KNOXVILLE COLLEGE NATIONAL ALUMNI ASSOCIATION BY-LAWS REVISION: MAY 21, 2017

Transcription

1 KNOXVILLE COLLEGE NATIONAL ALUMNI ASSOCIATION BY-LAWS REVISION: MAY 21, P a g e

2 TABLE OF CONTENT Page Article I. Name of the Corporation.3 Article II. Purposes..3 Article III. Membership and Privileges.3 Article IV. Officers and Their Duties.4 Article V. Alumni Representatives to the Board of Trustees 6 Article VI. Elections and Voting..7 Article VII. Committees and Their Duties..9 Article VIII. Regions and Local Chapters..10 Article IX Meetings..11 Article X. Authority..11 Article XI. (RESERVED).12 Article XII. Amendments.12 Proposed By-Laws Amendment Proposed Amendment to Article Officers and Their Duties Proposed to Add Article V. Elections and Voting Proposed to Add Article VI. Committees and Their Duties Article VII Meetings Proposed By-Laws Amendment Proposed Amendment to Article VIII. Region and Local Chapters, Section 2. Certification Procedure for Local Chapters. (Exigent Circumstances) 2 P a g e

3 BY LAWS OF THE KNOXVILLE COLLEGE NATIONAL ALUMINI ASSOCIATION, INC. ARTICLE I. NAME OF THE CORPORATION Section 1. Name. The name of the organization shall be the Knoxville College National Alumni Association, Incorporated hereinafter referred to as the "Association. Section 2. Location. The principal offices of the Association shall be on the College campus at 901 College Street, Knoxville College, Knoxville, Tennessee, ARTICLE II. PURPOSES The purposes of the Association shall be: A. To preserve and to protect the principles, ideals, legacy and history, and the mission of Knoxville College; B. To foster a friendly spirit and to strengthen the mutual appreciation and respect for Knoxville College graduates and students, and other persons interested in the welfare of the College, generally, and to continue the College's educational mission and purpose of providing higher education for African Americans in the United States: C. To preserve, through love and reverence, our beloved Alma Mater, Knoxville College; D. To develop and implement plans and strategies for aiding and financially Supporting the academic, cultural, and social programs of Knoxville College, including the maintenance and enhancement of the physical plant; and E. To undertake any actions deemed necessary, suitable and proper to achieve these purposes. ARTICLE III. MEMBERSHIP AND PRIVILEGES Section 1. Eligibility. Membership in the Association shall be restricted to graduates of Knoxville College and Morristown College, and former students who were academically enrolled for at least one semester. Spouses and others who are committed to the purposes stated in Article II, and who pay the required dues may also be admitted to membership in the Association. Section 2 Members. Those graduates of Knoxville College and Morristown College, who are currently financial or who hold a bona fide Life Membership in the Association, shall enjoy all the rights arid privileges of membership in the Association, including the right to vote. 3 P a g e

4 Section 3. Associate Members. Those persons who attended Knoxville College or Morristown College, for at least one academic semester, and who are currently financial, or who are spouses, friends of Knoxville College alumni, or who agree to support the purposes articulated in Article II and desire to affiliate with the Association, may be admitted to Associate Membership. Associate Members may not vote for any officer of the Association, nor on any policy or procedural question which comes before the Annual Meeting. An Associate Member may not hold office in the Association. Section 4. Honorary Members. The Association may elect, on the recommendation of the Nominating Committee and with the concurrence of the Executive Board, Honorary Members of the Association. Honorary Members shall be selected on the basis of exceptional service to Knoxville College and outstanding national or community service. Section 5. Dues. Annual dues shall be established by the Association, upon the recommendation of the Executive Committee. No Member of the Association shall vote or hold any office unless he or she is currently financial with the Association. Section 6. Life Membership. A Member or Associate Member may purchase a Life Membership, payable in installments over a one-year period from the date of the initial payment of one-third of the total assessment. The Life Membership Committee shall establish and review the Association's Life Membership Plan every five years, and may recommend revisions in the Plan to the Executive Committee for consideration by the Association at the Annual Meeting. The Life Membership Plan shall include, but not be limited to -- (a) the names of those alumni, etc. who are fully paid and subscribing life members, (b) the amount of funds in the Plan and how they are invested, and (c) a quarterly earnings report on invested funds to the Treasurer of the Association. The Life Membership Plan shall be audited every five years, or in the event of the retirement or replacement of the Life Membership Chair. ARTICLE IV. OFFICERS AND THEIR DUTES Section 1. Officers. The officers of the Association shall be the President, First Vice President, Second Vice President, Secretary, Financial Secretary and the Treasurer. The Members shall also elect two Alumni Representatives to the Knoxville College Board of Trustees. The President shall appoint a Parliamentarian. 4 P a g e

