Bylaws of East Central High School Alumni Foundation, Inc.
Article I- NAME
Section 1. The name of this corporation shall be: "East Central High School Alumni Foundation, Inc."
Article II- PURPOSE
Section 1. The purpose of this corporation shall be to promote the advancement of educational excellence at EAST CENTRAL HIGH SCHOOL; to financially assist programs and projects for the enrichment of EAST CENTRAL HIGH SCHOOL'S academic, cultural, athletic and other activities for the benefit of the student body and faculty; and to establish a beneficial relationship between EAST CENTRAL HIGH SCHOOL and its alumni.
Article III- MEMBERSHIP AND DUES
Section 1. Membership in this corporation shall be available to all graduates of EAST CENTRAL HIGH SCHOOL and to others who desire to advance the educational programs of EAST CENTRAL HIGH SCHOOL by participating in the activities of the corporation.
Section 2. Membership in the corporation shall be divided into such classifications as may be deemed appropriate from time to time by the Board of Directors.
Section 3. A member shall be in good standing upon the payment of such dues and shall continue in good standing for such period or periods as may be established by the Board of Directors.
Article IV- BOARD OF DIRECTORS
Section 1. The management of the corporation and the responsibility for its operation shall be vested in a Board of Directors. Any member of the corporation shall be eligible to serve as a director.
Section 2. The Board of Directors shall be composed of a minimum of three members and a maximum of thirty elected members, as determined from time to time by the Board. If the Board increases the number of Directors (subject to the maximum of thirty), the Board shall have the right to fill the Board memberships created by such increase by appointment, and the appointees shall serve until the next regular election.
Section 3. In addition to the elected members, the Principal of EAST CENTRAL HIGH SCHOOL shall serve as an ex officio member of the Board. The President of the Corporation shall be authorized to appoint not more than three members of Alumni Association to serve as directors for a term of one year. Such appointments shall be subject to confirmation by the Executive Committee.
Section 4. Each elected member of the Board of Directors shall serve for a three-year term. In exercising its authority to determine the number of members of the Board, the Directors shall take such action as is appropriate so that the terms of one-third of the Directors shall expire each year.
Section 5. A majority of the Board of Directors shall constitute a quorum for all purposes until the number of directors exceeds fifteen; thereafter, one-third of the Board of Directors shall constitute a quorum for all purposes.
Section 6. The election of Directors shall be conducted by mail-in balloting by members of the Corporation with a date for counting of ballots to be set by the President.
Section 7. At least seventy-five (75) days prior to the date set for counting of mail-in ballots, the President shall appoint a Nominating Committee of seven (7) members, four (4) of whom shall be members of the Board and three (3) of whom shall be selected from the membership at large.
(a) The Committee shall have approximately twenty-five (25) days to develop a slate by selecting one (1) nominee for each vacancy on the Board after first obtaining the consent of each nominee to serve.
(b) At least fifty (50) days prior to the ballot counting date, the Committee's slate of nominees shall be announced to the membership.
(c) Additional nominations may be made by petition signed by ten (10) members, the consent of each nominee first having been obtained. Petitions for such nominations shall be delivered to the Committee at least thirty (30) days before the date for counting ballots.
(d) At least fifteen (15) days prior to the date for counting, the Committee shall mail each member a ballot and a self-addressed return envelope with instructions to sign the envelope.
(e) The Committee shall be responsible for opening and counting ballots on the appointed date and reporting the results to the President.
(a) Each member shall have a total number of votes equal to the number of vacancies on the Board of Directors.
(b) Each member shall be allowed to cast one (1) vote per candidate.
(c) The existing vacancies on the Board of Directors will be filled by the requisite number of candidates receiving the largest number of votes.
(d) In case of a tie vote to fill a vacancy, the winner shall be determined by a vote of the members of the Board of Directors, with any contestant abstaining.
Section 9. Vacancies in elected positions to the Board of Directors shall be filled by appointment by the Board of Directors at its meeting next following the creation of such vacancy. A director so appointed shall serve until the expiration of the term of the vacated office.
Article V- OFFICERS
Section 1. The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such assistant secretaries and assistant treasurers as the Board of Directors deem appropriate. The officers shall be selected from the Directors of the Corporation.
Section 2. The President shall be the chief administrative and executive officer of the corporation and shall exercise all the prerogatives and be charged with all the duties incident to the office. The president shall preside at all meeting of the Board of Directors and shall have general supervision, direction, and control of the Business and affairs of the corporation.
Section 3. The Vice President(s) shall assume the duties and exercise the power of the President in the absence or disability of the President and shall perform such duties as the Board of Directors shall designate.
Section 4. The Secretary shall keep records of all meetings of the Board of Directors and be charged with all duties customarily incident to such office.
Section 5. The Treasurer shall receive and account for all monies of the corporation, shall disburse such funds under the direction of the Board of Directors, and shall be charged with all the duties customarily incident to such office.
Section 6. Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as the Board of Directors may delegate to such offices.
Section 7. Each officer shall serve for a term of two years.
Section 8. No Officer shall be eligible for re-election to the same office for more than three consecutive terms, plus any portion of a term to which he/she shall have been appointed to fill an unexpired term.
Section 9. The election of Officers shall take place at the first Board meeting following the annual meeting of the members of the corporation. The first Board meeting following the annual meeting shall be held within two weeks following the annual meeting.
Section 10. Officers shall be elected by a majority vote of the members of the Board of Directors who shall be present and voting at the first meeting of the Board of Directors following the Annual meeting of the corporation. Vote by written ballot shall be mandatory upon request by any member of the Board.
