Bylaws
of the
Alumni
Association
Adopted December 1984
Amended
Amended
Article I – Name, Organization and Bylaws
Section 1. Name
The name of this Association
(the “Association”) is the Taft High School Alumni Association. The Association was organized in December, 1984.
Section 2. Organization
The Association was organized
to provide the means whereby alumni may continue the friendships developed
while undergraduates at
Section 3. Bylaws
These Bylaws shall govern the
Association and may not be altered, amended or repealed except as set forth in
Article XIII below.
Article II – Members
Section 1. Membership
Subject to the provisions of
Article II, Sections 3 and 4, any person may become a member of this Association
by (a) filing an application for membership with the President of the Association;
(b) paying to the Association all dues as required under Article II, Section 3;
and (c) complying with all membership requirements as set forth from time to
time by the Board of Directors.
Section 2. Dues
Each member shall pay dues to
the Association at such times and such amounts as determined by the Board of
Directors.
Section 3. Resignation
Any member may resign by
filing a written resignation with the President of the Association.
Section 4. Reinstatement
Upon written request signed
by a former member and filed with the President of the Association, the Board
of Directors may reinstate such member to membership.
Article III – Meetings of Members
Section 1. Special
Meetings
Special meetings of the members
may be called by the President of the Association, by the Directors of the Association,
or by members having one-third of the votes entitled to be cast at such a
meeting.
Section 2. Place of
Meeting
The Board of Directors may
designate any place as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. If no designation is made or if a special
meeting be otherwise called, the place of meeting shall be
Section 3. Notice of
Meetings
Written notice stating the
place, date and hour of any meeting of members shall be delivered to each member
entitled to vote at such meeting not less than five (5) or more than forty (40)
days before the date of such meeting. In
case of a special meeting or when required by statute or by these Bylaws, the
purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be
deemed delivered when deposited in the
Section 4. Quorum
The members holding six (6)
votes which may be cast at any meeting of the Members shall constitute a quorum
at such meeting. If a quorum is not
present at any meeting of the members, a majority of the members present may
adjourn the meeting from time to time without further notice, other than
announcement at the meeting. At any
meeting of the members at which a quorum is present, a vote of the majority of
the members at such meeting shall be necessary for the adoption of any matter
voted upon by the members, unless a greater proportionate vote is required by
law or by these Bylaws.
Article IV – Board of Directors
Section 1. General Powers
The affairs of the Association
shall be managed by the Board of Directors
Section 2. Number, Tenure
and Qualifications
A.
The number of
Directors may be increased to not more than fifteen (15) and decreased to no
fewer than five (5) from time to time.
Each Director shall hold office for a two-year term and until his or her
successor is elected and qualified.
Directors need not be residents of
B.
Directors must
attend a minimum of one (1) meeting per year, preferably the annual meeting, in
order to remain a Director in good standing.
If personal circumstances (e.g., family, medical emergencies) prevent a
Director from attending at least one meeting per year, the Director must
immediately submit to the Secretary a written explanation detailing the reason
for the prolonged absence and an approximate date range of the absence.
C. If a Director fails to follow the procedures
outlined in Article IV, Section 2, Paragraph B, the
Director may be removed by the Board of Directors if it is deemed to be in the
best interests of the Association, but the removal shall be without prejudice
to the contract rights, if any, of the Director so removed.
Section 3. Vacancies
Any directorship to be filled
by reason of a vacancy or an increase in the number of Directors may be filled
by election at any regular meeting of the Board of Directors or at a special
meeting of the Board of Directors called for that purpose. A Director elected to fill a vacancy shall
serve until the next election.
Section 4. Regular
Meetings
During each fiscal year of
the Association, a minimum of two (2) regular meetings of the Board of
Directors will be held. These may
include the election of Officers of the Association and the transaction of such
other business as may come before the Board.
