QUEEN ELIZABETH SCHOOL ALUMNI ASSOCIATION (USA)

 CONSTITUTION

Version 3.0

1.      NAME

 The name of this organization shall be known as the Queen Elizabeth School Alumni Association (USA) - QESAAUSA, hereafter referred to as the Association.

2.      DEFINITIONS

2.1    School - means Queen Elizabeth School, Hong Kong.

2.2    Students - means all former and current students who have been full time students of the School for at least one academic year.

2.3    Member - means a member of the Association and includes all classes of members unless specified otherwise in these Articles hereof.

2.4    Board of Directors - means the Board of Directors of the Association.

2.5    Director - means a member of the Board of Directors of the Association.

2.6    Meeting - means a meeting of the members and/or directors physically at a place or via communication by means of e-mail, telephone, fax or surface mail.

3.      MISSION

The mission of the Association shall be:

"To promote friendship and co-operation amongst, and to provide assistance to, if and when needs arise, former students and faculty members of Queen Elizabeth School, Hong Kong, in U.S.A. and to establish closer relationship between Members of the Association, the School and the existing Student thereof." 

4.      OBJECTIVES

The objectives of the Association shall be:

(1)    To set up a non-profit organization for the furtherance of the objectives listed in this Constitution.

(2)    To promote friendship amongst former students of Queen Elizabeth School, Hong Kong.

(3)    To provide assistance to former students of Queen Elizabeth School, Hong Kong, in U.S.A. if and when needs arise.

(4)    To establish closer relationship between Members of the Association, the School and the existing Student thereof.

(5)    To establish a network with all other Queen Elizabeth School Alumni  Associations and Alumni.

(6)    To advance and promote education, and to contribute to funds from whence activities for the benefit of education may be supported.

(7)    To promote and sponsor intellectual, cultural and charitable activities among the membership and Chinese Americans.

5.      MEMBERSHIP

5.1    Application

5.1.1        Members of the Association are the subscribers to the Constitution and who are former students of the School, or honorary members as designated in paragraph 5.1.3.

5.1.2        Application for membership shall be submitted in writing to the Board of Directors (by completing the Membership Application Form) and upon approval by the Board and payment of the required Membership Fee, the applicant shall become a Member.

5.1.3        Honorary members shall be former teachers or principals of the School.

5.2   Membership Fee

5.2.1  All Members are required to pay membership fees.

           5.2.2   Membership fee shall be determined by the Board of Directors.

     5.3  Expulsion, suspension and resignation

  5.3.1  The Directors shall have the power, by a  vote of at least three-quarters (3/4) of those present at a Directors' Meeting, to expel or suspend any Member whose conduct shall have been determined by the Directors to be improper, unbecoming, or likely to endanger the interest or reputation of the Association.  No Member shall be expelled or suspended without being notified of the charge or complaint against him/her or without having first been given an opportunity to be heard by the Directors at a meeting called for the purpose.

  5.3.2  Any Member who resigns, withdraws, or is expelled from the Association shall forfeit all rights, claims and interests arising from or associated with membership in the Association.

5.4  Membership Privilege

 5.4.1  All paid up members may participate in meetings, committees and other activities of the Association but shall have no voting rights at Board Meetings.

6.  BOARD OF DIRECTORS

  6.1 Board of Directors shall be elected biennially from among the voting Members,    based on nominees with the most votes during the Biennial General Meeting, for a two-year term starting immediately and until the next Biennial General Meeting.  The Biennial General Meeting should be held between January 1 and March 31.  Absentee ballots are accepted before said meeting.

     6.2 The management of the affairs of the Association shall be vested in the Board of Directors.  The number of Directors shall not  be less than six (6) and not more than twelve (12).

 6.3  Board of Directors shall consist of at least four officer-bearers - president, vice-president, treasurer and secretary.  All designated office bearers and other relevant posts shall be elected by the Directors from among themselves.

 6.4  Regular Board of Directors meeting should be held at least once a year.

 6.5  Fifty percent (50%) of the Directors shall be necessary to constitute a quorum for the transaction of business of the Association.

 6.6  The action by a majority vote of the Directors present at any meeting at which there is a quorum shall be regarded as the act of the Board of Directors and is valid as an act of the Association.

 6.7  The Board of Directors shall appoint four signing officers, two of whom shall be the President and the Treasurer and the remainder of whom shall be Directors.  All checks, drafts or other orders for payment of money or notes etc. issued in the name of or payable to the Association shall be endorsed by one (1) signing officer if they are under $300, and shall be endorsed by two (2) signing officers if they are at or above $300.

 6.8   No Directors shall hold more than one office in the Board of Directors at a time.

7.    RESIGNATION OF A MEMBER OF THE BOARD OF DIRECTORS

 7.1    If a member of the Board of Directors does not serve the Association in due diligence or is being detrimental to the Association as determined by at least three-quarters (3/4) of the votes of those present at a Directors' meeting, the Board shall have the power to ask the Director in question to resign.

 7.2  Upon resignation of a member of the Board of Directors, Members shall nominate a candidate to fill the vacancy.  The nominee that has the most votes shall be elected to be a member of the Board of Directors.

8.      DUTIES OF DIRECTORS

8.1    The President shall be the chief executive officer of the Association.  The President shall preside at the meetings of the Board of Directors and of the membership.

8.2    The Vice-President shall perform all the duties of the President in his/her absence.  The Vice-President shall perform other such duties as may be delegated to him/her by the President.

8.3    The Secretary shall take minutes of all meetings of the Board of Directors and members.  The Secretary shall keep all records of the Association, and designate a Director to maintain a register showing names of Members and their addresses.

8.4    The Treasurer shall collect and keep all the funds of the Association, and shall disperse the funds of the Association only on the approval of and in the manner prescribed by the Board of Directors.  The Treasurer shall keep an accurate accounting of all financial transactions of the Association, and shall prepare all financial reports required by the Board of Directors.

8.5    All Directors shall attend Board of Directors meeting and carry out duties and tasks as may from time to time be determined by the Board of Directors.

9.      MEETINGS

9.1    Biennial General Meetings shall be held every two years on the date and at the location determined by the Board of Directors.

9.2    Special General Meetings of the Association may be held at the call of the Board of Directors or upon petition of thirty percent (30%) of the membership.

9.3    Notice of all General Meetings of the Association shall be given to the members not less than fourteen (14) days before the meeting.

9.4    All businesses in a General Meeting of members shall be decided by a vote of the majority of those present, plus valid absentee ballots returned by mail, email or fax. 

9.5    Other businesses that require voting shall be decided by a vote of the majority of valid returned ballots when business is conducted by mail, e-mail or fax.

10.  COMMITTEES

10.1  The Board of Directors is empowered to establish committees and sub-committees.

10.2  The Board of Directors may dissolve any committees or sub-committees.

11.  AMENDMENTS OF CONSTITUTION

Upon proposal by the Board of directors or by written petition signed by ten percent (10%) of the membership, the constitution may be amended, repealed or altered in whole or in part, by majority votes (more than 50%) of the membership.  Proxy votes and votes in absentia through mail, fax or e-mail are to be included.

12.  DISSOLUTION

Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association to such organization or organizations operating exclusively for charitable, or educational purposes.

NOTE:

Revision 3.00 adopted on 02/26/05 by general consent of members of the Association.

Revision 2.00 adopted on March 31, 2001 by general consent of members of the Association.

Revision 1.00 adopted on May 14, 1999 by general consent of  members of the Association.