5 Section 2. Terms of Office. The terms of office for the elected officers of the Association shall be two years, except as provided for in Article V, Section 1 with respect to the two Alumni Representatives to the Board of trustees -- who a reelected for a four year term and may be reelected by the Association for a second term. Section 3. President. He/she shall preside at all regular meetings of the National Alumni Association. He/She shall call special meetings at his/her discretion or upon the request of 1/4 of the Executive Committee; call meetings of the Association on the state of its affairs arid matters relating to the College; be responsible for formulating and promoting programs of the National Alumni Association; appoint the Chairs of all Standing and Special Committees; authorize with the Treasurer the expenditure of any and all Association funds; prepare and Submit an Annual Report to the Executive Board and the membership regarding Association activities and accomplishments, in addition to goals and objectives for the coming year; represent the Association in all public affairs, or appoint someone to do so, and direct the Secretary to disseminate information to the Executive Committee and to the membership. The President shall also serve as an ex-officio representative of the Association to the Board of Trustees of the College. Section 4. First Vice President. The First Vice President shall temporarily assume the duties of the presidency in the event of the disability, death, resignation or removal of the President. At the direction of the President, the First Vice President shall develop and coordinate Association plans for increasing membership in the Association and for creating and strengthening local Alumni Chapters in consultation and cooperation with the Regional Directors. The First Vice President shall serve as Chair of the Membership Committee and liaison with the Life Membership Committee. Section 5. Second Vice President. The Second Vice President shall perform the duties of the President in the absence of the President and the First Vice President. The Second Vice President shall temporarily assume the duties of the First Vice President in the event of his/her death, disability, resignation or removal from office. At the direction of the President, the Second Vice President shall initiate and implement the Association's national fund raising strategy, and shall serve as the Chair of the Ways and Means Committee. Section 6. Secretary. The Secretary shall record the minutes of all regular and special meetings of the Association and the Executive Committee. These minutes shall be kept in a permanent record book. A timely record of all decisions made at any meeting of the Association shall be made available to each officer of the Association. The Secretary shall retain all correspondence to the Association and perform other duties as assigned by the President. 5 P a g e

6 Section 7. Treasurer. The Treasurer shall be responsible for the deposit and recordation of all funds of the Association, including annual dues, Life Memberships, and alumni Chapter and individual gifts to the College. The Treasurer shall select a depository bank, to be approved by the Executive Committee, upon his/her recommendation. The Treasurer shall prepare and submit a written Annual Report of finances of the Association at the Annual Meeting. The Treasurer shall serve as Chair of the Finance Committee. The Association shall secure a fiduciary bond, in a sufficient amount to protect itself in the event of fraud, misappropriation or theft of Association funds. The Association's financial records shall be audited biennially by a Certified Public Accountant. The Treasurer shall perform other duties as assigned by the President. Section 8. Financial Secretary. The Financial Secretary shall collect and record all funds received by the Association, including annual dues, Life Memberships, and Alumni Chapter contributions and individual gifts to the College. He/she shall make a written record of all such funds received, and shall timely transfer all funds received, together with a record of same to the Treasurer indicating the category/source of all funds. The Financial Secretary shall maintain a list of all regular and life members and payments received from them, and shall present these lists to the President and Parliamentarian at the Annual Meeting of the Association (to determine a quorum and eligible voters), and at other times as required by the Executive Committee. The Financial Secretary shall prepare and issue annual membership cards, send notification of annual dues payments to alumni Chapter Presidents, serve on the Finance Committee, and prepare and submit a written Annual Report of the Financial Secretary detailing funds received at the Annual Meeting. The Financial Secretary is the custodian of all items delivered to the Association s post office box. He/She shall perform other duties as assigned by the President. Section 9. Parliamentarian. The President shall appoint the Parliamentarian of the Association, whose term shall coincide with the Presidents or he/she shall serve until the President appoints a successor. The Parliamentarian shall advise the Presiding Officer, at all Association meetings with respect to procedures for conducting Association business as prescribed by these By-laws and Robert's Rules of Order (Newly Revised). ARTICLE V. ALUMNI REPRESENTATIVES TO THE BOARD OF TRUSTEES Section 1. Alumni Representatives. The Association membership shall elect two representatives to the Knoxville College Board of Trustees for a four-year term. Such representatives, in accord with Article VI, Section 3 of these By-laws and the By-laws of the Knoxville College Board of Trustees, may succeed themselves, and be re-elected for an additional four-year term at the will of the membership. No Alumni Trustee shall 6 P a g e

