Class Constitution

CLASS OF 1953, PRINCETON UNIVERSITY

 Executive Committee Constitutional Resolutions

            WHEREAS the Constitution of the Class of 1953 (the “Class”) of Princeton University, adopted by the Class effective as of June 1, 1984 (the “Constitution”), provides in Article IX thereof that “Full management and control of the affairs of [the Class] is vested in the Executive Committee” of the Class; and

             WHEREAS Article XIII of the Constitution provides that “This Constitution may be adopted, and thereafter amended, by the vote of a majority of the members of the Executive Committee”; and

WHEREAS the undersigned William D. Gaillard is the sole currently surviving member of said Executive Committee;

NOW, THEREFORE, the undersigned hereby adopts the following resolutions on behalf of the Executive Committee of the Class:

RESOLVED that Article VIII (“Membership”) of the Constitution be and it hereby is amended to renumber §2 and to add a new §2, so as to read collectively as follows:  “2. Associate Members.  Wives, widows and children of regular members may be added as associate members of the Class upon notice of such intention given by them to the Class President or the Executive Committee; and 3. Honorary Members. Honorary Members may be added as members of the Class upon election by its Executive Committee.”; and be it further

RESOLVED that Article IX of the Constitution be and it hereby is amended to read as follows:  “Article IX. Governing Body. Full management and control of the affairs of the Class is vested in its Executive Committee, the membership of which shall be ratified by the Class at its next Class meeting.  The Executive Committee shall consist of a maximum of five regular members of the Class, which shall include the Class President.  Committee members shall serve until they resign or have been replaced by successors who shall have been duly selected by a majority of the remaining Executive Committee and then ratified at the next Class meeting.”, and be it further

RESOLVED that Article XII of the Constitution be and it hereby is amended to read as follows:  “Article XII. Officers, Committee Chairmen, Class Meetings & By-laws.

1.  The Executive Committee, with the approval of the Class as a whole by ratification at its next Class meeting, shall periodically elect officers and committee chairmen, including a President, one or more Vice Presidents, a Secretary and a Treasurer, as well as all such assistant officers as may be deemed necessary and appropriate from time to time to assist in carrying out the customary duties of such officers and to further the needs of the Class, who shall serve as such until their respective successors have been duly elected by the Executive Committee.

2.  The Executive Committee shall convene a Class meeting to be held every five years during the Class’s major reunion, notice of the day, time and place of such meeting to be provided to each regular member at the time of his reunion registration.  Those regular members present at any such meeting shall constitute a quorum, and the vote of a majority of the regular members voting at the meeting shall be binding on all matters brought before the meeting.  Additional Class meetings may be called on thirty days’ notice by either the Executive Committee or the Class President, as they may deem necessary, to be held at such time and place as may be designated in the notice.

3. The Executive Committee may, but need not, adopt authorizations and/or By-laws for the further governance of the affairs of the Class, if such action shall at any time be deemed appropriate by them.”, and be it further

RESOLVED that the following officers and committee chairmen of the Class are hereby confirmed in their current positions:  William F. Ogden, Jr., President; David H. Brown, Vice President; Frederick E. Crispin, Jr., Vice President; John C. Stone, II, Secretary; Robert C. Kenagy, Treasurer; Sanders R. Lambert, Jr., Assistant Treasurer; Peter A. Benoliel, Reunion Chairman; James K. Donnell, Class Agent; Edgar D. Jannotta, Sr., Special Gifts Chairman; Charles Barham, III, Webmaster; Matthew Bender, IV, Archivist; Hugh Richardson, Jr., Memorialist; and Ellen W. Decker, Associates Chairman; and be it further

RESOLVED that the following regular members of the Class be and they hereby are selected to serve as members of the Executive Committee, subject to the approval and ratification of the Class at its next Class meeting:  Matthew Bender, IV, William D. Gaillard, Cowles W. Herr, Leonard L. Milberg and William F. Ogden, Jr.; and be it further

RESOLVED that Shirley M. Tilghman, retiring President of Princeton University, be and she hereby is elected an honorary member of the Class; and be it further

RESOLVED that the Constitution, incorporating all of the foregoing amendments, be corrected, updated and restated as set forth in Exhibit A attached to these resolutions; and be it further

RESOLVED that the foregoing resolutions shall take effect as of April 1, 2013, and shall become fully effective from and after that date.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the first day of April, 2013.

William D. Gaillard

William D. Gaillard,

For the Executive Committee of the Class

of 1953, Princeton University

                                                                                                                                                          EXHIBIT A

cONSTITUTION OF THE CLASS OF 1953

PRINCETON UNIVERSITY

(As amended and restated effective April 1, 2013)

ARTICLE I. Name. The name of this organization shall be the Princeton University Class of 1953(hereinafter the “Class”).

