BY-LAWS Of THE ALUMNI ASSOCIATION OF TITCHFIELD HIGH SCHOOL, INC

Amended January 19, 2008

ARTICLE I. NAME
The name of the organization shall be called “THE ALUMNI ASSOCIATION OF TITCHFIELD HIGH SCHOOL, INC.”

ARTICLE II. OFFICES
The principal office of the Association shall be in Palm Beach County, State of Florida. The Association may also have offices at such other places within or without this state as the Board may from time to time determine or the business of the Association may require.

ARTICLE III. PURPOSES
The purposes for which this Association has been organized are as follows:

(A). To work with students, community groups and governmental agencies both in Jamaica and the U.S. to improve the standards of education and facilitate the educational opportunities available to students at Titchfield High School in Jamaica

(B). To provide financial assistance and professional services to the faculty, staff and student body of Titchfield High School in Jamaica and to promote and foster the spirit of fellowship and community among alumni of Titchfield High School

(C). To solicit funds, materials and professional services from business entities and governmental agencies to assist in the financing of the Corporation’s aims and objectives (including sponsoring
events designed to raise funds to fulfill the aims and objectives).

(D). Notwithstanding any other provision of this certificate, the Corporation is organized
exclusively for charitable and educational purposes, and shall not carry on any activities not permitted to becarriedon by a Corporation exempt from Federal income tax under Section 501(c)(3) of the Code, or by a Corporation contributions to which are deductible under 170(c)(2) of the Code 2

ARTICLE IV. MEMBERSHIP

Section 1. ELIGIBILITY
Active membership shall be limited to those whose application has been approved by the Board of Directors and have paid their annual dues.

Section 2: CLASSES OF MEMBERSHIP
There shall be three classes of membership
(a) Full – Past attendee or graduate of Titchfield High School (formerly known as Titchfield School) who has enrolled and paid the Annual dues, as determined by the Board of Directors
(b) Life – Contribution of $1,000 or more
(c) Honorary – The officers and Executive Committee (hereinafter referred to as the Board of
Directors) may, from time to time, elect persons Honorary members of the association, who are not otherwise eligible to become Full members or Life members.

Section 3: PRIVILEGES
All active members shall be eligible to vote or hold offices in the Association.

Section 4: MEMBERSHIP DUES
Dues shall be paid in accordance with a dues schedule as adopted, from time to time, by the Board of Directors. The Board of Directors shall have the authority to pass upon an application for refund in any case where a member becomes ineligible.

ARTICLE V. DIRECTORS

Section 1. POWERS OF THE BOARD OF DIRECTORS
The Board of Directors shall have the power to do and perform all acts to further the basic objectives for which the Association was formed. It shall have the power to establish committees not otherwise provided for in these By-laws, with such powers and duties as it may prescribe. There shall be a Board of Directors consisting of up to nine (9) Voting Members of the Association. The Board shall be responsible for the active conduct of the affairs of the Association. Committee chairpersons shall be chosen by the Board of Directors. The Board of Directors shall meet after due notice not less than once every three (3) months, and not less than three (3) of the Board members shall be required to be present for a quorum.

Section 2. MEETING DATES
The Board of directors shall hold at least four (4) regular meetings each year, with the last meeting held within four (4) weeks of the Annual Meeting of the Association. At this last meeting, the agenda shall deal with matters reserved for the action and decision of members at the Annual Meeting. The Board of Directors shall consist of not more than eight (8) elected directors who shall be elected by and from the active members of the Association plus the additional directors provided for in Section 4 below.

Section 3. ELECTION AND TERM OF DIRECTORS
(a) Four (4) directors shall be elected at each Annual Meeting. In addition, any vacancies in unexpired terms shall be filled.
(b) Each director shall be elected for a term of two years, except in the case of filling an unexpired term.

Section 4. ADDITIONAL DIRECTORS
(a) All officers of the Association shall be directors during their respective terms of office.
(b) Each President of the Association shall be eligible for nomination and election as a director for life during the year his term of office expires.

Section 5. REMOVAL OF DIRECTORS
Any or all of the directors may be removed for cause by vote of the members or by action of the Board. Directors may be removed without cause only by vote of the members. The following constitutes mandatory removal from office:
(a) No Director may continue to hold office unless in good standing.
(b) A Director shall be deemed to have vacated his office after being absent for more than three (3) consecutive meetings of the Board of Directors without just cause or excuse upon the vote of a majority of the Board of Directors.

Section 6. RESIGNATION
A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

ARTICLE VI. OFFICERS

Section 1 – OFFICERS
The officers shall be: President, Vice-President, Secretary and Treasurer. Officers shall be elected from among the members in good standing at the Annual Meeting. They should fulfill requirements of Article IV, Eligibility for Membership. The term of office shall be two (2) years for all elective and appointed officers of the Association. No officer shall serve more than two (2) consecutive terms in the same office.

