BY Laws of

PREAMBLE

The following Bylaws shall be subject to and governed by Maryland law.

ARTICLE 1 - NAME

The legal name of the organization shall be the Frederick Douglass High School Alumni Association of Upper Marlboro, Maryland, Incorporated, hereafter referred to as the Association.

ARTICLE 2 – PURPOSE & MISSION

The general purpose is to preserve and promote the legacy of Frederick Douglass High School, Upper Marlboro, Maryland by: 

A. strengthening and maintaining relationships amongst its alumni, current students, faculty, staff, and other organizations (such as the Parents Teachers Student Organization) that support the purpose and mission of the Association:

1. Establishing and maintaining a current roster of all alumni
2. Actively recruiting alumni for membership in the Association
3. Assisting in the post-secondary education of graduating seniors

B. Developing and maintaining a current website

C. Developing and presenting programs and activities conducive to community engagement

D. Encouraging members to provide financial support or in-kind service necessary to develop and present programs and activities

The Association is established within the meaning of IRS Publication 557 Section 501(c)(3) Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code.

A. The Association shall be exclusively charitable and educational.

B. The Association shall refrain from participating in or attempting to influence or endorse legislation. The Association shall reject all political activities of any candidate campaigning for public office at all levels, i.e. federal, state, county, municipal. 

In addition, the Association has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the Association shall not, except to an insubstantial degree, engage in any activity of the exercise of any powers which are not in furtherance of its primary non-profit purposes.

The Association shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Maryland and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Association. At no time and in no event shall the Association participate in any activities that have not been permitted to be carried out by

an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”)

ARTICLE 3 – MEMBERSHIP

A. Types

1. Individual – person who attended and/or graduated from Frederick Douglass and has paid current, annual dues.
2. Associate – individual who has not attended nor graduated Fredrick Douglass, and has paid current, required annual dues.
3. Honorary – individual upon whom membership is conferred by the Association.

B. Dues

1. Individual - $ 25 per member per year
2. Associate - $ 10 per member per year
3. Honorary – none

C. Termination

1. The Association’s Executive Committee may by ¾ vote terminate the membership of any individual or associate member after the member has had an opportunity to show cause for continued membership in the Association.

ARTICLE 4 – OFFICERS

Officers shall be elected by the active members—those whose dues are current-- of the Association.

The elected officials shall be president; vice president; recording secretary; treasurer; sergeant at arms; Parliamentarian.

Association officers and chairpersons of the permanent committees shall comprise the Executive Committee.

A. President: In general, it shall be the responsibility of the president to supervise and conduct all activities and operations of the Association, subject to the control, advice, and consent of the Executive Committee. Specific duties include, but are not limited to:

1. Ex-officio member of all committees except the Committee on Nominations.
2. Direct the affairs of the Association in accordance with the by-laws by presiding at all meetings of the Association.
3. Appoint all committees except for the Committee on Nominations; the committee members shall select the chairperson;
4. Sign contracts and other instruments on behalf of the Association; however, execution of any contracts and checks shall also require the signature of the Treasurer and in the absence of the Treasurer, the Recording Secretary shall be the alternative signature required; in the event, the President is unavailable, the two signatures required to execute Association checks shall be the Vice President and the Treasurer; the Recording Secretary shall be the alternative signature required in the absence of the Treasurer.

B. Vice President: In general, it shall be the responsibility of the vice president to carry out the duties assigned to the president in the absence, inability, or refusal of the president to carry out the assigned duties. In so doing, the vice president shall have all the power and authority vested in the president and shall be subject to the restrictions on the president.

1. Member of the Executive Committee
2. Execute duties as assigned by the president

C. Recording Secretary: Record minutes of all meetings, maintain the minutes and any other records of the Association.

1. Records must be kept at the Frederick Douglass High School in the area designated by the school.
2. Records can be preserved electronically except at least one copy of all records shall be a physical copy, including an electronic backup.
3. Prepare reports and summaries as directed by the president and/or the Executive Committee
4. Present meeting minutes at all meetings.
5. Prepare and present for archives, minutes of the previous fiscal year

D. Treasurer: Keep and maintain or cause to be kept and maintained, accurate accounts of all financial transactions and other matters customarily included in financial statements. All such records shall be kept at the Frederick Douglass High School in the area designated by the school.

1. Oversee the funds of the Association
2. Bonded for an amount deemed sufficient to protect the Association
3. Receives and deposits monies in the Association’s checking account which is held in a federally insured financial institution
4. Sign checks and obtain the signature of the president for disbursements on behalf of the Association
5. Pay expenses that have been properly documented and approved
6. Present financial report at meetings as necessary
7. Maintain a proper set of records in accordance with standard financial practices; presents such records annually for audit to a certified public accountant
8. Member of the Finance Committee
9. Prepare any special reports requested by the president and/or Executive Committee
10. Perform other duties as assigned by the president and/or Executive Committee

E. Financial Secretary: Insure that financial records of the Association are maintained and kept in a secure place.

1. Collect donations and/or other contributions from the Association post office box
2. Receive, record, and report all funds from all sources (such as dues, programs, or fundraisers) to the Treasurer by the end of each month
3. Insure a report is available of recorded funds
4. Deposit funds received in the Association’s bank account as soon as possible
5. In concert with the Treasurer, reconcile received quarterly receipts
6. Record individual monetary contributions for end of year report of donations or contributions
7. Report annual revenue

F. Parliamentarian: Primary role is to advise president. Maintain compliance with proper meeting procedures in accordance with the current version of Robert’s Rules of Order.

