Alumni Association Bylaws

AMENDED AND RESTATED BYLAWS
of
THE SAINT THOMASACADEMY ALUMNI ASSOCIATION

The following are the Amended and Restated Bylaws (the “Bylaws”) of the Saint Thomas Academy Alumni Association (the “Association”), a Minnesota non-profit corporation, which, by approval of these Bylaws by the Board of Directors, has elected to be subject to the Minnesota non-profit corporation act, Chapter 317A of the Minnesota Statutes. 

            Any reference to the “Academy” means Saint ThomasAcademy, located in Mendota Heights, Minnesota. 

            These Bylaws were approved by the Association’s Board of Directors (the “Board of Directors”) and the Association’s members (the “Members”) effective as of April 30, 2004.

ARTICLE I
MEMBERS AND MEETINGS OF MEMBEr

Section 1.01.    Qualifications and Voting Rights.  All graduates of the Academy, all non-graduates who attended the Academy for at least one (1) year, and all present and former Academy faculty members, shall be Members of the Association.  Members shall pay such dues to the Association, if any, as the Board of Directors shall from time to time determine.  Each Member (except for honorary Members) personally present at any meeting of the Members shall be entitled to one vote thereat on each matter coming before the meeting for a vote.  Proxies shall not be allowed or used. 

            Section 1.02.    Honorary Membership.  Other individuals, because of their friendship, distinctive service to the Academy, or, for other reasons, may be elected to honorary membership by a vote of three-quarters (3/4) of the Directors.  Such honorary Members are not eligible to vote at any meeting of the Members and will be exempted from any obligation to pay Association dues.  Such honorary Members will not be eligible to serve on the Association’s Board of Directors.

Section 1.03.    Annual Meeting.  An annual meeting of the Members may be held on the campus of the Academy, or such other place as the Board of Directors may designate, at a date and time selected by the Board of Directors. Any annual meeting of the Members shall consist of the presentation of reports on the activities and financial condition of the Association and the transaction of such other business as may properly come before the meeting.

Section 1.04.    Special Meetings.  Special meetings of the Members may be called at any time (a) by the President of the Association, (b) by the Board of Directors, or (c) upon written request of at least one hundred (100) Members or ten percent (10%) of the Members, whichever is less.  Anyone entitled to call a special meeting of the Members may make written request to the President to call the meeting, and the Secretary shall then give notice of the meeting, setting forth the time, place and purpose thereof, to be held no later than ninety (90) days after receiving the request.  If the Secretary fails to give notice of the meeting within thirty (30) days from the date on which the request is received by the President, the person or persons who requested the meeting may fix the time of the meeting and give notice thereof in the manner hereinafter provided.  Any special meetings will be held on the campus of the Academy.  The business transacted at a special meeting is to be limited to the purposes stated in the notice of the meeting.

            Section 1.05.    Notice. Written notice of each meeting of the Members, stating the time and place thereof, shall be mailed, postage prepaid, not less than five (5) nor more than sixty (60) days before the meeting, excluding the day of the meeting, to each Member at his or her address according to the latest available records of the Association.  Any Member may waive notice of a meeting before, at or after the meeting, orally, in writing, or by attendance.  Attendance at a meeting is deemed a waiver unless the Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and the Member does not participate in the consideration of the item at that meeting.  When any meeting of the Members is adjourned to another time and place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.

Section 1.06.    Quorum and Manner of Acting.  Provided that at least fifty (50) Members are present, the Members present at a meeting, annual or special, shall constitute a quorum for the transaction of business.  In the absence of a quorum, the meeting shall be adjourned.  The act of the majority of the Members present at any meeting at which a quorum is present shall be an act of the Members.

Section 1.07.    Written Ballot.  An action that may be taken at a regular or special meeting of Members may be taken by written ballot without a meeting in accordance with the procedure set forth in Minnesota Statutes, section 317A.447, or any successor provisions.

ARTICLE II
BOARD OF DIRECTORS

Section 2.01.    General Powers.  The property, affairs, and business of the Association shall be managed by the Board of Directors.

Section 2.02.    Number, Qualification and Term of Office.  There shall be a minimum of fifteen (15) and a maximum of thirty-two (32) persons on the Board of Directors (“Directors”) and the exact number of Directors shall be determined from time to time by the Board of  Directors.  Each Director shall be a graduate of the Academy or shall have attended the Academy for at least one academic year.  Each Director shall hold office for a term of three (3) years (or, in the case of an Immediate Past President four (4) years) or until his successor shall be elected and qualified.