7 remain in office after eight years of continuous service. Alumni Representatives to the Board of Trustees must comply with all provisions of the By-laws of the Board of Trustees, and all resolutions adopted by the Board, in addition to the applicable provisions of these By-laws. Section 2. Responsibilities. Each Alumni trustee shall attend all regular and special meetings of the Board of Trustees and actively represent the interests of the Association at all meetings. Section 3. Report. Each Alumni Trustee shall provide a written report, following each Such meeting, to the President and to the Secretary of the Association for communication with the Association membership. Such report should include the results of all significant actions taken by the Board, or any Committees on which the Alumni Trustee serves, including an indication of the position taken on each vote by the Alumni Trustee. Both alumni Trustees shall provide a written report to the Association membership at the Annual Meeting. Section 4. Removal. An elected Alumni Trustee may be removed from his/her position for failure to promptly carry out his or her responsibilities under sections 2 and 3, or for failure to attend two consecutive regular or special meetings of the Board of Trustees. ARTICLE VI. ELECTIONS AND VOTING Section 1. Nominating Procedure. The Nominating Committee, appointed by the President, must include representatives from each region in the Association, and shall develop a slate of officers for consideration by the membership at the annual meeting, prior to the election. The Nominating Committee Chair shall place the Committee's recommendations before the membership in writing -- including the resumes/curriculum Vitae of each nominee -- at least thirty (30) days prior to the Annual Meeting. Any active alumni Chapter may nominate a member of that chapter for each of the offices described in Article 1 V. Individual nominations may be made, from the floor at the Annual Meeting by any member of the Association. Persons nominated must be currently financial with the Association, and must have been financial members of the Association in the year prior to their nomination. Section 2. Election. The election of all officers and Alumni Trustees shall not occur prior to the first Tuesday after the first Monday in November of each year in which an election is held, and the voting by mail process shall conclude no later than November 30. A Successful candidate to be elected, must receive a plurality of all of the votes cast. Section 3. Voting By Mail. All voting for officers of the Association and Alumni representation to the Board of Trustees shall be accomplished by mail. An official ballot 7 P a g e

