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.
1.
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 month of April or May,
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.
2.
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.
4.8 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 nine (9) 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 one third (1/3) of the Directors being elected at
each Annual Meeting. 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.
3.
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 (3) 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 Nominations 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 distribute electronically to 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 Nomination Committee prior to
the date of the Annual Meeting. The Nominations 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
4.
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.
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
and all others shall serve as Directors of the Association and all shall
serve without compensation.
6.2 Election of Officers
The Officers shall be elected to their respective
offices at the April meeting of the Board
annually prior to the annual meeting of the Association.
The election will be held by first taking nominations for each office in
the order set forth above, and then voting on each such office in that
same order. The vote shall be by a show of hands unless any Director
requests a vote by written ballot. In such case, the President will
appoint 2 Directors who are not running for office to
count and report on the written
ballots. A simple majority of the voting Directors is required for
election. If there are more than two candidates for any office and none
obtain a majority, the two with the largest number of votes will have a
run-off election. If there is a tie, the winner will be
determined by lot.
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.
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 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.
7.
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 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.
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.
8.
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: __s/s Kenneth G. Hedgpeth______ By: __s/s Roberta K. Long_________
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 __March_ _, 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: __s/s Kenneth G. Hedgpeth______ By: __s/s Roberta K. Long__________
President
Secretary
9.
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 Members: $25 per fiscal year
Friends of Rancho: $25 per fiscal year
Lifetime Dues: $250 one-time pay
10.
