BYLAWS

 
 

BYLAWS OF SYLVAN HILLS ALUMNI ASSOCIATION


ARTICLE I


MEMBERSHIP AND DUES

Section 1.1. Membership. Any individual who has attended Sylvan Hills High School, or any

of its predecessor institutions shall be eligible for membership in the Sylvan Hills High School

Alumni Association (“Association”). Any eligible individual may apply for membership by

offer of payment of membership dues. The membership term will be from January 1 to

December 31 of the year during which dues are paid. For first-time applicants, payment of

membership dues after June 1 will result in membership for the remainder of that calendar year

and through December 31 of the following calendar year. An applicant will be accepted into

membership upon the Association’s discretionary acceptance of the applicant’s offered

membership dues. The Board of Directors of the Association may waive membership dues and

eligibility requirements for any individual. A fiscal year will be January 1 to December 31.

Section 1.2. Rights of Membership. Each member shall be entitled to one vote on each matter

presented to a vote of the membership of the Association.

Section 1.3. Associate Membership. Associate membership includes friends of the Sylvan

Hills High School. These associate members will have all Association benefits, but will not have

voting privileges and will not be eligible for positions on the Board.

Section 1.4. Membership Dues. The amount of membership dues shall be fixed by the Board

of Directors of the Association.

Section 1.5. Transfer of Membership. Membership in the Association is not transferable or

assignable.

Section 1.6. Termination of Membership. An individual’s membership in the Association

shall automatically terminate at the end of the year for which the individual has not paid the

membership dues.

Section 1.7 Expulsion or Suspension. An individual may be expelled or suspended from

membership, after appropriate hearing, by two-thirds (2/3) vote of the Board members present in

person at a duly called meeting of the Board; provided, the proposed expulsion or suspension is

included in the notice of such meeting, such notice is given at least fifteen (15) days prior to the

date of such meeting, and the member whose expulsion or suspension is before the Board is

given an opportunity to be heard by the Board not less than five (5) days prior to the meeting at

which a vote on expulsion or suspension of such member is to be conducted.

Section 1.8 Elections for Executive Officers. Elections for new officers will be held the

second Sunday of December. The newly elected officers will assume their duties January 1 of the

coming year.


ARTICLE II


MEETINGS OF THE MEMBERSHIP

Section 2.1 Meetings. A special meeting of the membership may be called by the President

of the Association, three (3) or more members of the Board of Directors of the Association, or

three (3) or more members of the Association. No business shall be transacted at a special

meeting except as specified in the notice of the special meeting. Annual meetings of the

members of the Association shall be held on ____________ ___ of each year, unless the

members vote otherwise in accordance with these Bylaws.

Section 2.2 Notice. Written notice stating the place, day, and hours of any meeting of the

membership shall be delivered by mail or electronically to each member. Notice of any meeting

of the members of the Association shall include the business to be transacted at the meeting.

Notice to a member of a meeting shall be deemed to be delivered when deposited with the

United States Postal Service or when notified electronically. Notice of any meeting may be

waived in writing by any person entitled to such notice before or after the time of the meeting.

The attendance of any member at a meeting shall constitute a waiver of notice of such meeting,

except where a member attends a meeting for the express purpose of objecting to the transaction

of any business because the meeting is not lawfully called or convened. Notice of a meeting of

the members of the Association shall be delivered no less than ten (10) days and no more than

sixty (60) days before such meeting is to occur.

Section 2.3 Quorum and Voting. Except as otherwise provided in the Association’s Articles

of Incorporation, these Bylaws, or the laws of the State of Arkansas, a quorum of the

membership shall consist of one half (1/2) of the total membership and an act taken by a vote of

the majority of the members present in person or by proxy at any meeting of the membership at

which a quorum is present shall constitute a vote of the membership of the Association.

Section 2.4 Proxies. A vote may be cast in person or by proxy. A proxy must be signed and

filed with the Secretary before the appointed time of the meeting and is valid only for that

particular meeting. A proxy may be revoked by the appearance of the voter at the meeting.


