AMENDED AND RESTATED BY-LAWS

 OF THE

PRINCETON UNIVERSITY CLASS OF 1959

 

                                                                                                            Dated:  May 28, 2010

 

PREAMBLE

 

            The document titled the "Constitution of the Princeton University Class of 1959" and contained in the Class of 1959's 25^th Reunion Yearbook, having been originally enacted as the Class Constitution at the Class of 1959's 25^th Reunion, and subsequently, in 1985, having been superseded by the document titled "Constitution, Princeton University, Class of 1959" (the "Class Constitution"), adopted by the then Executive Committee of the Class of 1959 to comply with certain exempt organization criteria of the Internal Revenue Service (which Constitution has on this date been restated and amended), and the superseded constitution having been re-designated and adopted by the said Executive Committee as the By-Laws of the Princeton University Class of 1959, and the adoption of the Class Constitution and the re-designation of the superseded constitution as the said By-Laws having been ratified by the members of the Class of 1959, the said By-Laws are hereby amended and restated to read as set forth below:

 

ARTICLE I

 

Name and Affiliation

 

            This organization shall be known as the "PRINCETON UNIVERSITY CLASS OF 1959" (the "Class").  The Class shall be a part of the Alumni Association of Princeton University and, to maintain tax exempt status, shall meet the Internal Revenue Service standards for being under the general supervision and control of Princeton University.

 

ARTICLE II

 

Membership

 

            Membership in the Class, and the categories of such membership, shall be as stated in Article VIII of the Class Constitution.

 

ARTICLE III

 

Officers

 

1.         The officers of the Class shall consist of a President, Vice-President, Secretary, and Treasurer, all of whom shall be Active Classmates as defined in the Class Constitution.

 

2.         Each of the officers shall hold office, if such officer is elected pursuant to Section 4 of this Article III,  commencing on July 1 of the year of election for a term of five years or, if earlier, until his successor is appointed or otherwise selected pursuant to Section 3 of this Article III or Section 4 of Article IV, or, if such officer succeeds or is appointed to office, commencing on the date of succession or appointment for a term that ends on the earlier of July 1 of the year of the next succeeding major Class reunion or until his successor is appointed or otherwise selected.

 

3.         In the event of the death or resignation of the President, the Vice-President shall succeed to the office of President and the remaining members of the Executive Committee shall appoint a successor to fill the office of Vice-President.  In the event of the death or resignation of the Vice-President, the Secretary or the Treasurer, the remaining members of the Executive Committee shall appoint a successor to fill such office.

 

4.         Election of Class officers shall be conducted as follows:

 

(a)                Officers shall be elected at the formal Class meeting to be held at the time of each major Class reunion.

 

(b)               The Executive Committee shall nominate one Active Classmate for President, one for Vice-President, one for Secretary, and one for Treasurer, in time so that the list of nominees is published in the 1959 Class Notes column of the Princeton Alumni Weekly at least once during January or February of the year of each major Class reunion. 

 

(c)                Within thirty days subsequent to the date of the issue of the Princeton Alumni Weekly in which such list appears, fifteen or more Active Classmates may, by signing a petition addressed to the Secretary, nominate an Active Classmate for election to any of the aforesaid offices.  The consent to serve of any such nominee must accompany such petition, and such petition and consent must be received by the Secretary within the said thirty day period.  Except as provided in Section 4(f) of this Article III, no other nominations may be put forth.

 

(d)               At the termination of the thirty day period, and before the formal Class meeting at which the election of officers is to be held, the Secretary shall have published in the 1959 Class Notes column of the Princeton Alumni Weekly a list of those persons nominated both by the Executive Committee and by petition.

 

(e)                For each of the offices of President, Vice-President, Secretary and Treasurer, the nominee receiving the highest number of votes shall be elected.

 

(f)                Notwithstanding the foregoing, failure to adhere strictly to the aforesaid deadlines will not invalidate the election of officers at the formal Class meeting, provided that notice of the nominees proposed by the Executive Committee is reasonably given in advance of such meeting, and further provided that nominations are accepted from the floor during said meeting.

 

5.         The duties and powers of the officers shall be as follows, namely:

 

(a)          In general as to all officers:

 

(1)               To be a member of the Executive Committee.

 

(2)               To represent the Class on appropriate occasions.