Section 2 – DUTIES OF OFFICERS
• President
The President shall serve as an invited guest on the Board of Trustees, unless otherwise elected. The President will be the Chief Executive Officer of the Association and shall preside at all meetings of members and at all meetings of the Alumni Council. The President shall be an ex-officio member of all committees, and shall have the authority to
appoint all committees as to which no other method of appointment is determined. The President shall prepare an annual report of the affairs of the Association for submission to the Association at its annual meeting and for inclusion in an appropriate school publication outlining the current status of the affairs of the Association and advising the administration and Board of Trustees of recommendations of the Council on matters of current interest. The President shall serve a term to be determined and election will take place at the annual meeting.
• Vice-President
The Vice President is elected for a two-year term and will assume the title of President at the end of his vice-presidency, assuming the President is not re-elected to a second term of office. The Vice-president shall have all the powers, duties, and privileges of the President whenever the President is unable to act for any reason, or whenever for short periods of time, the President chooses to delegate such powers, duties, and privileges to the Vice-president.
• Secretary
The Secretary shall make and record minutes of all meetings of members and meetings of the Alumni Council, and shall be authorized to issue information concerning any fact relating to the Association, the Alumni Council, and the Officers or any action of any of them. The Secretary shall conduct the correspondence of the Association, and shall keep a current record of the names and addresses of all members of the Association and have custody of such other records for the Association.
• Assistant Secretary
The Assistant Secretary shall assume all secret arial responsibilities in the absence of the Secretary. In addition, the Board of Directors may, from time to time, assign other responsibilities.
• Treasurer
The Treasurer shall keep an accurate record and account of any financial transactions of the Association and shall deposit all moneys in such bank or other depository as may be designated by the Council. The Treasurer shall make disbursements when authorized by the Council by check signed by him as Treasurer. At the annual meeting, or whenever required by the Council, the Treasurer shall submit a report on the finances of the Association.
• Compensation
Officers shall not receive any compensation for their services, other than reimbursement for out-of-pocket expenses as related to the business of the Association and as approved by the Executive Board.

ARTICLE VII. MEETINGS

Section 1. ANNUAL MEETING
The annual membership meeting of the Association shall be held in January each year at a time and place set by the Board of Directors. In the event of postponements, the directors shall fix a date not more than five (5) weeks from the original date fixed by the Board of Directors.

Section 2. GENERAL MEETING
There shall be monthly meetings of the general membership. Date, time and location to be determined. Special meetings may be held as the need arises.

Section 3. QUORUM
The presence at any membership meeting of not less than ten (10) members shall constitute a quorum, and shall be necessary to conduct the business of the Association. At Board meetings not less than six (6) Directors must be present, the minimum number permitted under the laws of the State of Florida.

Section 4. FISCAL YEAR
The Fiscal Year of the Association shall be January 1 to December 31, unless changed by the Board of Directors.

Section 5. ORDER OF BUSINESS
The order of business at all meetingsof members shall be as follows:
(a) Roll Call
(b) Reading of the minutes of the preceding meeting
(c) Reports of Committees
(d) Reports of Officers
(e) Old and unfinished business
(f) New Business
(g) Receipts and disbursements
(h) Adjournment

ARTICLE VIII. AMENDMENTS

(A) These By-laws may be amended by a two-thirds vote of the members present at any regular or special meeting of the Association. Amendments must be proposed in writing to the Board of Directors as well as submitted thirty days in advance to the entire membership before they are presented for approval.
(B) In voting on any article of amendment, each section shall be voted separately.

ARTICLE IX – DISBURSEMENTS
(A) Disbursements shall have the approval of the majority of members present at a regular or special Board of Directors’ meeting.
(B) All order for disbursements shall be signed by the Treasurer and countersigned by the President, or the Vice-President in the absence of the President, and all payments shall be made by check. However, the Board of Directors may set up a Revolving Petty cash Fund not to exceed two hundred dollars ($200.00) at any one time to be under the exclusive custody of the treasurer for the payment of small expenditures, save that such disbursements shall be approved by the President.

ARTICLE X. PARLIAMENTARY AUTHORITY
The Roberts Rule of Order shall be our constitutional guide, whenever it is not in conflict with
our constitution.

ARTICLE XI – DISSOLUTION OF THE ASSOCIATION
In the event of the dissolution or liquidation of the Association, all remaining assets and property of the Association, after necessary expenses thereof, shall be distributed to any organization organized and operated exclusively for educational purposes and qualified under Section 501 of the Internal Revenue Code.

ARTICLE XII – EFFECTIVE DATE
These By-Laws shall be effective as of the date of ratification.