BYLAWS
BENNETT ALUMNI ASSOCIATION, INC.
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Restated effective: February 2026
Approved by the Board of Directors on: February 25, 2026
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Article I – Name
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1.01
The name of the Association shall be “Bennett Alumni Association, Inc.”
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Article II – Purpose
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2.01
The purpose of the Bennett Alumni Association, Inc. is to benefit Lewis J. Bennett High School of Innovative Technology (to be further known as LJB Bennett) and its students. This school and its students shall benefit from monetary contributions to be used for the purchase of equipment, supplies, and instructional materials not otherwise available or included in the Buffalo Public Schools budget allocations.
2.02
Alumni contributions may also be used as scholarship funds to be awarded to worthy Lewis J. Bennett High School of Innovative Technology students.
2.03
Decisions regarding the allocation of Alumni funds shall be made by the Association based on input from the school’s students, staff, administrators, and/or parents and approved by the Board of Directors.
2.04
Support for the school shall also be given by the Association through the contribution of time and expertise by its members to advise and assist students in the achievement of their academic goals.
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Article III – Membership
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3.01
Membership shall be open to all alumni of LJB Bennett and all current and former teachers and administrators of the school.
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Article IV – Meetings
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4.01
An annual meeting of the members of the Association shall be held annually at a date and time fixed by the Board of Directors. Notice of the annual meeting shall be given not less than seven days prior to the meeting by mail, electronic transmission, publication, or such other method as prescribed by the Board of Directors.
4.02
Special meetings may be called by the President or by order of the Board of Directors at any time, provided that reasonable notice thereof shall be given to each member, stating the object of and the business to be transacted at such meeting.
4.03
At each meeting of the Association, members present in person and in good standing shall be entitled to one vote.
4.04
Thirty members shall constitute a quorum at any annual or special meeting of the Association.
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Article V – Board of Directors
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5.0 Board Members and other volunteers may work between meetings to accomplish annual goals as approved by the Board of Directors in accordance with the bylaws, approved budget, and policies established by the Board of Directors. All actions taken between meetings shall be reported to the Board of Directors at its next regular meeting and shall be subject to review by the Board. Any new initiatives or expenses outside the approved budget or involving risk must be approved by the full Board before enacted.
5.01
The Board of Directors shall consist of at least fifteen (15) members of the Association elected by the membership.
5.02
Directors shall serve three (3) year terms commencing following the annual meeting at which they are elected and expiring three years thereafter. Five (5) Directors shall be elected each year.
5.03
The Immediate Past President shall serve as a member of the Board of Directors for one (1) year immediately following completion of their term as President.
5.04
The Board of Directors shall meet monthly except for the months of July and November at a date and time determined by the Board. Special meetings may be called by the President with at least five days’ notice provided in writing or electronically.
5.05
Eight (8) members of the Board of Directors shall constitute a quorum.
5.06
The Board of Directors shall supervise and conduct the affairs of the Association, approve expenditures, review financial reports, interpret the bylaws, act on membership matters, and exercise general oversight of the Association.
Removal of Directors
5.07
Any Director may be removed for cause by a two-thirds vote of the Directors present at a meeting where a quorum is present, provided that notice of the proposed removal has been given to all Directors at least five days in advance.
5.08
Cause for removal shall include, but not be limited to, unexcused absence from three (3) consecutive meetings or failure to attend fifty percent (50%) of all Board meetings in a fiscal year.
Vacancies
5.09
Vacancies on the Board of Directors shall be filled by election by a majority vote of the remaining Directors present at any meeting. Any Director so elected shall serve for the unexpired term.
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Article VI – Executive Committee
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6.01
The Executive Committee shall consist of the elected Officers of the Association and such additional Directors as may be designated by the President.
6.02
The Executive Committee may exercise authority delegated to it by the Board of Directors, but shall not have authority to amend the bylaws, dissolve the Association, remove Directors or Officers, or take any action reserved by law to the full Board of Directors.
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Article VII – Officers
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7.01
The Officers of the Association shall consist of a President, Vice Presidents (not to exceed four), a Secretary, and a Treasurer.
7.02
Officers shall be elected annually by the Board of Directors and must be members of the Board.
7.03
The term of office for each Officer shall be one (1) year and shall commence at the first Board meeting following the annual meeting of the membership.
7.04
Any vacancy in an office shall be filled by appointment by the Board of Directors for the unexpired term.
Duties of Officers
7.05 The President shall serve as the chief executive officer of the Association and shall manage the day-to-day operations of the Association in accordance with the bylaws, approved budget, and policies adopted by the Board of Directors. The President is authorized to act on behalf of the Association within these approved parameters and shall report significant actions to the Board of Directors. Actions that require funds beyond the approved budget, deviate from established goals, or new initiatives shall require prior approval of the Board of Directors. The President shall make a report of the affairs of the Association at its annual meeting.
7.06
A Vice President shall assume the duties of the President in the event of absence or incapacity and shall assist the President as requested.
7.07
The Secretary shall record minutes of all meetings, maintain the records of the Association, provide meeting notices, and conduct official correspondence. The Board may appoint a Corresponding Secretary to assist the Secretary.
7.08
The Treasurer shall oversee all financial transactions, deposit funds as directed by the Board, pay approved obligations, and present financial reports at meetings of the Association and the Board.
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Article VIII – Committees
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8.01
Membership and chairmanship of standing and special committees shall be designated by the President with the advice of the Board of Directors.
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Article IX – Amendments
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9.01
These bylaws may be amended by a two-thirds vote of the Board of Directors present at a meeting where a quorum exists, provided that notice of the proposed amendment is given in advance.
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Article X – Fiscal Year
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10.01
The fiscal year shall begin on June 1 and end on May 31.
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Article XI – Conflict of Interest
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11.01
The Association shall adopt and maintain a written Conflict of Interest Policy in compliance with New York State Not-For-Profit Corporation Law and applicable guidance of the New York State Attorney General.
11.02
Each Director and Officer shall annually disclose any actual or potential conflicts of interest and shall act solely in the best interests of the Association.
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Article XII – Limitations
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12.01
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its Directors, Officers, members, or other private persons, except that the Association shall be authorized to pay reasonable compensation for services rendered in furtherance of its exempt purposes.
12.02
No substantial part of the activities of the Association shall consist of carrying on propaganda or otherwise attempting to influence legislation.
12.03
The Association shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
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Article XIII – Dissolution
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13.01
Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to a federal, state, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Association is then located, exclusively for such purposes.