ARTICLE II. Constitution. This Constitution formally establishes and creates the Class. The provisions of this Constitution shall control and govern all matters affecting the Class, other documents or instruments notwithstanding.

ARTICLE III. Purpose. The purpose of the Class shall be to further the interests, welfare and educational aims of Princeton University, for so long as the Class is in existence and Princeton University remains organized exclusively for charitable, educational or scientific purposes under Sections 50I(c)(3) and 17O(b)(1 )(A) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law).

ARTICLE IV. Powers. Subject to the provisions of this Constitution, the Class shall have full power and authority to perform any lawful acts and to exercise any rights not otherwise limited by law. Without limiting the generality of the foregoing, the Class shall have all rights and powers of any unincorporated association under the laws of the State of New Jersey.

ARTICLE V. Financial Limit. No part of the net earnings of the Class shall inure to the benefit of, or be distributable to, any member, trustee, officer or director of the Class or any other private person.  All of the assets and net earnings of the Class shall be used to further the Class’s purpose.

ARTICLE VI. Political Activity. No substantial part of the activities of the Class shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Class shall not participate or intervene (including the publishing and distribution of statements) in any political campaign on behalf of any candidate for public office.

ARTICLE VII. General Limits. The Class shall not, except to an insubstantial degree, carry on any activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 50I(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) or (b) by an organization contributions to which are deductible under Section I7O(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).

ARTICLE VIII. Membership. The following shall be members of the Class:

1. Regular members. All persons who shall at any time have been correctly listed by Princeton University as having been enrolled in the Class of 1953 shall be regular members of the Class.

2.  Associate members.  Wives, widows and children of regular members may be added as associate members of the Class upon notice of such intention given by them to the Class President or the Executive Committee.

3. Honorary members. Honorary members may be added as members of the Class upon election by its Executive Committee.

ARTICLE IX. Governing Body. Full management and control of the affairs of the Class is vested in its Executive Committee, the membership of which shall be ratified by the Class at its next Class meeting.  The Executive Committee shall consist of a maximum of five regular members of the Class, which shall include the Class President.  Committee members shall serve until they resign or have been replaced by successors who shall have been duly selected by a majority of the remaining Executive Committee and then ratified at the next Class meeting.

ARTICLE X. Existence. Unless sooner terminated by action of the Executive Committee, subject to the approval of the Class as a whole, the existence of the Class shall terminate when fewer than fifty regular members of the Class are then living.

ARTICLE XI. Dissolution. Upon its termination, the Class shall be dissolved, and after paying or making provision for all of its obligations and liabilities, all of the assets of the Class shall be distributed to Princeton University, so long as it is organized and operated exclusively for charitable, educational or scientific purposes and shall at the time qualify as an exempt organization under Section 50I(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law). Any such assets not so disposed of shall be distributed by order of any New Jersey court having jurisdiction thereof to any other organization organized and operated exclusively for such purposes.

ARTICLE XII. Officers, Committee Chairmen, Class Meetings & By-laws.

1.  The Executive Committee, with the approval of the Class as a whole by ratification at its next Class meeting, shall periodically elect officers and committee chairmen, including a President, one or more Vice Presidents, a Secretary and a Treasurer, as well as all such assistant officers as may be deemed necessary and appropriate from time to time to assist in carrying out the customary duties of such officers and to further the needs of the Class, who shall serve as such until their respective successors have been duly elected by the Executive Committee.

2.  The Executive Committee shall convene a Class meeting to be held every five years during the Class’s major reunion, notice of the day, time and place of such meeting to be provided to each regular member at the time of his reunion registration.  Those regular members present at any such meeting shall constitute a quorum, and the vote of a majority of the regular members voting at the meeting shall be binding on all matters brought before the meeting.  Additional Class meetings may be called on thirty days’ notice by either the Executive Committee or the Class President, as they may deem necessary, to be held at such time and place as may be designated in the notice.

3.  The Executive Committee may, but need not, adopt authorizations and/or By-laws for the further governance of the affairs of the Class, if such action shall at any time be deemed appropriate by them.

ARTICLE XIII. Adoption and Amendment. This Constitution may be adopted, and thereafter amended, by the vote of a majority of the members of the Executive Committee.

ARTICLE XIV. Situs. The Class shall have its situs at Princeton University, Princeton, Mercer County, New Jersey.

Adopted and approved as of the first day of April, 2013.