Rancho Alamitos alumni association (ra3)
             Initiated 29 March 2008 and Incorporated 29 April 2009

Rancho Alamitos Alumni Association (RA3) By-Laws

These By-Laws were tentatively approved by the  RA3 formation committee on August 15, 2009. and then amended to clarify and include Articles IX & X, which was unanimously approved on March 13, 2010. Subsequent updates have been made and the following document reflects all changes as of January 15, 2014.

 


RANCHO ALAMITOS ALUMNI ASSOCIATION, Inc. ( RA3)

A CALIFORNIA NON-PROFIT CORPORATION

By-Laws


 


ARTICLE I

NAME AND LOCATION OF OFFICES

1.1 Name

The name of the corporation is RANCHO ALAMITOS ALUMNI ASSOCIATION, Inc. ( RA3 ), a California non-profit corporation (hereinafter the "Association"). The Association may also use such similar names and related logos and marks as the Board of Directors of the Association may from time to time authorize.

1.2 Location

The principal offices of the Association shall be Rancho Alamitos High School, 11351 Dale Street, Garden Grove, CA 92841, and such other offices as the Board of Directors (hereinafter the "Board") may from time to time authorize. Meetings of the members of the Association and the Board may be held at such places within the State of California, County of Orange as may be designated by the Board.

ARTICLE II

PURPOSES OF ASSOCIATION

2.1 Purpose

The purposes of the Association shall be those set forth in its Articles of Incorporation, as well as those purposes contained in the Mission Statement and other resolutions which the Board may from time to time adopt in conformity therewith.

ARTICLE III

ASSOCIATION MEMBERSHIP

3.1 Members

The Association shall have the following classifications of members, and the requirements for each respective membership class shall be:

3.1.1 General Alumni Members

3.1.1.1 All graduates of Rancho Alamitos High School (hereinafter "Rancho") who have successfully completed the requirements necessary to receive a diploma.

3.1.1.2 Any person who has successfully completed at least one semester at Rancho, and who shall make written request for membership in the Association.  

3.1.1.3 Any person, group of persons, or organization not otherwise eligible for membership who: (i) has demonstrated noteworthy interest in the well-being and improvement of Rancho or the Association by particular activities at Rancho, or in their community, State, or country, and (ii) is recommended for membership by the President of the Association or the Principal of Rancho and approved by two thirds of the Board at a board meeting.

3.1.2 Active Alumni Members

Any person who is a General Alumni Member of the Association and shall have paid the current Alumni dues, or paid the lifetime dues, prescribed therefore by the Board, shall also be an Active Alumni Member. Active Alumni Members shall be entitled to vote and to receive such other benefits as the Board may from time to time establish.

3.2 Friends of Rancho

Any person, group of persons, or organization not otherwise eligible for membership who wishes to receive all publications from and information about the Association may become a "Friend of Rancho" by paying the current dues prescribed therefore by the Board. Each Friend of Rancho shall be a non-voting associate of the Association, and shall receive such other benefits as the Board may from time to time establish.

ARTICLE IV

MEETINGS OF MEMBERS

4.1 Annual Meetings

Annual meetings of the members of the Association will coincide with the Annual Picnic to be held in the spring prior to the end of June, at the Board's discretion, at the principal office of the Association, or at such other place that the Board may designate by notice. At the annual meeting, all members of the Association shall receive the results of the current election of Directors by the Active Alumni Members, and the Active Alumni Members may transact any and all business.

4.2 Special Meetings

Special meetings of the members of the Association may be called at any time and place by the President, or the Secretary, or by any three (3) Directors, or by Active Alumni Members holding at least ten percent (10%) of the voting power of the Association, giving at least ten (10) days written notice, addressed to each member, and mailed to him/her at his/her address as it appears on the books of the Association, or if the same does not so appear, then addressed to his/her last known address prior to such special meeting. The purpose of the meeting shall be stated in the notice. Personal service of written notice, facsimile written notice, e-mailed notice, or telephone oral notice, may be used in the place of written mailed notice.

