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BYLAWS OF CAMELBACK HIGH SCHOOL ALUMNI ASSOCIATION
ARTICLE I. PURPOSE
Camelback High School Alumni Association (the "Association"). operating under the laws of the State of Arizona is a nonprofit, educational, and cultural corporation which exists for the principal purpose of conducting and coordinating activities designed to enhance the educational experience of students attending Camelback High School, Phoenix, Arizona ("CBHS"), including, but not limited to, the following:
To create and formulate an organization of concerned, skilled and resourceful alumni to counsel, mentor, tutor, and fund programs that support and foster excellence in the educational experience of students attending CBHS;
To promote academic excellence at CBHS;
To fund scholarships for college bound CBHS graduates;
To support and encourage programs in the fine arts, music, athletics and other extracurricular activities at CBHS;
To offer employment counseling and job opportunities for CBHS
To preserve the heritage and traditions of CBHS;
To provide a forum for alumni to reconnect with students, facility, staff and administration of CBHS;
To foster participation in the Association by alumni, faculty, administrators, staff, friends, and parents of CBHS through a web site, social activities and reunions;
To recognize and publicize the achievements of alumni, faculty, administration, the student body and staff of CBHS; and
To support public education.
ARTICLE II. STATUTORY MEMBERS
Section 2.1. Statutory Members.
Statutory Members of the Association, as contemplated by the applicable provisions of the Arizona Revised Statutes shall consist of the members of the Board of Directors, and each of them, as same may be duly elected and serving at the time and from time to time.
Section 2.2. Election and Terms of Directors.
Annually, in January, on such date as the Board of Directors shall determine, the Board shall meet in their capacity as Statutory Members of the Association and shall elect the members of the Board of Directors who shall serve until their respective successors have been duly qualified and elected. Provided, however, commencing at the Annual Meeting of Statutory Members held in 2011, the Board of Directors of the Association shall be divided into two classes, Class I and Class II, with respect to their terms of office. Each Class shall be as nearly equal in number as possible. Subject to such limitation, when the number of Directors is changed, any newly created Directorships or any decrease in Directorships shall be apportioned among the Classes by action of the Board of Directors. The terms of office of the Directors initially classified shall be as follows: that of Class I shall expire at the Annual Meeting of the Statutory Members to be held in 2012 and that of Class II shall expire at the Annual Meeting of Statutory Members to be held in 2013. At each Annual Meeting of Statutory Members held after such initial classification, Directors to replace those whose terms expire at such Annual Meeting shall be elected to hold office until the second succeeding Annual Meeting.
ARTICLE III. NON-STATUTORY MEMBERS
Section 3.1. Composition.
The Non-Statutory Members of the Association shall be known as "members." and shall consist of those persons who have an interest in the purposes for which the Association was formed and who shall have properly remitted the dues as provided in Section 3.2 of these By-Laws.
Section 3.2. Dues.
The Board of Directors shall determine, from time to time, the dollar amount of annual dues to be paid by the Association's members and such annual dues shall be paid by February 1 of each year; provided, however, the Board of Directors shall determine, from time to time, the amount of annual dues, if any, which shall be pro-rated as a result of a member joining the Association during the calendar year.
Section3.3. Membership Period.
The membership period shall be for the twelve months beginning on January 1 of each year.
Section 3.23. Annual Meeting.
The Association shall conduct an annual general meeting of members in October on such date as shall be determined, from time to time, by the Board of Directors. During such meeting, a representative of the Board of Directors shall report on the operations, activities and financial condition of the Association for the previous fiscal year and the nine months ended prior to the annual meeting.
ARTICLE III. BOARD OF DIRECTORS
Section 3.1. Composition.
The Board of Directors of the Association shall consist of not less than five nor more than twenty persons, the number of which shall be determined, from time to time, by the Board of Directors of the Association and such Directors shall be elected as provided in Article II of these By-Laws.
Section 3.2 Management of Business and Affairs.
The business and affairs of the Association shall be managed and controlled by its Board of Directors which may exercise all such powers of the Association and do all such lawful acts and things as are not prohibited by law or by the Articles of Incorporation or by these Bylaws .
Section 3.3. Resignation; Removal; Vacancies.
Any director may resign at any time upon written notice to the Association and may be removed at any time by action of the Board of directors. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than quorum and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified.
Section 3.4 Regular Meetings.