8 including the names, a brief resume, and the class graduation date of all nominees, together with the office for which the individual is a candidate - shall be sent together with an official return envelope to each qualified (financial) Member at his/her last known address. Each Member is entitled to one ballot and to one vote. The Nominating Committee shall count each ballot at a date, place and time designated by the Nominating Committee Chair. Only signed envelopes, containing ballots shall be counted when compared against the list of qualified voters who are financial members of the Association. Section 4. Eligibility To Vote. Only Members of the Knoxville College National Alumni Association (see Article III, Section 2) shall be eligible to vote. Annual dues and a Life Membership payment, or Life Membership payment in full, must be made no later than the time of the Annual Meeting in order for an otherwise qualified member to be eligible to vote. Section 5. Terms. Elected officers of the Association shall serve for a two-year term, beginning on January 1, following their election and certification by the Nominating Committee. The President and other inferior officers may succeed themselves, and may be re-elected for an additional two-year term at the will of the membership. The two elected Alumni Representatives to the Board of Trustees may serve two successive four year terms, and may not be re-elected unless one year elapses. Section 6. Vacancy. In the event of a vacancy in any office, whether due to illness, death, disability, resignation or recall - - except as provided in Article VI, Section the President shall designate the time and place for a Special Election to fill the vacant position. The member chosen to fill the vacancy shall serve the balance of the term of his/her predecessor, and may stand for election at the end of that term. Section 7. Succession. In the event of the death, disability or resignation of the President, the First Vice President shall act in his/her stead for the balance of the President s term. The same shall apply in the event of the death, disability or resignation of the First Vice President, with the Second Vice President assuming the responsibilities of the First Vice President for the balance of the term. Section 8. Recall. A recall petition must contain a minimum of five (5) signatures from each of the five active alumni chapters. A petition must identify the reasons therefore, including but not limited to misfeasance, malfeasance or nonfeasance in office. Such petition, once certified by the Chair of the Nominating Committee as to the validity of the signatures thereon, shall result in the establishment of a date, time, place and procedure for the conduct of a Special Election to replace such officer. The officer who is the subject of the recall may be a candidate in the Special Election. 8 P a g e

9 ARTICLE VII. COMMITTEES AND THEIR DUTIES Section 1. Executive Committee. The Executive Committee shall be composed of the President, First Vice President, Second Vice President, Secretary, Financial Secretary, Treasurer and the Immediate Past President of the Association. The College Director of Alumni Affairs shall be an ex-officio member of the Executive Committee, with no right to vote. At the direction of the President, and pursuant to a stated agenda, the Executive Committee may discuss and decide matters related to the Association and the College. The time and place of the meeting may be selected by the President on the basis of convenience and economy. Meetings by telephone conference call or video-conference may be conducted. Section 2. Authority. The President and the Executive Committee shall take action on any matter in the interim between Annual Meetings of the Association and shall make reports at the Annual Meeting with respect to each action taken in the interim. Such actions shall be subject to the approval of the Executive Board. Section 3. Executive Board. The Executive Board shall be composed of the elected national officers, presidents of local chapters, regional directors, and the immediate past President of the National Alumni Association. The College Director of Alumni Affairs may serve as an ex-officio member of the Executive Board with no right to vote. The Executive Board shall meet prior to the Annual Meeting and at the time of the College's Spring Commencement, or at the call of the President and pursuant to a stated agenda. Section 4. Standing Committees. The Association shall have the following Standing Committees: Awards and Honors, Budget and Finance, Charter and By-laws, Finance, Fund Raising, Life Membership, Membership, Nominating, Program and Recognition and Ways and Means. The President shall appoint all members of each Standing Committee except as provided for in these By-Laws. Section 5. Special Committees. Special Committees shall be created for a specific purpose by resolution of the Association membership or by the President. The membership of a Special Committee shall be subject to appointment by the President. When the work of a Special Committee is completed, and its final report received, it shall then cease to exist. Section 6. Reports. Each Committee Chair shall submit, in writing, an annual report to the President. The report shall summarize the activities of the Committee during the past year, outline the Committee s accomplishments, and indicate the objectives of the Committee for the coming year. 9 P a g e

