Ratified Bylaws
 RATIFIED 
Articles of Incorporation And Bylaws of
Christ the King College Onitsha, AAA, Inc.
 
 
 
ARTICLES OF INCORPORATION OF 
CHRIST THE KING COLLEGE ONITSHA ALUMNI ASSOCIATION IN AMERICA, INC.
 
 
 

ARTICLE I
NAME

Section 1.
Name: The name of the Corporation is C. K. C. ONITSHA ALUMNI ASSOCIATION IN AMERICA, INC., hereafter referred to as "the Corporation". The C. K. C stands for Christ The King College.

ARTICLE II
INITIAL PRINCIPAL OFFICE

Section 1.
Place of Business: The initial principal office of the Corporation in the state of Georgia is 6050 Great Oaks Drive, Lithonia, Ga. 30058.

ARTICLE III
ADDRESS OF REGISTERED OFFICE

Section 1.
Address of Registered Office: The address of the initial registered office of the Corporation in the State of Georgia shall be 6050 Great Oaks Drive, Lithonia, Ga., 30085, in Dekalb County. The mailing address of the of the Corporation's registered office is P. O. Box 1433, Snellville, GA 30078"

ARTICLE IV
REGISTERED AGENT

Section 1.
Agent: The name of the registered agent of the Corporation at such address as stated above in the State of Georgia is Patrick Ejike.

 

ARTICLE V
NATURE OF THE CORPORATION

Section 1.
Purposes and Activities: The purposes for which the Corporation is organized are exclusively charitable and educational, including, for such purpose, the making of distributions and performing volunteer services to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.

 

 

 

 

ARTICLE VI

Section 1.
Liability: The personal liability of a Officers of the Corporation for monetary damages for breach of duties of care or other as officers is eliminated except in the following actions by the such officers:

  1. for any appropriation in violation of his duties of any business of the corporation;
  2. for acts or omissions not in good faith which involves intentional misconduct or a knowing violation of law;
  3. for types of liability set forth in O.C.G.A 14-3-202;
  4. for any transaction from which the director received an improper personal benefit.

ARTICLE VII
MEMBERSHIP

Section 1.
Membership: The Corporation shall have membership which shall be graduates, attendants for one or more days as students of C. K. C. ONITSHA. The members of this Corporation shall be persons who have paid for current calendar year membership dues and late payment penalties or other penalties which may be charged by the membership, NSF Bank check charge or any other fee to be established by members as a result of untimely payment of the membership dues or other dues to the Corporation.

ARTICLE VIII
NAME AND ADDRESS OF INCORPORATOR

The name and address of incorporator are:
Name: Ralph N. Igwedibie, Jr.
Address: 3270 Barnwell Trace, Powder Springs, Georgia 30073

ARTICLE IX
EXEMPT

Section 1.
The Corporation shall not operate for pecuniary gain or profit and shall be without capital stock. No part of the net earnings of the Corporation shall be used for the benefit of any officer or Member of the Corporation, except that reasonable compensation may be paid for services rendered to or for the Corporation, which affects its purpose as defined by this Article of Incorporation.

Section 2.
The Corporation should not participate in or intervene in any political campaign on behalf of any candidate for elected public office, nor engage in lobbying, nor attempt to influence legislation.

Section 3.
Notwithstanding any other provisions contained herein, or in the Article of Incorporation, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation under Section 501 (c)(3) of the Internal Revenue Code, and the Regulations promulgated thereunder as they now exist or they may hereafter be amended.

ARTICLE XI
DISSOLUTION

Section 1.
Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such asset not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the Corporation 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 purpose. No officer or agent of the Corporation shall be entitled to share in the distribution of any corporate assets upon liquidation or dissolution of this Corporation.

IN WITNESS WHEREOF, the undersigned executes these Articles of Incorporation this ......... day of ....... , 1998.

RALPH N. IGWEDIBIE, JR, INCORPORATOR
3270 Barnwell Trace,

Powder Spring, Georgia 30073

 

 


RATIFIED
Bylaws of Christ the King College Onitsha Alumni Association In America, Inc. (CKC-AAA).