ARTICLE III


BOARD OF DIRECTORS

Section 3.1 Duties. The affairs, funds, business and property of the Association shall be

managed and controlled by a Board of Directors, provided that any matter may be submitted to a

vote of the membership of the Association if one-half (1/2) of the members of the Board of

Directors eligible to vote so request in writing to the Secretary of the Association.

Section 3.2 Powers. Except as otherwise provided in the Association’s Articles of

Incorporation, these Bylaws, or laws of the State of Arkansas, full power and authority to

manage the Association shall be vested in and exercised by the Board of Directors. The Board of

Directors may delegate such powers as it may deem fit to committees of its own number, to

officers of the Association, or to agents and representatives.

Section 3.3 Executive Committee. An Executive Committee consisting of the President, Vice

President, immediate past President, and the Secretary/Treasurer shall exercise such powers as

have been delegated to them by the Board of Directors and by these Bylaws. All actions and

decisions of the Executive Committee shall be reported to and reviewed by the Board of

Directors at each of its regular meetings. The Executive Committee may meet as needed. Two

(2) members of the Executive Committee shall constitute a quorum.

Section 3.4 Number and Term. The number of members of the Board of Directors of the

Association shall be at least seven (7) and may be up to twelve (12), not including the currently

presiding Principal of Sylvan Hills High School, who shall serve as a permanent director. Each

director shall hold one of the positions listed below as determined at the time such director is

elected by those electing such director. No director shall hold more than one position

concurrently. The term of each position shall expire as of the fiscal year indicated below. A

director shall continue to hold his or her position until the end of the term of the position or until

a successor has been duly elected, whichever is later. A member of the Board of Directors may

serve for multiple and consecutive terms.

Description Term Expires at End of FY Ending

Position 1 December 31, 2015

Position 2 December 31, 2015

Position 3 December 31, 2015

Position 4 December 31, 2015

Position 5 December 31, 2015

Position 6 December 31, 2015

Position 7 December 31, 2016

Position 8 December 31, 2016

Position 9 December 31, 2016

Position 10 December 31, 2016

Position 11 December 31, 2016

Position 12 December 31, 2016

Section 3.5 Nomination and Election. Nominations may be taken by solicitation from faculty

members, Board members, administration officials, and others. A member of the Board of

Directors may nominate a person to serve on the Board of Directors. The Board of Directors will

prioritize the nominees and designate a director to make contact with the nominees. A nominee

shall be presented to the Board for a vote. Directors shall be elected by a majority vote of the

members of the Association at annual meetings of the members of the Association.

Section 3.6 Eligibility for Nomination. Any individual eligible to be a member of the

Association under Section 1.1 of these Bylaws shall be eligible to be nominated to be director.

Section 3.7 Resignation and Removal. Any member of the Board of Directors may resign at

any time by furnishing notice of resignation to the President or Secretary of the Association. Any

director may be removed from position, after appropriate hearing, by a vote of two-thirds (2/3) of

the number of directors present in person at a duly called meeting of the Board of Directors,

provided that a quorum is present and the proposed removal is included in the notice of the

meeting.

Section 3.8 Vacancies. Any vacancy occurring in a position of the Board of Directors, other

than that occurring due to the expiration of the position’s term, may be filled for the unexpired

portion of the position’s term by a vote of the Board of Directors.

Section 3.9 Compensation and Expenses. No compensation shall be paid to members of the

Board of Directors for their service as directors of the Association. The Board of Directors shall

have the power to contract for and to pay compensation to a director for rendering services to the

Association, other than the service of acting as a director thereof, appropriate for the value of

such services. The Board of Directors shall have the power to reimburse a director for any

expenses incurred in attending to the director’s authorized duties, such expenses to be evidenced

by receipt or other proper document.

Section 3.10 Liability of Directors and Officers. No director or officer shall be liable for loss

in investments or diminution of the Association’s assets, personal injury or property damage to

anyone or anything (even if caused by that director or officer’s own negligence) unless caused by

an intentional act or omission made in actual bad faith, and no director or officer shall be liable

for the acts or omission of any other director or officer of the Association.

