Amendment and Restatement of the Articles of Organization of The Greater Kansas City Chamber of Commerce Centurions Alumni Association
THIS AMENDMENT AND RESTATEMENT of the ARTICLES OF ORGANIZATION OF THE GREATER KANSAS CITY CHAMBER OF COMMERCE ALUMNI ASSOCIATION is made as of the 24th day of April, 2008.
WHEREAS, on March 28, 1994, the Centurions Alumni Committee (the “Association”) adopted the Articles of Organization of The Greater Kansas City Chamber of Commerce Centurions Alumni Association (the “Articles of Organization”) thereby amended on August 25, 2005;
WHEREAS, the Association has determined that it is in the best interests of the Association to revise certain aspects of the Articles of Organization to address current term limits and to provide additional detail on committee duties; and
WHEREAS, pursuant to Article 16 of the Articles of Organization, written notice of the intent to amend was provided to the membership, and the Association voted to amend the Articles of Organization as set forth in the attached amendment and restatement.
NOW, THEREFORE, BE IT RESOLVED, that the Articles of Organization are hereby amended and restated, as of April 24, 2008.
IN WITNESS WHEREOF, the following active members do hereto set their hands.
ARTICLES OF ORGANIZATION OF THE GREATER KANSAS CITY CHAMBER OF COMMERCE
CENTURIONS ALUMNI ASSOCIATION
1. THE ASSOCIATION
1.1 The name of the Association shall be the Centurions Alumni Association.
1.2 The Association is an unincorporated association which shall operate as an independent association affiliated with the Centurions Program under the sponsorship of, and working consistent with the goals of, The Greater Kansas City Chamber of Commerce.
1.3 The principal office of the Association shall be at the offices of The Greater Kansas City Chamber of Commerce.
2. PURPOSE AND GOALS. The Purpose of the Association shall be:
2.1 To provide an organization for graduates of the Centurions Program.
2.2 To provide energetic, dynamic and creative assistance and support to the Centurions Program and to The Greater Kansas City Chamber of Commerce through informal interaction, business networking and social contact.
2.3 To encourage the continuing education of its members through programs, speakers, and other learning opportunities.
2.4 To encourage Association members to become and stay actively involved on boards, commissions, and in community affairs.
2.5 To encourage membership and participation in the Greater Kansas City Chamber of Commerce.
3.1 Eligibility. Only individuals who have graduated from the Centurions Program are eligible for active membership in the Association.
3.2 Classes of Membership. The Association shall have the following classes of membership:
3.2.1 Active Membership. Individuals who have graduated from the Centurions Program and have paid current membership dues to the Association shall be active members. Active members shall be entitled to all the rights, privileges and responsibilities of the Association.
3.2.2 Inactive Membership. Eligible individuals who have not paid current membership dues shall be inactive members.
4. Finances. The dues of the Association shall be set by the Executive Committee. The Association may separately maintain and account for its finances, but if its finances are co-mingled for management, investment, or any other purpose with those of the Centurions Program, the Chamber of Commerce, or any other organization, the Association must be able to independently identify and manage its finances from those of the other organizations in cooperation with the Chamber.
Budget and Fiscal year. The fiscal year for financial matters of the Association shall be from July 1 to June 30 of each year. Budgets to coincide with the fiscal year shall be prepared by the Treasurer, and approved and finalized by the Board of Directors, prior to being submitted to The Chamber’s Board of Directors
Accounting. The Treasurer shall prepare, or cause to be prepared, an annual accounting of the sources and uses of the Association’s funds. Such accounting is to be submitted to the Chamber by October 1 of each year or as soon thereafter as practicable.
Contracts. The Alumni Association shall not, nor shall representatives on behalf of the Alumni Association, enter into a contract binding the Alumni Association Membership or its funds without Chamber approval. Any transactions requiring contractual arrangements, not approved by the Chamber, shall be made as individuals by members or sponsors agreeing to such arrangements.
5. Voting Rights. Active members shall be entitled to one (1) vote in the affairs of the association.
5.1 Voting by Mail or Electronic Mail. For a vote by mail or electronic mail, the mailing list used shall correspond to the current official list of active members as provided by the Greater Kansas City Chamber of Commerce Program Manager or his or her designee. The following items should be sent or provided to each active member: (1) a printed ballot or electronic means by which the member is easily identifiable to ensure against votes being cast by other than active members, together with instructions for completing the process by the required due date; and (2) a suitable mechanism to capture ballots cast by active members.
6. Membership Meetings.
6.1 Annual Meetings. The Association shall hold an Annual Meeting in April to elect officers, an active member to serve on the Steering Committee, and to transact other Association business. No less than ten (10) days notice must be given prior to an Association meeting. Notice may be given in writing or by electronic mail.
6.2 Special meetings. Special Meetings of the Association may be called by the Board of Directors. No less than five (5) days notice must be given prior to a Special Meeting. Notice may be given either verbally, in writing or by electronic mail.
