SEAFORTH HIGH SCHOOL ALUMNI ASSOCIATION
Excellence • Unity • Legacy
Excellence • Unity • Legacy
Of the Seaforth High School Alumni Association
OF THE SEAFORTH HIGH SCHOOL
ALUMNI ASSOCIATION
ADOPTED: July 1, 2024
AMENDED: August 8, 2025
Incorporating Recommendations from the
Ministry of Education – August 1, 2025
The name of the corporation shall be: Seaforth High School Alumni Association, Jamaica Chapter (formerly Seaforth Secondary School)
The purpose of the Association is to contribute to the advancement of education at Seaforth High School (formerly Seaforth Secondary School), located at Blacksmith Lane, Seaforth, St. Thomas, Jamaica. To that end, the Association shall pursue the following core objectives:
This Association is organised exclusively for charitable purposes, including the distribution of funds to entities that qualify as exempt organisations under the Charities Act, 2013 of Jamaica.
In alignment with the Act, no part of the Association's net income or assets shall benefit any governing board member, settler, or private individual.
The Board of Directors shall serve as the primary policy-making body of the Association and may exercise all powers and authority legally granted to the Association under Jamaican law and these Bylaws.
The Board of Directors shall consist of no fewer than five (5) and no more than twenty (20) members. This number shall include the following officers: President, Vice President, Treasurer, Asst. Treasurer, Secretary, Asst. Secretary, Scholarship Chair, Public Relations Manager, Project Leader.
Directors shall be elected by the membership at the Annual General Meeting. In the event of a vacancy caused by resignation, death, incapacity, or removal, the remaining members of the Board shall appoint a replacement by majority vote. Each Director shall serve a term of two (2) years and may be eligible for reelection.
A Director may resign at any time by submitting written notice to the Secretary of the Association. Such resignation shall take effect upon receipt unless otherwise specified.
The Board shall meet at least once per month. The date, time, and location of each meeting shall be determined by the Board. Any Director who fails to attend three (3) or more consecutive regular meetings without an excuse acceptable to the Board shall be deemed to have vacated their position, and the vacancy shall be filled in accordance with these Bylaws.
Special meetings of the Board may be convened at the request of the Chairperson or any two (2) Directors.
Notice of special meetings must be given at least forty-eight (48) hours in advance via email or other agreed digital communication platform. Notices must include the time, date, and purpose of the meeting.
A quorum shall consist of a 50% + 1 of the Board members participating either in person or via virtual or teleconference platforms. If a quorum is not present, the attending members may adjourn and reconvene the meeting at a later time without further notice.
Board actions may be taken without a formal meeting if all members consent in writing (including electronic communication) to the action and its specific terms. Approval by written or electronic ballot is valid only when:
Members of the Board may participate in meetings through telephone or online conferencing platforms, provided that all participants can hear and communicate with one another.
The Board may establish standing or ad hoc committees by resolution. Committees shall include no fewer than three (3) persons and may include nonBoard members, except for the Executive Committee.
A Nominating Committee shall be formed and comprise the President and at least four (4) additional Board members. The Committee shall be responsible for identifying and recommending nominees for Board and Officer roles.
The Executive Committee shall consist of all members of the Leadership Team: President, Vice President, Treasurer, Asst Treasurer, Secretary, Asst Secretary, Public Relations Manager, Scholarship Chair, Project Leader, Special Advisor to the executive committee. This Committee is empowered to act on behalf of the full Board between meetings, but remains accountable to the full Board's direction and oversight.
The Finance Committee, chaired by the Treasurer and including the President, Vice President, and Assistant Treasurer, shall oversee the financial management of the Association. Responsibilities include:
All expenditures must be within the approved budget unless otherwise authorised by the Board or Executive Committee.
The fiscal year of the Association shall be the calendar year (January 1 – December 31).
The Treasurer shall prepare and submit annual financial reports to the Board. These reports must include:
The Association's financial records are public and shall be made available to Board members and the general membership upon request.
Board members shall serve without compensation. However, expenses incurred while conducting authorised Association business may be reimbursed upon submission of documentation and prior approval.
Board members who also serve the Association in a paid staff capacity may receive compensation for that role, subject to Board approval and applicable laws.
The officers of the Association shall include a President, Vice President, Treasurer, Asst Treasurer, Secretary, Asst Secretary, Public Relations Manager, Scholarship Chair, Project Leader, Special Advisor to the executive committee., and any other officers as may be designated by the Board of Directors. All officers must be members of the Board of Directors during their term of office and shall retain full voting rights in all Board proceedings.
Officers shall be elected by the Board of Directors. New or vacant positions may be filled at any regular or special meeting of the Board. Terms of office shall not exceed two (2) years, and all officers shall remain in office until a successor is duly elected and qualified. Officers may be reappointed.