Regular meetings of the Board of Directors may be held at such places within or without the State of Arizona and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.
Section 3.5. Special Meetings.
Special meetings of the Board of Directors may be held at any time or place within or without the State of Arizona whenever called by the Chairman of the Board of Directors, the President or by any other member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.
Section 3.6. Telephonic Meetings Permitted.
Members of the Board of Directors may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 3.7. Quorum; Vote Required for Action.
At all meetings of the Board of Directors, a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the Articles of Incorporation or these Bylaws otherwise provide, the vote 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.
Section 3.8. Organization.
Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his or her absence, by the President, or in their absence, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence, the chairman of the meeting may appoint any person to act as secretary of the meeting.
Section 3.9. Informal Action by Directors.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.
Section 3.10. Director Compensation.
Directors shall not receive compensation for acting as such.
Section 3.11. Committees
The Board of Directors may designate one or more committees, each committee to consist of one or more of the Members of the Board of Directors. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter, and repeal rules for the conduct of its business.
ARTICLE IV. OFFICERS OF THE ASSOCIATION
Section 4.1 Designation and Election of Corporate Officers.
The officers of the Association shall be the Chairperson, the President, who shall be the principal executive officer of the Association and who may be the same person as the Chairperson; the Secretary and the Treasure; in addition, the Association may have one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers as the Board of Directors shall determine by Board Resolution. Each year, on such date in January as the Board of Directors of the Association shall determine, the Board shall elect officers of the Association who shall serve for one year or until their respective successors have been duly qualified and elected Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.
Section 4.2. Duties of the Board Chairperson.
The Board Chairperson shall preside at all meetings of the Association and shall have all the duties which that position would customarily require, appointing committees of the Board of Directors and all other duties assigned to him/her under these bylaws or by board resolution. He/she shall be an ex-officio member of all board committees.
Section 4.3. President.
The President, as Chief Executive Officer of the Association shall have the authority to plan, organize, direct and control all of the services, activities and resources of the Association in accordance with the policies and directives of the Board of Directors, and to make and enforce necessary rules and regulations. In the absence of a policy or directive, the President shall have the authority to take appropriate action, with all disputed or uncertain authorities to be subsequently resolved by the Board of Directors.
Section 4.4. Vice President(s).
The Vice President(s) shall report to the President of this Association and shall perform such duties and have responsibilities as may be prescribed from time to time by the President or the Board of Directors.
Section 4.5. Duties of the Secretary.
The secretary shall act as secretary of the Association and the Board of Directors, shall send appropriate notices or waivers of notice regarding Board Meetings, shall prepare agendas and other materials for all meetings of board of directors, shall act as official custodian of all records, reports and minutes of the Association, and shall be responsible for the keeping and reporting of adequate records of all meetings of the Board of Directors, and shall perform such other duties as are customarily performed by or required of corporate secretaries. The secretary is accountable to the Board of Directors.
The treasurer shall have custody and control of all funds of the Association and shall have such duties as are customarily performed by or required of corporate treasurers. The treasurer shall ensure that a true and accurate accounting of the financial transactions of the Association made periodically, that reports of such transactions are presented to the Board of Directors, and that all accounts payable are presented to such representatives as the board may designate for authorization of payment.
Section 4.7. Duties of the Assistant Treasurers and Assistant Secretaries.
The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or secretary, respectively, or by the President or the Board of Directors. If required by the Board of Directors, the assistant treasurers shall give bonds for the sureties as the Board of Directors shall determine. The assistant treasurers and assistant secretaries shall be accountable respectively to the treasurer and secretary.
ARTICLE V. CORPORATE SEAL
The Board of Directors may, but shall not be required to, adopt a corporate seal.
ARTICLE VI. FISCAL MATTERS
Section 6.1. Fiscal Year.
The fiscal year of the Association shall commence on January 1, of each year and shall end on December 31, of each year.
Section 6.2. Contracts.
The president or his/her express designees shall be authorized to execute contracts on behalf of the Association. In addition, the Board may authorize other officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, with such authority being either general or confined to specific instances.
Section 6.3. Budgets.
The Board of Directors of the Association shall prepare or have prepared the annual operating and capital expenditure budgets of the Association.
Section 6.4. Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association or to the Association, shall be signed or endorsed by such officer or officers, or agents of the Association and in such manner as shall from time to time be determined by resolution of the board.