Section 2.03.    Organization.  At each such meeting of the Board of Directors, the President of the Association, when present, shall preside.  The Secretary of the Association, or, in his absence, any person whom the President shall appoint, shall act as Secretary of the meeting.

Section 2.04.    Resignation.  Any Director may resign at any time by giving written notice to the President or to the Secretary of the Association.  The resignation of any Director shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 2.05.    Vacancies.  Any vacancy in the Board of Directors caused by death, resignation, disqualification, removal or any other cause, including without limitation expiration of a term, shall be filled by the Board of Directors from among the qualifying Members, and any Director so elected shall serve out the unexpired term of the Director whose death, resignation, disqualification or removal caused the vacancy, or a new term, in the case of a vacancy created by expiration of a term.

Section 2.06.    Nominating Committee.  A committee of the Board of Directors consisting of at least three (3) Directors with the responsibility to propose nominations for vacancies on the Board of Directors shall be appointed by the President at least once during each calendar year.   The President shall request that the committee advise the President on names of prospective Directors by a date certain.  The President, the committee members or any other Director may communicate with such nominee to solicit such nominee’s interest in serving as a Director.  Any nominee approved by the Board of Directors as required by Section 2.05 shall be elected as a Director.

Section 2.07.    Place of Meeting.  The Board of Directors may hold its meetings at such a place or places, within or without the state of Minnesota, as it may from time to time determine.

Section 2.08.    Annual Meeting.  An annual meeting of the Board of Directors shall be held each year for the purpose of electing the officers of the Association and for the transaction of such other business as shall come before the meeting.

Section 2.09.    Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by the President, or by a majority of the Board of Directors.  Anyone entitled to call a meeting of the Board of Directors may make a written request to the Secretary to call the meeting, and the Secretary, or his designee, shall give notice of the meeting, setting forth the time and place thereof, to be held between two (2) and thirty (30) days after receiving the request.  If the Secretary, or his designee, fails to give notice of the meeting within seven (7) days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in the manner hereinafter provide.

Section 2.10.    Notice.  Notice of each meeting of the Board of Directors for which notice is required, and of each annual meeting, stating the time and place thereof, shall be given to all Directors by telephone, by electronic communication or in person at least two (2) days before the meeting, or shall be mailed to each Director at least five (5) days before the meeting.  All such notices not given in person shall be sent to the Director at his or her postal or electronic address according to the latest available records of the Association.  Any Director may waive notice of a meeting before, at or after the meeting, orally, in writing, by electronic communication, or by attendance.  Attendance at a meeting is deemed a waiver unless the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the Director does not participate in the meeting.

Section 2.11.    Quorum and Manner of Acting.  The presence of a majority of the Directors shall constitute a quorum at any meeting thereof, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time.  If the Immediate Past President is present at a meeting, he shall be counted for purposes of determining a quorum of the entire Board of Directors.  However, if the Immediate Past President is not present at a meeting, his absence (and his spot as a Director) shall not be counted for purposes of determining a quorum.  Notice of any adjourned meeting need not be given.  If a quorum is present when a duly called meeting is convened, the Directors present may continue to transact business until adjournment, even though the withdrawal of one or more Directors leaves less than the number otherwise required for a quorum.  At all meetings of the Board of Directors, each Director shall be entitled to cast one vote on any question coming before the meeting.  A majority vote of the Directors present at any meeting, if there be a quorum, shall be sufficient to transact any business, unless a greater number of votes is required by law or these Bylaws.

Section 2.12.    Removal of Director.  Any Director may be removed, either with or without cause, at any time, by a vote of the majority of Members of the Association present at a special meeting of the Members of the Association, provided that a quorum exists at that special meeting.

Section 2.13.    Proxies.  General proxies or proxies on specific items to be voted upon by Directors may be permitted if approved in advance by the Board of Directors. 

Section 2.14.    Action without a Meeting.  Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed, or consented to by authenticated electronic communication, by all of the Directors, and if, but only if, the Association’s Articles of Incorporation so provide, an action, other than an action requiring Member approval, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of Directors that would be required to take the same action at a meeting of the Board of Directors at which all Directors were present.

ARTICLE III
OFFICERS

Section 3.01.    Number.  The officers of the Association shall consist of a President, a President-Elect, an Immediate Past-President, a Treasurer, a Secretary, and an Executive Secretary and such other officers as the Board of Directors may determine.

