BY-LAWS OF THE ALUMNI ASSOCIATION OF THE UNIVERSITY SCHOOL OF MILWAUKEE, WISCONSIN, INC. ENACTED SEPTEMBER 1976 REVISED NOVEMBER 1995 REVISED APRIL 1997 REVISED MARCH 2000 REVISED JUNE 2004
BY-LAWS OF THE ALUMNI ASSOCIATION OF THE UNIVERSITY SCHOOL OF MILWAUKEE, WISCONSIN, INC. ARTICLE I. MEMBERS Membership All graduates of Milwaukee Country Day School, Milwaukee University School, Milwaukee Downer Seminary, and University School of Milwaukee shall be entitled to all of the privileges of membership in the Corporation. Section 2. Life Memberships Life memberships in the alumni associations of Milwaukee Country Day School, Milwaukee University School, and Milwaukee Downer Seminary, shall be recognized and honored by the Corporation. No future dues to the Corporation shall be payable by such persons and all persons holding such memberships shall be considered active members of the Corporation. No new life memberships in the Corporation shall be granted. Voting of Members Each member shall be entitled to one vote on each matter submitted to the membership. A vote of a majority of the members present in person at a meeting at which a quorum is present shall be decisive of any motion or election, except as otherwise provided in these By-Laws. Section 4. Annual Meeting The annual meeting of the members for the purpose of electing Directors and for the transaction of such other business as may come before the meeting shall be held in June of each year commencing in 1977 on a date and at a time and place to be determined by the Board of Directors. If the election of Directors shall not be accomplished on the day designated herein for any annual meeting of the members, or at any adjournment thereof, the Board of Directors shall cause such election to be made at a special meeting of the members held as soon thereafter as conveniently may be. Section 5. Special Meetings Special meetings of the members, business or social, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors, and shall be called by the President upon a written request to him/her signed by not less than 25 of the members entitled to vote at such meeting.
Section 6. Place of Meeting The President of the Board of Directors may designate any place within the State of Wisconsin as the place of meeting for any annual meeting or for any special meeting. If no designation is made, the place of meeting shall be University School of Milwaukee. Section 7. Notice of Meeting Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than fifty days before the date of the meeting, either personally or by mail, by or at the discretion of the President or the Board of Directors, to each member entitled to vote at such a meeting. Written notice in the University School of Milwaukee newspaper shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the records of the Corporation, with postage thereon prepaid. Section 8. Record Books; Determination of Membership It shall be the responsibility of each member of the Corporation to keep on file with the Secretary a current address for the mailing of notices and for all other corporate purposes. Section 9. Quorum Ten members entitled to vote at the meeting, represented in person, shall constitute a quorum at a meeting of members. If less than a quorum is represented at a meeting, members having a majority of the votes so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. ARTICLE II. EXECUTIVE COMMITTEE General Powers The Executive Committee shall have, and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the Corporation, except the fulfilling of vacancies in the Board of Directors and any powers not permitted by statute.
Section 2. Composition The Executive Committee shall be composed of the officers of the Corporation. The President shall be the Chairman of the Executive Committee. Rules The Executive Committee shall fix its own rules governing the conduct of its activities and shall report to the Board of Directors its actions taken on behalf of the Corporation. ARTICLE III. BOARD OF DIRECTORS General Powers The business and affairs of the Corporation, including the planning of all meetings of members, shall be managed by its Board of Directors. The Board of Directors shall report its proceedings at the annual meeting of the members. Section 2. Number, Tenure and Qualifications The Board of Directors shall consist of twenty-one (21) members, or such other specific number, as may be designated from time to time by resolution of the Board of Directors. At each annual meeting the Board of Directors shall elect the appropriate number of directors to reach the 21-member level or such other specific number designated by the Board of Directors. A Director is expected to serve one four (4) year term. A Director may serve two consecutive four-year terms. However, no Director shall serve three consecutive four-year terms. A Director may serve for an additional period beyond two four-year terms if, 1) such additional period is necessary to fulfill the term obligations required by such Director holding a principal office of the Corporation, or 2) such additional period is the result of a newly elected Director beginning their service on the Board of Directors by completing the unfinished term of a Director who chose not to complete his/her term. Regular Meetings A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of members, and each adjourned session thereof. The Board of Directors may provide, by resolution, the time and place, within the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution. A minimum of four regular meetings of the Board of Directors shall be held each year.
Section 4. Special Meetings Special meetings of the Board of Directors may be called by or at the request of the President and shall be called by the Secretary on the written request of any five Directors. The person authorized to call special meetings of the Board of Directors may designate any place, within the State of Wisconsin, as the place for holding any special meeting of the Board of Directors called by them. If no designation is made, the place of meeting shall be University School of Milwaukee, but any meeting may be adjourned to reconvene at any place in the State of Wisconsin designated by vote of a majority of the Directors present thereat. Section 5. Notice Notice of any special meeting, stating the place, day, and hour of the meeting, shall be given to each Director by telephoning such notice to a Director personally, or by written notice delivered personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Whenever any notice whatever is to be given to any Director of the Corporation under the provisions of these By-Laws or under the provisions of any statute, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the Director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a Director at a meeting shall constitute a waiver of notice or such meeting, except where a Director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 6. Quorum Except as otherwise provided by law or by these By-Laws, a majority of the numbers of Directors then in office present in person shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the Directors present (though less than such quorum) may adjourn the meeting from time to time without further notice. Section 7. Manner of Acting The act of the 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 by the Articles of Incorporation or these By- Laws.