Article VI- EXECUTIVE COMMITTEE
Section 1. The Executive Committee shall be composed of the Officers of the corporation.
Section 2. The Board of Directors may delegate to the Executive Committee any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation.
Section 3. The Executive Committee shall meet as called by the President or on the request of any three members thereof. During intervals between meetings of the Board of Directors, the Executive Committee may act in all matters concerning the interest and management of the affairs of the corporation.
Section 4. the Executive Committee shall keep regular minutes of its proceedings.
Article VII- MEETINGS
Section 1. The annual meeting of the members of the corporation shall be held during the month of October at such time, date and place as shall be designated by the Board of Directors. Written notice of the meeting shall be given to all members by mail not more than twenty days but at least 10 days prior to the meeting.
Section 2. Special meetings of the corporation shall be called by the written request of more than ten percent of the total number of members.
Section 3. All members in good standing shall be eligible to vote at meetings of the corporation members.
Section 4. The Board of Directors shall meet at such times and places as it determines. Meetings of the Board shall be open to all members.
Section 5. A special meeting of the Board of Directors may be called by the President for any purpose deemed necessary or upon the request of a quorum of the Board. Notice of such meeting shall be given at least seven days prior to such meeting and such shall state the purpose for which the meeting is called. No business other than that disclosed on the notice shall be transacted at any special meeting.
Section 6. Meetings of the members of the corporation, its Board, and all committees shall be governed by Roberts Rules of Order.
Article VIII- COUNCIL OF PAST PRESIDENTS
Section 1. The Council of Past Presidents shall be composed of the past Presidents of the EAST CENTRAL HIGH SCHOOL ALUMNI FOUNDATION, INC.
Section 2. The Council of Past Presidents shall meet at such time and place as it from time to time shall determine for the purpose of giving counsel to the current President. It is the duty of this body to observe the functioning of the EAST CENTRAL GHIH SCHOOL ALUMUNI FOUNDATION and to make recommendations to fulfill the objectives and purposes of the Corporation. The immediate past President shall serve as the chair of the Council; in the even he/she is unable to serve, the Council shall elect its chair.
Section 3. A quorum shall consist of two or more members of the council of Past Presidents present at any meeting.
Article IX- COMMITTEES
Section 1. the Board of Directors shall have the right, from time to time, to establish such standing and special committees, and to fix the duties thereof, as the Board of Directors deems appropriate.
Section 2. All Committee chairpersons shall be appointed by the President.
Article X- INDEMNIFICATION
Section 1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee, member of a committee, or agent of the Corporation, or is or was serving at the request of a committee, or agent of another association, partnership, joint venture, trust, or enterprise, against expenses and reasonably incurred by such person in connection with such action, suit, or proceeding if such person believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, with no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that the conduct was unlawful.
Section 2. The Corporation shall indemnify any person who was or is a party or is threatened to be a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such a person is or was a director, officer, employee, member of a committee, or agent of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, office, employee, member of a committee, or agent of the Corporation, or is or was serving at the request of a committee, or agent of another association, partnership, committee, or agent of expenses (including attorney's fees) actually or reasonably incurred by such a person in connection with the defense or settlement, or such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the Corporation, unless and only to the extent (1) that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to the indemnity for such expenses which such court shall deem proper, or (2) the Board of Directors may determine pursuant to Article IV section 10.
Section 3. To the extent that a director, officer, employee, member of a committee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 1 and 2, or in defense of any claim or any matter therein, such person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by such person in connection therewith; provided, however, that nothing contained in this paragraph shall limit the ability of the Corporation to provide indemnity including costs of counsel as provided elsewhere in this statement.
Section 4. Subject to the procedure set forth in Section 2, any indemnification under Section 1 and 2 (unless otherwise ordered by a court) shall be made by the Corporation only as authorized by the specific case upon a determination that the indemnification of the director, officer, employee, member of a committee, or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made by the Board of Directors according to Article IV Section 10 of the bylaws.
Section 5. Expenses (including attorney's fees) incurred in defending a civil suit or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized in the manner provided in Section 4 upon receipts of an undertaking by or on behalf of the director, officer, employee. Member of a committee, or agent to repay such amount unless it shall ultimately be determined that such person is entitled to indemnification by the Corporation.
Section 6. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any other Bylaws, resolutions, or agreement, or otherwise, both as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, committee member, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
Section 7. The Corporation may purchase and maintain on behalf of any person who is or was a director, officer, employee, committee member, or agent of officer, employee, committee member, or agent of another association, partnership, joint venture, trust, or other enterprise against liability asserted against such person and incurred by such person's status as such, whether or not against the Corporation would have the power to indemnify such person against such liability under the provisions of this statement.
Section 8. Each person who shall serve as a director or officer of the Corporation, or, at the request of the Corporation, as the dire tor, officer, employee, or agent of an association, partnership, joint venture, trust, or other enterprise, shall be deemed to be doing so in reliance upon the rights of indemnification provided. The rights of indemnification provided shall not apply to actions, suits, or proceedings, or any claims, issues or matters therein in which any person seeks recovery or a share in a recovery from, or the benefit of, any remedy against the Corporation.
Article XI- FISCAL YEAR
Section 1. The fiscal year of the corporation shall commence on the first day of January each year and end on the 31st day of December each year.
Article XII- AMENDMENTS
Section 1. Amendments to these Bylaws may be upon two-thirds vote at any meeting of the Board of Directors, provided written notice containing a substantial text of the proposed amendment or amendments shall be mailed to each of the Board of Directors at least ten days before said meeting.