If a vacancy occurs before the end of a term, the Board shall appoint a replacement to serve the unexpired term.
An officer may resign at any time by submitting a written notice to the Secretary of the Association, the President or Vice President. The resignation shall become effective upon receipt unless a later effective date is specified.
An officer may be removed by a majority vote of the Board of Directors whenever, in its judgment, the best interests of the Association will be served. Removal shall not prejudice any contractual rights the officer may hold. Officers are expected to act with integrity and uphold the mission of the Association; failure to do so may constitute grounds for removal.
The President shall:
The President shall perform all other duties as prescribed by these Bylaws and may refer to Robert's Rules of Order, Newly Revised for meeting conduct when applicable.
The Vice President shall:
The Secretary shall:
The Assistant Secretary shall:
The Treasurer shall:
The Assistant Treasurer shall:
The Scholarship Chairperson shall:
The Assistant Scholarship Chairperson shall:
The Special Adviser to the Executive shall:
The Project Manager shall:
The Public Relations (PR) Manager shall:
The Board of Directors may appoint paid staff as necessary for the operation of the Association. Duties and compensation shall be determined and approved by the Board in accordance with the Association's mission and available resources.
To be eligible for election as an officer, a nominee must:
To be eligible for the office of President and Vice President, the nominee must be a former student of Seaforth High School (formerly Seaforth Secondary School) or a registered member of the Association (SHSAA)
In the event of a temporary or permanent vacancy in the office of President, the Vice President shall assume the duties of the President until a new President is elected by the Board.
The Association may indemnify any member of the Board of Directors, officer, employee, or authorised volunteer of the Association against all expenses and liabilities, including reasonable legal fees, judgements, settlements, and other costs, incurred in connection with any threatened, pending, or completed legal action, suit, or proceeding: civil, criminal, administrative, or investigative, arising from their role within the Association.
Such indemnification shall apply only if the individual:
In the event of a legal settlement, indemnification shall be granted only if approved by a majority vote of the Board of Directors, who shall determine that the settlement is in the best interest of the Association.
The right to indemnification provided by this Article shall not be exclusive of any other rights to which a person may be entitled under any statute, agreement, or resolution adopted by the Board of Directors.
The Association may purchase and maintain insurance to protect itself and any person entitled to indemnification under this Article, whether or not the Association would have the power to indemnify such person under the provisions of this Article.
If any part of this Article is held invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
Directors and officers must disclose any actual or potential conflicts of interest and shall recuse themselves from any discussions or votes where such a conflict exists. The Board of Directors may adopt a formal Conflict of Interest Policy to guide disclosures and procedures. All Board members shall sign a conflict of interest acknowledgment annually, or as needed, to affirm their commitment to transparency and the integrity of the Association.
The Board of Directors may establish one or more committees or advisory boards, either standing or ad hoc, as it deems necessary to support the mission, operations, and activities of the Association.
The composition, responsibilities, and duration of each committee or advisory board shall be determined by a majority vote of the Board of Directors. Each committee shall operate in accordance with terms of reference or guidelines approved by the Board.
Each committee shall appoint or elect a Chairperson who shall be responsible for coordinating the work of the committee and reporting to the Board of Directors at regular intervals, or as requested by the Board.
All committees shall operate under the authority of the Board of Directors. No committee shall have the authority to bind the Association unless such authority is specifically delegated in writing by the Board. The Board may modify or dissolve any committee at its discretion.
Standing Committees established under this section may include those identified in Article XIII – Definitions, or as otherwise determined by the Board. The Association may establish the following Standing Committees to support its mission and ensure ongoing organisational effectiveness:
Responsible for planning and coordinating fundraising initiatives to support the Association's programmes, scholarships, and operations.
Focused on member recruitment, retention, and engagement through events, outreach, and communication strategies.
Charged with overseeing the development, promotion, and administration of scholarships and other educational support initiatives.
Each standing committee shall operate under the direction of the Board and provide regular reports on their activities.
The fiscal year of the Association shall be the calendar year (January 1 to December 31), unless otherwise determined by a resolution of the Board of Directors.
All cheques, drafts, payment orders, bills of lading, warehouse receipts, obligations, bills of exchange, insurance certificates, and other negotiable instruments shall be signed or endorsed by such officer(s) or agent(s) of the Association as may be authorised from time to time by resolution of the Board of Directors or by any committee to which such authority has been delegated.
All funds of the Association shall be deposited in such banks, trust companies, or other depositories as the Board of Directors may select. The Board may delegate this authority to designated officers or agents. For the purpose of deposit and collection, cheques, drafts, and other instruments may be endorsed in the name of the Association by any authorised officer or agent.
The Board of Directors may invest and reinvest Association funds in such property or instruments as it deems appropriate, subject to the requirements of the Charities Act, 2013, and other applicable tax laws and regulations. Such investments must be consistent with the charitable purposes of the Association.