 

(3)               To perform all duties attendant on each such office, respectively, whether or not specifically set forth herein.

 

(b)         President:

 

(1)               To serve as chief executive officer of the Class, giving such authorizations and approvals, making such determinations, and taking such other actions, as are appropriate to the office.

 

(2)               To preside at all Class meetings and meetings of the Executive Committee.

 

(3)               To call meetings of the Executive Committee pursuant to the provisions of Section 6 of Article IV, and to preside at all such meetings.

 

(4)               To act as an alternate for the Treasurer.

 

(c)          Vice-President:

 

(1)               To perform all the duties of the President in the President’s absence or incapacity.

 

(2)               To perform such other duties as may be delegated to him by the President.

 

(d)         Secretary:

 

(1)               To keep or supervise all records of the Class.

 

(2)               To keep the minutes of all meetings of the Executive Committee and of the Class.

 

(3)               To act as Class correspondent.

 

(4)               To provide regular notes for the Princeton Alumni Weekly.

 

(5)               To cause to be mailed, or cause to be distributed by electronic or other means, communications to the Class at such times as may be deemed appropriate.

 

(6)               To appoint, at his discretion, an Assistant Secretary, to assist in the performance of his duties.

 

(e)          Treasurer:

 

(1)               To be the principal Class financial agent.

 

(2)               To be responsible for all Class assets other than reunion funds while held by the Reunion Chairman (or by any Reunion Treasurer appointed by the Reunion Chairman); provided, however, that the Treasurer will not be responsible for any Benevolence Funds (as defined below) after the Treasurer distributes such Benevolence Funds to the appropriate recipients.

 

(3)               To deposit or invest such assets subject to approval of the Executive Committee.

 

(4)               To sign all checks on the Class deposit account and pay all bills of the Class.

 

(5)               To render detailed financial reports to the Executive Committee and to Princeton University, as required by the Executive Committee and Princeton University, respectively.   

 

(6)               To raise by Class dues in accordance with Article V, Section 1, or by other means consistent with the disbursement of such Class dues being deductible for Federal income tax purposes, necessary funds for the payment of the subscription to the Princeton Alumni Weekly for each Active and Associate Classmate; the payment of dues owed by the Class to the Alumni Council; and, in reasonable and insubstantial amounts, payments to carry or defray the costs of Class mini-reunions, Class receptions, Class dinners and other Class events, and payments for other incidental Class expenses. 

 

(7)               To raise funds, by means consistent with the disbursement of such funds being deductible for Federal income tax purposes, as contributions to the Class Scholarship Fund, the Class Junior Faculty Fund, the Class Fellowship Fund, and other educational or otherwise charitable funds that may be established from time to time by the Class (such funds being designated as "Benevolence Funds”).

 

(8)               Any officer may resign from office at any time by giving written notice of such resignation to the President, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.

 

ARTICLE IV

 

Executive Committee

 

1.         The Executive Committee shall consist of the Class officers.

 

2.         As set forth in the Class Constitution, the Executive Committee shall have full management and control of the affairs of the Class, and shall have general supervision over the conduct and business of the Class, and shall, subject to the provisions of the Class Constitution, have full power and authority to perform any lawful acts and to exercise any rights not otherwise limited by law in the name of and on behalf of the Class.

 

3.         The Executive Committee shall oversee the duties, and such reports as the Executive Committee shall require, of the following Class representatives:

 

(1)               Reunion Chairman, who shall have general charge of all Class reunions, raising necessary funds therefor, and banking and disbursing such funds, and who may appoint, at his discretion, Active and Associate Classmates to have specified responsibilities for each Class reunion;

 

(2)               Class Agent for Annual Giving, who shall have charge of raising funds for Annual Giving and keeping records of the Class in connection therewith;

 

(3)               Class Historian, who shall compile such records of individual members of the Class as are appropriate and shall write or update a history of the Class in connection with each major Class Reunion; and

 

(4)               Such other agents or committees as the Executive Committee shall deem appropriate.

 

4.         The Executive Committee is empowered to force the resignation of an officer by the majority vote of the other members of the Executive Committee, provided that such majority of other members shall have decided that such officer is not properly discharging the duties of his office, and to appoint a successor to any office other than the President when such office is vacated for any reason.

 

5.         All powers and duties not otherwise specifically delegated shall be within the jurisdiction of the Executive Committee, as shall the interpretation of the Class Constitution and these By-Laws.

