Officers & Bylaws

Officers

2024-2026 Board of Directors

	Charisse Armstrong
	Kendall Herrington
	Brandon Ho
	Heather Ross
	Byron Toma

2024-2025 Officers

	President	Zena Jaber
	Treasurer	Alana (Hunt) Maxwell
	Secretary	Nik Baer
	Vice President – Alumni Affairs	Ellena Mar
	Staff Vice President	Vacant
	Alumni Aid Officer	Nikolaus Baer
	Alumni Aid Committee Members	Byron Toma Chris Karlovich Nikolaus Baer Jennifer Miller
	Nominations Officer	Byron Toma

For each office’s specific areas of responsibility, please refer to the Alumni Association Bylaws.

By-Laws of Scaife Scholarship Alumni Association, Inc.

(Re-Stated October 7, 1991)

Section I – Name

The name of this Association is, and shall forever be, the SCAIFE SCHOLARSHIP ALUMNI ASSOCIATION, INC. Hereinafter it will be referred to as the “Association”. The name derives from Articles of Incorporation of a certain corporation known as the “Scaife Scholarship Alumni Association, Inc.”, a nonprofit corporation under the laws of the State of California.

Section II – Objectives

The objectives for which the Association is formed include, but are not limited to:

To assist the Trustees of the Northern California Scholarship Foundation (hereinafter referred to as the “Foundation”) in any reasonable manner.
To keep records of the location, accomplishments and progress of the Alumni and report to them and to the Trustees of the Foundation on these matters.
To sponsor one or more graduate or undergraduate scholars in college each year as the finances of the Association will permit.
To advise and counsel scholars in college as there may be available qualified Alumni in the geographic area where the Foundation may need the assistance of such Alumni.
To aid graduate or undergraduate scholars with semester or summer work to supplement their school finances.
To aid in the job placement of Alumni upon their graduation from college.
To sponsor an annual meeting of the foundation trustees, scholars and alumni to foster greater acquaintance and fellowship among the three groups.
To enhance the prestige of scholars and alumni.
To meet the special financial needs of scholars which cannot be met by the Foundation due to limitations, including fifth year financial aid for undergraduates.

Section Ill – Duration

This Association shall be perpetual, unless dissolved as provided herein.

Section IV – Dissolution

The Association may only be dissolved when there has been an affirmative vote on the question of dissolution by a majority of votes cast by the members.
In the event of dissolution the Directors shall act for the Association, dispose of all assets and distribute the cash accrued to the Foundation. If the assets of the Association include bequests containing requirements of other treatment of such bequests upon dissolution, those requirements shall be followed.

Section V – Membership

Any person who has been a recipient of the benefit of the Northern California Scholarship Foundation or of any of its predecessor foundations, affiliates or administered scholarship or fellowship program for any length of time, shall be eligible for membership in this Association.
Eligibility for membership in the Association shall be automatic when a scholar ceases to receive the benefit of the Foundation or of the Association, or completes the education being supported, whichever is later.
The obligation of membership is to support the Association to the extent of the willingness and the ability of each alumnus.
The current name, address and telephone number of each member shall be kept on file with the Association.

Section VI – Contributions

The founders of the Association wanted to provide a channel through which Alumni could make contributions to assist worthy young scholars as the Alumni themselves were helped by the Foundation. Such voluntary contributions were expected to be made under the following general conditions:

No alumnus would be expected to contribute to the Association beyond a level of personal financial comfort.

No solicitation of funds from members would be made by the Directors or Officers. An annual letter sent to the Alumni may outline the opportunities available to help worthy scholars. It may contain a suggested level of contributions as a guide to the Alumni, but shall not be sent as a solicitation.

Contributions from contributors outside of the membership may be accepted. In such cases the Board of Directors shall assure that there are no conditions attached to such contributions which might compromise the non-profit, non-political nature of the Association.

The Directors may seek contributions from private persons, foundations or companies which have funds for educational purposes in order to expand the scholarship activities of the Association.

Section VII – Board of Directors

The governing body of the Association shall be a Board of Directors of five (5) or more Directors elected by the Alumni at the Annual Meeting of the Association.
The Directors shall be chosen from the ranks of the members of the Association.
For continuity purposes, the outgoing President of the Association shall be an automatic member of the Board of Directors for one year after leaving office. The President may be re-elected to the Board at the will of the Alumni.
The terms of office of the Directors shall be for two years, with half of them being elected each year. The former President shall be considered as one with a one-year term for the purpose of the makeup of the initial Board of six.
Immediately upon its election, the Board shall convene to elect the Officers of the Association as hereinafter provided.
The Board shall set the policies of the Association.
The Board shall meet at least annually. Additional meetings may be held as the work of the Board requires.