1. Maintain membership at the Associations’ expense in the National Association of Parliamentarians.
2. Have a copy of Robert’s Rules of Order at all meetings.
3. Have a copy of the Association By-laws at all meetings.
4. Attend all Association meetings.
5. Advise on election procedures.

G. Sergeant At Arms: keeps order during meetings; if meeting attendees are disruptive, shall warn them, and if necessary, eject them from the meeting; may have some administrative duties such as collecting ballots, assisting in tabulation of votes, etc.

ARTICLE 5 – ELECTIONS

The president, vice president, recording secretary, treasurer, and parliamentarian of the Association shall be elected to serve terms of two years. Thus, officers are elected for two-year terms which are capped at four years. There must be at least a two-year break from the immediately vacated position. Eligible to be elected to a different office . Election of any of the aforementioned offices requires a majority vote by eligible voters.

A. Eligible voters – individual active members are entitled to cast one vote for each office.

B. Requirements for Office

1. All candidates and officers shall be graduates of Frederick Douglass High School
2. All candidates shall be current in all financial obligations to the Association, including dues
3. Only one member of the same immediate family (spouse, parent, sibling, aunt, uncle, first & second cousins, child, in laws) can be a candidate or hold office

C. Tie – a second vote shall be held and the person receiving the highest number shall be deemed duly elected

D. Installation of Officers – successful candidates shall be installed immediately upon election

ARTILCE 6 – TERMINATION FROM OFFICE

An officer may be removed from office for sufficient cause. Removal from office requires the concurrence of ¾ of the members present at the general meeting when such vote is taken.

Termination from office can also result from resignation, incapacitation, death.

ARTICLE 7 – MEETINGS

General meetings of the Association shall be held at least twice per year: once between January and June and once between September and December.

Special call meetings of the Association may be convened when required.

Quorum – ¾ of the eligible voters present at general , special, executive or other committee meetings necessary to ratify decisions of those present at the meeting.

ARTICLE 8 – EXECUTIVE COMMITTEE

Members include all officers and chairpersons of committees of the Association.

A. Responsibilities

1. Have general supervision of the affairs of the Association between general meetings
2. Vacancies shall be filled by majority vote of a successor to fill the vacancy
3. Appoint the chairperson of the Nominations Committee
4. Convene at the call of the president of the Association
5. Convene upon demand signed by a majority of the committee members and communicated to each member of the committee

ARTICLE 9 – COMMITTEES

A. Permanent Committees

1. Membership

• a. Members are appointed by the president. Committee shall be comprised of current individual and associate members and honorary members. Members serve at the discretion of the president of the Association.
• b. Maintain current, accurate list of all members.
• c. Present a monthly report to the Association.

             2.   Finance

• a. Members include the treasurer and others appointed by the president with the consent of the Executive Committee.
• b. Develop annual budget for the upcoming fiscal year
• c. Consider requests for unforese4en expenditures and recommend approval/disapproval to the Executive Committee.
• d. Secure an internal and/or external auditor. An internal auditor cannot be a member of the Finance Committee.
• e. Examine the annual certified audit and if necessary make recommended changes to the Executive Committee.

           3. Programs

• a. Members are appointed by the president and serve at the discretion of the president.
• b. Plans and presents programs that will benefit the Association.
• c. Present a monthly report to the Association.

          4. Public Relations

• a. Members are appointed by the president and serve at the discretion of the president.
• b. Community outreach to facilitate participation in activities that benefit Frederick Douglass High School.
• c. Present a monthly report to the Association.
• d. Utilize print, electronic, and social media.

          5. By-Laws

• a. Members are appointed by the president and serve at the discretion of the president.
• b. Review and draft changes as needed; present such recommendation to the Association at large.

           6. Scholarship

• a. Members are appointed by the president and serve at the discretion of the president.
• b. Develop guidelines and make recommended selections of recipients to be approved by eligible voting Association members.

B. Special Committees – appointed as needed by the president with the concurrence of the Executive Committee. The Nominating Committee will be appointed by Executive Board. The chairperson of the committee will be selected by its members.

ARTICLE 10 – VOTING

Each financially current individual member is entitled to one vote at a general, special, or committee meeting. Proxy voting is prohibited.

Total number of votes to be based upon status of those eligible voters present at the general, special, or committee meeting.

Quorum requires ¾ of eligible voters at the meeting to approve matter being voted upon.

ARTICLE 11 – FISCAL YEAR

Begins on January 1st and ends on December 31st .

ARTICLE 12 – AMENDMENTS

The By-laws Committee shall receive suggested amendments and review and present them to the Executive Committee. The Executive Committee will review and if changes needed, present proposed changes to the Association.

Approval requires ¾ of eligible voters at the duly called meeting upon which amendment(s) proposed.

At least 30 days notice to the Association before action/voting can take place on a proposed amendment.

Effective date of amendment(s) 30 days after approved by ¾ of eligible voters.

Last Amended: February 1, 2019 to reflect change in dues

Last Amended: September 9, 2020 to reflect addition of Financial Secretary office