BY-LAWS OF THE OXFORD ORPHANAGE/MASONIC HOME FOR CHILDREN AT OXFORD ALUMNI ASSOCIATION October 14, 2012 ARTICLE I Name The name of this Association shall be known as Oxford Orphanage/Masonic Home for Children at Oxford Alumni Association (hereinafter noted as the Association) ARTICLE II Purpose The purpose of the Association is to promote the interests of Oxford Orphanage/Masonic Home for Children at Oxford and the welfare of its residents and to perpetuate the history of the Home by: 1. Active cooperation 2. Maintaining a spirit of loyalty and devotion among its membership for the Home. 3. Undertaking special projects developed by the Board of Directors to promote financial assistance to the Home and its residents. ARTICLE III Meetings Section 1. Robert's Rules of Order will be used in governing the procedures of the annual business meeting and all other meetings of the Board of Directors. Section 2. The annual meeting will be the second weekend (Sunday) of October each year. Section 3. The Board of Directors shall meet at least once each quarter during the year. A quorum will consist of a simple majority of the current membership of the Board of Directors. Section 4. The President may call special meetings of the Board of Directors as he/she deems necessary for the best interest of the Association. ARTICLE IV Officers Section 1. The officers of the Association shall consist of President, Vice-President, Secretary, and Treasurer. Section 2. The officers shall be elected at the annual business meeting of the Association for the term of two years. The incumbent officers may be elected to serve consecutive terms without limitation. Page 1 of 5 ARTICLE V Board of Directors Section 1. The Board of Directors shall consist of the elective officers, immediate past president, and elected directors. Directors must be members of the Association. Section 2. The Board of Directors shall approve all investments and expenditures of funds of the Association and shall determine the amount of any bond, if any, which shall be given by the Treasurer. Section 3. The Board of Directors shall approve all bills, manage the business affairs of the Association, and approve the annual financial transactions of the Association. ARTICLE VI Duties of Officers Section 1. President: It shall be the duty of the President to preside at the annual meeting and all Board of Directors meetings, to appoint standing and temporary committees, to call special meetings of the Board, to designate time and place of such meetings, and to act at all times as the official representative of the Association in matters of business pertaining thereto. The President shall carry out the directives of the Board of Directors. Section 2. Vice-President: It shall be the duty of the Vice-President to act as assistant to the President and to serve in the President's place when he/she is incapacitated or is unable to perform the duties of the office of President. Section 3. Secretary: It shall be the duty of the Secretary to keep minutes of all Association meetings, to maintain records and minutes of the Board of Directors meetings, and to perform the duties of this office pertinent to the business of the Association. Section 4. Treasurer: The duties of the Treasurer shall be to receive and record all monies payable to the Association and to keep records of its financial transactions. The payment of all bills and expenditures of any funds of the Association will be made by the Treasurer only upon approval of the Board of Directors. The Treasurer shall present financial statements and the Treasurer's report at all regular Board of Directors meetings and at the annual business meeting of the Association. Upon resignation or termination of duties of the office, the Treasurer shall turn over to the successor or the President all funds, books and accounts, and other Association property in his/her possession. ARTICLE VII Committees Section 1. The following standing committees shall be appointed by the President: 1. 2. 3. 4. 5. Projects Committee By-Laws Committee Nominating Committee Finance Committee Archives Committee Page 2 of 5 6. Publication Committee 7. Loyalty Fund Endowment Committee 8. Homecoming Committee ARTICLE VIII Duties of Standing Committees Section 1. Project Committee: It shall be the duty of this committee to: a. Collect and investigate all projects suggested by Association members. b. Present proposed projects to the Board with recommendations for discussion and approval. c. Present proposed projects approved by the Board for approval at the annual business meeting. Section 2. By-Laws Committee:: It shall be the duty of this committee to: a. Review current by-laws of the Association and propose changes as needed. b. Submit Board approved changes to the Association membership at the annual meeting. Section 3. Nominating Committee: It shall be the duty of this committee to: a. Compile a list of nominations for the offices of President, Vice-President, Secretary, Treasurer, and Directors. b. Verify the names submitted for nomination are members of the Association are in good standing, as evidence by current payment of dues and their expressed intention to regularly attend scheduled meetings and