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, any private member, officer, trustee, or other individual, except for reasonable compensation for services rendered in furtherance of the Association's purposes.
The Association shall not carry out any activities that constitute propaganda, attempt to influence legislation, or participate in any political campaign on behalf of a candidate for public office.
Notwithstanding any provision of these bylaws, the Association shall not engage in any activities not permitted by a charitable organisation under the Charities Act, 2013, or any applicable tax laws and regulations governing charitable entities in Jamaica.
The Association shall maintain permanent records of all:
All minutes shall be recorded in a timely manner and retained in written form or in a format that can be converted to written form within a reasonable time. These records shall be maintained in accordance with the membership and voting provisions outlined in Article VIII.
The Association shall maintain:
All records may be maintained in physical or electronic form, provided they are secure and can be converted into written form upon request within a reasonable time. Records shall be retained for a minimum of seven (7) years, or as required by Jamaican law and accounting standards, unless otherwise directed by the Board.
Members in good standing may request access to review the Association's financial statements and meeting minutes, subject to reasonable notice and any confidentiality or legal restrictions. The Board may establish procedures to govern such access, including time, manner, and scope.
Notices, meeting materials, and ballots may be delivered by electronic means, including email or messaging platforms, provided that members have consented to receive such communications. Electronic delivery shall be considered equivalent to physical delivery for the purposes of notice and recordkeeping.
Voting membership shall be open to any individual who meets one or more of the following criteria:
No person shall be admitted as a Member without their informed and voluntary consent.
Any person meeting the eligibility requirements outlined in Section 8.01 shall become a Member upon submission of a completed membership application to the Secretary of the Association, accompanied by payment of the applicable annual dues.
The Board of Directors has adopted the calendar year as the dues period. Annual dues shall be paid on or before April 30th each year, or as otherwise determined by the Board. Members must be in good standing, which means having current dues paid, in order to be eligible to vote or hold office.
Refunds of dues may be denied in cases of ineligibility, resignation, or disciplinary termination.
Members in good standing shall have the right to:
The Annual General Meeting (AGM) of the Association shall be held during the fourth calendar quarter each year, on a date and in a location (physical or virtual) determined by the Board of Directors. The Board may postpone the AGM by no more than four (4) weeks, with notice to members.
Special meetings may be convened by the President or upon the written request of no fewer than ten (10) active Members in good standing, specifying the purpose of the meeting. Notice of special meetings shall be provided by the Secretary at least forty-eight (48) hours in advance via email, clearly stating the purpose of the meeting.
A quorum for any Annual General or Special Membership Meeting shall consist of no fewer than ten (10) active Members in good standing, attending either in person or via teleconference or virtual platform. A quorum is required for any official business to be conducted.
Each member in good standing shall be entitled to one (1) vote at membership meetings. The secretary and treasurer shall prepare and maintain an up-to-date list of voting-eligible members for all meetings.
Voting may occur in person, via virtual meeting platform, or electronically (email or text message), provided that the contact information used for voting is on record with the Association prior to the commencement of the voting period.
Proxy voting shall not be permitted.
A Member may resign from the Association at any time by delivering written notice either in written or electronic form to the President, cc Secretary. Resignation shall be effective upon receipt unless a later effective date is specified.
Resigning Members shall remain responsible for any dues or obligations incurred prior to their resignation.
A Member may be suspended or expelled for actions determined to be inconsistent with the mission, values, or reputation of the Association, including but not limited to misconduct, non-payment of dues, or breach of the Association's policies.
Such disciplinary action requires a two-thirds (2/3) vote of the Board of Directors, following written notice to the Member at least fifteen (15) days in advance, with an opportunity for the Member to respond in writing or in person.
A former Member who resigned or was expelled may apply for reinstatement by submitting a written request to the Board of Directors. Reinstatement shall be subject to review and approval by a majority vote of the Board, and may require repayment of any outstanding dues or fulfillment of other conditions as determined by the Board.
The Board of Directors may confer Honorary or Lifetime Membership to individuals who have rendered significant service to Seaforth High School (Seaforth Secondary School) or the Alumni Association. Honorary Members shall not be required to pay dues and may attend meetings and events but shall not possess voting rights unless specifically granted by resolution of the Board.
The Association does not discriminate on the basis of race, gender, religion, age, disability, sexual orientation, or socioeconomic background in any of its membership decisions, activities, programs, or operations.
An affiliate group is a formally recognised subgroup of the Association, formed by members with a shared interest or objective that aligns with the mission and goals of the Seaforth High School (Seaforth Secondary School) Alumni Association. Members may organise affiliate groups upon written application and the approval of the Board of Directors.
Affiliate groups may be formed to support the development or enhancement of specific academic areas, extracurricular programmes, alumni classes, regional chapters, or other shared interests related to the advancement of Seaforth High School or the Association.