4.3 Quorum at Special and/or Annual Meetings

A majority of the Board Members present shall constitute a quorum to conduct business at an Annual or Special Meeting. In the absence of a quorum, no business shall be transacted; other than to adjourn the meeting to another time for which other notice need not be given.

4.4 Voting

All members may attend any annual or special meetings of members, but only Active Alumni Members may vote. Each Active Alumni Member shall have one (1) vote on each question that comes before a meeting of the members. Should a group of persons or an organization hold an active membership in the Association said group or organization shall have one (1) collective vote.


4.6 Majority Vote
Except as otherwise provided in the Articles or the By-laws, the vote of a majority of the Active Alumni Members, then present, at a duly noticed or held meeting at which a quorum was initially present shall be necessary for and sufficient to constitute the act of the members of the Association.

4.7 Casting of Votes

The vote upon any question shall be cast via voice, unless a majority of the voting power of those Active Alumni Members present shall determine by roll call vote that the same shall be by written ballot.

4,7.1. Casting of Votes by Email

In such circumstances that the Board President deems it necessary to take action prior to a scheduled Board meeting, he/she may draft the proposed action and email  it to all directors at their respective email addresses. Each Director shall respond with “I vote  yes, I vote  no, or I abstain” to the President and Secretary within 24 hours unless another deadline is provided in the email. The vote must be unanimous. Regardless of whether the action is approved or not, the Secretary  will confirm whether the action has passed or failed by email to all directors upon receipt of all the individual votes. Any emails discussing the issue shall be filed with the Secretary to be included in the minutes of the next meeting. The Board will ratify any action taken by unanimous consent at the next Board meeting. The minutes of this meeting will record the ratification.

4.8 Order of Business at Meetings

The regular order of business at the Annual Meeting, and special order of business at any Special Meeting, shall be determined by the President, who shall preside at the meeting.

4.9 Procedures at Meetings

Parliamentary procedure at all meetings of the members shall be regulated by Roberts Rules of Order, unless otherwise provided in these By-laws or in the Articles.

4.10 Correspondence and Notification

All communication and notices from the Association will generally be announced through email, electronic newsletter and/or the Association's website.

ARTICLE V

DIRECTORS AND THEIR ELECTION, MEETINGS AND DUTIES

5.1 The governing body

The governing body of the Association shall be called Directors, and shall consist of eleven (11) elected Active Alumni Members.

5.2 Compensation

No Director or Officer of the Association shall receive any compensation for any service he/she may render to the Association. However, any Director or Officer may be reimbursed for his/her actual expenses incurred in the performance of his/her duties as a Director or Officer, with advanced approval from the Board.

5.3 Election of the Board of Directors

Election of the Board of Directors shall be staggered with approximately one third (1/3) of the Directors being elected each year. The Active Alumni Members shall elect the Directors in accordance with the By-laws and such additional election procedures as the Board may from time to time adopt. For the initial year only, the nine (9) Directors of the Formation Committee will serve as the Board of Directors of the newly formed Association. At the first Annual meeting the rotation of Board members will be determined by a simple drawing of straws, as set forth: three (3) of those Directors shall continue to serve for terms of one (1) year, three (3) of those Directors shall continue to serve for terms of two (2) years and three (3) of those Directors shall continue to serve for terms of three (3) years. Thereafter, each Director elected shall serve a term of three (3) years, and until the successor Director shall be elected and qualified.

5.3.1 Annual Election of Board Directors

Each annual Director election shall be conducted by electronic ballot of the Active Alumni Members. The three/four (3/4) qualified nominees (any Active Alumni Member) listed on the ballot who receive the highest total number of votes will be elected and immediately assume their duties. Each Active Alumni Member can vote for up to three (3) of the nominees on the ballot, but may vote only once for any one nominee. In the event of a tie, the Nominating Committee, which shall consist of a chairperson who shall be a Member of the Board who is not up for election and two (2) or more Active Alumni Members, will cast lots and certify the winner as duly elected.

