BYLAWS OF THE
GEORGETOWN PREPARATORY SCHOOL ALUMNI ASSOCIATION, INC.

ARTICLE I 

A.                 Name.  This Association shall be known as the Georgetown Preparatory School Alumni Association, Inc., a nonprofit corporation organized under the laws of the State of Maryland.

ARTICLE II 

A.                 Membership.  Every person who attended Georgetown Preparatory School is eligible for membership in this Association.  There shall be no membership dues.

ARTICLE III 

A.                 Purpose.  The purposes of the Association shall be as set forth in the Articles of Incorporation.

ARTICLE IV 

A.                 Annual Meeting.  A regular meeting of the Association shall be held annually at the School.  At the regular annual meeting of the Association, those in attendance shall constitute a quorum for all purposes.

B.                 Special Meeting.  Special meetings may be held at any time or place upon the call of the President, or upon petition of a majority of the members of the Board of Governors; provided that ten days notice be given to all members that any special meeting is to be held.

ARTICLE V 

A.                 Board of Governors.  The business of the Association shall be conducted by a Board of Governors consisting of not more than sixty (60) members. The members of the Board shall be elected by the members of the Association at the annual meeting of the Association, or by a majority vote at a meeting of the Board of Governors. The President of the School and the Director of Alumni Relations shall also be ex officio non-voting members of the Board of Governors.  At any Board of Governors meeting, one-third of the number of the Board shall constitute a quorum for all purposes.

B.                 Term of Office.  The terms of office of each elected member of the Board shall be three (3) years, with approximately one-third of the members of the Board being elected each year.  Vacancies occurring among the elected members of the Board may be filled by the remaining members of the Board.  Terms of office may be served consecutively and there is no limit on the number of terms that may be served.

C.                 Meetings.  The Board shall meet regularly at least four times per year at such time designated by the President, and at such other times and places as the President may designate or a majority of the members of the Board may specify.

ARTICLE VI 

A.                 Committees.  The President shall appoint all standing and ad hoc committees of the Association at the first meeting of the new year except the Audit and Executive Committee, or at a subsequent meeting, as appropriate, subject to approval of the Board of Governors.  All members of the Board of Governors shall be required to serve on at least one committee.       

B.      Executive Committee.  The Board of Governors may elect from among its members an Executive Committee consisting of at least seven persons of whom the President, Immediate Past President, Executive Vice President, Vice President(s), Treasurer, and Secretary of the Association shall be members.  The Committee shall meet at the call of the President, at such place as he may designate.   The Executive Committee shall have the authority to carry out the policies of the Board in the intervals between meetings of the Board.

ARTICLE VII 

A.                 Officers.  The officers of the Association shall consist of a President, Immediate Past President, Executive Vice President, Vice President(s), Secretary, and Treasurer.  All officers shall have been enrolled as students at the school, and shall be elected by members of the Association as provided in these Bylaws or in accordance with policies and procedures adopted by the Board.  Officers shall serve one year terms, or until their successors are elected and qualify.  Officers of the Association shall be elected from the persons nominated by the Board of Governors.

B.                 President.  The President represents the Association on the Board of Trustees of the School and presides at all meetings of the Association, except that in his absence, or at his request, the duties of the office shall devolve upon the Executive Vice President, Vice President(s), Secretary, or Treasurer, in that order.  In general, the President exercises all powers and perform all duties usually incident to that office; provided, however, that all actions taken by the President or by the Committees appointed by the President shall be in accordance with the policies established by the Board of Governors (or the Executive Committee).  The President shall render a report covering the period of his administration to the Association at its annual meeting.  The President is authorized to direct the disbursement of funds between meetings of the Board with the concurrence of at least two other members of the Executive Committee, subject to ratification by the Board.

C.                 Executive Vice President.  The Executive Vice President shall exercise the duties of the President when the President is unavailable.

D.                 Vice President(s).  There shall be a Vice President or Vice Presidents with such duties as determined by the Board of Governors.

E.                  Secretary.  The Secretary shall keep minutes of all meetings of the Association and the Board of Governors (and the Executive Committee).  He shall conduct the correspondence of the Association not otherwise provided for, shall cause to give appropriate notice of all meetings of the Association and the Board of Governors (and the Executive Committee), and shall perform such other details as the President shall designate.  The Secretary will work with the Director of Alumni Relations to ensure that records of the Association are properly maintained.

F.                  Treasurer.  The Treasurer shall collect all monies owing to the Association.  He shall safe keep all funds coming into his custody and shall deposit them in an account in the name of the Association at a depository designated by the Board. The Treasurer shall disburse the funds of the Association only upon order of the Board or the President as provided above, or in payment of the legitimate bills of the Association in connection with Association activities.  Disbursement shall only be by check, drawn in the name of the Association and signed by the Treasure, the President, or the Executive Vice President. The Treasurer shall report annually on the financial affairs of the Association to the Board of Governors and at such other times as the Board may request.  He shall keep records of all financial transactions conducted by him and said record shall be open at any time to inspection by any member of the Board of Governors, any officer of the Association, and any member

ARTICLE VIII 

A.                 Fiscal Year.  The fiscal year of the Association shall begin on the first day of September and end on the 31st day of August following.

ARTICLE IX 

A.                 Communications.  Communications issued by the Association shall be sent to all members and persons eligible for membership except when the President of the Association shall otherwise direct.

ARTICLE X 

A.                 Expulsion.  The Board of Governors by a unanimous vote of the members in attendance at the annual meeting of the Board may expel any member from the Association for conduct prejudicial to the interests of the Association, provided, however, that in the event that a member of the Board shall be the subject of such action, such member shall not be permitted to be present when the Board votes on the matter.  No person so expelled may be readmitted to membership except upon a vote of the members in attendance at a meeting of the Board.

ARTICLE XI 

A.                 Amendment of Bylaws.  These Bylaws may be repealed, amended, or supplemented by a majority vote of the Board of Governors present and voting at a meeting at which a quorum is present, or by a majority vote of the membership of the Association present and voting at a meeting at which a quorum exists, whenever such action may be deemed necessary for the proper administration of the affairs of the Association.

ARTICLE XII 

A.                 Procedure.  All questions of procedure arising at meetings of the Board of Governors and at the meetings of the members of the Association shall be determined in accordance with the latest published edition of Roberts’ Rules of Order.