Section VIII – Officers

The Officers of the Association to be elected by the Board of Directors shall include at least the following:
The elected Officers shall conduct the administration of the affairs of the Association according to the governing policies established by the Board of Directors, the laws of the State of California, these by-laws and good business practice.
The Officers shall meet at least annually. Additional meetings may be held as the work of the Officers requires. Given the geographic separation of the Officers, much of their work may be conducted by telephone, by FAX and by mail.
The President shall preside over the meetings of the Association and shall be its representative and spokesperson and shall be a member of the Finance Committee.
The Executive Vice President shall act for the President in his/her absence and shall provide the necessary liaison with the Foundation respecting the recruiting of Alumni to act as advisors to scholars in college and to interview new applicants. He/she shall be a member of the Finance Committee.
The Senior Vice President of Alumni Affairs shall cause these tasks to be accomplished:
1. An up-to-date roster and directory of all Alumni.
2. An opportunity letter once per year to give all Alumni an opportunity to contribute to the scholarship work of the Association.
3. An annual Newsletter to all Alumni to inform them of the work of the Association and of the accomplishments of Alumni and Scholars.
The Staff Vice President of Alumni Affairs shall assist the Senior Vice President of Alumni Affairs and shall cause the following to be accomplished:
1. The preparation of a history of the Foundation and of the Alumni Association.
2. When the Directors have formulated a program to assist scholars with part-time and summer work, to carry out such program.
3. When the Directors have formulated a program to assist former scholars in locating suitable employment, to carry out such program.
4. The attendance by Alumni at the Alumni Banquets.
The Vice President of Finance shall work with the Treasurer on matters relating to the finances of the Association. With the Treasurer, the President and the Executive Vice President he/she shall serve as a member of the Finance Committee of the Association and shall cause these tasks to be accomplished:
1. Assure that financial reports are provided in writing for all meetings of the Board of Directors and of the Officers.
2. Assure that the financial books of the Association are audited at least annually by an outside, independent auditor and an audit report provided to all Directors and Officers prior to their annual meetings.
3. Serve as the Association’s contact with the Investment Counsel on all matters respecting the investment portfolio of the Association.
4. Assure that the Giving Guide of the Association is maintained in a current condition and made available to Alumni desiring such information.
The Secretary shall cause complete secretarial records to be kept, including;
1. Minutes of the meetings, regular and special of the Board of Directors and of the Officers.
2. Files of all minutes, reports and records kept in a secure place.
3. Any such secretarial duties, if performed by paid secretarial assistance, shall be to the satisfaction of the Secretary.
The Assistant Secretary shall assist the Secretary in the performance of the duties outlined for that position. In addition, it will normally be the Assistant Secretary who will:
1. Prepare the actual minutes of the meetings of Directors and of the Officers.
2. Establish a system for filing and retrieval of all Association records.
3. Take an active lead in the Association’s record keeping at such time as it is decided that they be computerized or micro-processed.
The Treasurer shall keep, or cause to be kept, complete financial records of the Association, including:
1. All income received.
2. Expenditures of Association funds.
3. Banking transactions.
4. Investment transactions.
5. Serve as a member of the Association’s Finance Committee.
6. Cooperate with the independent auditor on the annual audit of the Association’s books.
The Assistant Treasurer shall assist the Treasurer in the performance of the duties outlined for that position. In addition, it will normally be the Assistant Treasurer who will:
1. Prepare the financial statements required for meetings of Directors and Officers.
2. Assure that required tax and government reports are filed in a timely manner.
3. Provide financial data necessary for investment counsel to make recommendations regarding the Association’s investment portfolio.
The Alumni Aid Officer shall perform the duties necessary to carry out the Association’s Aid Program including:
1. Establish a form on which applicants may apply for financial aid.
2. Supply forms to all applicants who meet the criteria of the Association.
3. Establish a committee of three Alumni which he/she shall chair, to act as a review board for all applications.
4. Receive all applications for Alumni Financial Aid and, upon review board consideration, recommend action to the Officers.
5. When authorized by Board of Directors policy, establish a program to assist scholars and graduates in job placement.
The Nominations Officer shall take action to assure that there are sufficient candidates at election times to fill vacancies on the Board of Directors and in the group of Officers, including:
1. Recruit among the Alumni for the talent required.
2. Maintain contact with current office holders to ascertain their willingness to be reelected or to serve in a different position.
3. Assure at all times that nominations are open from the floor of each meeting in addition to any advance slate of office candidates.
GENERAL – The Directors and the Officers of the Association shall not be paid a salary. However, their reasonable actual expenses, in excess of what they may contribute, shall be reimbursed upon their submitting to the President a statement, thereof.
1. At such time as the Association has grown to a size requiring the addition of part-time or full-time paid staff, it is authorized to employ such required person(s). Preference shall be given to Alumni to fill such positions.
2. Directors and/or Officers will not normally fill staff positions.

Section IX – Organization

The Association shall maintain its headquarters in the Greater San Francisco Bay Area in order to maintain close liaison with the Foundation and its Trustees.

Contact between the Association and its members shall be by correspondence. The Alumni shall be kept informed of the Association’s activities by at least two yearly mailings.

Section X – Nonprofit Status

The nonprofit status of the Association shall be maintained in perpetuity. The Directors and Officers shall guide the Association’s activities in such manner that its nonprofit status shall not be threatened, specifically:

No director, officer, member, committee or any other person associated with the Association shall receive any of the donations, contributions, bequests or net earnings or gain from the conduct of the operations of the Association.

This Section shall not serve to prohibit the payment of salaries or expenses of employees for services rendered to the Association; but such payments shall bear a justifiable relationship to the services rendered.

The earnings from Association investments shall be spent or re-invested only in such way as to not interfere with the nonprofit status of the Association.

Section XI – Amendments

Amendments to these by-laws may be proposed to the Directors at any time by the Officers or by any Alumnus. If a majority of the Directors accept a proposed change it shall be balloted to the Alumni of record by mail ballot and shall become effective sixty (60) days after mailing, unless prior to that date a simple majority of the returned ballots voted in opposition to the change.
These by-laws may not be amended to conflict with the Articles of Incorporation.
Proposed changes in these by-laws shall be considered carefully by the Board of Directors prior to agreeing to submit them to general membership vote. The Board shall seek to assure that the Association remains stable and does not deviate substantially from the objectives for which it was formed.