 

 

 

 

ATICLE I

NAME

Section 1.

Name: The name of the Corporation is C. K. C. Onitsha Alumni Association in America, Inc., hereafter referred to as "the Corporation". C. K. C stands for Christ The King College.

 

ARTICLE II

NATURE OF THE CORPORATION

Section 1.

Purposes and Activities: The purposes for which the Corporation is organized are exclusively charitable and educational within the meaning of section 501(c)(3)  of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.

 

ARTICLE III

MEMBERSHIP AND AFFILIATION

Section 1.

Affiliation With the Corporation: There shall be one (2) categories of affiliation with the Corporation. The affiliations shall be designated as Members and Honorary Members. The Corporation shall not be dissolved nor shall the validity of any act of the Corporation or its Members/Honorary Members be in any way affected in the event of vacancies in the membership.

 

Section 2.

Members: The Corporation shall have membership which shall be graduates, attendants for one or more terms days as students of C. K. C. Onitsha. The members of the Corporation shall be persons who have paid for the current year membership dues and late payment penalties and any other penalty which may be charged by the membership, NSF Bank check charge or any other fee to be established by members as a result of untimely payment of the membership dues to the Corporation.

 

Section 2.1

Honorary Members: The Corporation shall have Honorary Members. Theses members

of the Corporation shall be persons other than graduates and attendants of C.K.C. Onitsha, who by other forms of affiliation or interest, shares the aspirations of the Corporation.  Such membership shall be by invitation only, and such members shall not hold office, vote or be obligated to pay Association's dues.

 

Section 2.2

Life Member: Any member who voluntarily donate $1,000 between July 2007 and 31 December 2008 towards the "CKC Diamond Jubilee Trust Fund" shall be considered to have a become a life member of the association and would, therefore, be exempt from all further annual membership dues at the national level for life.

 

Section 3.

Purpose: The purpose of membership is to further the aims and goals of the Corporation, that is, to perform work consistent with the "Motto" or Bonitas Disciplina Scientia, of members' Alma Mater, Christ the King College (C. K.C) Onitsha.

 

 

Section 4.

Voting: Each member shall be entitled to cast one (1) vote at an annual, special or any other meeting, for the purpose of:

 

1. Electing the Officer of the Corporation;

2. Amending the Articles of Incorporation pursuant to O.C.G.A 14-3-21; and

3. Effecting a voluntary dissolution pursuant to O.C.G.A. 14-3-21.

 

Section 5.

Certificates: No certificate evidencing the status as a Member of the Corporation shall be issued.

 

Section 6.

Transferability of Affiliation Interest: Status as a Member of the Corporation is a right personal to the holder thereof, and no Member shall sell, assign, transfer or otherwise dispose of his affiliation interest in the Corporation,  or any rights of attendant thereto.

 

ARTICLE IV

MEETING OF MEMBERS

 

Section 1.

Notice of Meeting of the Members: Written or printed notice of each meeting of the membership of the Corporation shall be given no less than three months prior to any meeting of the Member.

 

Section 2.

Annual Convention:  The Annual Convention of the Corporation Membership for the purpose of transacting any business that, in accordance with these Bylaws, may properly come before the Corporation shall be held, at a place, time and date determined by the general membership or at such other place as shall be designated by the Officers of the Corporation and specified in the notice of such meeting or waiver of notice thereof.

 

Section 3.

Special Meeting: Special Meeting of Members may be called at any time by the President, Vice President or any agent of the Corporation so designated by the General House or by written petition signed by not less than one-third (1/3) of the Members authorized to vote by the Articles of Incorporation or the Bylaws.

 

Section 4.

Place of Meetings: The Officers or the General House may designate the place for any annual or special meetings. If no place is designated, the place of the meeting for any annual or special meeting shall be the principal office of the Corporation in the State of Georgia, but if all of the members shall meet at any time and place and consent to the holding of a meeting, such meeting shall be voted without call or notice, and at such meeting any corporate action may be taken.

 

ARTICLE V

BOARD OF DIRECTORS

 

Section 1.