Section 3.11 Non-Voting Members. The president of the Sylvan Hills High School student

body shall be invited to serve as a non-voting member of the Board of Directors.


ARTICLE IV


MEETINGS OF THE BOARD OF DIRECTORS

Section 4.1 Meetings. The Board of Directors shall hold at least two (2) regular meetings

each fiscal year. Special meetings of the Board of Directors may be called by the President of the

Association or by any three (3) directors. No business shall be transacted at a special meeting

except as specified in the notice of the special meeting.

Section 4.2 Notice. Written notice stating the place, day, and hour of any meeting of the

Board of Directors shall be delivered by mail or electronically to each director. Notice of a

special meeting shall include the business to be transacted at the meeting. Notice to a director of

a meeting shall be deemed to be delivered when deposited with the United States Postal Service,

or delivered electronically. Notice of any meeting may be waived in writing by the person

entitled to such notice of such meeting, except where 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.

Section 4.3 Quorum and Voting. A majority of the members of the Board of Directors with

the power to vote shall constitute a quorum for the transaction of business at any meeting of the

Board. Except as otherwise provided in the Association’s Articles of Incorporation, these

Bylaws, or the laws of the State of Arkansas, an act taken by the vote of a majority of the number

of directors present in person at any meeting at which a quorum is present, shall constitute an act

of the Board of Directors.

Section 4.4 Proxies. A vote may be cast in person or by proxy. A proxy must be signed and

filed with the Secretary before the appointed time of the meeting and is valid only for that

particular meeting. A proxy may be revoked by the appearance of the voter at the meeting.

Section 4.5 Action Without a Meeting. Any action of the Board of Directors may be taken

without a meeting if consent is made in writing or electronically, setting forth the action so taken,

and such consent is executed, including by counterparts, by the requisite number of directors

required that would be required to approve such action at a meeting of the Board of Directors if

all directors were present.


ARTICLE V


OFFICERS

Section 5.1 Number and Term. The Association shall have at all times a President, Vice

President, and Secretary/Treasurer. Each officer’s term shall last for one (1) year. The President,

Vice President, and Secretary/Treasurer may serve for multiple and consecutive terms. At the

time when an officer’s service as an officer comes to an end, if that officer wishes to serve on the

Board of Directors with voting rights, and the maximum number of directors hereunder is not

then serving, he or she may do so for one (1) year.

Section 5.2 Nominations and Election. A member of the Board of Directors may nominate a

person to any officer position. The Board of Directors shall vote on the officer positions, and

each candidate to attain a majority of the vote shall win the election.

Section 5.3 Eligibility for Nomination. Any individual eligible to be a member of the

Association under Section 1.1 shall be eligible to be nominated to be a holder of an officer

position.

Section 5.4 Resignation and Removal. Any officer may resign at any time by furnishing

notice of resignation to the President or Secretary of the Association; provided, such must be

furnished to an officer other than the officer resigning. Any officer may be removed from office,

after appropriate hearing, by a vote of two-thirds (2/3) of the number of directors present in

person at a duly called meeting of the Board of Directors, provided that a quorum is present and

the proposed removal is included in the notice of the meeting.

Section 5.5 Vacancies. Any vacancy occurring in an officer position, other than that

occurring due to the expiration of the position’s term, may be filled by vote of the Board of

Directors for the unexpired portion of the officer position’s term.

Section 5.6 President. The President: (a) is the principal executive officer of the Association

and in general shall perform all executive duties incident to the office of President; (b) shall

preside at all meetings of the membership and Board of Directors; (c) shall, except as otherwise

provided herein, appoint all committees; (d) shall sign, with the Secretary or any proper officer

of the Association, any deeds, mortgages, bonds, contracts, or other instruments that the Board of

Directors has authorized to be executed, except in cases where the signing and execution thereof

shall be expressly delegated by the Board of Directors to some other officer or representative of

the Association; and (e) shall in general perform such other duties as from time to time may be

assigned by the Board of Directors.