to support the purpose of the Association. c. Present the nominations to the Board of Directors at a Board meeting prior to the annual meeting. Section 4. Finance Committee: This committee shall: a. Consist of three members. The Treasurer, Immediate past President and one other Board member. b. Exercise supervision over the properties and financial transactions of the Association and of all funds and investments under the control of the Association or its committees. c. Propose an annual budget to the Board of Directors for approval prior to the annual business meeting. d. Recommend disposition of funds received by the Association in excess of annual operating requirements. Section 5. Archives Committee: It shall be the purpose of this committee to: a. Support the activities of the museum and archives. b. Assist Museum staff and volunteers in archiving pictures, documents and related publications and other items of historical value. Page 3 of 5 c. Assist in staffing galleries during Homecoming and special events for MHCO children and the general public. d. Assist in special projects to enhance continuing operation of the museum and archives. Section 6. Publication Committee: It shall be the purpose of this committee to: a. Enhance communications to and among Association members regarding matters of MHCO, the Association and its members. b. Assist the Editor of the Spotlight and/or other publications by providing articles and news items for scheduled printings. c. Assist the Association Secretary in providing timely news items for distribution through the Association e-mail regarding status of alumni and Association members. Section 7. Loyalty Fund Endowment Committee: This committee shall: a. Consist of five members- the Association President, the Association Vice-President, the Administrator of the Masonic Home for Children at Oxford, the Chief Financial Officer of the MHCO and a Board member appointed by the President, b. Determine annually the specific cause or causes for which income earned by the Oxford Orphanage Loyalty Fund Endowment will be used. c. Determine, in coordination with the Finance Committee, the amount of contributions received in excess of Association operational needs to be transferred to the Oxford Orphanage Loyalty Fund Endowment. d. Consent to add income earned by the Oxford Orphanage Loyalty Fund Endowment not designated in accordance with item b, herein, to the principal of the fund. Section 8. Homecoming Committee: This committee shall: a. Work together with other Board members and MHCO staff to ensure proper arrangements are made for desired activities to make possible a successful Homecoming. Specific activities include registration, hospitality, meals, roast, dance, guest speakers, meeting areas, and other related activities. b. Member volunteers will schedule, coordinate, setup, and manage the Chip Shots for Children Charity Golf Tournament to be held on Friday of the Homecoming weekend. ARTICLE IX Membership Section 1. Membership in the Association shall be open to all former students who have lived at or attended school at Oxford Orphanage/Masonic Home for Children at Oxford since its establishment. Page 4 of 5 ARTICLE X Dues Section 1. Each member of the Association shall be assessed an annual fee, to be determined by the Board of Directors, on or before Homecoming each year. The annual fee may be changed as necessary to meet operating expenses of the Association by an affirmative vote of two thirds majority of the Board of Directors. Section 2. The Board of Directors may waive payment of annual dues for recent graduates, college students, or other special cases. Section 3, Monies received from dues and other payments and contributions during Homecoming shall be used to pay annual operating expenses of the Association. Receipts in excess of operating costs and donations specified for the fund will be transferred to the Oxford Orphanage Loyalty Fund Endowment unless otherwise directed by the Board members. ARTICLE XI Honorary Membership Honorary membership may be granted to the following: a. The Administrator of the Home and his family members. b. Any member of the staff and faculty who served at Oxford Orphanage/Masonic Home for Children at Oxford. c. Spouses and children of members of the Association. d. Any person who has performed an outstanding service for the Association and has been so recognized by the Association. Honorary members are entitled to all privileges of a member except holding an office or voting on a motion and shall not be called on for fees or dues. ARTICLE XII Amendments Section 1. These by-laws may be amended at the annual meeting or at any other properly called meeting by an affirmative vote of a simple majority of active members in good standing present. Notification of the date and purpose of the meeting shall be submitted in writing via mail or electronic message to all known active members in good standing at least two weeks prior to the date the meeting will be held. Section 2. When these by-laws become effective, all previous by-laws are hereby repealed, and all resolutions and enactments which are inconsistent or conflict with these by-laws are hereby repealed and are void. Page 5 of 5