If there is a general meeting of members, the Board meeting shall be
held without other notice than by these Bylaws at the same place as the meeting
of members. The Board of Directors may
provide, by resolution, the time and place for the holding of additional
regular meetings of the Board of Directors without other notice than such
resolution.
Section 5. Special
Meetings
Special meetings of the Board
of Directors may be called by the President or by any two (2) Directors. The purpose of each special meeting shall be
set forth in the written notice for such meeting. The person or persons authorized to call
special meetings of the Board of Directors may fix any special meeting of the
Board of Directors called by them.
Section 6. Notice
Meetings of the Board of
Directors may be held at any time or place for any purpose without notice when
all the Directors are present or shall waive notice of, or consent to, the
holding of such meeting. A written notice
of each special meeting of the Board of Directors, stating the place, date,
hour and purpose of the meeting, shall be delivered personally, sent by U.S. mail, or by electronic mail, to each
Director at his or her address as shown by the records of the Association at
least five (5) days before the date of such meeting. Any Director may waive notice of any meeting
of the Board of Directors, except when a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Any Director may participate and act at any meeting of the Board of
Directors through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can
communicate with each other.
Section 7. Quorum
Five (5) members of the Board
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. If a
quorum is not present at any meeting of the Directors, a majority of the
Directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum of Directors
shall be present. Any meeting of the
Directors at which a quorum is present may also be adjourned by a vote of the
majority of the Directors present for such time as may be necessary or
convenient. At any such adjourned meeting, any business may be
transacted which might have been transacted by a quorum of the Directors at the
meeting as originally convened.
Section 8. Manner of
Acting
The act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by
statute, or by these Bylaws.
Section 9. Compensation
Directors as such shall not
receive any compensation for their services provided, however, that nothing
contained in these Bylaws shall be construed to preclude any Director from
serving the Association in any other capacity, and receiving compensation
therefore.
Section 10. Informal
Action by Directors
Any action required by law to
be taken at a meeting of Directors, or any action which may be taken at a
meeting of Directors, may be taken without a meeting if the consent in writing,
setting forth the action so taken, is confirmed by a majority of the Directors.
Section 11. Affiliations
The Board of Directors shall not solicit within the
Association for business ventures, organizational campaigns, or political or
religious causes, outside the Association, nor accept on behalf of the
Association any contribution, gift, bequest or devise with the express or
implied purpose of supporting such causes.
Article V – Honorary and Advisory Directors
Section 1. Designation
The Board of Directors shall
have the power to appoint such persons as they shall determine to act as
Advisory or Honorary Directors of the Association.
Section 2. Term
Advisory Directors and
Honorary Directors shall serve for such term as the Board of Directors shall determine.
Section 3. Duties and
Rights
The Board of Directors and
the Officers of the Association may consult with and seek the advice of
Advisory Directors and Honorary Directors with respect to any of the affairs of
the Association. The Advisory Directors
and Honorary Directors shall not have the right to vote on any matter.
Section 4. Meetings
The Board of Directors may
invite any Advisory Director or Honorary Director to attend any meeting of the
Board of Directors.
Article VI – Officers
Section 1. General
The Officers of the Association
shall consist of a President, a Vice-President, a Treasurer, a Secretary and
such other Officers (including additional Vice-Presidents) as may be elected in
accordance with this Article. Any two
(2) offices may be held by the same person, except the offices of President and
Secretary. These specifically must be
held by two (2) separate people.
Section 2. Election and
Tenure
The Officers shall be elected
by the Board of Directors at the regular annual meeting of the Board of
Directors. If the election of Officers
shall not be held at such meeting, such election shall be held as soon
thereafter as is convenient for the Directors. New offices may be created and filled at
any meeting of the Board of Directors. Each Officer shall hold office for a term of
two (2) years and until his or her successor has been duly elected and
qualified. Each Officer shall be a
member of the Board of Directors of the Association.
Section 3. Removal
Any Officer may be removed by
the Board of Directors whenever in its judgment the best interests of the
Association would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the Officer so removed.
