ARTICLES OF AGREEMENT OF THE ALUMNI ASSOCIATION OF ST. PAUL'S SCHOOL

ARTICLE I
The name of this corporation shall be The Alumni Association of St. Paul's School.
ARTICLE II
The objects of this corporation are to advance the best interests of the School, the temporal, as well as those of a higher worth, its permanent endowment, and the provision of suitable buildings, apparatus, libraries, etc., as they are needed; otherwise to assist in all proper and reasonable ways in the promotion of the educational work carried on at St. Paul's School; and to foster among the alumni of the School a feeling of friendship for each other and of loyalty to the School.
ARTICLE III
This corporation, its officer and members, shall have all the rights and powers of other similar corporations, their officers and members, except that:
A. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Agreement. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
B. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, transfer all of the assets of the corporation to St. Paul's School, Concord, New Hampshire, if the School is then in existence and is a corporation which satisfies the requirements of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). Otherwise the assets of the corporation shall be transferred to such organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization of organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so transferred shall be disposed of by the Superior Court of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations which are organized and operated exclusively for purposes as said Court shall determine.
ARTICLE IV
The business of the corporation shall be carried on in Concord, Merrimack County, New Hampshire.
ARTICLE V
The corporation shall have no capital stock.
ARTICLE VI
In furtherance and not in limitation of the general powers conferred by the laws of the State of New Hampshire, and of the objects and purposes hereinbefore stated, it is expressly provided that the corporation shall also have, insofar as they are permitted by law, the following powers:
To engage in any and all lawful activities designed to carry out, accomplish, promote, or advance the objects and purposes of the corporation hereinbefore stated.
To accept gifts of, buy, lease or otherwise acquire, own, hold, exercise, enjoy, make, construct, improve, display, manage, mortgage, pledge, give security interests in, sell, lease, assign, exchange, transfer or otherwise dispose of, and deal in and with, property of every kind and description, real, personal or mixed, tangible and intangible.
To borrow or raise moneys for the activities of the corporation and any and all of its purposes and objects, in such manner and upon such terms as the Board of Directors shall decide.
To have and to exercise all of the powers now or hereafter conferred by the laws of the State of New Hampshire upon corporations organized under the laws which the corporation is organized, and any and all acts amendatory thereof and supplemental thereto.
The foregoing clauses are to be construed both as objects and powers; and it is hereby expressly provided that the enumeration of specific objects and powers shall not be held to limit or restrict in any manner the general powers of the corporation.
ARTICLE VII
The requirements for membership in the corporation, the duties, terms of office and manner of electing the officers and directors of the corporation and provisions governing the conduct of its affairs shall be established in By-laws adopted by the corporation.
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BY-LAWS OF
THE ALUMNI ASSOCIATION OF ST. PAUL’S SCHOOL

(as amended through April 2013)
Article I: Articles of Agreement
The name of the corporation, the objects for which it is established, the nature of the business to be transacted by it and the location of its principal and other offices shall be as set forth in the Articles of Agreement, as from time to time amended; and these By-laws, the powers of the corporation and of its directors, officers and members, and all matters concerning the conduct and regulation of the business of the corporation, shall be subject to such provisions in regard thereto as are set forth in such Articles of Agreement.
Article II: Corporate Seal
The seal of the corporation, subject to alteration thereof by the Board of Directors, shall consist of a flatfaced circular die with the words and figures “The Alumni Association of St. Paul’s School, New Hampshire, 1897” cut or engraved thereon.
Article III: Membership
Section 1. All St. Paul’s students whose names have appeared in the School statement, and whose forms have finished Sixth Form year shall be members of the Association; and all those who have become members of the Association shall, until stricken from the membership rolls by a vote of not less than two-thirds of the membership of the Directors, or until their resignations, as hereinafter provided, be members of the Association for life.
 
Section 2. Any faculty member, not an alumnus or alumna, who has left the School, or who has been connected with the School for five successive years, (upon nomination by at least two of the officers) may be elected an honorary member of the Association by a majority vote of the members present at any annual meeting; or by a vote of the Directors.
 
Section 3. Each member, other than an honorary member, shall be entitled to one vote. Honorary members shall have all the privileges of membership except the right to vote.
 
Section 4. Any member of the Association may terminate his or her membership by filing a written resignation with the Secretary of the Association and may rescind his or her resignation in a similar manner.

Article IV: Directors and Officers
Section 1. The Board of Directors shall consist of not more than eighty-five persons, constituted as hereinafter provided.
 
Section 2. Prior to graduation each year, the Sixth Form of St. Paul’s School shall elect one of its members to the Board of Directors of the Association, to serve for a term of five years.
 
Section 3. Form Directors.
 
Section 3(a). Prior to each Annual Meeting of the Association, one member of the Board of Directors shall be elected by each Form holding a quinquennial reunion to serve for a term of five years, provided, however, that after its Fiftieth Reunion a Form’s election of a Director is optional.
 
Section 3(b). Prior to its Fiftieth Reunion, if a Form fails to elect a Director at its quinquennial reunion, the Board of Directors may at any time thereafter elect a Director to represent that Form for the remainder of a five-year term ending at the next quinquennial reunion.
 
