Section 1.  The organization, a nonprofit corporation organized under the laws of the State of Georgia on April 28, 1976, shall be known as the Morehouse College National Alumni Association (“MCNAA” or “the Association”).

Section 2.  The principal office of MCNAA shall be located in the City of Atlanta, County of Fulton, State of Georgia.  This office shall direct MCNAA activities and serve as the depository for all records of MCNAA.

Section 3. The principle office cannot be moved unless voted on by 2/3^rd vote of the MCNAA Board of Directors.

The purpose of MCNAA shall be to foster, advance and support the interests and welfare of Morehouse College and Morehouse College Alumni in accordance with its ideals, principles and traditions.

Section 1.  Definitions.

1.1 Former Student.  A former student is a person who has completed a minimum of one academic year of study at Morehouse College, but presently is not a student.

1.2 Good Standing.  Members in good standing are members of the Thousandaire Club, Life Members of MCNAA and those persons who have paid annual membership dues for the current fiscal year.

1.3 Life-time Memberships. Life-time Memberships refer to members of the Thousandaire Club or to members who are life members of MCNAA.

Section 2.  Classes of Memberships.

2.1 Graduates.  Any graduate of Morehouse College is automatically a member of MCNAA.

2.2 Former Students and Recipients of Honorary Degrees.  Any former student and any person holding an honorary degree from Morehouse College are eligible for membership in MCNAA.

2.3 Honorary Membership.  Any person who shows unusual interest in the welfare of

Morehouse College may be selected to honorary membership in MCNAA.  Unusual interest may be defined by the Executive Committee of the Board of Directors of MCNAA.

Section 3.  Membership Dues.

3.1 Assessment.  The Board of Directors is authorized to establish, from time to time, a schedule of dues for Membership in MCNAA, including life-time memberships.

3.2 Assessment Period.  Except for life-time memberships, the assessment of dues for membership shall be made on an annual basis.  The membership year for all Members who pay annually shall begin on the first day of July and end on the last day of June of the following year.  

3.3 Delinquency.  Any Member, except a life-time member, who fails to remit dues by the first day of October for the membership year shall be deemed delinquent.  Members deemed delinquent are not in good standing within the meaning of Section 1 of this Article III and, as is required by Section 4 of this Article III, shall be disqualified from participating in MCNAA activities until arrears are brought current.  The disqualification is subject to the discretion of the Board of Directors to the extent provided for in Section 4, paragraph 4.3 of Article III.

Section 4.  Privileges and Restrictions of Membership.  

4.1 Only members who are in good standing shall be eligible to run for, to be appointed to or to hold office in MCNAA at the national, regional or Chapter level.

4.2 Only members who are in good standing shall be eligible to vote in elections, in meetings and in other activities conducted by MCNAA.

4.3 Only members who are in good standing shall be eligible to receive notices, publications and other communications issued by MCNAA or otherwise to enjoy the privileges reserved exclusively for members who are in good standing.  In its discretion, the Board of Directors of MCNAA may waive the restrictions in this paragraph 4.3 either on an individual or group basis.

Section 1.  Officers.

1.1 The elected officers of MCNAA shall be President, Vice President at Large, Regional Vice Presidents, Financial Secretary, Treasurer and Secretary.

1.2  The Board of Directors of MCNAA, in its discretion, may appoint additional officers, as the Board of Directors may deem necessary for the proper conduct of the affairs of MCNAA.

Section 2.  Elections.

2.1 Election of the officers of MCNAA shall be conducted biennially in even years.

2.2 The President, Vice President at Large, Secretary, Financial Secretary and Treasurer shall be elected by the members of MCNAA who are in good standing.

2.3 The Regional Vice Presidents shall be elected by the members of MCNAA who are in good standing and who reside in the respective Regional Districts.

2.4 The officers shall be elected by a plurality of the votes cast for each office.  If an equal 

number of votes is cast for each of the top vote-getters seeking the same office, within 30 days after the election results are certified a run-off election shall be conducted between, or among, the tied candidates. 

