BYLAWS
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.