).
Sec. 2   The office of this Society shall be located at the Woodlynde School (hereinafter "Woodlynde").
     
Article II   Purpose
    The purpose of this organization shall be to encourage friendship among the alumni of Woodlynde, to strengthen the relationship among the alumni of Woodlynde, to strengthen the relationship between the alumni and the school, and to work with the Head of School, the Directors, the faculty and staff, and the parents to promote the best interests of the school.
     
Article III   Membership
Sec. 1   Every graduate of Woodlynde shall be a member of the Society. Every former student who spent at least one academic year at Woodlynde shall become a member of the Society and an honorary member of the class corresponding to their year of graduation by so requesting or by participating in the activities of Woodlynde or the Society.
Sec. 2   Honorary. Upon recommendation of the Executive Board of the Society, any faculty member or friend of the school may be elected an Honorary member of the Society and recognized as a member of the class of 1976 at the Annual Dinner.
     
Article IV   Board of Directors
Sec. 1   The Society shall be governed by a Board of Directors.
Sec. 2   The Directors shall consist of a maximum of 12 members including officers, up to 2 of whom shall be selected annually for 2 year terms, plus the immediate two past presidents, ex officio.
Sec. 3   A Director may not serve more than two full consecutive terms without retiring from the Board for at least one year.
Sec. 4   A Director may be removed from office by action of a consensus of the remaining Directors for failure to carry out the responsibilities of a Director or for actions harmful to Woodlynde.
Sec. 5   Unfilled terms among the Directors shall be filled by a consensus of the remaining Directors who shall appoint a successor to serve the unexpired term.
     
Article V   Officers
Sec. 1   The Officers shall be a President, a Vice President, a Secretary and a Treasurer.
Sec. 2   The Officers shall be elected by consensus of the Society to serve for one, but no more than two consecutive one year terms.
     
Article VI    Duties of the President
Sec. 1   The President shall preside at meetings of the Board and the Society.
Sec. 2   The President shall have such other duties as may be assigned by the Directors.
     
Article VII   Duties of the Vice President
Sec. 1   The Vice President shall assume the duties of the President should the President be absent or unable to serve.
Sec. 2   The Vice President shall have such other duties as may be assigned by the Directors, including responsibility for organizing the Annual Dinner.
     
Article VIII   Duties of the Secretary
Sec. 1   The Secretary shall be responsible for keeping minutes of all meetings of the Society and the Board and shall dutifully file such minutes in the Minute Book of the Society. The Secretary shall see that proper notice of meetings is given and that records and the Society seal, if any, are properly cared for.
Sec. 2   The Secretary shall have such other duties as may be assigned by the Directors.
     
Article IX   Duties of the Treasurer
Sec. 1   The Treasurer shall be responsible for the books of the Society and for the proper recording of income and expenses.  The Treasurer shall report regularly to the Board.
Sec. 2   The Treasurer shall have such other duties as may be assigned by the Directors.
     
Article X   Meetings and Governance
Sec. 1   There shall be an annual meeting of the Society at such time and place as shall be appointed by the Directors as the yearly gathering of Woodlynde Alumni.
Sec. 2   The Directors shall meet at such hour and at such place as they shall from time to time designate. Board meetings shall be held no less frequently than twice a year.
Sec. 3   Special Meetings of the Board may be called by the President, and shall be called by the President upon request of three Directors, provided such request specifies the object of the meeting.
Sec. 4   At least ten days notice from the time of mailing shall be given of the time and place of all meetings of the Society and the Board. Meeting notices are to be mailed to the last known addresses of all persons entitled to such notice.
Sec. 5   Ten members in good standing shall constitute a quorum of the Society. Five Directors shall constitute a quorum of the Board.
     
Article XI   Committees
Sec. 1   There shall be a Nominating Committee and such other Committees as the Board from time to time shall deem necessary.
Sec. 2   The Officers of the Board shall appoint committee members.
Sec. 3   The Nominating Committee shall consist of three members of the Society with the Chairman being a Director.
Sec. 4   Prior to the Annual Meeting the Nominating Committee shall make recommendations to the Board to fill upcoming Officer and Board vacancies.
Sec. 5   New Officers and Directors shall be selected by consensus of the Board and confirmed by the Society at the Annual Meeting.
     
Article XII   The Fiscal Year
Sec. 1   The fiscal year of the Society shall correspond to the fiscal year of Woodlynde.
     
Article XIII   Dues and Budget
Sec. 1   There shall be no membership dues. The expenses of the Association shall be part of the school expenditures.  The Executive Board shall annually submit a proposed budget to the Budget Committee of the Woodlynde School Board of Directors for its adoption and/or revision.
     
Article XIV   Amendments
    These Bylaws may be amended by a consensus of the Board at any meeting provided that all proposed amendments have been circulated in writing to the Directors at least fifteen days prior to the meeting at which they shall be acted upon.
     
Article XV   Proxies
    Any member may vote by proxy on businesses presented by the required advance notice.