2.5 In each biennial election a candidate shall not run for more than one of the officer positions listed in Section 1.1 above.

2.6. To qualify as a candidate for election to the MCNAA Board of Directors, the MCNAA member must be a member in good standing prior to the deadline communicated by the Elections Committee and meet all of the qualifications set forth and communicated by the Elections Committee. 

2.6 Any candidate unopposed in an election will be certified the winner by the election committee without having his name appear on the ballot.

Section 3.   Removal, Resignation. 

Officers appointed by the Board of Directors serve at the discretion of the Board of Directors.  Any elected officer may be removed by a twothirds vote of the Board of Directors for cause.  In the event of the death, resignation or removal of an officer, except the President, the President of the Board of Directors shall appoint a successor to fill the un-expired term.  This appointment shall be confirmed or disapproved by the Board of Directors within the next two meetings.  In the case of a vacancy in the office of President, the Vice President shall assume the Presidency until the next regularly scheduled election.

Section 1.  President. 

The President shall be the principal executive officer of MCNAA and shall in general supervise all the business and affairs of MCNAA.  He shall preside at all meetings of the members and of the Board of Directors.  The President, the Secretary or any other proper officer of MCNAA authorized by the Board of Directors may sign any contracts or other instruments that the Board of Directors has authorized, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by these By-Laws or by statute, to some other officer or employee of MCNAA.  In general, the President shall perform all duties as may be prescribed from time to time by the Board of Directors.  He shall serve as an ex-officio member of all standing committees set forth in Article VII of these By-Laws without voting privileges.  He shall represent MCNAA as a member of the Morehouse College Board of Trustees.

Section 2.  Vice President at Large. 

In the absence of the President, or in the event of his inability or refusal to act, the Vice President at Large shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.  He shall also assume responsibilities for oversight relative to standing and other committees, including the appointment of committee members.  The Vice President at Large shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.  

Section 3.  Regional Vice Presidents.

The Regional Vice Presidents shall preside over the meetings held in their respective Regions; promote or cause to be promoted the interests and programs of Morehouse College, MCNAA, and the Chapters in their respective Regions; and perform such other duties as may be more specifically assigned to them by the Board of Directors.  Each Regional Vice President shall submit to MCNAA an annual written report of the activities in his region and shall be strictly accountable to MCNAA for all funds received and expenditures made in the name of the Region or MCNAA.

Section 4.  Secretary. 

The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors, ensure that all notices are duly given in accordance with the provisions of these By-Laws or as is required by law, and serve as custodian of the corporate records and corporate seal of MCNAA.  The Secretary shall keep a register of the post office address of each member and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors.  In addition, the Secretary shall keep a record of the transactions of the MCNAA and of the Executive Committee.

Section 5.  Financial Secretary. 

The Financial Secretary shall review on a monthly basis the written record of all MCNAA receipts and deposits for the month.  The Financial Secretary is to review MCNAA accounting of receipts and deposits to ensure the fiscal integrity of the MCNAA accounting systems.  Each fiscal quarter the Financial Secretary shall provide to the Executive Committee of MCNAA a written report relative to the financial integrity of the books.

Section 6.  Treasurer. 

The Treasurer shall be responsible for the supervision of an account of all monies received or expended by MCNAA.  In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.  He shall report to the Board at all meetings, according to a format prescribed or approved by the Board of Directors.

Section 1. Composition.

1.1 Officers. All elected officers of MCNAA and officers who are appointed to one of the elected offices (i.e., President, Vice President at Large, Regional Vice Presidents, Secretary, Financial Secretary and Treasurer) shall be members of the Board of Directors.

1.2 Faculty member.  One member of the Faculty of Morehouse College, designated by the                          President of the College, shall be a member of the Board of Directors.

1.3 Director of Alumni Affairs.  At the discretion of the Board of Directors, the Director of Alumni Affairs of Morehouse College may be a member of the Board of Directors.