Section 3.02.    Election, Term of Office and Qualifications.  The President, President-Elect, Treasurer and Secretary, must be graduates of the Academy and duly elected and serving Directors.  The Board of Directors shall elect the President, President-Elect, the Treasurer and the Secretary at its annual meeting.  All Directors, even candidates for office, may vote on election of officers.  The Executive Secretary, shall be the Director of Alumni Relations for the Academy or such other member of the Academy faculty or staff as may be appointed by the Academy Superintendent.  The person elected to the position of President-Elect, automatically succeeds to the position of President after serving one (1) year as President-Elect.  The person who serves as President, succeeds to the position of Immediate Past President after one (1) year of service as President.  The term of office for all elected officers shall be one (1) year.  No person may hold more than one office at any one time.  Those holding the office of Secretary and Treasurer are eligible to stand for re-election.

Section 3.03.    Resignation.  Any officer may resign at any time by giving written notice of his resignation to the Board of Directors, to the President, or to the Secretary of the Association.  Any such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.04.    Removal.  Any officer may be removed, either with or without cause, by vote of the Board of Directors, at a meeting called for that purpose, and such purpose shall be stated in the notice or waiver of notice of such meeting unless all the Directors shall be present thereat.

Section 3.05.    Vacancies.  A vacancy in any office because of death, resignation, removal or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election to such office.

Section 3.06.    President.  The President shall be the chief executive officer of the Association and shall have general active management of the business of the Association.  He shall, when present, preside at all meetings of the Directors.  He shall see that all orders and resolutions of the Board of Directors are carried into effect.  He may execute and deliver in the name of the Association any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Association, including, without limitation, any instruments necessary or appropriate to enable the Association to donate income or principal of the Association to or for the account of such organizations, causes, and projects described in the Association’s Articles of Incorporation and as the Association was organized to support, and, in general, shall perform all duties incident to the office of President.

Section 3.07.    President-Elect.  The duties of the President-Elect shall be the same as those of the President in the absence of the President or when the President is unable to assume those responsibilities.

Section 3.08.    Treasurer.  The Treasurer shall keep accurate accounts of all monies of the Association received or disbursed; shall deposit all monies, drafts and checks in the name of, and to the credit of the Association in such banks and depositories as the Board of Directors shall from time to time designate.  He shall have power to endorse for deposit all notes, checks and drafts received by the Association.  He shall disburse the funds of the Association as ordered by the Board of Directors making proper vouchers thereof.  He shall render to the Directors, whenever required, an account of all his transactions as Treasurer and on the financial condition of the Association and shall perform such other duties, including the preparation and filing of all financial reports and returns required by law, as may from time to time be prescribed by the Board of Directors; and, in general, shall perform all duties incident to the financial management of the Association.  He shall have such other duties as may from time to time be prescribed by the Board of Directors or the President.  The Treasurer may assign any of such duties to the Executive Secretary and if so assigned, the Treasurer shall maintain oversight responsibility for performance of such duties.

Section 3.09.    Secretary.  The Secretary shall be the Secretary of, and when present, shall record proceedings of meetings of the Board of Directors.  He shall, when directed to do so, give proper notice of meetings of the Directors.  He shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President and, in general, shall perform all duties usually incident to the office of Secretary.  The Secretary may assign any of such duties to the Executive Secretary and if so assigned, the Secretary shall maintain oversight responsibility for performance of such duties.

Section 3.10.    Executive Secretary.  The Executive Secretary shall coordinate the objectives of the Association with those of the Academy and act as liaison between Members of the Association and the administration of the Academy.  At the direction and with the approval of the President, the Executive Secretary may execute and deliver in the name of the Association any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Association, including, without limitation, any instruments necessary or appropriate to enable the Association to donate income or principal of the Association to or for the account of such organizations, causes, and projects described in the Association’s Articles of Incorporation and as the Association was organized to support.  At the direction and with the approval of the President, the Executive Secretary shall have power to endorse for deposit all notes, checks and drafts received by the Association and shall disburse the funds of the Association as ordered by the Board of Directors making proper vouchers thereof.  The Executive Secretary shall serve such other roles and functions as authorized by the Board of Directors or as assigned by the President, the Treasurer or the Secretary.  The Executive Secretary shall be invited to attend and participate in all meetings of the Board of Directors, but shall not be a voting member of the Board of Directors.

Section 3.11.  Immediate Past President.  The Immediate Past President shall be a Director and shall be available to the President of the Association for consultation.

            Section 3.12.    Other Officers.  The Association may have such other officers, or assistants thereto, and agents with such qualifications as may be deemed necessary by the Board of Directors, who shall be appointed in such manner, have such duties, and hold their offices for such terms as may be determined by resolution of the Board of Directors.