5.3.2 Nomination and Election of Directors

Nomination for election to the Board shall be made by the Nominating Committee. The Nominating Committee shall be appointed by the Board at least 45 days prior to each annual meeting of the members, to serve until the close of such Annual Meeting and such appointment shall be announced to the Active Alumni Members. The Nominating Committee shall make as many nominations for election to the Board as it shall, in its discretion determine, but not less than the number of vacancies that are to be filled.

5.3.3 Nominations of candidates for the Board of Directors

The Board's Nominating Committee shall and any Active Alumni Member may, submit to the Board written nominations of candidates for the Board election at least thirty-one (31) days before each Annual Meeting. At least thirty (30) days before each Annual Meeting, the Association will post on the RA3 website its Active Alumni Members ballots listing all qualified nominees.

5.3.4 Casting a ballot in the election of Board Directors

The ballots must be cast electronically by the deadline established by the Nominating Committee prior to the date of the Annual Meeting. The Nominating Committee shall supervise, count, and certify the Director's election.

5.4 Appointment of Director

Should any Director cease to be an Active Alumni Member, or should any vacancy on the Board arise for any cause whatsoever, the office shall be declared vacant at the next meeting of the Board. At such meeting, the Board (by majority vote) shall have the discretion to appoint a new Director from those Active Alumni Members who are qualified to serve on the Board. Any such appointee shall serve for the unexpired term of the Director replaced.

5.5 Ex-Officio Directors

In addition to the elected Directors, the Board of Directors may appoint for one (1) year terms up to three (3) additional Ex-Officio Directors. The Principal of Rancho Alamitos High School or his/her designee,  the Student Body President of Rancho Alamitos High School or his/her designee, and the PTSO Liaison shall each automatically be Ex-Officio Members of the Board.  Ex-Officio Directors shall be entitled to attend and participate during Board meetings, but shall not have the right to vote.

5.6 Removal of Director for non-attendance

Directors are required to attend all regular Board Meetings, and are encouraged to attend as many Special Board Meetings and Association-sponsored events as their schedules permit. If any Director should fail, without good cause, to attend any three (3) regular Board Meetings in any one year period between Annual Meetings, the Board shall duly consider the reasons for the absences along with such other factors as the Board determines to be appropriate under the circumstances and shall by majority vote (excluding the vote of the non-attending Director) determine whether to remove that Director. If a Director knows in advance that he/she cannot attend a scheduled meeting he/she should contact the Secretary of the Association as soon as possible so that it may be determined whether a quorum will be available for the meeting.

5.7 Removal of Director for cause

Any Director may be removed for good cause as determined by the vote of two-thirds (2/3) of the Directors then present at a duly noticed or held meeting at which a quorum was initially present.

5.8 Regular Board Meetings

Regular Board Meetings shall be held quarterly. Meetings shall be held in the principal office of the Association, or at such other time or place that the Directors may from time to time designate. No regular Board Meeting notice shall be required unless the time or place changes. The agenda for each Regular Board Meeting will be given to each Director at least five (5) days prior to the meeting date.

5.9 Special Board Meetings

Special Board Meetings may be held at any time or place upon the call of the President or the Secretary, or by any three (3) Directors giving at least five (5) days notice of the time, place and purpose of the special meeting to each Director by mail (to the last known address) personal service, facsimile service, e-mail, or telephone. Any Director may waive notice, or any irregularity therein, by written waiver or attendance at the special meeting.

5.10 Open Board Meetings

All Board Meetings shall be open to all members, but attending members shall have no voice in the discussion or vote in the transaction of any business before the Board.

5.11 Quorum for conduct business

At any Board Meeting, a majority of the Directors present at the meeting shall constitute a quorum for the transaction of business. Directors present at a duly noticed or held Board Meeting at which a quorum was initially present may continue to conduct business until adjournment notwithstanding the subsequent withdrawal of sufficient Directors to constitute a quorum. In the absence of a quorum, no business shall be transacted, other than to adjourn the meeting to another time for which other notice need not be given.