1.4 Student members.  At the discretion of the Board of Directors of MCNAA, the Presidents of the Student Government Association and of the Pre-Alumni Club of Morehouse College, notwithstanding any other provision of these by-laws, may be members of the Board of Directors. The two Presidents shall serve from the time they assume their positions on the Board of Directors until their respective presidencies end.

Section 2. Responsibilities of the Board of Directors.

2.1 General Board Management.  The general management of the affairs of MCNAA shall be vested in   the Board of Directors.  The Board of Directors shall have control of the property of the MCNAA and shall determine policies with the advice of the various committees.  The Board of Directors shall have power to employ necessary staff and other help, to authorize expenditures, to take all necessary and proper steps to carry out the purposes of MCNAA and to promote the best interest of MCNAA.

2.2 Executive Director.  The Board of Directors may employ an Executive Director, by a majority vote of the Executive Committee of MCNAA, who shall have authority to represent MCNAA in the entering of board authorized contracts, debt instruments and other contractual obligations of MCNAA which have been approved by the board of directors.  The Executive Director may be removed from office at the recommendation of the President of the Alumni Association and by a two-thirds vote of the Executive Committee of MCNAA.  The Executive Director’s compensation is set, on an annual basis, at the recommendation of the President of MCNAA and by a majority vote of the Executive Committee of MCNAA. 

Section 1.  Appointments.

1. 1. Standing Committees.  The President shall, subject to approval by the Board of Directors, appoint the following Standing Committees:  
      1. Executive Committee, with responsibilities more fully set forth in Section 6 of this Article VII; 
      2. Finance Committee, with responsibilities for consulting with the Executive Director on the annual budget process, for developing and recommending long range financial objectives and for managing and facilitating the annual external audit; 
      3. Business Affairs Committee, with responsibilities for building awareness of MCNAA in the wider communities, especially foundations and for planning and executing fund development initiatives; 
      4. Elections Committee, with responsibilities including the development of slates of candidates for election to the Board of Directors, but excluding sitting incumbent directors seeking reelection; 
      5. Membership Services Committee, with responsibilities including those relative to the Annual Meeting; 
      6. By-Laws Committee, with responsibilities to annually review and revise the MCNAA bylaws as necessary and present any changes to the Board of Directors
      7. Strategic Planning Committee, with responsibilities to devise a strategic plan in support of Morehouse College to further the mission and objectives of the MCNAA
      8. Events Committee, with responsibilities including those relative to business, seasonal and holiday promotions; and 
      9. Marketing and Public Relations Committee, with responsibilities including: publications, barnding efforts, social media and web-site content management..

1.2 Ad Hoc Committees.  Additional committees, as needed for special purposes, may be created and appointed by the President with the consent of the Board of Directors.

Section 2.  Powers and Responsibilities. 

Each committee and every member thereof shall serve at the pleasure of the Board of Directors.  Except as otherwise may be provided by Section 6 of this Article, no committee shall have the power to represent, bind or otherwise speak for MCNAA without the express consent of the Board of Directors.  Each committee shall keep minutes of proceedings and regularly report to the Board of Directors.

Section 3.  Qualifications. 

All committees of MCNAA shall be comprised of Members of MCNAA, The Board of Directors may establish or waive qualifications for committee membership at its discretion, except that the Board of Directors qualification standard shall not be waived for the Finance Committee.

Section 4.  Meetings. 

Meetings of committees, of which no notice shall be necessary, shall be held at such time and place as may be fixed by the President of MCNAA or the Chairman of the Committee or by a majority vote of all the members of the Committee.

Section 5.  Quorum and Manner of Acting. 

Unless otherwise provided by the Board of Directors, a majority of all the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all the members of the committee shall be the act of the committee.  The procedures and manner of acting of the committees shall be subject at all times to the direction of the Board of Directors.

Section 6.  Executive Committee. 

