American Community School Beirut, Lebanon, Inc.
ARTICLE I Name
Section 1. The name of this organization shall be the Alumni Association of the American Community School Beirut, Lebanon, Inc. (hereinafter “AA/ACS”).
ARTICLE II Purpose
Section 1. The purpose of AA/ACS shall be as follows:
a) to establish a network among those persons who, since 1905, have been associated with the American Community School Beirut, Lebanon (hereinafter “ACS”);
b) to maintain regular communications with and among alumni;
c) to assist ACS in maintaining alumni records;
d) to organize alumni gatherings;
e) to raise funds for the benefit of ACS.
ARTICLE III Membership
Section 1. The membership of AA/ACS shall be composed of those persons who have been associated with ACS in the capacity of a student, faculty member, administrator, staff, or friend, including parents of students and sponsors.
Section 2. AA/ACS will solicit the membership for donations to support the organization and the charitable funds AA/ACS runs to benefit ACS. The timing of the solicitation/s will be coordinated with ACS.
ARTICLE IV Board of Governors (“BOG”)
Section 1. AA/ACS shall be governed by a BOG consisting of at least seven and no more than fifteen elected members, and the honorary Governors set forth in Article IV, Section 5.
Section 2. In accordance with the provisions of Article VII, Section 6, below, Governors shall be elected by the members of AA/ACS using a stand-alone election process, one not connected with any other AA/ACS event. Governors shall serve from election to election. The term in office is three years.
Section 3. The new BOG will take office in January. Elections will be conducted between July 1 and 31 in order to allow the newly elected Governors to observe two meetings of the board prior to taking office. The BOG shall meet as required, the times and places to be arranged as appropriate. Notice of all meetings shall be given to the Governors at least one month in advance, unless such notice requirement has been waived by a majority vote by the Governors. In addition, special meetings may be called by a Quorum, as defined in Section 7, below, with at least one-month notice in advance, unless such notice requirement has been waived by a majority vote by the Governors. In addition, special meetings may be conducted in person or telephonically via conference call. Votes may be cast, tallied, and collected by email.
Section 4. Any vacancy in the BOG by reason of death, resignation, or disqualification may be filled for the remainder of the vacated term through appointment approved by a majority vote of the BOG. A Governor who neither attends meetings nor communicates with the BOG for two consecutive meetings or three total meetings in a term may be disqualified.
Section 5. The Head of School/Headmaster of ACS and the Chair of the Board of Trustees of ACS shall serve as honorary, voting, members of the BOG. The managing staff member at ACS who currently serves as the person in charge of alumni affairs (as designated by the Head of School) shall serve as an ex officio, non-voting member of the BOG.
Section 6. Governors must qualify for membership as stated in Article III Section 1 above, excluding friends, parents of students, and sponsors. No current member of the ACS faculty or staff, other than the honorary members identified in Article IV, Section 5 above, may serve as a Governor, unless such member of the ACS faculty or staff is a former student of ACS.
Section 7. At any regular or special meeting, one third of the roster of Governors, which must include one officer, shall constitute a Quorum for the transaction of business.
Section 8. All decisions and interim elections shall be decided by a majority vote. In the absence of a Quorum, a vote may be taken by written (mailed or emailed) ballot to each Governor, to be returned by a specified deadline. Governors unable to participate in a meeting may vote by proxy, delivered by email or postal mail, to AA/ACS’ Secretary at least seventy-two hours in advance of the scheduled meeting. The proxy or proxies shall be cast by AA/ACS’ Secretary during the course of the meeting.
ARTICLE V Officers
Section 1. The Officers of the AA/ACS Executive Committee shall be a President, a Vice President, a Secretary, and a Treasurer, (hereinafter “Officer or Officers”) all of whom shall be elected by the BOG and shall serve without compensation.
Section 2. Officers shall serve for three years or until their successors are elected. The treasurer can serve successive terms without restriction. The other officers may serve up to two consecutive terms in the same office if the BOG by majority vote agrees. The President should have served previously as a Governor.