 

6.         The Executive Committee shall hold meetings of the Executive Committee upon the call of, and as specified by, the President, but not less than one meeting annually.  Any action required or permitted to be taken by the Executive Committee may be taken without a meeting if the majority of the members of the Executive Committee consent in writing or by email or other electronic means to the adoption of a resolution authorizing the action. 

 

7.         Three members of the Executive Committee shall constitute a quorum.  Except as otherwise specifically provided by law or these By-Laws, the action of a majority of those present and voting at any meeting at which a quorum is present shall constitute the action of the Executive Committee.  In case of a tie vote at a meeting of the Executive Committee, the presiding officer shall, notwithstanding having voted once, have an additional casting vote.  Notwithstanding the foregoing, a majority of those present may adjourn the meeting to another time, whether or not a quorum is present. 

 

ARTICLE V

Finances

 

1.         Annual Class dues shall be assessed by the Treasurer on July 1 of each year in such amount as shall be fixed from time to time by the Executive Committee, and annual requests for Benevolence Fund contributions shall be made by the Treasurer on July 1 of each year in such amounts as shall be fixed, and for such funds as may be established and designated from time to time, by the Executive Committee.  Notwithstanding the foregoing, the amount of annual Class dues, and the respective amounts of the annual requests for Benevolence Fund contributions, must be considered by the Executive Committee in connection with each major Class reunion.

 

2.         Each of the Treasurer and the Reunion Chairman (or any Reunion Treasurer appointed by the Reunion Chairman) shall render an annual financial report of the receipts and expenditures, and of the funds and investments under his control, to the Executive Committee and to Princeton University, as required by the Executive Committee and Princeton University, respectively.  Upon request, copies of these reports shall be made available by the Treasurer and the Reunion Chairman to any Active or Associate Classmate.

 

3.         The fiscal year of the Class shall terminate on June 30 of each year.

 

 

ARTICLE VI

 

Class Meetings and Use of Princeton University Facilities

 

1.         The Class shall hold a formal Class meeting at Princeton University during each major Class reunion, at such place and at such time as the President, in consultation with the Executive Committee and the Reunion Chairman, shall determine.  The Class may hold ad hoc Class meetings at Princeton University during non-major Class reunions, or at other locations, at such places and at such times as the President, in consultation with the Executive Committee, shall determine.  The Active Classmates present at any such meeting shall constitute a quorum, and a majority vote shall determine the passage or rejection of any measure brought before the meeting.

 

2.         The Executive Committee being invested by the Class Constitution with the full management and control of the affairs of the Class and having full power and authority to perform any lawful acts and to exercise any rights not otherwise limited by law in the name of and on behalf of the Class, any measure or resolution adopted at such meetings (other than the election of Class officers which shall be conducted in accordance with the provisions of Section 4 of Article III) shall be advisory only to the Executive Committee.  The foregoing notwithstanding, the Executive Committee may, in its sole discretion, present matters to the meeting which shall authorize or ratify actions of the Executive Committee.

 

3.         Unless waived by the Executive Committee, any measure to be presented to any such meeting for passage or rejection not originated by the Executive Committee must have been submitted to the Executive Committee, in a writing bearing the signature of fifteen or more Active Classmates, at least 30 days before the date of such meeting.  Any measure which, in the sole discretion of the Executive Committee, is determined to violate Princeton University policy shall not be presented for consideration.

 

4.         The Class shall use Princeton University obtained addresses, and Princeton University electronic communication facilities (including, but not limited to, TigerNet), only for Class business or for humanitarian fund-raising efforts that have been approved by the Executive Committee.

 

ARTICLE VII

 

Adoption and Amendment

 

            These By-Laws have been enacted, amended and restated, and may be amended, or amended and restated, from time to time, by the Executive Committee in a manner not inconsistent with the provisions of the Class Constitution.

            IN WITNESS WHEREOF, the members of the Executive Committee listed below have approved and enacted the foregoing Amended and Restated By-Laws as of the date first above written.

 

 

____________________                                            ____________________
J. Robert Hillier                                                           Michael B. Grogan
President                                                                     Vice-President

 

 

 

____________________                                            ____________________

Jay M. Siegel                                                               Reade H. Ryan, Jr.

Secretary                                                                     Treasurer