Section 4. Vacancies
A vacancy occurring in any
office because of death, resignation, removal, disqualification
or otherwise may be filled by the Board of Directors for the unexpired portion
of the term.
Section 5. President
The President shall be the
chief executive officer of the Association and shall, subject to the Board of
Directors, in general, supervise and control all of the business and affairs of
the Association. The President shall
preside at all meetings of the members and of the Board of Directors. The President shall have power to sign and
execute, with the Secretary or any other proper Officer of the Association
authorized by the Board of Directors, any contracts, agreements or other
documents, instruments or obligations which the Board of Directors has
authorized to be executed; keep a register of the Association members and their
post office addresses; and in general shall perform all duties incident to the
office of the President and such other duties as may be prescribed by the Board
of Directors from time to time.
Section 6.
Vice-President(s)
Vice-President(s) of the
Association shall, in the absence, disability or refusal to act of the
President, perform the duties of the President, and when so acting shall have
all of the powers and be subject to all of the restrictions upon the
President. The Vice-President(s) shall
perform such duties as may from time to time be assigned to them by the
President or by the Board of Directors.
In the event more than one vice presidential position is created by the
Association, the order of succession for the Vice-President(s) shall be
determined by the Executive Committee of the Association.
Section 7. Treasurer
The Treasurer, subject to the
supervision and direction of the Board of Directors, shall have custody of and
be responsible for all funds and securities of the Association; receive and
give receipts for monies due and payable to the Association from any source
whatsoever, and deposit all such monies in the name of the Association in such
depositories as may be designated by the Board of Directors; be the custodian
of the corporate records; and, in general, perform all duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him or her by the President or by the
Board of Directors. Whenever required by
the Board of Directors, the Treasurer shall render a statement of his or her
cash accounts and, at all reasonable times, exhibit his or her books and
accounts to any of the Directors.
Section 8. Secretary
The Secretary shall act as
the clerk of all meetings of the Board of Directors and members; keep minutes
of such meetings in one or more minute books provided for that purpose; give or
cause to be given notice of all meetings of the members and of the Board of
Directors; perform or cause to be performed such other duties as may be
prescribed by the President or the Board of Directors; and in general, perform
or cause to be performed all duties incident to the office of Secretary.
Article VII – Committees
Section 1. Committees of
Directors
The Board of Directors by
resolution adopted by a majority of the Directors in office shall elect an
Executive Committee which shall consist of three or more Officers of the
Association. The Executive Committee, to
the extent provided in said resolution, shall have and exercise the authority
of the Board of Directors in the management of the Association provided,
however, that no such committee shall have the authority of the Board of
Directors to: (a) amend, alter or repeal the Bylaws; (b) elect, appoint or
remove any member of any such committee or Director or Officer of the
Association; (c) amend the Articles of Incorporation; (d) adopt a plan or
merger or consolidation with another corporation; (e) authorize the sale,
lease, exchange or mortgage of all or substantially all of the property and
assets of the Association; (f) authorize the voluntary dissolution of the
Association or revoke proceedings therefore; (g) adopt a plan for the
distribution of assets of the Association; or (h) amend, alter or repeal any
resolution of the Board of Directors which by its terms provides that it shall
not be amended, altered or repealed by such committee. The election of any such committee and the
delegation thereto of any authority shall not operate to relieve the Board of
Directors, or any individual director of any responsibility imposed upon it or
him or her by law.
Section 2. Nominating
Committee
The Executive Committee shall
designate and appoint a Nominating Committee which shall consist of three or more
Directors (other than the President).
The Nominating Committee shall present to meetings of the members
nominees for directorships to be filled at such meetings and present to
meetings of the Board of Directors nominees for directorships and offices of
the Association to be filled at such meetings.