10 ARTICLE VIII. REGIONS AND LOCAL CHAPTERS Section 1. Local Chapters. Local Chapters may be established by financial members of the Knoxville College National Alumni Association to implement activities to preserve, protect and enhance the legacy, history and mission of Knoxville College. Such local chapters shall operate organizationally independent of the Association and should be separately incorporated in the State in which the chapter is established. Section 2. Certification Procedure for Local Chapters. (Exigent Circumstances) Any member of the Association, who is a graduate of Knoxville College or Morristown College, and who is currently financial or who holds a bona fide Life Membership in the Association may seek out other members with same credentials to petition the Association to establish a local chapter. To establish a chapter there must be enough members to complete a full slate of officers as established in the National Association By-Laws (i.e., President, First Vice President, Second Vice President, Secretary, Treasurer, Financial Secretary and Parliamentarian). The chapter must conduct at least one formal meeting each financial year and send a representative to the National meeting each October as scheduled. The chapter must pay chapter dues as required per the National Association. The Association shall provide an application requesting such information at such time and in such manner as the Association Membership Committee shall deem appropriate. The Association shall certify the establishment of a local alumni chapter: (a) upon the presentation of Chapter By-Laws duly adopted by the local Chapter membership; (b) the verification of the chapter officers who are Members or Associate Members of the Association by the Financial Secretary; (c) the completion of the application required by this section; and (d) the certification of the election of Chapter Officers consistent with the By-laws adopted by Chapter. Section 3. Regions. The (National Alumni) Association shall be organized by geographic regions. There shall be five (5) regional entities: NORTHEASTERN - Maine, Vermont, New Hampshire, Rhode Island, Massachusetts, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, District of Columbia, Virginia and West Virginia; SOUTHEASTERN - North Carolina, South Carolina, Tennessee, Kentucky, Georgia, Alabama, Florida, Mississippi, Louisiana, and Arkansas; MID-WESTERN Ohio, Indiana, Illinois, Iowa, Michigan, Wisconsin, Minnesota, North and South Dakota, Kansas, Missouri, and Nebraska); SOUTHWESTERN - Texas, Oklahoma, New Mexico, Arizona, Colorado, and Nevada); and FAR-WESTERN Montana, Wyoming, Idaho, Utah, California, Oregon, Washington, Alaska and Hawaii. Existing regions may be subdivided when Knoxville College and Morristown College alumni concentration in an area warrants such action. Section 4. Regional Director. Each region shall (have) be coordinated by a Regional Director appointed by the President. The Regional Director shall serve as the liaison officer between the (National) Association and local alumni chapters within his or her region and shall assist the First Vice President in implementing plans to grow the membership and the number of alumni chapters of the Association. 10 P a g e

11 Section 5. Regional Conference. There shall be a Regional Conference/Meeting in each region biennially. In the event a Region decides not to hold a conference or meeting, the Regional Director shall explain, in writing, to the National President, why the region should be excused from holding the conference based on just and reasonable cause. Such explanation should be proffered no later than January 31 of the conference year. Chapter Presidents, other chapter officers, or other representatives of the chapter, should attend the conference or meeting, with the expenses of the Chapter President reimbursed by the Chapter, if necessary. ARTICLE IX MEETINGS Section 1. Annual Meeting. The National Alumni Association shall hold one regular or Annual Meeting during the Homecoming gathering. Due and timely notice of the Annual Meeting, including the time, place and the stated agenda thereof, shall be given. Section 2. Special Meetings. Special or call meetings may be held at the request of the President or at the request of three local chapters or 1/4 of the financial members of the Association. Notice of Special Meetings must be given at least thirty (30) days prior to Such meeting and must include the stated agenda, time and place of such meeting if it is to be held in a location other than Knoxville, Tennessee. Section 3. Place of Meeting. The place of the Annual Meeting shall be on the campus of Knoxville College, unless the President and the Executive Committee determines that the location should be elsewhere. Section 4. Quorum. A quorum shall consist of fifty (50) duly qualified (financial) members of the Association. Section 5. Attendees at Meetings. Members of the Executive Committee should attend all regional conferences, leadership conferences, special and call meetings, and their expenses shall be paid from the Association s treasury. Section 6. Robert's Rules. All meetings of the Association shall be conducted in accordance with these By-laws and Robert's Rules of Order (Newly Revised). ARTICLE X. AUTHORITY All rules, regulations, resolutions and activities of the Association are subject to the Charter of Incorporation of the Knoxville Alumni Association, Incorporated, a Tennessee Corporation. 11 P a g e