Section 4. Not more than ten additional Directors may be nominated at-large by the Nominating Committee, and elected by the Board of Directors, to serve for a term of three years or until the expiration of the term of the then sitting President, whichever occurs first. A Director-at-large shall be eligible to serve a second consecutive three-year term as Director-at-large.
 
Section 5. No Form Director who has served a five-year term to which he or she was elected by his or her Form shall be eligible for reelection by his or her Form to a second consecutive five-year term, except for such exceptions as may be decided by the Board of Directors in the case of Forms who have celebrated their Fiftieth Reunion. No Form Director who has served a five-year term to which he or she was elected by the Board of Directors pursuant to Section 3(b) shall be eligible for reelection by the Board of Directors for a second consecutive five-year term. A Form Director, upon completion of a five-year term to which he or she was elected by his or her Form, may, however, be elected by the Board of Directors to a second consecutive five-year term pursuant to Section 3(b), and a Form Director, upon completion of a five-year term to which he or she was elected by the Board of Directors, may be elected by his or her Form to a second consecutive five-year term pursuant to Section 3(a).
 
Section 6. In the event of the death, resignation, or inability of any Director to serve, the Board of Directors may fill the vacancy for the remainder of the term at any time by a majority vote of its members.
 
Section 7. Officers.
 
Section 7(a). The officers shall include a President, an Executive Vice President and no more than four Vice Presidents, the Chair of the St. Paul’s School Alumni Fund (the “Fund Chair”) and a Clerk (who shall also act as Secretary of the Board of Directors and of the Executive Committee). The President, Executive Vice President and the Fund Chair shall be elected from among the members of the Association for three-year terms, as provided in this Article IV and in Article X of these By-laws. Any Vice Presidents and the Clerk shall be appointed by the President, in consultation with the Nominating Committee, from among the Directors, each for a three-year term Any officer whose term as a Director has expired prior to the expiration of his or her term as an officer shall continue to serve on the Board of Directors until his or her term as an officer expires, notwithstanding the limitation provided in Section 1 above as to the maximum size of the Board of Directors.
 
Section 7(b)(1). The President and Executive Vice President of the Association shall be elected together in the same voting process by the Board of Directors every third year at a regular meeting to be held prior to the Annual Meeting of the Association, with the President being the candidate for that position receiving the highest vote total and the Executive Vice President being the candidate for the President position receiving the next highest vote total. In the event that the candidate receiving the next highest vote total declines to serve as Executive Vice President, then the candidate receiving the next highest vote total shall be elected to the position of Executive Vice President, and so on. If no person who is elected to serve as Executive Vice President chooses to serve in that position, then the position shall be filled by the President in consultation with the Nominating Committee and with approval of the Executive Committee by a majority vote of its members at a duly called meeting.
 
Section 7(b)(2). The Fund Chair shall be elected by the Board of Directors every third year at a regular meeting to be held prior to the Annual Meeting of the Association in the year following the regular meeting of the Board of Directors at which the President and the Executive Vice President are elected.
 
Section 7(b)(3). The terms of the officers so elected shall begin on the respective July 1 immediately following their elections.
 
Section 7(c). In the event of a vacancy in the office of President or Executive Vice President, such vacancy may be filled by the Board of Directors for the remainder of the term at any time by majority vote of its members. In the event of a vacancy in the position of Fund Chair, such vacancy may be filled by the President, in consultation with the St. Paul’s School Director of Alumni and Development and the Nominating Committee, and with approval of the Executive Committee by a majority vote of its members at a duly called meeting.
 
Section 7(d). No President shall serve two consecutive terms. No other elected officer shall serve more than two consecutive elected terms (or partial terms) in any combination of elected officer positions.
 
Section 8. Consistent with the By-laws of St. Paul’s School, the President of the Association shall, upon his or her election, automatically serve on the St. Paul’s School Board of Trustees for a term of three years . In addition, the Association shall designate to the St. Paul’s School Board of Trustees that the Executive Vice President and the Fund Chair of the Association each serve on the St. Paul’s School Board of Trustees for a three-year term , with the intention that, in any given year, there will be a total of three representatives elected by the Association serving on the St. Paul’s School Board of Trustees, provided, however, that the Association will designate to the St. Paul’s School Board of Trustees that the first Executive Vice President elected under these By-laws (in 2014) will not commence service on the Board of Trustees until the third year of his or her term.
 
Section 9. Assistant Secretaries and such other officers as the Board of Directors deems appropriate may also be appointed by the President for the duration of his or her term.   Such additional officers, if not members of the Board of Directors, may be elected by the Board to serve as Directors-at-large during the term they hold office with full voting privileges, provided, however, that the total number of Directors shall not exceed the eighty-five member limitation in Section 1 hereof.

Article V: Powers and Duties of Directors
Section 1. The Board of Directors shall have the entire management of the business and affairs of the Association and shall have and exercise all of the powers possessed by the corporation itself, so far as such delegation of authority is not inconsistent with the laws of the State of New Hampshire, with the Articles of Agreement or with these By-laws. The Board of Directors may appoint such agents as it may in its discretion deem advisable to carry out the purposes of the corporation, and it shall prescribe the duties of such agents.
 