The Corporation has elected not to have a Board of Directors. The Business of the Corporation shall be conducted by the elected Officers (President, Vice President, Secretary and any other officer that may be elected by the membership) of the Corporation at the guidance of the General House. The property, affairs, business and activities of the Corporation shall be managed by such officers as elected by membership which is responsible for overall policy, control and administration of the Corporation. All matters up for implementation by the Officers must first be tendered to the general membership or General House for vote.

 

Section 2.

Committees: The Officers or the General House may establish committees composed of at least one Officer, except for the Executive Committee which shall have at least two Officers or the Corporation. The Officers at the direction of the General House may make such provisions for appointment of members and chairs of such committees, establish procedures to govern their activities, and delegate thereto such authority and power as may be necessary for the efficient management of the property, affairs, business and activities of the Corporation.

 

 

Section 3.

Compensation: All approved expenses made by members on behalf of the Corporation shall be reimbursed. Accordingly, the Officers or General House may by resolution provide for compensation of Officers by way of reimbursement for actual expenses incurred.

 

ARTICLE VI

OFFICERS

 

Section 1.

Officers: The Officers of the Corporation shall be a President, Vice President, Secretary, Financial Secretary, Treasurer and Public Relations Officer or such other officers as the General House may designate.

 

Section 2.

Election and Term of Office: The President, Vice-President, Secretary, Publicity Secretary,  Treasurer and Public Relations Officer of the Corporation shall be elected by the general membership/General House of the Corporation at the Annual Convention and serve two year term expiring at the second Annual Convention following their election.  Other officers may be elected for a two year term also as may be prescribed by the General House. All officers shall hold office until their respective successors shall have been duly appointed or until they shall respectively resign or be removed.

 

Section 3.

Removal: An officer elected by the membership may be removed at a duly called meeting or by action in writing whenever, in the membership judgment, the best interest of the Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person

removed.

 

Section 4.

Resignation: An officer of the Corporation may resign at any time by giving written notice of his resignation to the President of the Corporation, or to the Secretary or Treasurer. Any such resignation shall take effect at the time received unless another time is specified in such notice. Unless otherwise

specified in such notice, the acceptance thereof shall not be necessary to make it effective.

 

Section 5. Vacancies: Any vacancy in any office owing to resignation, death, incapacity, removal, or any other cause may be filled by vote of the membership at any duly called meeting, or by action in writing as provided herein. An emergency meeting of the General House/Membership may be called to fill any vacancy.

 

Section 6.

Compensation: There shall not be compensation of the officers appointed by the General House until at such time the Membership shall from time to time determine.

 

ARTICLE VII

DUTIES OF OFFICERS

 

Section 1.

President: The President shall be the chief executive officer of the corporation and shall have general supervision over the business of the Corporation and over its several officers who shall report to him subject, however, to the control of the General House to which he is responsible for the affairs of the Corporation and for the performance of its officers. He may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the General House, except in cases where the signing and execution thereof shall be expressly delegated to the House or by these Bylaws to some other officer or agent to the office of the chief executive officer of the Corporation, and such other duties as from time to time may be assigned to him by the Corporation. He shall, whenever it may be necessary in his opinion, prescribe the duties of all officers and employees of the Corporation in addition to such duties as are set forth in these BYLAWS.

 

Section 2.

Vice-President: At the request of the President, or in his absence or disability, the Vice-President 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. The Vice-President may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments authorized by the General House, except in cases where the signing and execution thereof shall be expressly delegated by the House or by these Bylaws to some other officer of the Corporation. The Vice-President shall perform such other duties as from time may be assigned by the General House or the President.

 

Section 3.