12 ARTICLE XI. (RESERVED) ARTICLE XII. AMENDMENTS Section 1. Procedure for Amendment. Amendments to these By-laws may be initiated in any one of the following ways: (1) by a member of a local chapter submitting a copy of the proposed amendment to the Secretary, with the recommendations of the local Chapter for its consideration, at least sixty (60) days before the Annual Meeting; (2) by the referral of proposed amendments to the By-Laws to the Charter and By-laws Committee to study and propose. These By-laws were adopted November 1994 at the Annual Meeting of the Association. David W. Coleman, President Dr. Otis O. Hill, Chairman William A. Blakey, 65 Marva Frazier Greene, 64 The KCNAA By-laws were amended November 2000 at the Annual Meeting of the Association. Larry M. Sanders, President William A. Blakey, '65, Chairman Erma L. Jones, 65 Albert L. Myers, Jr., '68 Bernard A. Ward, 61 Danna Wood-Webb, 57 Isaac B. Wilson, Jr. 63 The KCNAA By-laws were amended October 2006 at the Annual Meeting of the Association. Delores Dees Willis, 63, President William A. Blakey, '65, Chairman The KCNAA By-laws were amended May 21, 2017 at the scheduled meeting of the Association. Dr. George Armstrong, 58, President James A. Jackson, Jr., 85, Chairman 12 P a g e

13 PROPOSED BYLAWS AMENDMENT 2012 PROPOSED AMENDMENT TO ARTICLE II. MEMBERSHIP AND PRIVILEGES Section 2. Those graduates of Knoxville College and Morristown College, who are Currently financial, shall enjoy all rights and privileges of the chapter, including the right to vote. Section 3. Omit Association PROPOSED AMENDMENT TO ARTICLE IV. OFFICERS AND THEIR DUTIES Section 3. President. The President shall preside at all regular meetings of the Chapter, including specially called meeting at hi/her discretion. Further, the President shall be responsible for formulating and promulgating programs and activities for the chapter, appoint the chairpersons of all standing and special Committees; authorize with the Treasurer, the expenditure of any and all chapter funds; prepare and submit an Annual Report to the Executive Board and membership regarding chapter activities and accomplishment put forth goals and objectives for the coming year, be the spokes person for public affairs or appoint Same; and direct the secretary to disseminate information to the Executive Board and Chapter Membership. The President shall serve as ex-officio representative of the Chapter to the National Alumni Association. Section 4. Vice President. The Vice President shall act in the place of the President whenever the President is unable to perform the duties of the office. The Vice President shall chair the Membership Committee, including Life Membership. Section 6. Treasurer/Financial Secretary. The Treasurer shall be responsible for the deposit and recording of all funds of the Chapter, including annual local dues and life membership and special gifts toteh Chapter. The Treasurer shall selecta depository bank, to the approved by the Executive Board, upon such recommendation. The Treasurer shall prepare and submit a written Annual Report of the finances of the Chapter at their Annual Meeting. Additionally, the Treasurer shall serve as the Chairperson of the Finance Committee. Where possible, the Chapter shall secure a fiduciary bond sufficient to cover loses by fraud, misappropriation or theft of Chapter funds. The Treasurer shall perform other duties as assigned by the President. 13 P a g e

14 Section 7. Parliamentarian. The President shall appoint the Parliamentarian of the Chapter whose term shall coincide with that of the President or until such time as a successor can be appointed. The Parliamentarian shall advise the Presiding Officer at all Chapter meetings regarding procedures for conducting Chapter business as prescribed by these By-laws and Robert's Rules of Order. PROPOSED TO ADD ARTICLE V. ELECTIONS AND VOTING Section 1. Nominating Procedure. The Nominating Committee shall be appointed by the President of the Chapter and shall be representative of the Chapter Membership. The Nominating Committee shall perform the following duties: prepare a slate of officers for consideration and present the recommendations to the membership including resumes and the same must be completed thirty days prior to the Annual Meeting (December). Any active (dues paying) membershall be able to nominate a member of the Chapter for each of the offices described in Artivle IV. Nominations from the floor may be made at the Annual Meeting (December). Persons nominated must be currently financial with the chapter. Section 2. Election Section 3. Eligibility to Vote. Only members of the Chapter shall be permitted to vote. The right to vote is restricted to current, dues paying members. Section 4. Terms. Elected officers of the Chapter shall serve a two-year term beginning January 1st, following their election and certification by the Nominating Committee. The President and lesser officers may succeed themselves, and may be re-elected for an additional two-year term at the will of the membership. Section 5. Vacancy. In the event of a vacancy in any office, whether due to illness, death, disability, resignation or recall-except as provided in Article VI, Section 5 - the President shall designate the time and place for a Special Election to fill the vacant position. The member chosen to fill the vacancy shall serve the balance of the term of his/her predecessor, and may stand for election at the end of that term. Section 6. Succession. In the event of the death, disability or resignation of the President, the Vice President shall preside in his/her stead for the balance of the President's term. 14 P a g e

