Bylaws

(PROPOSED) BYLAWS OF

NATHAN E. GIBSON MEMORIAL ACADEMY ALUMNI ASSOCIATION

BYLAW ONE

NAME

The name of the Association shall be The Nathan E. Gibson Memorial Academy Alumni Association, hereafter referred to as the Association.

BYLAW TWO

PRINCIPAL OFFICE

The principal office of the Association shall be located in Liberia or the USA. The Association may have such other offices as may from time to time be designated by its members or its executive committee.

BYLAW THREE

MEMBERSHIP

(a) ACTIVE MEMBERSHIP. Any person who is a graduate of NATHAN E. GIBSON MEMORIAL ACADEMY is eligible to become an active member of the Association, with full voting and other privileges, if qualified under such rules as the membership committee may provide.

(b) ASSOCIATE MEMBERSHIP. Any person in any way interested in the activities of the Association, especially those who attended the school but graduated elsewhere, may be admitted as an associate, subscribing or honorary member under such terms and with such privileges as the membership committee may determine.

(d) DURATION OF MEMBERSHIP. Membership in the Association may terminate by voluntary withdrawal as provided in these bylaws. All rights, privileges, and interest of a member in or to the Association shall cease on termination of membership. Membership shall be nontransferable. Any member may, by giving written notice of such intention, withdraw from membership. Withdrawals shall be effective on fulfillment of all obligations to the date of withdrawal.

BYLAW FOUR

MEMBERSHIP DUES

(a) AMOUNT OF DUES. The annual dues required for membership in the Association shall be determined by the vote of the active members, on recommendation of the membership committee. Dues may be varied from year to year, but shall be the same for all active members. Dues for associate members shall also be determined by a vote of the active membership, on recommendations of, and in classifications suggested by, the membership committee.

BYLAW FIVE

MEETINGS

(a) ANNUAL MEETINGS. There shall be an annual meeting of the Association during the month of August, each year, unless otherwise ordered by the executive committee, for election of officers, receiving reports, and the transaction of other business. Meetings shall be open to active and associated members. It shall be the responsibility of members to know the exact date of the meeting.

(b) ORDER OF BUSINESS. The order of business at the annual meetings shall be as follows:

1) Call to order;

2) Reading of minutes of previous meeting;

3) Receiving communications;

4) Reports of officers;

5) Reports of committee heads and committee members;

6) Unfinished business;

7) New business;

8) Election of officers; and

9) Adjournment.

The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in the latest edition of Robert's Rules of Order shall govern, when not in conflict with these bylaws.

BYLAW SIX

BOARD OF DIRECTORS

a) GENERAL POWERS. The affairs of the Association shall be managed by its board of directors who shall not receive any compensation. Directors need not be residents of Liberia.

b) NUMBER, TENURE AND QUALIFICATIONS. The number of directors shall be six to eleven.

Directors shall be elected at the annual meeting of members. The term of office of each director shall be three years; one third being elected each year. The initial determinations of length of term will be done by lot.

c) REGULAR MEETINGS. A regular meeting of the board of directors shall be held without any other notice than this bylaw immediately after, and at the same place as, the annual meeting of members or via teleconference.

d) SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any two directors, and shall be held at the principal office of the Association or at such other place as the directors may determine.

e) NOTICE. Notice of any special meeting of the board of directors shall be given at least two days previously thereto by written notice delivered personally or sent my mail to each director at his address as shown in the records of the Association.

f) QUORUM. A majority of the board of the directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at any meeting, a majority of , the directors present may adjourn the meeting from time to time without further notice.

g) BOARD DECISIONS. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.

h) VACANCIES. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the board of directors. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.