5.12 Order of Business

The following order of business shall be presided over by the President at any regular or special Board Meeting:

5.12.1 Call to order

5.12.2 Approval of minutes

5.12.3 Committee Reports

5.12.4 Old Business

5.15.5 New Business

5.15.6 Good of the Order

5.15.7 Member Comment

5.15.8 Adjournment

5.13 Authority of Board of Directors

Except as restricted by the Articles, the By-laws or by law, (i) the Board is invested with complete and unrestrained authority in the management of all of the affairs of the Association, and is authorized to exercise its entire corporate authority, and (ii) the vote of a majority of the Directors then present at a duly noticed or held meeting at which a quorum was initially present shall be necessary for and sufficient to constitute the act of the Board. The Board shall perform any and all duties imposed on them by the Articles, the by-laws or by law. The Board may act by written consent via email or other communication devices, rather than through meetings as authorized by these By-Laws. Any action taken outside of a regular meeting in this manner is to be duly noted in the minutes of the following meeting.

ARTICLE VI

OFFICERS AND THEIR ELECTION, MEETINGS AND DUTIES

6.1 Enumeration of Officers

The Association Officers shall consist of a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer, a Webmaster and all others shall serve as Directors of the Association and all shall serve without compensation.

6.2 Nominations and Election of Officers

The Officers shall be elected to their respective offices at the June meeting of the Board following the annual meeting of the Association. The Nominating Committee shall select a candidate for each office and present the slate at a meeting held one month prior to the election. At that meeting, nominations may also be made from the floor. Voting shall be by voice vote if a slate is presented. If more than one person is running for an office, a ballot vote shall be taken.

6.3 Special Appointment of Officer

Should any Officer cease to be a Director, or should any vacancy in any office arise for any cause whatsoever, the office shall be declared vacant at the next meeting of the Board, and at such meeting the President shall (after discussion with the other members of the Board) appoint a new Officer from the remaining Directors. Any such appointee shall serve for the unexpired term of the Officer replaced.

The duties of the Officers of the Association are as follows:

6.4 President

The President shall be the Chief Executive Officer of the Association with the authority to supervise and direct the Association's affairs and to execute documents to the extent not specifically entrusted to some other Officer. The President shall (i) preside at all Annual Meetings of the members and at all meetings of the Board (ii) serve as a liaison to the Rancho Alamitos High School Administration, and the Rancho Alamitos High School Student Government, and (iii) meet directly with the Rancho Alamitos High School Principal or his/her designee and others on behalf of the Association. The President shall also have the appointment and other powers provided in the By-laws and otherwise by law.

6.5 First Vice-President

The First Vice-President shall assume the duties of the President during the President's absence, including without limitation the duty to preside over meetings of the members or the Board of Directors and to represent the Association. In addition, the First Vice-President shall have the following primary duties: (i) oversee all standing committees, except for the Budget/Finance Committee.

6.6 Second Vice-President

The Second Vice-President shall assume the duties of the President during the President's absence if the First Vice-President shall also be absent. In addition, the Second Vice-President shall : (i) assist the President as liaison to the Rancho Alamitos High School Administration, and the Rancho Alamitos High School Student Government, and any additional duties as may be assigned by the President.

6.7 Secretary

The Secretary shall keep and maintain the minutes of all General and Board Meetings, a membership list, and all Association books and records, except for the financial books and records which are the responsibility of the Treasurer. The Secretary shall also provide any required notice of all General and Board Meetings.

6.8 Treasurer

The Treasurer shall keep and maintain the financial books and records of the Association, see that proper tax returns and financial statements are prepared and filed and report on the Association's financial condition at all Board Meeting with an annual report at the General Alumni Association Meeting. In addition, the Treasurer shall oversee the Budget/Finance Committee.

6.9 Webmaster

The Webmaster shall keep and maintain the Association web sites to ensure accuracy and up-to-date information about the association news and events as well as maintaining data relevant to the history of Rancho Alamitos High School, the alumni, students, faculty and friends. The Webmaster will be in charge of any and all interfacing with other social media as it relates to the RA3 purposes and interests, i.e. Facebook, Memory Lane aka Classmates.