The Executive Committee shall be comprised of the President, Vice President at Large, Secretary, Financial Secretary, Treasurer and Executive Director.  Additional members of the Board of Directors may be appointed to serve on the Committee at the discretion of the Board but the total number shall not exceed nine.  The President shall serve as the Chairman of the Executive Committee.  The Executive Committee shall maintain surveillance of the business and affairs of MCNAA and shall be empowered to transact only such business as may be necessary between meetings of the Board of Directors.  The Committee shall be responsible for overseeing the personnel and human resources affairs of MCNAA, including, but not limited to developing and reviewing personnel policies and hiring, training, supervising, evaluating and, if necessary, terminating the Executive Director.  The Committee shall also be responsible for ensuring that the MCNAA engages in strategic planning.  Meetings of the Committee may be called by the Chairman or by any two (2) members of the Committee.

Section 1.  Annual Meeting. 

The Annual Meeting of MCNAA shall be held during the Spring Commencement period on a day designated by the Board of Directors, or at any other time designated by the Board of Directors. 

Section 2.  Special Meeting. 

Special General Meetings of MCNAA may be called by the Board of Directors, to be held at such time and place as the Board may fix. Thirty (30) days’ notice thereof shall be sent to all members in good standing or published in official MCNAA communications.

Section 3.  Place of Meeting. 

Meetings of MCNAA shall be held at Morehouse College, or such other place designated by the Board of Directors.

Section 4.  Notice of Meeting.  

Section 5.  Quorum. 

A quorum shall be required for the legal and proper conduct of the business and affairs of MCNAA.  Twenty-five (25) members shall constitute a quorum.  Once a quorum is present to organize a meeting, it is not broken by the subsequent withdrawal of any members.

Section 6.  Adjournment. 

A majority of the members in good standing present at any meeting of MCNAA, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 1.  Meetings.

1.1 Regular Meetings.  The Board of Directors convene regular meetings as needed but no less than one per quarter.   Regular Meetings of the Board of Directors may be held, with, notice at such times as may be fixed from time to time by the Board of Directors.

1.2 Special Meetings.  Special Meetings of the Board of’ Directors shall be held whenever called by the President. or any three (3) Directors.  Notice of Special Meetings shall be given by electronic mail, facsimile or first class mail and shall state the purposes, time and place of the meeting. if it is given by electronic mail, facsimile or firstclass mail, it shall be given not less than five (5) days before the meeting.  Notice of a meeting need not be given to any Director who submits a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to him either prior to the meeting or at its commencement. 

Section 2.  Quorum. 

A quorum shall be required for the legal and proper conduct of the business of the Board of Directors.  A majority of the total number of members of the Board of Directors then in existence shall constitute a quorum for the transaction of any business.  Once a quorum is present to organize a meeting, it is not broken by the subsequent withdrawal of any members.

Section 3.  Adjournment. 

A majority of the Directors present at a meeting of the Board of Directors, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment, and unless such time and place were announced at the meeting, to the other Directors.

Section 4.  Organization.

4.1 President.  At all meetings of the Board of Directors, the President, or, in his absence, the Vice President at Large, or, in his absence, another Director chosen by the Board, shall preside.  

4.2 Secretary.  At all meetings of the Board of Directors, the Secretary, or, in his absence, another Director chosen by the Board, shall act as Secretary of the meeting.

Section 5.  Voting. 

Each member of the Board of Directors shall have one vote.  If a quorum is present, a majority vote of those present (unless otherwise provided by law, the MCNAA Constitution or these By-Laws) shall be sufficient on any proposition presented and acted upon at a meeting.

Section 6.  Action by the Board of Directors.

6.1 Action Defined.  Except as otherwise provided by law, the MCNAA Constitution or these By-Laws, an “Action,” or “Act,” of the Board of Directors shall mean an action at a meeting of the Board authorized by vote of a majority of the Directors present at the time of the vote, provided a quorum is present.  