Section 5.7 Vice President. The Vice President shall perform such duties as from time to time

may be assigned by the President or by the Board of Directors. In the absence of the President or

in the event of the President’s inability to act, the Vice President shall perform the duties of the

President and, when so acting, shall have all the powers and duties, and be subject to the

restrictions, of the President.

Section 5.8 Chairs. Any Committee Chair shall perform such duties as from time to time

may be assigned by the President or by the Board of Directors. If the President and Vice

President are absent or unable to act, a Committee Chair shall perform the duties of the

President, and when so acting, shall have all the powers and duties, and be subject to the

restrictions, of the President.

Section 5.9 Secretary/Treasurer. The Secretary/Treasurer shall be the Executive Director of

the Sylvan Hills High School Alumni Association, provided the Board of Directors shall elect a

person to serve as Secretary/Treasurer for any period of vacancy. The Secretary/Treasurer: (a)

shall supervise and control the day-to-day affairs of the Association; (b) shall see that minutes of

the meetings of the Board of Directors are kept; (c) shall see that all notices are duly given in

accordance with the provisions of these Bylaws or as required by the laws of the State of

Arkansas; (d) shall be custodian of the corporate records; (e) shall see that a register of the

mailing address of each member is maintained; (f) shall have charge, custody, and responsibility

for all funds and securities of the Association; (g) shall see that monies due and payable to the

Association from any source are received with proper receipts given; (h) shall see that such

monies received are deposited in the name of or to the credit of the Association in such financial

institutions, other depositories, or investments as shall be selected in accordance with these

Bylaws; and (i) shall in general perform all the duties incident to the office of

Secretary/Treasurer and such other duties as from time to time may be assigned by the President

or by the Board of Directors. A bond for discharge of duties of the Secretary/Treasurer and any

authorized representative of the Secretary/Treasurer may be required by a vote of the Board of

Directors, with the amount and the sureties of the bond to be determined by the Board. If a bond

is required, the costs of the bond shall be paid by the Association.

Section 5.10 Immediate Past President. Upon completion of the term as President, he/she may

serve on the Board with full voting rights for one fiscal year.

Section 5.11 Compensation and Expenses. No compensation shall be paid to officers of the

Association for their service as officers. The Board of Directors shall have the power in its

discretion to contract for and to pay compensation to any officer for rendering services to the

Association, other than services as an officer, appropriate for the value of such services. The

Board of Directors shall have the power to reimburse an officer for any expenses incurred in

attending to the officer’s authorized duties, such expenses to be evidenced by receipt or other

proper document.

Section 5.12 Resolution of Conflict. Conflicts that arise shall be resolved pursuant to a

Conflict of Interest policy adopted by the Board of Directors.


ARTICLE VI


COMMITTEES

Section 6.1 Standing Committees. Ad Hoc Committees, and Special Committees. There shall

be such standing committees, ad hoc committees, and special committees as the President or

Board of Directors may designate. The committees may be established to perform any duties not

inconsistent with the Association’s Articles of Incorporation, these Bylaws, and the laws of the

State of Arkansas.

Section 6.2 Members of Committees. Only members of the Association are eligible to be

members of a committee. The number and each member of each committee shall be determined

and appointed by the President or Board of Directors and each member shall serve until the end

of the fiscal year of appointment or until a successor is appointed and approved.

Section 6.3 Ex-Officio Members. The President shall be ex-officio members of all

committees with full voting rights.


ARTICLE VII


BYLAWS REVISIONS

Section 7.1 Revisions of Bylaws. With a quorum present, these Bylaws may be revised by a

majority vote of the Board of Directors upon second presentation.


ARTICLE VIII


SEVERABILILTY

Section 8.1 Severability. Should any of the provisions of these Bylaws be determined to be

contrary to federal, state, or local law or regulation, the remaining provisions of these Bylaws

shall remain in full force and effect.