6.3 Board of Directors Meetings. The Board of Directors shall hold a meeting of the Board of Directors regularly from July to June inclusive unless otherwise ordered by the Association. The Secretary shall notify each board member of the time, place, and agenda of the meeting no less than five (5) days before the meeting. Notice to each board member may be given either verbally, in writing or by electronic mail
6.4 Meeting By Videoconference or Telephoneconference. Meetings may be held by videoconference or telephone conference-call. In all meetings held by video or telephone, matters must be arranged in such a manner that all persons participating in the meeting can hear each other; the notice of a meeting by video or telephone conference must state the fact that the meeting will be held by video or telephone as well as all other matters required to be included in the notice; and a person's participating in a video or conference-call meeting constitutes his or her presence at the meeting.
6.5 Notice by Mail or Electronic Mail. Any notice required or permitted by these Articles may be given by mail or electronic mail. If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the Association's records, with postage prepaid. If given by electronic mail, a notice is deemed delivered when sent electronically to the person at his or her electronic mail address as it appears on the Organization's records.
7.1 Members. Ten active members of the Association shall constitute a quorum for the transaction of business of any meeting of the Association.
7.2 Board of Directors. Five Directors shall constitute a quorum for the transaction of Board business.
8. Board of Directors
8.1 Management. The general management of the Association shall be vested in the Board of Directors, including the formulation and approval of the budget.
8.2 Directors. The Board of Directors shall include the President, immediate Past President, President Elect, Secretary, Treasurer, one (1) active member to serve on the Centurions Program Steering Committee, and three (3) other active members of the Association appointed by the Officers to chair the Membership & Communications, Civic Initiatives, and Social standing committees. The immediate past chairperson of the Centurions Program Steering Committee shall also serve as a member of the Board. Directors must be chamber members when elected/appointed to office. No person shall serve for more than five (5) years on the Board without first having sat off the Board for at least one year. Service as the Past President shall not count toward the five (5) year limit for the Board Membership.
9. Officers. The Officers of the Association shall be a President, President Elect, Secretary, and Treasurer. No member shall hold more than one office at a time, and no member shall be eligible to serve more than one term in the same office.
10. Association Representative. The Steering Committee of the Centurions Program may appoint one of its members to serve on the Centurion’s Alumni Association. The Alumni Association member shall serve one (1) year term. Assuming this person is appointed, then he/she shall be considered a Director, increasing the number of Directors to eleven (11).
11. Term of Office. The term of office for Directors, Officers, and the Steering Committee member, shall run from July through June.
12. Resignation. An Officer or Director may resign his or her position at any time by filing a written statement of resignation with the Secretary of the Association. The Board of Directors shall fill the vacancy for the remainder of the term.
13. Removal. An officer or Director may be removed by the Board of Directors for nonfeasance, malfeasance or misfeasance of office by a vote of two thirds (2/3) of the entire Board.
14.1 Executive Committee. The Executive Committee shall consist of the Officers of the Association. It shall have all powers of the Association in the interim between meetings of the Board and Association, except that it shall not reverse any actions of the Board of Association or take action on matters contrary to procedures prescribed in these Articles.
14.2 Standing Committees. The standing committees of the Association shall be as follows: Membership & Communications, Projects & Civic Initiatives, Social, and Legacy. The President shall serve an ex-officio member of all standing committees. Highlights of each Standing Committees are as follows:
Membership & Communications Committee: The Membership & Communications Chair shall oversee this committee. Primary functions include (i) recruit and retain paid Alumni Association members; (ii) communicate events and activities with members.
Projects & Civic Initiatives Committee: The Projects & Civic Initiatives Chairperson shall oversee this committee. Primary functions include: (i) coordinate the Mayor’s Breakfast; (ii) coordinate projects with Actives, (iii) oversight of Greater Kansas City Day.
Social Committee: The Social Chairperson shall oversee this committee. Primary functions include: (i) coordinate Happy Hours and other social events; (ii) coordinate the Holiday Party, (iii) coordinate Alumni Association Annual Meeting/Elections.
Legacy Committee: The President-Elect shall oversee this committee. Primary functions include: (i) oversight of the Alumni Association legacy fund; (ii) oversight of scholarships awarded from this fund.
The President-Elect shall also oversee coordination of the Bernard Powell Award.
14.3 Special Committees. The President shall appoint special committees based on the needs of the Association. They shall cease to exist when their purpose is served. The President shall serve as an ex-officio member of all Special Committees.
15. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Articles and any special rules of order the Association and/or The Greater Kansas City Chamber of Commerce may adopt.
16. Amendments These Articles may be amended by a two-thirds vote of the members present at any duly authorized meeting. Proposed amendments must be submitted to the Board of Directors at least thirty (30) days prior to such meeting at which it is proposed for adoption. Written notice of intent to amend shall be sent to the active membership at least ten (10) days prior to the meeting. All amendments are subject to being overridden by the Board of the Greater Kansas City Chamber of Commerce.
17.1 Vote to Dissolve. The active membership may dissolve the Association by a two-thirds (2/3) vote of the membership present at any duly authorized meeting. Written notice of intent to dissolve shall be sent to the voting membership thirty (30) days prior to such meeting.
17.2 Distribution of Assets. Upon the dissolution of this Association, it shall, after paying or making provisions for the payment of all liabilities of the Association, contribute all assets to the Centurions’ Alumni Foundation. If the Centurions’ Alumni Foundation is no longer in existence or refuses the contribution, the Association shall contribute all assets to the Greater Kansas City Chamber of Commerce.