Section 2. The Board of Directors may meet within or without the State of New Hampshire.
 
Section 3. The Board of Directors may appoint as an agent of the Association an Executive Director, who need not be a member of the Association, and if so appointed, the Board shall prescribe the duties of the Executive Director.
 
Section 4. Proxy voting at Association, Board of Directors, and Executive Committee meetings is permitted if written and signed. Proxies must be received by the Executive Director at the alumni office at least two days prior to the meeting in question. Proxy voting shall instruct the action to be taken in whole or in part on the matters set forth in the notice of meeting.

Article VI: Duties of Officers
Duties of Officers
Section 1. The President shall preside at all meetings of the Association, shall serve as Chair of the Board of Directors and shall be an ex-officio member of all committees. The President shall, with the advice and consent of the Board of Directors, and in accordance with Article X, appoint a Nominating Committee to serve for the three years of the President’s term. He or she shall also appoint such other committees and their chairs as he or she shall deem necessary or desirable, or as the Directors may determine, and shall perform such other duties as generally pertain to the office.
 
Section 2. The Executive Vice President shall preside at all meetings of the Association in the President’s absence, shall serve as Vice Chair of the Board of Directors and shall be an ex-officio member of all committees. The Executive Vice President shall chair all or any part of any meeting of the Board of Directors for which the President is not available. If neither the President nor the Executive Vice President is available to preside at a meeting of the Board of Directors, then any one of the officers, by informal agreement among them, may do so, or in the absence of such agreement, any one by majority vote of the Board of Directors may officiate.
 
Section 3. The Clerk shall record or cause to be recorded the proceedings at all meetings of the Association, of the Board of Directors, and of the Executive Committee, and shall also maintain or cause to be maintained written reports of the Association. Distribution of the minutes of the Board of Directors meetings, and of the Executive Committee meetings, is required and should be distributed within sixty days of the date of such meetings to the full membership of the relevant committee. Minutes of Association meetings will be posted on the Alumni Association section of the St. Paul’s School website.
 
Section 4. The Fund Chair shall serve as the non-executive chair of the St. Paul’s School Alumni Fund. The Fund Chair will provide progress reports to the Board of Directors at all regular meetings and a complete report following the end of each fiscal year.

Article VII: Meetings
Section 1. The Annual Meeting of the members of the Association shall be held at St. Paul’s School, Concord, New Hampshire, on Anniversary Weekend, unless a different time and place for the meeting are set by the Board of Directors or the Executive Committee prior to April 1 each year. Electronic or otherwise published notice of the time and place of the Annual Meeting shall be distributed to the membership not less than two weeks prior to the date of the meeting.
 
Section 2. Special meetings of the membership of the Association may be called by a majority vote of the Board of Directors at a duly-called meeting. The call for any special meeting shall be in writing and shall specify the time, place, and purpose of the meeting. Electronic or otherwise published notice of the time and place of the meeting shall be distributed to the membership not less than two weeks prior to the date of the meeting.
 
Section 3. Regular meetings of the Board of Directors may be held at such times and places as the Board may determine. Special meetings of the Board of Directors may be called by the President, or at the written request of three members of the Board, upon written notice to all Directors mailed or emailed at least fourteen days prior to the date of the meeting.

Article VIII: Quorum
Section 1. Fifteen members of the Association shall constitute a quorum for the transaction of business by the Association at its annual and special meetings.
 
Section 2. Fifteen members of the Board of Directors shall constitute a quorum for the transaction of any business of the Board.
 
Section 3. Six members of the Executive Committee shall constitute a quorum for the transaction of any of the business of the Committee.

Article IX: Fiscal Year
The fiscal year of the corporation shall end on the 30th day of June in each year.
Article X: Committees
Section 1. Nominating Committee.
 
Section 1(a). The Nominating Committee shall consist of five members including the President. It shall be appointed by the President, with the advice and consent of the Board of Directors, within the first three months of his or her term. At least three members of the Nominating Committee shall not be members of the Board of Directors.
 
Section 1(b). The Nominating Committee shall present to the Board of Directors nominations for the President and the Fund Chair of the Association required by Section 7 of Article IV at least ten days before any meeting called for the purpose of such elections. Guidelines for the nomination of President and Fund Chair shall be adopted and reviewed from time to the time by the Board of Directors and communicated to the Nominating Committee.
 
Section 2. Executive Committee. The President may appoint from the Board of Directors an Executive Committee of up to fifteen members, whose terms are concurrent with the President’s term and which shall include all the officers. The Executive Committee shall have full power to act for the Board of Directors when the Board is not in session.
 
Section 3. Other Committees. The President shall appoint such other committees, their members and their chairs as he or she deems necessary and desirable, or as the Directors may determine.

Article XI: Amendments
Section 1. These By-laws may be amended at any Annual Meeting of the Association by a two-thirds vote of the members voting, either in person or by paper or electronic ballot, provided the quorum requirements of Article VIII, Section 1 are met. Proposed amendments shall be distributed electronically or in writing to the membership not less than thirty days prior to the vote.