6.2 Written Consent.  Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if  a majority of the Board or the committee consent in writing, including E-Mail and facsimile, to the adoption of a resolution authorizing the action.  The resolution and the written, including E-Mail and facsimile, consents by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 7.  Attendance. 

A member of the Board of Directors who has missed three (3) consecutive meetings without reasonable cause is grounds for removal/.  After the second meeting, the Secretary shall mail a letter to the subject Board member informing him that if he does not attend the third meeting, a motion to this effect will be made at the fourth meeting.  The Director in question may attend this fourth meeting and shall be given a reasonable opportunity to respond to charges giving rise to the vote requesting resignation.

Section 1.  Local Chapters and Affiliated Organizations. 

Any MCNAA Chapter having a purpose similar to that of MCNAA may be registered as a Branch of MCNAA.  A Chapter of MCNAA shall consist of not less than five graduates or former students of Morehouse College or any combination of the two, living within a defined locality, who have joined together to promote and support the interests and welfare of Morehouse College and MCNAA.  Chapters may adopt By-Laws for their governance not inconsistent with the principles of MCNAA and may elect officers as desired. They shall notify the Executive Director and the relevant Regional Vice President of the results of such election within 10 days after the election.

Section 2.  Foreign Chapters. 

A Foreign Chapter Affiliate of MCNAA shall consist of graduates and former students of Morehouse College who reside in or who are located in countries other than the United States.

Section 3.  Regions.  

3.1 MCNAA may establish Regional Districts and may re-allocate, change or extend those Districts.  The following Regional Districts are established: 

Region I Georgia and Alabama 

Region II Florida and the Virgin Islands

Region III Tennessee, North Carolina and South Carolina 

Region IV Pennsylvania, Maryland, Delaware, Washington, DC, Virginia and West Virginia 

Region V Michigan, Illinois, Ohio, Kentucky and Indiana

Region VINorth Dakota, South Dakota, Kansas, Nebraska, Minnesota, Wisconsin, Iowa and Missouri

Region VII Oklahoma, Texas, Arkansas, Louisiana and Mississippi 

Region VIII Washington, Oregon, California, Nevada, New Mexico, Colorado, Montana, Utah, Idaho, Arizona, Wyoming, Alaska and Hawaii

Region IX Maine, New Hampshire, Vermont, Rhode Island, Massachusetts, Connecticut, New York, and New Jersey

3.2

3.3  

Section 4.  Authority. 

Each Regional District shall comprise a subdivision of MCNAA and shall have authority to conduct its business and affairs.  

Section 5.  Regional Officers. 

Members in each respective Region shall elect, during the 

general election of officers of MCNAA, as its presiding officer one of its own resident members who shall upon election become a Regional Vice President of MCNAA.  The members may choose from its own resident members such other officers as it desires. 

Section 6.  Duties of Regional Vice Presidents.  

6.1 Each Regional Vice President shall have power to appoint a Regional Secretary and other Regional Officers to assist him, and together with the other Regional Officers, if any, shall have immediate charge of the Regional District.  Subject to the approval of the President or Board of Directors of MCNAA, the Regional Vice President shall take steps as he may deem appropriate to promote the interests of Morehouse College and MCNAA in the Region. In the event of a disagreement, the position of the Board of Directors shall be binding on all parties. 

6.2 The Regional Vice President shall consult with the officers of the Chapters in his Region, become familiar with the activities of such Chapters and endeavor to organize Chapters in areas within the Region where none exist and where such Chapters will advance the interests and purposes of Morehouse College and MCNAA. 

6.3 The Regional Vice President may in his discretion call an annual conference of the Chapters, or the Chapter officers, in the Region to consider ways and means of increasing the effectiveness of the regional organization, to consider implementing programs of MCNAA in the Region and generally to conduct the business and affairs of the Region. 

6.4 The Regional Vice-President shall take steps to ensure that each Chapter in his Region shall keep thePresident and MCNAA informed of the activities being planned and implemented by the Chapters. 