Section 3. Other
Committees
Other committees not having
and exercising the authority of the Board of Directors in the management of the
Association may be designated by a resolution adopted by a majority of the
Directors present at a meeting at which a quorum is present, or by a committee
appointed pursuant to Article VII, Section 1.
(Suggested committees include committees for programming, membership and
resource development.) Except as otherwise provided in such resolution, members of a
committee designated pursuant to this Section shall be appointed by the
President of the Association or the presiding Officer as the President’s
surrogate in consultation with the Board of Directors. Any such member may be removed by the
President whenever in his or her judgment the best interests of the Association
shall be serviced by such removal.
Section 4. Terms of
Office
Each member of a committee
shall continue as such for a term of two years and until his successor is
appointed, unless the committee shall be sooner terminated, or unless such
member shall cease to qualify as a member thereof.
Section 5. Chairman
One member of each committee
shall be appointed chairman by the President of the Association (or the
presiding officer as the President’s surrogate) in consultation with the Board
of Directors.
Section 6. Vacancies
Vacancies in the membership
of any committee may be filled by appointments made in the same manner as
provided in the case of the original appointments.
Section 7. Quorum
Unless otherwise provided in
the resolution designating a committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the members present at a
meeting at which a quorum is present shall be the act of the committee.
Article VIII – Contracts, Checks, Deposits and Funds
Section 1. Contracts
The Board of Directors may
authorize any Officer or Officers, agent or agents of the Association, in
addition to the Officers so authorized by these Bylaws, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Association, and such authority may be general or confined to specific
instances.
Section 2. Checks and
Drafts
All checks, drafts or orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the Association shall be signed by such Officer or Officers, agent
or agents of the Association and in such manner as shall from time to time be
determined by resolution of the Board of Directors. In the absence of such determination by the
Board of Directors, such instruments shall be signed by the Treasurer and
countersigned by the President or a Vice President.
Section 3. Deposits
All funds of the Association
shall be deposited from time to time to the credit of the Association in such
banks, trust companies or other depositories as the Board of Directors may
select.
Section 4. Gifts
The Board of Directors may
accept, on behalf of the Association, any contribution, gift, bequest or devise for the general purposes or for any
special purpose of the Association.
Article IX – Books and Records
The Association shall keep
correct and complete books and records of account and shall also keep minutes
of the proceedings of its members, Board of Directors and committees having any
of the authority of the Board of Directors, and shall keep at a designated
location a record giving the names and addresses of the members entitled to
vote. All books and records of the
Association may be inspected by any member, or his or her agent or attorney,
for any purpose at a reasonable time.
Article X – Fiscal Year
The fiscal year of the
Association shall begin on the first day of January and end on the last day of
December in each year.
Article XI – Waiver of Notice
Whenever any notice is
required to be given under the provision of any applicable laws or by the
Bylaws of the Association, a waiver thereof in writing signed by the party or
parties entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Article XII – Parliamentary Authority
Except as otherwise set forth
herein, all meetings of the members, Board of Directors, Executive Committee
and any other committee of the Association shall be conducted under the
appropriate rules of procedure as provided for in the most recent revised
edition of Robert’s Rules of Order.
Article XIII – Amendments to Bylaws
These Bylaws may be altered,
amended or repealed, and any bylaws may be adopted by a vote of two-thirds of
the Directors present at any regular or special meeting of the Board of
Directors at which a quorum is present, provided that at least ten (10) days’
written notice shall have been given to each Director of an intention to alter,
amend or repeal or adopt any bylaws at such meeting.
Article XIV – Dissolution
The Board of Directors may
dissolve the Association by resolution adopted by at least 75 percent of the
Directors in office after at least thirty (30) days’ written notice of any
Director’s intention to introduce such a resolution. Such dissolution shall in no way personally
benefit any member, Director or Officer of the Association; and upon such
dissolution, none of the assets of the Association shall be distributed to any
member, Director or Officer of the Association.
Upon such dissolution, the assets of the Association shall be
distributed by the Board of Directors to be used for the benefit of