BY-LAWS OF ST. CHRISTOPHER'S INN ALUMNI ASSOCIATION INC
ARTICLE I - NAME
The name of this organization shall be the "St. Christopher's Inn Alumni Association, Inc".
ARTICLE II - MISSION STATEMENT
In recognition of how St. Christopher's Inn has helped rebuild our lives, the St. Christopher's Inn Alumni Association serves to give back to St. Christopher's Inn and it's clients through time, service and, when possible, through financial support. We seek to support the Inn's efforts, however possible, in rebuilding the lives of future Brother's Christopher.
ARTICLE III - GENERAL FELLOWSHIP RULES
Membership to the Association is given to anyone:
1. Anyone who has spent one (1) full day in treatment at the Inn who has left on good terms.
2. Anyone who has successfully completed any St. Christopher's Inn Outpatient Program.
3. Anyone inducted into the Association as an honorary member.
ARTICLE IV - BOARD OF DIRECTORS
The Board of Directors is comprised of an Executive Committee and Board Members from varying geographic locations representing significant populations where alumni reside. These Board Members may include Committee Chairs and the Chairs of local subordinate Chapters. In addition, the CEO of St. Christopher's Inn will select two non-voting board members that serve as representatives and liaisons between the Association and the Inn. The purpose of these board members will be to: assist the Association where possible; protect the interests of the Inn and ensure that the Association follows its By-laws. These members may not hold a position on the Board’s Executive Committee.
1. Executive committee members are elected by the board of directors.
2. No one shall be elected to the executive committee who is not a member.
3. The number of members of the Board of Directors shall be no less than 3, and no more than 11. The number will be based on need or lack thereof by a majority vote of the existing Board.
ELECTION AND TERM OF BOARD OF DIRECTORS
1. The term for each member of the Board of Directors shall be 1-year.
2. An election committee will be appointed by the Chairman at least 3-months prior to election of the Board of Directors.
3. Unless otherwise directed, the election for new Board Members will take place at the annual Alumni Picnic by the general membership.
4. The Board of Directors will present a slate of Board Members to run for the Executive Board in the next Association meeting following the election of the Board.
5. Elections for the Executive Board will, unless otherwise directed, take place at the annual Alumni Breakfast.
6. No member of the Executive Board shall hold the same position for greater than 3-years consecutively.
DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors shall have the control and general supervision of all Association affairs. Such affairs may include, but are not limited to: Alumni activities, fundraising, service to the Inn, and providing a link to residents leaving the Inn. Each Board member is responsible for upholding the mission and purpose of the Association.
REMOVAL OF BOARD MEMBERS
Board members may be removed from office for the following:
2. Lack of participation-failure to attend 50% of meetings without cause.
3. Actions or behaviors that are grossly inconsistent with the mission of the St. Christopher’s Inn Alumni Association and/or is detrimental to the mission of St. Christopher's Inn. In the event that a Board Member is removed from the Board, only someone residing in the geographic region that the vacating Board member represents may replace them. Should the removed Board Member be a member of the Executive Committee, the replacing member shall not hold the position that has been vacated.
EXECUTIVE BOARD POSITIONS:
The positions and descriptions of the Executive Committee of the Board of Directors are as follows:
Chairman: Presides over all general meetings. Appoints committees and its Chairs. Shall be Ex-Officio member of all committees. Shall abstain from voting, except in cases where tied votes are cast.
Co-Chairman: Shall perform the duties of the Chairman in the absence of the Chair.
Treasurer: Shall pay all authorized bills and keep books of account for the Association. Will provide treasurer's report at all meetings with bank statements to verify accounting. These reports will include income and source, as well as expenditures and the reason for the expenditure.
Secretary: Shall keep a record of all proceedings. Shall record and report all meeting minutes. Shall maintain records of membership.
ARTICLE V - ALUMNI MEETINGS
1. It is the intention and purpose to hold regional meetings at locations consistent with the geographic representation of the board. Such meetings should take place on a monthly basis in a location convenient to alumni in the region. Minutes of such meetings shall be forwarded to the Board on a monthly basis.
2. Members of the Board of Directors shall meet on a quarterly basis at St. Christopher's Inn. These meetings will: serve to inform regional Board Members of activities each regional coalition is engaged in; plan upcoming events; submit items for Alumni Newsletters and, but not limited to, identify and schedule methods of being of service to the Inn.
3. Special meetings of the board of directors may be called at any time the Chairman may deem necessary or at the request of two or more members of the board. If such a meeting is called, it is the responsibility of the Chairman to notify all Board Members with no less than 5 days notice given. At such meetings any Association business may be conducted, provided a quorum exists.
4. The board shall review and update the by-laws and the operating policies of the Association once per year, or as needed. Minutes of this meeting will be made available to members upon request. Revisions to the by-laws require a majority vote by the Board of Directors.
5. A quorum for the conducting of business will be at least 51 percent of the voting members of the board of directors or their designees.
6. Notice of any annual, regular or special meeting shall be by mail, email or phone call to each director not less than five days prior to said meeting.
7. Unless otherwise required, the order of business at all meetings shall be as follows:
a. Roll call
b. Reading of previous meeting minutes
c. Report of the treasurer
d. Election of officers
e. Old business
f. New business
ARTICLE VI - VOTING REGULATIONS
Voting privileges shall be granted only to current members. A vote shall pass by simple majority of the voting members in good standing. In the event of a tie, the Chair shall cast the deciding vote.
ARTICLE VII - COMMITTEES
It is the responsibility of the Chair to appoint committee chairs. Members may serve and chair more than one committee. Committees will consist of but are not limited to:
· Inn Service
· Public Relations
ARTICLE VIII - CONFLICT OF INTEREST
Whenever a director or officer has a financial interest in any matter coming before the board of directors, the board shall ensure that:
- The interest of such officer or director is fully disclosed to the board of directors.
- No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.
- Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.
- Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
- The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
ARTICLE IX - MANAGEMENT OF FINANCES
St. Christopher's Inn Alumni Association Inc shall manage finances in a fiscally responsible manner. Activities shall be budgeted for, and designed to maintain fiscal viability of the Association. Detailed reports of expenditures and earnings will be reported in all Treasurers' Reports at Alumni meetings. The Association shall make a concerted effort to contribute financially to the Inn when possible to assist the Inn in its mission.
ARTICLE X - SUBORDINATION OF LOCAL CHAPTERS
St. Christopher's Inn Alumni Association Inc may develop local Chapters for the express purpose of meeting the exempt purpose of St. Christopher’s Inn Alumni Association Inc. Such local Chapters may form by-laws and officers in a manner consistent with, and not contrary to, the by-laws of St. Christopher’s Alumni Association Inc. These Chapters are not to be self-incorporated, but are merely sub-groups within the structure of St. Christopher’s Inn Alumni Association Inc, and are in all ways subordinate to St. Christopher’s Inn Alumni Association Inc. Said Chapters will follow the governance of St. Christopher’s Inn Alumni Association Inc and will remit all sources of income for deposit in a designated bank account(s) of St. Christopher’s Inn Alumni Association Inc.
ARTICLE XI - DATE OF INCORPORATION
Pursuant to the filing of the Certificate of Incorporation for St. Christopher’s Inn Alumni Association Inc with the New York State, Department of State, Division of Corporations, the date of incorporation for St. Christopher’s Inn Alumni Association Inc is 9/11/2011.
ARTICLE XII - DATE OF ADOPTION
These By-laws are hereby adopted and ratified as of date indicated below.
SIGNED BY THE CHAIRMAN OF THE BOARD:
SIGNED BY THE SECRETARY OF THE BOARD: