ARTICLE I (The Corporation)
The Corporation, (which is Non-Stock) shall be known as Kwame Nkrumah University of Science and Technology (KNUST) Alumni Association of USA, Inc., and shall be referred to in these Bylaws as the "Corporation."
ARTICLE II (Offices)
The principal office and any other offices of the Corporation shall be located at such places within or without the State of Connecticut as the Board of Directors may from time to time determine. The Corporation shall maintain within the State of Connecticut a registered office at such place, which may be the principal office, as the Board of Directors may from time to time determine.
ARTICLE III (Membership)
Section 1. Admission, Withdrawal and Expulsion. Any individual or organization interested in supporting the purposes of the Corporation may become a Member of the Corporation by filing an application in such form as the Board of Directors shall from time to time prescribe and paying such dues as the Board of Directors shall establish from time to time.
Section 2. Classes of Members. There shall be three classes of Members: Regular Members, Associate Members and Honorary Members.
(a) Regular Members. Each Regular Member in good standing shall be entitled to one vote. Only Regular Members shall be entitled to vote for directors.
(b) Associate Members. Spouses of Regular Members may qualify as Associate Members. Associate Members shall not be entitled to vote, but shall be entitled to all other privileges afforded to Regular Members.
(c) Honorary Members. Former lecturers, professors and staff members of UST or outstanding individuals in the community who share the ideals of the Alumni may be granted Honorary Membership on the advice of the Board of Directors. Such membership shall be decided at a general meeting of the Members by the two-third vote of the Members present.
Section 3. Proxy Voting. Proxy voting shall be permitted at the meetings of members, with the Secretary’s certification that such proxy votes are from members in good standing, are in proper order, and are in accordance with any rule regarding proxy voting which may be established by the Board of Directors. All voting shall be by secret ballot.
Section 4. Resignation of a Member; Termination for Cause. A Member may resign at any time by giving notice to the Secretary of the Corporation, but such resignation shall not relieve the Member of the obligation to pay any accrued dues or other charges. A Member's membership in the Corporation may be terminated for cause, or a Member’s voting rights may be suspended, by a two-thirds vote of the Members present at the meeting of the Members on the advice of the Board of Directors. The Member shall be advised of the complaint at least twenty one (21) days before the action is scheduled to be voted upon. The Member shall have the opportunity to present a defense prior to the vote for removal, and may appeal the decision of the Board at the next general membership meeting, provided that notice of intent to appeal is provided to the Secretary at least ten (10) days in advance of the meeting. Proxy voting shall not be allowed for this purpose.
Section 5. Dues. The Board of Directors shall determine from time to time the amount of annual dues payable to the Corporation by the Members. Initially, the annual dues for ach Regular Member shall be $100.00 per year, due by March 31st of the year. Late payments shall incur fees of $5.00 for each quarter that the dues are late, up to a maximum of $20.00. Members who fail to pay dues by March 31st shall be notified by the Secretary and, if payment is not made within the succeeding thirty (30) days from the date of notification, shall forfeit their voting rights. Voting rights of such Members will be reinstated after required dues are paid. The elected officers may, at their discretion, prescribe procedures for extending the time for payment of dues and continuation of the membership voting rights upon the request of a member showing just cause.
ARTICLE IV (Meetings of Members)
Section 1. Regular Meetings. Meetings of the Members shall be held at such place or places as the Board of Directors may determine.
Section 2. Annual Meetings. The annual meeting of the Members shall be held at such time and place, as the Board of Directors shall determine. At the annual meeting, the Members shall consider such matters as may come before the meeting and shall elect Directors to succeed those whose terms are then expiring. Following each annual meeting, a report of the meeting and of the activities of the Corporation for the preceding year shall be sent to all Members.
Section 3. Special Meetings. Special meetings of the Members may be called by the President, Secretary, or by the Board of Directors. The Secretary shall also call a special meeting of Members upon a written application of the holders of twenty (20) percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting.
Section 4. Notice of Meetings. Written notice of each meeting of the Members, stating the date, time, and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President or Secretary, to each Member, subject to waiver of notice as provided in the Connecticut Revised Non-stock Corporation Act. For purposes of this Section only, Members shall be those persons listed as Members who paid their dues on the books of the Corporation thirty (30) days prior to the date of the meeting.
Section 5. Quorum and Voting Requirements. The Members entitled to vote on the matter who are present at a meeting of the Members, either in person or by proxy (if permitted by law), shall constitute a quorum for action on the matter. An action is approved by the Members if the votes cast favoring the action exceed the number of votes cast against the action unless another proportion is required by the Certificate of Incorporation or by law.
Section 6. Action by Written Consent. Any action which may be taken at a meeting of members may be taken without a meting if consent in writing, setting forth the action so taken or to be taken, is signed by all Regular Members severally or collectively, holding a majority who would be entitled to vote upon such action at a meeting and said consent shall be filed with the Secretary and kept as part of the corporate records.
ARTICLE V (Directors)
Section 1. Powers. All corporate powers of the Corporation shall be exercised by or under the authority of, and the activities, property and affairs of the Corporation shall be managed by or under the direction of, the Board of Directors. The Board of Directors may exercise all of such powers and may delegate any and all such powers as it sees fit, subject to restrictions imposed by the Certificate of Incorporation, the Bylaws, the Connecticut Revised Non-stock Corporation Act, as amended, and Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future federal tax code). In particular, the Board of Directors shall have supervision, control and direction of the affairs of the Alumni, shall determine policies within the limits of these by law. The Board may adopt rules and regulations for the conduct of its business as it deems advisable and may appoint such assistants from the membership as it considers necessary.
Section 2. Number, Qualification, Election and Term of Office. There shall be not less than three (3) nor more than twelve (12) directors, the number to be fixed from time to time by the Board of Directors. The directors shall be elected annually at the annual meeting of the Members, as provided in Article III, Section 2 of these Bylaws except in the case of a vacancy, which may be filled at any meeting of the Board of Directors. Directors shall serve a one-year term and hold office until their successors are elected and qualified. Directors need not be residents of the State of Connecticut. Any Director who ceases to be a Regular Member shall automatically cease to be a Director.
Section 3. Place of Meetings. Meetings of the Board of Directors may be held at such place and time as the Board of Directors may from time to time determine, at least three (3) times a year.
Section 4. Annual Meeting. The Annual Meeting of the Board of Directors shall be held at such time and place, as the Board of Directors shall determine. Written notice of the time and place of each annual meeting shall be given to each director at least ten (10) days before the annual meeting. In addition to any other business properly brought before the Annual Meeting, the directors at that time shall elect members of any Board Committee, and officers of the Corporation for the ensuing year.
Section 5. Special Meetings. Special meetings of the Board of Directors shall be held at the call of the President or three (3) of the Board members. Notice of the date, time, place, and purpose of the meeting shall be given to each director at least five (5) days prior to such meeting.
Section 6. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived by any or all of the persons entitled to notice by written waiver filed with the Secretary of the Corporation before, at, or after such meeting. A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to the holding of the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 7. Quorum and Voting. Unless otherwise required by law or by these Bylaws, the quorum necessary for the transaction of business shall consist of a majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins. A director may participate in a meeting of the Board by means of a conference telephone or other means of communication enabling all participating directors to simultaneously hear one another and such participation shall constitute presence in person. Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or by law, the affirmative vote of a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors. As set forth in Article V, Section 10 below, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board consent in writing thereto. Voting rights of a director shall not be exercised by proxy.
Section 8. Vacancies. The Members may, by nomination, fill additional, unfilled positions on the Board of Directors by majority vote at a special meeting of the members duly called. Also, in the event of the death, disability, resignation, or removal of a director during his or her term, the Members shall have the right to appoint a successor to fill the vacancy. The term of a director elected to fill a vacancy expires at the next Annual Meeting of the Members at which directors are elected.
Section 9. Compensation. The Board of Directors may fix the compensation of directors or officers, including reasonable allowance for expenses actually incurred in connection with their duties. Upon approval of the Board of Directors, directors may also be compensated for services provided to the Corporation in a capacity other than as director, subject, however, to Article XII of these Bylaws and to Sections 33-1127 through 33-1130 of the Connecticut General Statutes, as amended. Notwithstanding the foregoing, the Corporation shall provide no reimbursement for expenses or compensation other than those reasonable and necessary in furthering the Corporation's purposes.
Section 10. Written Consent. If all the directors unanimously consent in writing to any action taken or to be taken by the Corporation, the action shall be as valid as though it had been authorized at a meeting of the Board of Directors. Such written consents shall be filed in the minute book of the Corporation.
Section 11. Removal. A director may be removed as a director at any time with or without cause by the affirmative vote of two-thirds (2/3) of directors then in office at a special meeting of the directors or by the affirmative vote of two-thirds (2/3) of the Members present at a special meeting called expressly for the purpose of considering such removal.
Section 12. Resignation. A director may resign at any time upon delivery of written notice to the Board of Directors, its Chairman or to the Secretary of the Corporation. Any such resignation shall be irrevocable upon delivery of such notice.
ARTICLE VI (Officers)
Section 1. Titles, Elections and Duties. The Directors shall appoint at the Annual Meeting, a President, a Vice-President, a Treasurer, a Secretary, an Assistant Secretary, and a Public Affairs Officer. The directors may, in addition to the foregoing, at the annual or any other Board of Directors* meeting, appoint any other officers the appointment of which they deem expedient or necessary. The officers need not be residents of Connecticut. The officers shall serve a term of one year, but no person shall serve in the same elected office for more than two consecutive terms. The duties of the officers shall be such as are imposed by these Bylaws and from time to time prescribed by the directors. All officers shall serve at the pleasure of the Board of Directors.