Section 6.5. Deposits.
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select.
Section 6.6. Maintenance of Records.
The Association shall keep correct and complete books and records of account and other records of the activities of the Association as may be appropriate. All such records shall be open to inspection upon the demand of any members of the Board of Directors.
ARTICLE VII. CONFLICTS OR DUALITY OF INTEREST
Section 7.1. Purpose. The purpose of this policy statement is to acknowledge that there will be instances in which persons who serve on the Board of Directors of the Association, who act as officers of the Association or who in other capacities will interact with the Association, may have roles wherein their interests will be of a dual nature to their role in relationship with the Association. In other instances, the dual role may elevate to that of a conflict, whereby the actions of the person may be detrimental to the best interests of the Association. Additionally, all persons who serve on the Board of Directors, who are employed by the Association, or who work with the Corporation need to have an awareness of the perception of conflict, even when no actual conflict exists. This policy is thus intended to address these issues, and where appropriate, have procedures put in place to resolve them.
Section 7.2. Definitions. For the purpose of this policy, the following definitions shall apply:
1. Duality of interest
A duality of interest means that a person serves in more than one capacity, and in serving in that dual capacity, the acts or omissions of the Association may impact upon the secondary role of the individual.
2. Conflict of Interest
A conflict of interest will be those instances where the acts or omissions of the individual who has a dual role will serve to the benefit of the individual in one of the two dual positions, and to the damage or detriment of the other position.
Section 7.3. Procedure.
It is acknowledged that in performing its functions and conducting its activities, the Board of Directors is doing the work of the Association. In that respect, all members of the Board of Directors will have an inherent duality of interest with respect to any decision which the Association makes. There may be instances, however, when the specifics of a decision or a proposal will narrow down to the personal benefit of a specific members of the Board of Directors. In light of the inherent dual nature of all members of the Board of Directors, all discussion and voting will be open to all members of the Board of Directors. It shall be the prerogative of the Chairperson, however, where a decision has been made by a plurality of one vote, to determine whether it will be appropriate for a particular members of the Board of Directors whose interest is disproportionate to abstain from voting on that issue.
Employees or other agents will be periodically requested to share with the Board of Directors, information concerning any transactions in which they may participate which may give rise to dual or conflicting interest. Such may be resolved by means of such individuals sharing such information on an annual or other basis with the Chairperson.
ARTICLE VIII. LIABILITY
No member, director, officer or committee of this Association or other person shall contract or incur any debts on behalf of the Corporation other than in the regular course of his/her employment, or in any event render it liable unless authorized by the Board of Directors. No officer, committee, or employee of the Association is authorized to promise moral or financial support of any charitable or other objective without the approval of the Board of Directors.
ARTICLE IX. INDEMNIFICATION
Section 9.1. Board Indemnification.
Indemnification by the Association for its members, directors, officers and agents as defined below, shall be as broad as permitted by Arizona law governing non-for-profit institutions in effect at the time the incident leading to the request for indemnification occurs. The right of an individual director, officer or agent to receive said indemnification shall be determined by a majority vote of the Board of Directors who are not involved in the incident leading to the request for indemnification. Said non-involved directors shall also have the authority to pay the reasonable expenses as incurred in defense of the action which is subject of the indemnification request. Any prior limitations of the Corporation on such indemnification are hereby removed. This indemnification right shall inure to the benefit of the heirs, executors, administrators and personal representatives of such person.
Section 9.2. Insurance of Risk.
The Board of Directors shall have the authority to purchase insurance to cover obligations arising out of this extension of indemnification, or other liabilities including the costs of defending any actions against an officer, director or agent of the Association, as such insurance is deemed necessary and appropriate by said board.
ARTICLE X - NON-DISCRIMINATION
The Association recognizes the rights of all persons to equal opportunity in employment, compensation, promotion, education, positions of leadership and power, and shall not at any time discriminate against any employee, applicant for employment, Director, Officer, member, contractor or any other person with whom it deals, because of race, color sex, national origin, or handicap, if otherwise qualified.
ARTICLE XI. AMENDMENTS
These bylaws may be recommended for amendment by a simple majority vote of the Board of Directors then serving at the annual meeting or any regular or special meeting of the board, provided that a description of the proposed amendment(s) shall have been published in or with the notice of the meeting.
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