Section 3. The BOG shall elect the Officers, and in the case of deposing an Officer, shall rescind the election and fill the vacancy by electing a replacement. No Officer may serve more than two consecutive terms in any office, except as provided in Article V, Section 2 above.
Section 4. The Officers shall have the duties and powers which the names of such offices ordinarily imply. In addition, further duties may be assigned to the Officer/s from time to time by the President.
Section 5. The Secretary of AA/ACS shall be responsible for ensuring the communication to the BOG of all activities undertaken by the Executive Committee, and shall prepare formal minutes of all meetings. The Secretary of AA/ACS will monitor the attendance of board members and inform the board of any Governors who have missed two consecutive or three total meetings during a term.
ARTICLE VI Publications
Section 1. The official newsletter of AA/ACS shall be The Diaspora Potrezebie or such other name as approved by the BOG, and the Editor shall serve without compensation. The newsletter shall be distributed free of charge to all members of AA/ACS.
Section 2. An alumni database of former students, faculty, and staff shall be updated on a regular basis by ACS alone or in cooperation with AA/ACS. The database will be available to all interested members of AA/ACS via electronic means.
Section 3. Expenses for production and publication of the newsletter shall be reimbursed by AA/ACS, within budgets established by the BOG.
Section 4. The Editor of the newsletter shall be an ex officio, non-voting member of the BOG if not elected to be a full voting member thereof.
ARTICLE VII Committees
Section 1. The standing committees of AA/ACS shall be the Executive Committee, the Membership Services Committee, the Reunion Committee, the Nominating Committee, and the Communications Committee.
Section 2. The committee chairs shall be nominated by the President and approved by the BOG. Members of the BOG may be assigned to the various committees, along with other members of AA/ACS. The chairs of the standing committees shall serve from election to election, consistent with Article IV, Section 2.
Section 3. The Executive Committee is composed of the Officers for the term elected, with the President as its chair. Under policy guidance of the BOG, the Executive Committee shall have general control of the administration of AA/ACS and general supervision of its activities between meetings of the BOG.
Section 4. The Membership Services Committee shall be chaired by the Treasurer. Other alumni may be recruited to serve on the committee as determined by the chair. It will:
a) receive and process all AA/ACS postal mail and email;
b) handle the sale of souvenirs left over after a reunion;
c) provide welcome packets to new members with back issues of the newsletter and dues information;
d) coordinate with the Alumni Database Manager at ACS in Beirut and the Newsletter Editor regarding new alumni and changes to existing alumni addresses;
e) and perform other duties related to membership in AA/ACS as assigned by the AA/ACS Executive Committee.
Section 5. The Reunion Committee shall include the chair of the previous local Reunion Committee whenever possible. The chair shall be approved by the BOG from among the members in the locale of the designated site for the reunion and is not required to be a member of the BOG. Additional members of the committee may be added at the discretion of the chair. The reunion budget must be approved by the BOG prior to any expenditure or contractual commitment for services or products. The reunion registration fee shall cover all reunion expenses, except for the expense of notification/registration mailing to the alumni, which will be paid by AA/ACS. All phases of the reunion not otherwise described in these Bylaws shall be arranged by the Reunion Committee in accordance with guidelines set forth in the Reunion Handbook.
Section 6. The Nominating Committee shall be composed of one member of AA/ACS who shall be approved by the BOG as the Nominating Chair. The individual shall be responsible for preparing a slate of candidates for Governor, and shall be advised by the previous Nominating Chair. The chair will also preside over the election of Governors and may recruit other members of AA/ACS who are not running for office to assist. Members standing for election are not allowed to participate in the vote tabulation stage of the election process.
a) The Nominating Chair shall seek nominations (including self-nominations) by providing appropriate notice to all members at least four months prior to the election. The Nominating Chair will contact the nominees and ascertain their willingness to serve and collect appropriate biographical information on each nominee to appear on the ballot. Any member is eligible to nominate themselves or another member of the alumni association to be a Governor by submitting their name in writing (including by email) to the Nominating Chair.
b) The Nominating Committee shall prepare the ballot and ensure that it appears, in the issue of the electronic and paper editions of the alumni newsletter published immediately (but no less than 20 days) before the election along with the biographical information on each nominee. The election will be conducted via an electronic balloting process approved by the board. Paper ballots submitted by mail are permitted. Write-in votes will not be permitted. The candidates, their biographies, dates of voting, and the electronic means of voting will be announced not less than 20 days prior to the beginning of voting.
c) Control of the electronic process may not be accessible to any alum standing for election. The official results shall be certified by a member of AA/ACS who shall be appointed by the current President of the BOG, with the advice and consent of the Nominating Chair.
d) In the event of a tie vote or votes for two or more nominees, the individuals counting the ballots and tabulating the results shall conduct a recount of the ballots to assure the accuracy of the results and to verify whether tie/s exist in the results. The recount results shall be posted next to the first count results on the tabulation report. Ties in the vote for Governors shall be resolved by a draw of cards from a deck of playing cards. The drawing will be performed by the Nominating Chair or a designated member. A card will be drawn for each of the tied candidates in the order the candidates appear on the ballot. High card wins. Should there be a tie or ties in card values, redraws will be conducted to resolve the ties. The results shall be noted on the tabulation sheet and given to the President of the BOG for announcement. In no case shall results be announced until this process has been completed.
e) Results will be disseminated by email and will be published in the next issue of the newsletter (hardcopy and/or electronic) following the election.
Section 7. The Communications Committee shall be composed of at least three members including the current editor of the AA/ACS newsletter, an elected member of AA/ACS BOG, and an advisory representative of ACS appointed by the Head of School. The Communications Committee of AA/ACS is charged with the responsibility of establishing, managing, and continuing effective processes through which alumni, regardless of age or geography, remain connected to each other and to the school. This includes, but is not limited to, oversight of all AA/ACS branding, publications, newsletters, emails, social media, and coordination with ACS as appropriate.
ARTICLE VIII Finances
Section 1. AA/ACS shall maintain at least one bank account for the deposit and disbursement of AA/ACS funds. Two signatures shall be required on checks written in excess of $4,000.
a) The Treasurer shall be responsible for all finances of AA/ACS, including the preparation of an annual budget to be approved by the BOG, the payment of bills, and the investment of funds for the benefit of AA/ACS.
b) The Treasurer shall also serve as an Assistant Secretary during all years of his/her term to facilitate the establishment of a separate reunion bank account.
c) With prior permission, expenses incurred by Governors during the course of their duties may be reimbursed quarterly after submission to the Treasurer along with supporting receipts.
d) Upon request with documentary support, Governors may be reimbursed for their expenses related to telephonically participating in BOG conference calls.
e) The President is authorized to approve annual expenditures not specified by the approved annual budget up to an aggregate amount of $4,000. Any such expenditure shall be reported to the Secretary for dissemination to the BOG within thirty (30) days.
Section 3. The Treasurer shall be responsible for providing acknowledgement for all donations to AA/ACS which meet US Federal tax reporting thresholds.
Section 4. The fiscal year shall be the calendar year.
Section 5. There shall be a review of AA/ACS' finances by the BOG at least once each fiscal year during a meeting of the Governors.
Section 6. It is the goal of the BOG that cash reserves consisting of at least one year’s operating expenses plus $50,000 as contingency against recurring contractual obligations shall be established and maintained.
ARTICLE IX Parliamentary Authority
Section 1. Parliamentary matters shall be decided according to the current Robert's Rules of Order (Newly Revised).
ARTICLE X Amendment of Bylaws
Section 1. These Bylaws can be amended by the BOG by a two-thirds vote, provided that the proposed amendment or amendments are submitted to all members of the BOG, in writing (by regular post or by email), at least thirty days prior to the vote.
Section 2. Upon dissolution of AA/ACS, and with the concurrence of a majority vote of the BOG, all assets shall be either contributed directly to ACS or distributed to the Board of Trustees of ACS. If neither of these alternatives is possible, the assets shall be otherwise disposed of in accordance with the wishes of the majority of the BOG in accordance with the rules governing the dissolution of a 509(a)(2) organization.
These bylaws were revised on 7 April, 2017, by an email vote of the AA/ACS Board of Governors.