Section 2. President. The President shall call the annual meetings of the members and the Board of Directors and such other meetings of the members and Board of Directors as he, in his sole discretion, considers appropriate. He shall preside at all meetings of the members and the Board of Directors. If the Board of Directors has not appointed an Executive Director, the President shall, subject to the direction of the Board of Directors, be the chief executive officer of the Corporation and he shall exercise general supervision and direction over the business and affairs of the Corporation, and shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors. The President shall also serve as a director. If the Board of Directors has not appointed a Secretary, the President shall be responsible for preparing minutes of the directors* and members* meetings and for authenticating records of the Corporation. The President shall be an ex officio member, with voting privilege, of all committees except Nominating Committee. The President shall make an annual report to the members, and shall communicate to the Alumni or to the Board of Directors such matters as may in his/her opinion promote the welfare and increase the usefulness of the Alumni.
Section 3. Vice President. The Vice President shall have such powers and perform such duties as may be assigned to him by the Board of Directors or the President. In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President. The Vice-President shall be chair of the Educational Committee.
Section 4. Treasurer. The Treasurer shall, subject to the direction of the Board of Directors, have the custody of all the personal property and securities of the Corporation, and have authority to invest the Corporation’s funds, seek investment advice, open and operate brokerage accounts, and arrange to have securities held in street name. He shall render to the directors, no less than annually, a full report of the transactions of the Corporation and of his official acts, and shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors or the President.
Section 5. Secretary. The Secretary shall send notice of all meetings of the Board of Directors, shall keep the minutes of all such meetings and of all meetings of the members, shall have charge of the seal of the Corporation, shall authenticate the records of the Corporation, and in general perform all the duties incident to the office and such other duties as from time to time may be assigned by the Board of Directors.
Section 6. Assistant Secretary. The Assistant Secretary shall assist the Secretary in the performance of his/her duties. He/she shall also be in charge of the membership drive.
Section 7. Public Affairs Officer. The Public Affairs Officer shall deal with alumni publications.
ARTICLE VII (Agents and Attorneys)
The Board of Directors may appoint such agents and attorneys, with such powers and to perform such acts and duties on behalf of the Corporation, as the Board of Directors may determine.
ARTICLE VIII (Finance)
Section 1. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year.
Section 2. Deposits. The monies of the Corporation shall be deposited in the name of the Corporation in and with such one or more depositories or other institutions as may be designated by the Board or the President.
Section 3. Budget. The Board of Directors shall adopt an annual operating budget covering all activities of the Alumni. Within thirty (30) days following the closure of the fiscal year, the Treasurer shall furnish the membership with a financial report for the fiscal year just concluded. The Budget shall be approved by the Members at their Annual Meeting.
Section 4. Contracts and Checks. Except as the Board of Directors may otherwise prescribe, all checks, drafts and other instruments on the account of the Corporation for the payment of money and all instruments of transfer of securities shall be signed in the name and on behalf of the Corporation by the Treasurer or by such other officer, agent or employee of the Corporation, as may, from time to time, be designated by the Board of Directors. All instruments of transfer of personal property other than securities, all instruments of conveyance of real property and all contracts and agreements shall be signed by such officer(s), agent(s) or employees(s) as the Board of Directors shall from time to time prescribe.
Section 5. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for general purposes or for any special purpose of the Corporation.
ARTICLE IX (Amendments)
These Bylaws may be repealed or amended by the affirmative vote of two-thirds (2/3) of all directors then in office, provided that written notice of such proposed action shall have been given in the call for the meeting of such directors at which such amendment or repeal is to be acted upon.
ARTICLE XI (Indemnification)
The Corporation shall indemnify, and advance expenses to, its members, directors, officers, employees, and agents to the maximum extent permitted by the Connecticut Revised Non-Stock Corporation Act, as amended. Notwithstanding the foregoing, if at any time the Corporation is a private foundation, the Corporation shall not indemnify such individuals, procure such insurance or share such premium cost to the extent so doing would constitute an act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, as it may be amended, or corresponding provisions of any later federal tax laws (the "Code").
ARTICLE XII (Conflicting Interests)
The Board of Directors shall comply with the provisions of Sections 1127 - 1130 of Connecticut General Statutes, as amended, regarding "conflicting interest" transactions, and shall engage in no transaction that would constitute an “excess benefit” transaction under Section 4958 of the Code. The Board of Directors may adopt appropriate policies and procedures to implement this Section, and such policies and procedures may only be amended by the same vote required to amend these Bylaws.
ARTICLE XIII (Committees)
Section 1. Committees. The President, subject to the approval of the Board of Directors, shall annually appoint such committees as he/she finds necessary. Initially, three permanent committees will be established. These committees will carry the principal functions of the Alumni. The committees shall be (i) Educational Committee, (ii) Special Events Committee and (iii) Audit Committee.
Section 2. Educational Committee. The Educational Committee shall engage in organizing formal annual lectures, which will seek to educate the community on current topics of interest in Ghana in particular and Africa in general. The committee shall also organize lectures and cultural events in high schools and Universities in our community. The purpose of these events is to promote understanding between our community and the peoples of Ghana and Africa.
Section 3. Special Events Committee. The committee shall be responsible for organizing the annual banquet and dance of the Alumni and other entertainment activities and trips for Members and members of the community.
Section 4. Audit Committee. The committee shall audit the finances of the Association and report to the members at the Annual Meeting.