15 Section 7. Recall. A recall petition must contain the signatures of a simple majority of the total membership and the same must specify the reasons for action, which may include, but not be limited to misfeasance, malfeasance or nonfeasance. Such petition, once certified by the Chair of the Nominating Committee as to the validity of the signatures thereon, shall result in establishment of a date, time, pace and procedure for the conduct of a Special Election to replace such officer. The officer who is the subject of the recall may be a candidate in the Special Election. PROPOSED TO ADD ARTICLE VI. COMMITTEES AND THEIR DUTIES Section 1. Executive Committee. The Executive Committee shall be composed of the President, Vice President, Security and Financial Secretary/Treasurer of the Chapter. The President on the basis of convenience and economy may select the time and place of the meetings. Meetings by telephone conference call or videoconference may be conducted. Section 2. Authority. The President and the Executive Committee shall take action on any matter in the interim between Monthly meetings of the Chapter and shall make reports at the meeting with respect to each action taken in the interim. Such actions shall be subject to the approval of the Executive Board... Section3. Executive Board. The Executive Board shall be composed of the elected Chapter officers as outlined in Article IV. Section 4. Standing Committees. The Chapter shall have the following Standing Committees; Membership, Nominating, Program. Ways and Means and Awards and Honor. The President shall appoint all members of each committee. Section 5. Special Committee. Special Committee shall be created for a specific purpose by resolution of the Chapter membership or by the President. The membership of a Special Committee shall be subject to appointment by the President. When the work of a Special Committee is completed, and its final report received, it shall then cease to exist. ARTICLE VII MEETINGS Section 1. Regular Meeting. The Chapter shall conduct monthly meetings excluding the months of July and August. The meetings shall be held on the 2 nd Saturday of each month. The time shall be determined based on availability. Section 2. Special Meetings. Special or call meetings may be held at the request of the President of the Chapter. Notice of Special Meetings must be given at least thirty days prior to such meetings and must include the stated agenda, time and place of the meetings. Section 3. Place of Meetings. All meetings of the Chapter shall be held at an individual members home or at other venue. Section 4 Quorum. A simple majority of the Chapter members present and voting shall 15 P a g e

16 constitute a quorum. Section 5 Robert's Rules. All meetings of the Chapter shall be conducted in accordance with these By-Laws of the Chapter, the By-Law of Knoxville College National Alumni Association, inc. and the Florida Statues pertaining to nonprofit organizations. Proposed Amendment Article VIII. REGION AND LOCAL CHAPTERS, Section 2. Certification Procedure for Local Chapters. (Exigent Circumstances) Any member of the Association, who is a graduate of Knoxville College or Morristown College, and who is currently financial or who holds a bona fide Life Membership in the Association may seek out other members with same credentials to petition the Association to establish a local chapter. To establish a chapter there must be enough members to complete a full slate of officers as established in the National Association By-laws (i.e., President, First Vice President, Second Vice President, Secretary, Treasurer, Financial Secretary and Parliamentarian). The chapter must conduct at least one formal meeting each financial year and send a representative to the National meeting each October as scheduled. The chapter must pay chapter dues as required per the National Association. The Association shall provide an application requesting such information at such time and in such manner as the Association Membership Committee shall deem appropriate. The Association shall certify the establishment of a local alumni chapter: (a) the presentation of Chapter By-laws duly adopted by the local Chapter membership; (b) the verification of the chapter officers who are Members or Associate Members of the Association by the Financial Secretary; (c) the completion of the application required by this section; and (d) the certification of the election of Chapter Officers consistent with the By-laws adopted by Chapter. 16 P a g e