Section 8. Vacancies Any vacancy occurring among elected members of the Board of Directors, including a vacancy created by an increase in the number of elected Directors, may be filled until the next succeeding annual election by the affirmative note of a majority of the Directors then in office, though less than a quorum of the Board of Directors. Section 9. Committees The Board of Directors shall have the power to establish any standing or special committees deemed necessary for the benefit of the Corporation. Each committee shall have as its chairman a member of the Board of Directors selected by the Board of Directors. Such chairman shall serve as Vice President, elected to such office pursuant to the terms of these Bylaws. Committee members shall be selected by the chairman from the active membership. Each committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request. Section 10. Term of Committee Members The term of all persons appointed to committees, whether as Chairman or as members, shall expire at the next annual meeting of the members of the Corporation, or when their successors have been appointed. Persons appointed to committees may be removed and vacancies filled in the same manner and by the same authority as appointed them. ARTICLE IV. OFFICERS Number and Qualifications The principal officers of the Corporation shall be a President, the President Elect or Past President, as the case may be, such number of Vice-Presidents as annually determined by the Board of Directors, a Secretary, and a Treasurer, each of whom shall be elected for one (1) two-year term by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. All officers shall be active members of the Corporation. No person shall be eligible to hold the same office for more than one (1) two-year term. No two offices may be held by the same person.
Section 2. Election of Officers If the election of officers shall not be held after the annual meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his/her successor shall have been duly elected, until his/her death, or until he/she shall resign. Any vacancy in any principal office shall be filled by the Board of Directors for the unexpired portion of the term. President Elect The President Elect of the Corporation shall be elected biannually by the Board of Directors at each annual meeting held in an odd-numbered year. The President Elect shall hold office from the close of the annual meeting for a term of one year, at which time he or she shall become President, or until the President Elect s death, or until the President Elect shall resign or shall have otherwise been removed from office. Section 4. The President The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general, supervise and control all of the business and affairs of the Corporation. He/she shall, when present, preside at all meetings of the members of the Board of Directors. He/she shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as he/she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He/she shall have authority to sign, execute, and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports, and all other documents or instruments necessary or proper to be executed in the course of the Corporation's regular business, or which shall be authorized by resolution of the Board of Directors, and except as otherwise provided by law or by the Board of Directors, he/she may authorize another officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his/her place and stead. In general, he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. In the absence of the President, or in the event of his/her death, inability or refusal to act, the President-Elect or Past President, as the case may be, shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to, all the restrictions upon the President, and shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. The President-Elect or Past President, as the case may be, shall serve as the President of the Corporation,
unless the Board of Directors votes otherwise, when the President terminates his/her service as President. Section 5. Past President Upon the expiration of a President s term, the President shall become Past President. The Past President shall hold office from the close of the annual meeting at which he or she ceases to be President for a term of one year, or until the Past President s death, or until the Past President shall resign or shall have otherwise been removed from office. Section 6. Vice Presidents The Vice Presidents of the Corporation shall be elected annually by the Board of Directors at its annual meeting to serve as chairman of specified committees or other functions. If the election of Vice Presidents shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each Vice President shall hold office from the close of the annual meeting for a term of one year, or until a qualified successor is elected upon expiration of the term of that officer, or until that officer s death, or until that officer shall resign or shall have been removed in the manner hereinafter provided. Section 7. The Secretary The Secretary shall keep the minutes of the meeting of the members and of the Board of Directors in one or more books provided for that purpose; and see that all notices of Board of Directors meetings are duly given in accordance with provisions of these By-Laws or as required by law; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. Section 8. The Treasurer If required by the Board of Directors, the Treasurer shall, at the expense of the Corporation, give a bond for the faithful discharge of his/her duties in such sum and with surety or sureties as the Board of Directors shall determine. He/she shall: have charge and custody of, and be responsible for, all funds and securities of the Corporation, keeping account of the same; prepare a report of the financial condition of the Corporation for each meeting of the Board of Directors and an annual report; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by resolution of the Board of Directors; and in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 9. Execution of Instruments All checks, drafts, and orders for payment of money shall be signed in the name of the Corporation and may be countersigned by such officer or officers as the Board of Directors shall from time to time designate for that purpose. ARTICLE V. MISCELLANEOUS Fiscal Year The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December in each year. Section 2. Seal The Corporation shall have a seal. Loans No funds of the Corporation shall be loaned to any officer or Director of the Corporation. Section 4. Amendments These By-Laws and any amendments or additions hereto may be altered, amended, or repealed and new By-Laws maybe adopted by majority vote of the Board of Directors at any annual or special meeting, provided, however, that a quorum shall be present at said meeting.