6.10 Resignation

Any Director may resign at any time, by giving written notice to the President and  the Secretary. Such resignation shall take effect on the date of the receipt of such notice or any later time specified therein and unless otherwise specified therein, the acceptance of the resignation shall not be necessary to make it effective.

 

ARTICLE VII

COMMITTEES AND THEIR APPOINTMENT, MEETINGS AND DUTIES

7.1 Creation of Committees

The Board shall designate such committees with such duties as the Board may from time to time determine to be appropriate to carry out the purposes of the Association. Committees may either be standing, or ad hoc (specifically limited rather than ongoing purpose). A list of the current standing and ad hoc committees with their general responsibilities and members is attached as Exhibit "1", and shall from time to time be updated based on the actions of the Board.

7.2 Committee Chairperson

Each Committee shall be chaired by one or more members as appointed by the Board. Each committee will meet at such times and places as its Chairperson may call, and will report all of its actions to the Board for ratification.

7.3 Authorization of Committees

Each committee shall be authorized by the Board to act on such matters as the Board may from time to time determine. Action authorizations containing expenditures must comply with the rules governing expenditures, as prescribed by the Board.

 

ARTICLE VIII

FINANCIAL MATTERS

8.1 Association Funding

The Association shall raise revenues from membership dues and such other sources as the Board may from time to time determine to be appropriate. The current membership dues structure is attached as Exhibit "2", and shall from time to time be amended based on the actions of the Board.

8.2 Handling of Association Funds

All Association revenues shall be deposited into such Association accounts as may from time to time be maintained by the Board under dual signature control of such Officers as the Executive Board may from time to time determine. All Association funds shall be held in accordance with the policies as approved or amended by the Board.

8.3 Disbursement of Association Funds

Association funds shall be disbursed only for Association purposes in accordance with the current annual budget approved by the Board at a meeting.

8.4 Individual Profit or Gain

The Rancho Alamitos Alumni Association is organized and operated exclusively for the above-stated purposes, and no member, including any board member, shall profit from any earnings of the association or shall use their RA3 membership for the exclusive purpose of self-promotion for financial gain.

8.5 Annual Budget

The Association shall adopt an annual budget for each fiscal year of operation. Each year prior to the Annual Meeting, the Budget/Finance Committee shall submit to the Board a proposed annual budget for the following fiscal year. When the budget is established, the Board shall review the proposed Annual Budget and adopt it with such modifications, if any, as the Board may determine to be appropriate.

8.6 Annual Review (NEW)
After completion and submission of the Annual Financial Report, the Treasurer shall arrange to have the books reviewed by three other alumni or by a qualified public accountant. Any Board Member who signs checks or deposits money should not be a part of the review.

ARTICLE IX

INDEMNIFICATION

9.1 Indemnification

The Association shall, and hereby does, indemnify each present, future, and former Director or Officer

of the Association against expenses, actually and reasonably incurred by him/her in connection with the defense of any civil action, suit or proceeding, actual or threatened to which he/she may be made party to by reason of his/her being or having been a Director or Officer of the Association, to the extent that such indemnification is funded through insurance proceeds payable to him/her or the Association, except as to matters as to which he/she is adjudged to be liable for negligence or misconduct in the performance of duty to the Association. Costs and expenses of actions for which this Article provided indemnification shall include among other things, attorney’s fees, damages, and reasonable amounts paid in settlement.

ARTICLE X

INSURANCE

10.1 Insurance

This Association shall have the right, but not the obligation, to purchase and maintain insurance to the full extent permitted by law on behalf of the directors, officers, employees, and other agents, to cover any liability asserted against or incurred by any director, officer, employee, or agent in such capacity or arising from the director’s, officer’s, employee’s, or agent’s status as such.

 

ARTICLE XI

MISCELLANEOUS

11.1 Personal Liability

No Director or Officer of the Association shall be held personally liable for any debts of the Association.