6.5 The Regional Vice President shall, through his assistants, committees and Chapters, make every reasonable effort to ensure that relevant news and information about Morehouse College, its students, alumni and faculty are disseminated in the Region; that cordial relations are established and maintained with the Secondary schools, Preparatory Schools and Junior Colleges in his Region; that the Annual Fund is enthusiastically supported by all alumni in the Region; that alumni and former students of Morehouse College in the Region maintain heightened interest in the affairs of Morehouse College; and that the College shall become well and favorably known in the Region.

Electronic Communication. 

Written form such as, for example, notice, disclosure, publication in a specific journal or magazine or similar purpose, required by any provision of these By-Laws may be substituted by electronic format to the extent electronic format may reasonably provide the protections equivalent to those of the paper-based transactions.  For example, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 1.  Compensation. 

No officer, member of the Board of Directors or member of a committee shall receive compensation for his services.  The Board of Directors is authorized to provide reasonable compensation, together with reimbursement for reasonably incurred expenses for corporate decision-making, for offices or positions not afforded voting privileges such as the position of Executive Director.

Section 2.  Reimbursement. 

Notwithstanding the mandates of this Article, at the discretion of the Board of Directors, individual members of the Board of Directors, officers, members of committees and employees may be reimbursed, in an amount determined by the Board, for expenses reasonably incurred by them in the performance of their duties.

Section 3.  Loans.

MCNAA cannot lend any funds to the members of the Board of Directors, officers, members of committees or to any other corporation, firm, association or entity in which one or more of the members of the Board of Directors of MCNAA, officers or committee members are directors or officers or hold a substantial financial interest, except as may be permitted by law.

No officer or member of the Board of Directors shall engage in, or condone, any conduct that is disloyal, disruptive, damaging or that competes with MCNAA or Morehouse College.  No officer or member of the Board of Directors shall take any action, or establish any interest, that compromises his capacity to represent MCNAA’s best interest.

Section 1.  Authorized Indemnification. 

Unless clearly prohibited by law or by these By-Laws, MCNAA shall indemnify any person (an “Indemnified Person”) made or threatened to be made a party in any action or proceeding whether civil, criminal, administrative, investigative or otherwise, including any action by MCNAA, by reason of the fact that he (or his Testator or Administrator, if then deceased), whether before or after adoption of this Article:  (a) is or was a member of the Board of Directors or officer of MCNAA; or (b) is serving or served, in any capacity, at the request of MCNAA, as an officer or member of the Board of Directors of any other corporation, or any partnership, joint venture, trust, or other enterprise.  The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided MCNAA shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding.

Section 2.  Prohibited Indemnification. 

MCNAA shall not indemnify any person if a judgment, or other final adjudication, adverse to any Indemnified Person establishes, or the Board of Directors in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he personally garnered financial profit or other advantage to which he was not legally entitled.

In the event of any conflict between the provisions of the Constitution of MCNAA and these By-Laws, the provisions of the Constitution shall govern.  In the case of a parliamentary question not resolved by the Constitution or these By-Laws, the decision shall be governed by the latest edition of Robert’s Rules of Order.

These By-Laws may be amended, repealed or altered in whole or in part by the majority vote of the members of MCNAA at the annual meeting or at any special meeting of MCNAA called for that purpose or by the majority vote of the Board of Directors at any regular or special meeting of the Board called for that purpose, excepting that the Board shall have no authority to amend, repeal or alter those By-Laws required by the Constitution.  Any By-Law adopted by the Board may be amended or repealed by the members.

Section 1.  Dissolution. 

MCNAA may be dissolved by a two-thirds (2/3) majority vote of the Membership present at any annual meeting or special meeting of the Membership called for that purpose.

Section 2.  Residual Assets. 

Upon dissolution of the organization, any residual assets shall be distributed in accordance with the Charter issued on April 28, 1976, to the Morehouse College Alumni Association, Inc.