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Article One – Purpose
To provide educational programs and opportunities for youth attending church schools in Samoa and to facilitate programs to assist current and former students in their educational and professional endeavors.
To identify, recruit and utilize former students, administrators, and recent graduates from church schools in Samoa in programs that promote education, the Samoan culture, and the continuing individual development for the betterment of society.
To provide leadership development, training and other resources to assist Polynesian youth.
To do everything necessary, proper, or advisable for the accomplishment of the foregoing purposes, and to do all things as a non-profit corporation pursuant to the laws of the state of Utah.
Specifically, this corporation is organized to engage in all other lawful purposes, activities and pursuits that are or may hereafter be authorized by Section 501(c)(3) of the Internal Revenue Code that are consistent with those powers described in the Utah Revised Nonprofit Corporation Act, as amended and supplemented.
- i. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other 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 purpose clause hereof.
- ii. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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.
- iii. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
- iv. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state of local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article Two – Duration
The organization has perpetual duration and succession and will continue until such time as the Board of Directors elects to end its existence or be dissolved according to law.
Article Three – Powers
The organization has the powers given by state law, to do all things necessary or practical to carry out its programs and affairs including without limitation, the power to raise funds, discipline members, and perform other necessary duties. The organization may file and register business names with the Secretary of State as deemed necessary to accomplish its purposes.
Article Four – Membership
Membership in the organization is open to all present and former alumni, staff or administrators of LDS schools in Samoa, their families, or anyone closely affiliated with, or with close ties to, the Church College of Western Samoa.
Article Five – Directors
The Association shall have a Board of Directors that shall consist of a variable number but not less than three (3) nor more than ten (10) as it may be deemed appropriate from time to time.
- 1. Directors shall be elected by the sitting board of directors at the annual meeting of members and the term of office of each director shall be two (2) years. Directors must be alumni of the Church College of Western Samoa, past administrators or staff of the Church College of Western Samoa, or anyone closely affiliated or with close ties to the Church College of Western Samoa.
- 2. A bi-annual meeting of the board of directors shall be held at a place in the Salt Lake City area as determined by the President and Chairman of the Board and may include a meeting held in conjunction with the annual meeting of members. Further regular meetings of the Board shall be held as necessary and written notice given by personal delivery, mailing, email or by fax in such a way as to give at least 48 hours notice.
- 3. Special meetings of the board of directors may be called by or at the request of the president or any two directors and shall be held at a designated placed as determined by the directors. Notice shall be given as in paragraph 2 above.
- 4. Directors missing three consecutive regular meetings without authorized excuses are deemed removed. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors.
- 5. The Board of Directors may establish an annual membership fee or such other fees as necessary to effectuate the purposes of the association.
Article Six – Officers
The officers of the organization shall be at least those required by state law, and any other officers that the Board of Directors may deem necessary.
- 1. The officers of the organization shall be a president, two or more vice-presidents, a secretary and a treasurer, each of whom shall be elected by the voting members and board of directors.
- 2. The officers of the organization shall be elected every three (3) years in the last week of March during the annual meeting of the members.
- 3. Within two weeks of the election of the new officers for the organization, the new officers will be trained and given all necessary materials and information by the outgoing officers, so as to make a smooth transition.
- 4. Any officer or agent elected or appointed by the board of directors may be removed by vote of a majority of the board of directors whenever in its judgment it is in the best interests of the organization. But such removal shall be without prejudice to the contract rights, if any, of the person so removed.
- 5. There shall be no right to a salary and a salary may not be paid to the officers.
- 6. The members of the Board of Directors are not liable to either the organization or to its members for monetary damages for a breach of fiduciary duties; unless the breach involves disloyalty to the corporation or its members, acts or omissions not in good faith or self-dealing. The organization may indemnify the directors of officers who are named as defendants in litigation relating to organizational affairs and the director's role therein.
Article Seven – Committees
The association shall have an executive committee made up of the president, vice-presidents, secretary, and treasurer. Committees shall be formed as necessary but initially shall include a Social & Cultural Committee, Fundraising Committee, and an Education Committee and any such committees as the association sees as necessary for the good of the organization.
Article Eight – Duties
President:
Serves as the chief volunteer of the organization
Formally evaluates the performance of the board of directors, informally evaluates the effectiveness of the programs instituted
Evaluate annual the performance of the organization in achieving its mission
Provides leadership to the board
Chairs meeting of the board after developing the agenda wit the executive committee
Encourages the executive committee's role in strategic planning
Helps guide and mediate board actions with respect to organizational priorities and governance
Monitors financial planning and financial reports
Plays a leading role in fundraising activities and supervises the fundraising committee
Is a member of the board and the executive committee
Vice-President – 1
Typically is a successor to the president
Reports to the president
Performs president's responsibilities when the president can not be available
Works closely with the president and staff
Participates closely with the president to develop and implement officer transition plans
Supervises the Social a& cultural committee of the association
Is a member of the board and the executive committee
Vice-President – 2
Performs the role of the chair of present when both present and vice-president – 1 are not available
Reports to the chair or president
Assists the Vice-President -1 in any responsibilities when needed
Supervises the Membership Committee & Education committee
Is a member of the board and the executive committee
Secretary
Maintains records of the board and executive committee meetings.
Ensures effective management of organization records
Manages minutes of board meetings, executive committee meetings and other association meetings
Ensures minutes are distributed as necessary after each meeting
Is a member of the board and the executive committee
Is sufficiently familiar with legal documents to note their applicability during meetings
Ensures that the minutes and information discussed are recorded accurately
Treasurer
Is a member of the board and the executive committee
Manages the finances of the organization
Administrate fiscal matters of the organization
Provides annual budget to the board for member approval
Ensures development and board review of financial policies and procedures
Provides a financial report at every meeting of any transaction each month
Collects dues and donations
Participates in banking related duties with the president
Committee Chairs
Set the tone for the committee work
Ensure that committee members have the information they need to do their jobs
Oversee the logistics of committee operations
Initiates and leads the committee's annual evaluation
Reports to the appropriate supervisor on the board
Works closely with the execute committee
Assigns work to the committee members
Sets the agenda
Runs the committee meetings
Understands the purpose behind each activity of the association
Article Nine
The Executive committee, comprised of the president, vice-presidents, secretary and treasurer shall meet monthly to discuss issues, plans, proposals as well as make decisions pertinent to the effectiveness and efficiency of operation within the association. All decisions made by the Executive committee shall be presented to the Board of Directors and general membership of the association at the next scheduled meeting.
The Board of Directors shall meet quarterly to review the progress or lack of progress of the Association as reported by the Executive committee. They will also discuss possible ways to improve the Association.
The general membership shall hold an annual meeting to hear the president's report with regards to past activities, etc.
Addendum
The following criteria were suggested recommendations considered and approved by a majority of registered members present during a meeting of the general membership to elect new officers of the Association:
- 1. That the nominee for the office of President be a former student or staff of LDS schools in Samoa.
- 2. That registered members of the association be notified by phone or mail, email or fax at least two weeks before the election of new officers
- 3. Each nominee for any office in the Association need to be physically present to be eligible
- 4. Proper procedures should be followed to ensure proper transfer of rights and responsibilities to new officers elected
- 5. The nominee for the office of President or vice-president cannot be in a leadership position of another no-profit organization to avoid conflict of interest.
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