 

ARTICLE XII

AMENDMENT TO BY-LAWS

12.1 Amendment of By-Laws

The By-laws may be amended by a majority vote of the Directors then present at a duly noticed or held regular or Special Board Meeting at which a quorum was initially present; provided that a copy of the proposed amendments shall be given to each Director thirty (30) days prior to such Meeting.

 

THE FOREGOING BY-LAWS WERE DULY READ, CONSIDERED DISCUSSED, AND APPROVED BY AT LEAST THREE QUARTERS (3/4) OF THE BOARD OF DIRECTORS AT A MEETING DULY HELD ON THE ___15___DAY OF __August_   _, 2009.

IN WITNESS WHEREOF, the President and Secretary of the Association have subscribed this instrument on the day and year above written.

RANCHO ALAMITOS ALUMNI ASSOCIATION, Inc. ( RA3 )

 

            By: ______________________________      By:_______________________________

            President                                                          Secretary




THE FOREGOING BY-LAWS WERE DULY READ, CONSIDERED DISCUSSED, AND AMENDED BY AT LEAST THREE QUARTERS (3/4) OF THE BOARD OF DIRECTORS AT A MEETING DULY HELD ON THE ___13___DAY OF __February_   _, 2010.

IN WITNESS WHEREOF, the President and Secretary of the Association have subscribed this instrument on the day and year above written.

RANCHO ALAMITOS ALUMNI ASSOCIATION, Inc. ( RA3 )

 

            By: ______________________________      By:_______________________________

            President                                                          Secretary

 

THE FOREGOING BY-LAWS WERE DULY READ, CONSIDERED DISCUSSED, AND AMENDED BY AT LEAST THREE QUARTERS (3/4) OF THE BOARD OF DIRECTORS AT A MEETING DULY HELD ON THE ___9            ___DAY OF __July     _   _, 2011.

IN WITNESS WHEREOF, the President and Secretary of the Association have subscribed this instrument on the day and year above written.

RANCHO ALAMITOS ALUMNI ASSOCIATION, Inc. ( RA3 )

 

            By: ______________________________      By:_______________________________

            President                                                          Secretary

 

THE FOREGOING BY-LAWS WERE DULY READ, CONSIDERED DISCUSSED, AND AMENDED BY AT LEAST THREE QUARTERS (3/4) OF THE BOARD OF DIRECTORS AT A MEETING DULY HELD ON THE ___10___DAY OF __March               _   _, 2012.

IN WITNESS WHEREOF, the President and Secretary of the Association have subscribed this instrument on the day and year above written.

RANCHO ALAMITOS ALUMNI ASSOCIATION, Inc. ( RA3 )

 

            By: ______________________________      By:_______________________________

            President                                                          Secretary

 

 


THE FOREGOING BY-LAWS WERE DULY READ, CONSIDERED DISCUSSED, AND AMENDED BY AT LEAST THREE QUARTERS (3/4) OF THE BOARD OF DIRECTORS AT A MEETING DULY HELD ON THE ___12___DAY OF __October                        _   _, 2013.

IN WITNESS WHEREOF, the President and Secretary of the Association have subscribed this instrument on the day and year above written.

RANCHO ALAMITOS ALUMNI ASSOCIATION, Inc. ( RA3 )

 

            By: ______________________________      By:_______________________________

            President                                                          Secretary

 

 

 

 

 

Rev. 10-12-2013


Exhibit 1

Alumni Committees

 

Academic Improvement Committee

Fund-raising Committee

Public Relations/Marketing Committee

Homecoming Activities Committee

Scholarship Committee

Membership Recruitment Committee

Budget/Finance Committee

Nominating Committee

 

 

 

Exhibit 2

Alumni Dues Structure

 

General Alumni Members: $0  (non-voting)

Active Alumni Member Single: $10 per fiscal year

Active Alumni Member Couple: $15 per fiscal year

Lifetime Membership Single: $100 one-time pay

Lifetime Membership Couple: $150 one-time pay

Friends of Rancho: $25 per fiscal year


 

 

 

 

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