The Board of Directors shall determine the requirements for recognition and continuation of all affiliate groups. This includes approval of the group's stated purpose, leadership structure, and alignment with the values and mission of the Association.
Affiliate groups may not use the Association's name, logo, or branding in any capacity unless they have received prior written approval from the Board of Directors.
Affiliate groups may engage in fundraising or manage funds only with written permission from the Board of Directors. All such groups must adhere to the Association's financial reporting procedures and submit all records upon request.
Each affiliate group must submit an annual report to the Board of Directors. This report should include details of the group's membership, activities, financial transactions, and alignment with approved objectives. Affiliate Groups are subject to oversight by the Board as outlined in Article V and must comply with the reporting requirements stated in Article VII.
Affiliate groups operate under the umbrella of the Association but do not represent the official position of the Association unless explicitly authorised in writing by the Board of Directors. No group may enter into contracts or commitments on behalf of the Association.
The Board of Directors reserves the right to dissolve or revoke recognition of any affiliate group found to be inactive, non-compliant with the Association's values, or engaging in conduct detrimental to the reputation or mission of the Association.
All disbursements shall require approval by a majority of the Board of Directors present at a Regular or Special Board meeting, unless pre-authorised under a standing resolution.
Any disbursement exceeding five hundred US dollars (US $500.00), or the equivalent in Jamaican dollars based on the current exchange rate, shall require two authorised signatures. These must include the Treasurer and either the President or, in the President's absence, the Vice President. All such payments must be made by cheques, electronic transfers, or other suitable forms of payment.
The Board may establish a revolving petty cash fund not exceeding two hundred US dollars (US $200.00) at any one time. This fund shall be under the exclusive custody of the Treasurer and may be used only for minor operational expenses. All petty cash disbursements must first be approved by the President and supported by original receipts.
All disbursements, regardless of amount or method, must be documented with appropriate receipts, invoices, or written justification. These records shall be retained by the Treasurer and made available for periodic audit or Board review.
No individual shall approve, authorise, or sign a disbursement payable to themselves, a close relative, or any entity in which they hold a financial interest, without full disclosure to and approval by the Board of Directors.
Amendments to these Bylaws may be proposed by a majority vote of the Board of Directors or by written petition signed by at least ten (10) members in good standing.
Written notice of any proposed amendment must be provided to all members at least fourteen (14) days prior to the meeting at which the vote is to be held. Notice may be delivered by email or other official communication channels used by the Association.
Amendments to these Bylaws may be adopted at any regular or special membership meeting, provided that a quorum is present. An amendment shall be deemed adopted if approved by either:
Votes on bylaw amendments may be cast in person, virtually, or through approved electronic means, provided the member's eligibility to vote has been confirmed prior to the start of the voting period.
In the event of the dissolution of the Association, all remaining assets, after the payment of liabilities, shall be transferred to one or more charitable organisations registered in Jamaica, preferably those aligned with educational, youth development, or similar community advancement goals, and which qualify under the Charities Act 2013. No part of the assets shall be distributed to any private individual or member of the Association. This is in alignment with the charitable purposes outlined in Article I and financial safeguards described in Article VI.
The selection of recipient organisation(s) shall be determined by a majority vote of the Board of Directors at the time of dissolution.
For the purposes of these Bylaws, the following terms shall have the meanings ascribed to them below:
A Member who has met all current membership requirements, including the full payment of dues and adherence to the rules and obligations set forth in these Bylaws.
The governing body of the Association, consisting of duly elected officers and directors as defined in these Bylaws.
The minimum number of Members or Directors required to be present, either in person or virtually, to conduct official business as defined under the relevant section of these Bylaws.
Any meeting conducted through electronic means such as video-conferencing, tele-conferencing, or other digital platforms approved by the Board.
A meeting convened outside the regular annual schedule for a specific purpose, subject to the notice and quorum requirements outlined in these Bylaws.
More than half of the votes cast by individuals entitled to vote on the matter at hand, excluding abstentions.
Refers to the Seaforth High School Alumni Association, Jamaica Chapter.
We, the undersigned, are Directors of this corporation, and we consent to and hereby adopt the foregoing Bylaws, consisting of the preceding pages, as the official Bylaws of the Seaforth High School (formerly Seaforth Secondary School) Alumni Association (SHSAA).
ADOPTED AND APPROVED by the Board of Directors of the Seaforth High School Alumni Association on the 10th day of August, 2025.
Lennox Douglas
(President)
Date: August 18, 2025
Atasha Bernard
(Secretary)
Date: August 18, 2025
Deana Reittie
(Vice President)
Date: August 18, 2025
OFFICIAL ADOPTION
These bylaws have been duly adopted and approved by the Board of
Directors
and constitute the governing document of the Seaforth High School
Alumni Association