Secretary: The Secretary shall:

 

1. Certify and keep at the principal office of the Corporation the original or

    a copy of its Bylaws as amended or otherwise altered to date;

2.                     keep at the principal office of the Corporation, or such other place as the

    General House/Membership may order, a book of minutes of all proceedings of the

    Membership, whether annual, regular, or special;

 3.                    see that all notices are duly given in accordance with the provisions of

    these Bylaws or as required by law;

4.                     be custodian of the records and of the seal of the Corporation and see that

    it is engraved, lithographed, printed, stamped, impressed upon, or affixed to all documents

    the execution of which on behalf of the Corporation under its seal is duly authorized in

    accordance the provisions of these Bylaws;

5.                     see that all the books, reports, statements, and all other documents and

    records required by law are properly kept and filed;

6.                     exhibit at all reasonable times to any Officer, upon application, the Bylaws and minutes

    of proceedings of the General House;

7.                    in general, perform all the duties incident to the office of Secretary and such other duties

    as from time to time may be assigned to him by the General House or the President.

 

Section 4.

Treasurer: The Treasurer shall:

 

1. if required to do so by the General House, give a bond for the faithful

    discharge of his or her duties in such sum, and with such sureties, as the Membership or the

   President shall require;

2.                     have charge and custody of, and be responsible for, all funds and securities of the                

    Corporation, and deposit all such funds in the name the Corporation in such bank, trust

    companies or other depositories as shall be selected by the General House;

3.                     keep and maintain adequate and correct accounts of the Corporation's properties and

    business transaction, including account of its assets, liabilities, receipts, disbursements,

    gains, losses, capital and surplus;

4.                     render a statement of the condition of the finances of the Corporation at all meetings of

    the Membership;

5.                     receive, and give receipt for, moneys due and payable to the Corporation from any source

    whatsoever;

6.                     in general, perform all the duties incident to the office of Treasurer and such other duties

    from time to time may be assigned to him by the General House/Membership or the

    President.

 

Section 5.

Financial Secretary: The Financial Secretary shall:

 

1. report directly to the President of the Corporation

2.                     is responsible for the fiscal and economic policies of the Corporation;

3.                     oversees the operations and financial records of the Corporation;

4. deliver and render the annual report on the state of the finances of the Corporation;

5.                     liaise with the Treasurer to receive, and give receipt for, moneys due and

    payable to the Corporation from any source whatsoever;

6.                     serve as an ex-officio member of the finance and project management committees

7.                    in general, perform all the duties incident to the office of Financial Secretary and such        other duties from time to time may be assigned to him by the General House/Membership

    or the President.

 

Section 6.

Public Relations Officer: The Public Relations Officer shall:

 

1.                 monitor public opinion about the Corporation or particular issues;

2.                advise the President and the General House on policy and communication strategies;

3.                plan public relations programs including preparing cost budgets;

4.                present arguments on behalf of the Corporation to government, and other organizations

                    and special interest groups;

5.                liaise with the public and respond to inquiries;

6.                liaise with the media, i.e. respond to inquiries, arrange interviews with journalists,

                    prepare and distribute news releases and make statements;

7.                write, edit and arrange production of print materials such as newsletters, gazette,

                    pamphlets and brochures;

8.                assist in preparing organizational documents such as annual reports, corporate profiles

                    and submissions; and

9.                write speeches, prepare visual aids and make public presentations, including managing an

                    Internet web site.

10.              in general, perform all the duties incident to the office of Public relations Officer and

such other duties from time to time may be assigned to him by the General House /Membership or the President.

 

 

ARTICLE VIII

STAFF, CONTRACTS, CHECKS, LOAN, DRAFTS, BANK ACCOUNTS, ETC.

 

Section 1.

Staff: If necessary, the General House/Membership shall provide for the designation and hiring of staff personnel to administer and direct the organization on a daily basis and to implement the policies and procedures determined by the Membership.

 

Section 2.

Contracts and Agents: To the extent that the General House may specifically authorize, the President may in the name of the Corporation on its behalf execute or deliver, proposals for contracts with any government, or any branch or division of any government, or with any person, corporation or otherwise,

contracts between the Corporation and any such government or branch or division thereof or any such person, bonds and undertaking required for the faithful performance of such contracts and vouchers and receipts in connection therewith.

 

Section 3.

