Alumni and Friends of the London School of Economics in the United States (AFLSE)
Board of Directors
Section 1.Number. The Board of Directors of the Alumni and Friends of the London School of Economics in the United States shall consist of at least 20 and no more than thirty-six persons. All members of the Board must be dues-paying members of the organization. At least ten members of the Board shall be chapter chairpersons.
Section 2. Term and Election. Directors shall be elected at the annual meeting for a term of two years. The terms shall be staggered, so that approximately one half expire each year. Directors may be elected for subsequent terms by the Board. New directors shall be elected by the members of the Board of Directors voting in person or by proxy. Vacancies in the Board of Directors may be filled by the remaining members of the Board at any time. Such election shall be for the unexpired term.
Section 3. Meetings. The annual meeting of the Board of Directors for the election of directors shall be held on the first day of March or at such other time and at such place as the Board may from time to time determine. Other regular meetings of the Board of Directors shall be held at such time and place as the Board may from time to time determine. Special meetings of the Board may be called at any time by the president or at least three directors. Meetings of the Board are open to all members.
Section 4. Notice. Written notice of the time and place of all meetings of the Board shall be mailed or delivered at least 15 days in advance of the meeting.
Section 5. Quorum. Ten members of the Board in good standing shall constitute a quorum for the transaction of business at any meeting of the Board. In the absence of a quorum, the board may discuss but not decide business matters.
Section 6. Executive Committee. An Executive Committee of the Board shall meet from time to time to act with the full authority of the Board. The Executive Committee shall consist of the officers and other individuals selected by the president. Only Board members may vote at Executive Committee meetings. Five members of the Board in good standing shall constitute a quorum for meetings of the Executive Committee.
Section 7. Nominating Committee. The Nominating Committee shall consist of at least three and not more than five members selected by the Board. At least one of the members shall be a chapter chairperson. The Nominating Committee will nominate directors and officers for consideration by the Board.
Section 1. Officers generally. The officers of the corporation shall include a president, immediate past president, a president-elect, a vice-president or vice-presidents (2) for membership and chapters, secretary, and treasurer. A nominee for those offices need not be a member of the Board of Directors in order to be elected as an officer but shall become a member upon such election. In addition to the powers and duties set forth in these bylaws, each officer shall have such powers and duties as the Board may determine by resolution.
The officers other than the President-elect shall be elected by the Board for a two year term. Upon completion of the two year period, the officers may be elected to subsequent two year terms. However, the president may not serve for more than two consecutive terms. The same person may not simultaneously hold the offices of president and treasurer. When tasks or duties requiring special attention are needed to achieve specific goals, the president, at her or his discretion, may appoint committees. Committees shall report to the Executive Committee and to the Board.
If the President is nominated for re-election, the nominating committee shall at that time propose a candidate for President-elect for the Board's consideration. If the President during his or her first term gives notice to the Board that he or she does not plan to seek re-election, then the nominating committee shall propose a candidate for President-elect. If possible such notification shall be given at least one year prior to the expiration of the President's term.
Section 2. President. The president shall control and manage the property, business and affairs of the corporation, subject to the policies and directions of the Board. The president shall chair meetings of the Board and the Executive Committee.
Section 3. Secretary. The secretary shall keep the minutes of all meetings of the Board and shall have charge and custody of the records of the Board and the corporation.
Section 4. Treasurer. The treasurer shall have charge and custody of all funds of the corporation, shall maintain an accurate accounting system, and shall present financial reports to the Board in such manner as the Board may from time to time determine.
Section 5. President-Elect. The president-elect shall assist the president in managing the affairs of the corporation, subject to the policies and directions of the Board. The president-elect will chair Executive Committee and Board meetings in the absence of the president. Upon completion of the term(s) of the president, the president-elect shall be nominated for the office of president.
Section 6. Vice President. The vice president(s) for membership and chapters shall assist the president with respect to matters related to membership solicitation and retention and liaison with chapter chairpersons.
Any person involved in any actual or threatened action, suit or proceeding, civil or criminal, because he, his testator or intestate is or was a director, officer or employee of the corporation shall be indemnified by the corporation against the expenses, including but not limited to attorney's fees, judgments, fines and amounts paid by him in connection with such action, suit or proceeding, or in connection with any appeal therein, if (a) there is a final judgment in the action that there was no negligence or misconduct on his part or (b) the corporation receives a written opinion of independent legal counsel that (i) the conduct of the person was in good faith for a purpose which he reasonably believed to be in the best interests of the corporation, and, in any criminal action, that the person had no reasonable cause to believe that his conduct was unlawful, and (ii) indemnification hereunder may be legally and validly made. The termination of an action by judgment, settlement (with or without court approval), or conviction upon a plea of guilty or of nolo contendere or its equivalent shall not be deemed a determination that a person did not meet the standards of conduct stated in clause (b)(i) of this Article.
Independent legal counsel shall be other than the corporation's regular legal counsel, and shall be designated by a majority of the directors of the corporation who are not involved in the action, suit or proceeding. The fees and expenses of independent legal counsel shall be paid by the corporation.
Expenses incurred by a person in connection with any action, suit or proceeding may be advanced by the corporation before final disposition thereof if such person agrees in writing to repay amounts so advanced if it is determined that he is not entitled to indemnification by the corporation.
The rights of indemnification contained in this Article shall be in addition to any rights to which a person may otherwise be entitled by contract or by law.
Amendment of Bylaws
These bylaws may be amended by a two thirds vote of the directors present at any meeting of the Board, provided such amendments have been circulated thirty (30) days in advance of the meeting.