BYLAW SEVEN

OFFICERS

a) ELECTIVE OFFICERS. The elective officers of the Association shall be a president or "chair", two vice-presidents, a secretary, and a treasurer. Other offices and officers may be established and appointed by the active members of the Association at the regular annual meeting.

b) TERMS. The president, vice-presidents, the secretary, and the treasurer shall take office immediately upon their election, and shall serve for a term of one (1) year and until successors are duly elected. Officers are eligible for reelection. Vacancies in any office may be filled for the balance of the term of such office by the executive committee.

c) PRESIDENT. The president shall be the chief officer of the organization, and shall be present at meetings of the Association and the executive committee. The president shall be a member ex officio of all committees. The president shall communicate to the Association such matters and make such suggestions as may in the president's opinion tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office.

d) VICE PRESIDENT. The vice-presidents shall perform all duties of the president during the absence of the president. The vice-president shall be a member ex officio of all committees.

e) TREASURER. The treasurer shall keep an account of all monies received and expended for use of the Association, and shall make disbursements authorized by the executive committee or such other persons as the active Association members may prescribe. All sums received shall be deposited by the treasurer in the bank or banks approved by the executive committee, and the treasurer shall make a report at the annual meeting or when called upon by the president. Funds may be drawn only on the signature of the treasurer. The duties of the treasurer, under the approval of the membership, may be delegated to an assistant treasurer.

The funds, books and vouchers in the hands of the treasurer shall, with the exception of confidential reports submitted by members, at times be subject to verification and inspection of the elective officers of the association. At the expiration of the treasurer's term of office, the same shall deliver to his or her successor all books, monies, and any other property of the association currently in the treasurer's possession.

f) SECRETARY. The administration and management of the association shall be vested in the secretary. The secretary shall direct the activities of the association and perform such other duties as may be defined by the executive committee. It shall be the duty of the secretary:

1) To give notice of all attend all meetings of the association and all committees and to make provision for keeping of records of proceedings;

2) To conduct correspondence and to carry into execution all orders, votes and resolutions not otherwise committed;

3) To keep a list of the members of the association;

4) To establish machinery for the collection of dues and their payment to the treasurer;

5) To keep records of any agents retained by the association, and to take charge of and supervise the performance by such agents of their duties;

6) To prepare, with the concurrence of the treasurer, an annual report of the transactions and condition of association, and generally to act in the best interests of the association.

BYLAW EIGHT

ELECTIONS

The election of officers shall take place annually at the time and place of the regular annual meeting. Any Active member shall be eligible for office, but only active members in good standing shall be entitled to vote. Vote may be by individual candidate or by slate of candidates. Candidates who receive a majority of votes so cast shall be elected.

BYLAW NINE

APPOINTED POSITIONS

Appointed positions to the board shall be decided by a vote of the active members of the Association. The limitation to the number of appointed positions will be at the discretion of the active members of the association. Examples of positions shall be as follows:

HISTORIAN - The historian shall be responsible for keeping an organized compilation of historical memorabilia acquired.

BYLAW TEN

LIAISON

The administration of Nathan E. Gibson Memorial Academy is encouraged to appoint a faculty member as a liaison. This individual will help with information and cooperation between the school and alumni association. The liaison is encouraged to attend all meetings. This is a non-voting position.

BYLAW ELEVEN

CONTRACTS

The association shall not contract with officers of the association, members of the board of directors of the association, or immediate family members of the officers or board of directors of the association for goods or services that are for the benefit of the association or for the benefit of Nathan E. Gibson Memorial Academy. The sole exception shall be if the officer, director or immediate family member is the sole provider of the goods or services within reasonable access of the association and the acquisition of such goods or services reasonably furthers the mission of the association.

BYLAW TWELVE

AMENDMENTS

These bylaws may be amended, repealed, or altered, in whole or in part, by a majority vote at any duly organized meeting of the association.

BYLAW THIRTEEN

LIABILITIES

Nothing in these bylaws shall constitute members of the association as partners for any purpose. No member, officer, agent, or employee shall be liable for the acts or failure to act of any other member, officer, agent, or employee of the association. Nor shall any member, officer, agent, or employee be liable for his or her acts or failure to act under these bylaws, exception only acts or omissions arising out of his or her willful misfeasance.

BYLAW FOURTEEN

FUNDS

This association is not intended as a profit-making organization, nor is it founded with the expectation of making a profit. The association shall use its funds only for objects and Purposes specified in these bylaws.

BYLAW FIFTEEN

DISSOLUTION

The association may be dissolved by the vote of two-thirds majority of its active members at an annual meeting.

Dated this day of November, 2013, City of Philadelphia, Pennsylvania, USA.

President

Vice president

Treasurer

Secretary