Loans: To the extent the General House may specifically authorize, the President or Treasurer may effect loans or advances at any time for the Corporation from any bank, trust company or other institution or from any firm or individual and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation , but no officer or staff member shall, for purpose of the security for any such loan or advance, mortgage, pledge, hypothecate or transfer any property whatsoever owned or held by the Corporation, except when specifically authorized by resolution of the General House.

 

Section 4.

Checks, Drafts, Etc.: All checks, drafts, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange and insurance certificates shall be signed or endorsed by the President or Treasurer unless some other such officer or officers, agent or agents of the Corporation shall from time to time be authorized to do so by resolution of the General House.

 

Section 5.

Deposits and Accounts: All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or specific accounts in such banks, trust companies or other depositories as the General House may select, or as may be selected by any officer or agent of the Corporation to whom such

power may from time to time be delegated by the House /Membership. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payments of monies which are payable to the order of the Corporation may be endorsed, assigned and

delivered by any officer or agent of the Corporation.

 

ARTICLE IX

FINANCIAL ADMINISTRATION

Section 1.

Responsibility: The authority and responsibility for the financial administration of the Corporation shall be conducted as set forth in these Bylaws, and shall be administered by the President on a daily basis with the guidance and direction of the Treasurer, or as determined by the General House/Membership.

 

Section 2.

Fiscal Year: The fiscal year of the Corporation shall begin on the first of day of January of each year and ends on the last day of December of the year.

 

ARTICLE X

AMENDMENT OF BY-LAWS

Section 1.

Amendments: These Bylaws may be amended by the Membership or General House of the Corporation at a duly called meeting or by action in writing, by a simple majority of those present and voting.

 

ARTICLE XI

SEAL

Section 1.

Seal: The President or the General House shall provide a Corporate Seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and words "Corporate Seal."

 

ARTICLE XII

WAIVER OF NOTICE

Section 1.

Waiver of Notice: Whenever any notice is required to be given under the provision of the State of Georgia Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE XIII

PROXIES

Section 1.

Proxies: Proxies to vote with respect to shares of stock of other corporation owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the President, Vice President, or the Secretary of the Corporation or by an other person or persons authorized by the General House.

 

ARTICLE XIV

EXEMPT

 

Section 1.

The Corporation shall not operate for pecuniary gain or profit and shall be without capital stock. No part of the net earnings of the Corporation shall be used for the benefit of any officer or Member of the Corporation, except that reasonable compensation may be paid for services rendered to or for the

Corporation, which affects its purpose as defined by the Article of Incorporation. No officer or agent of the Corporation shall be entitled to share in the distribution of any corporate assets upon liquidation or

dissolution of the Corporation.

 

Section 2.

The Corporation should not participate in or intervene in any political campaign on behalf of any candidate for elected public office, nor engage in lobbying, nor attempt to influence legislation.

 

Section 3.

Notwithstanding any other provisions contained herein, or in the Article of Incorporation, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation, or any organization exempt under Section 501 (c)(3) of the Internal Revenue Code, and the Regulations promulgated thereunder as they now exist or they may hereafter be amended.

 

ARTICLE XV

DISSOLUTION

 

Section 1.

Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 © (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code, or shall be distributed to the federal

Government, or to a state or local government, for a public purpose. Any such asset not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the Corporation 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 purpose.

 

RATIFICATION, ENABLING LEGISLATION AND AMENDMENT NOTATIONS

 

 

 

Bylaws Approved 25 July 1998, Amended 21 July, 2007

 

Section 1

This Article of Incorporation and Bylaws were unanimously adopted and ratified at the Plenary Session of the 1998 Convention of C.K.C. Onitsha Alumni Association in America, held on the 25th day of July 1998 at Newark, New Jersey. 

 

Section 2

The enabling legislation reference is paragraph 12 (8) "Action/Decision" of the Minutes of the 1998 Convention of the C.K.C. Alumni Association in America, held on the 25th day of July 1998 at Newark, New Jersey.

 

Notation 1

Amended on 21 July 2007 (Added Article III, Section 2.2 “Life Member”, expanding the membership category to three.) The enabling legislation reference is minutes of the 2007 Convention of C.K.C. AAA, held on the 20-22 July 2007 in Boston,
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