Section 3.13.    Reimbursement.  The officers and agents of the Association may be reimbursed for such reasonable expenses necessarily incurred by them in rendering services as the Board of Directors may from time to time determine to be directly in furtherance of the purposes of, and in the best interests of, the Association.

ARTICLE IV
COMMITTEES

Section 4.01.    Authority.  The Board of Directors may, in resolutions adopted by a majority of Directors, establish committees having the authority of the Board of Directors to the extent provided in such resolutions.  Each such committee shall at all times be subject to the control and direction of the Board of Directors.  Committee members, other than members of the Executive Committee, need not be Directors.

Section 4.02.    Executive Committee.  The Board of Directors may designate an Executive Committee composed of at least three (3) Directors designated by the Board of Directors.  The Executive Committee shall have the authority of the Board of Directors in the management of the business of the Association in the interval between meetings of the Board of Directors, and the Executive Committee shall at all times be subject to the control and direction of the Board of Directors.

Section 4.03.    Meetings and voting.  Meetings of each committee shall be called and held in accordance with the provisions of these Bylaws as they apply to meetings of the Board of Directors.

ARTICLE V

BOOKS OF RECORD, FISCAL YEAR

Section 5.01.    Books and Records.  The Board of Directors of the Association shall cause to be kept:
            (1)        records of all proceedings of Members and Directors; and

(2)        such other records and books of account as shall be necessary and appropriate to the conduct of the Association’s business.

Section 5.02.    Documents Kept at Registered Office.  The Board of Directors shall cause to be kept at the registered office of the Association originals or copies of:

(1)        records of all proceedings of Members and Directors; and

(2)        all financial statements of the Association; and

(3)        Articles of Incorporation and Bylaws of the Association and all amendments and restatements thereof.

Section 5.03.    Fiscal Year.  The fiscal year of the Association shall be the calendar year unless determined otherwise by the Board of Directors.

ARTICLE VI

INDEMNIFICATION

Section 6.01.    Indemnification.  The Association shall indemnify its Directors, officers, and committee members against such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by Minnesota Statutes, Section 317A.521, subd. 2, as amended from time to time, or as required by other provisions of law.

Section 6.02.    Advances.  The Association may advance expenses in such manner, under such circumstances, and to such extent, as required or permitted by Minnesota Statutes, Section 317A.521, subd. 3, as amended from time to time; provided, however, that the Association shall not advance expenses incurred in defense of a claim brought by or in the right of this Association.  The provisions of this Section are not intended to limit the ability of a person to receive advances as an insured under an insurance policy maintained by the Association or the Academy.

Section 6.03.    Insurance.  The Association may purchase and maintain insurance on behalf of any person who is or was a Director, officer, or committee member against any liability asserted against and incurred by such person in or arising from such capacity, whether or not the Association would otherwise be required to indemnify the person against the liability.

ARTICLE VII

MISCELLANEOUS

Section 7.01.    Amendment of Articles of Incorporation.  If a quorum is present, by a vote of two-thirds (2/3) of the Board of Directors present, the Association’s Articles of Incorporation   may be amended to include or omit any provision which could lawfully be included or omitted at the time such amendment or restatement is adopted; provided, however, that no amendment affecting the voting rights of the Members shall be valid without the consenting vote of two-thirds (2/3) of the Members.  Any number of amendments, or an entire revision or restatement of the Articles of Incorporation, may be submitted and voted upon at a single meeting of the Board of Directors and be adopted at such meeting, a quorum being present, upon receiving the affirmative vote of not less than two-thirds (2/3) of the Directors of the Association.

Section 7.02.    Amendment of Bylaws.  If a quorum is present, by a vote of two-thirds (2/3) of the Board of Directors present, these Bylaws may be amended to include or omit any provision which could lawfully be included or omitted at the time such amendment or restatement is adopted; provided, however, that no amendment affecting the voting rights of the Members shall be valid without the consenting vote of two-thirds (2/3) of the Members.  Any number of amendments, or an entire revision or restatement of the Bylaws, may be submitted and voted upon at a single meeting of the Board of Directors and be adopted at such meeting, a quorum being present, upon receiving the affirmative vote of not less than two-thirds (2/3) of the Directors of the Association.

Section 7.03.    Corporate seal.  The Association shall have no corporate seal.

Section 7.04.    Electronic communications.  A conference among Members, Directors, or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the Members, Board of Directors or committee, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting.  Participation in a meeting by that means constitutes presence in person at the meeting.

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