Section 4.  Termination of Membership.

            Any member may resign his or her membership in the Association.

 

Article IV.  Governance

Section 1. Permanent Composition.

            The Board of Directors shall be made of members and shall be the principal decision making body of the Association, shall manage the business and property of the Association and shall perform such functions as required to promote the growth, effectiveness and general welfare of the Association.  The Board of Directors shall have the power to adopt, alter or amend the Association By-Laws.  The Board of Directors shall be regular members in good standing of this association.

            A.  President:  The President of the Association shall preside over all business of the Association and shall be the primary spokesperson for the membership of the Association.  The President shall exercise general supervision over the Association’s officers and membership and may appoint subcommittees.

            B.  Vice-President:  The Vice-President of the Association shall act in the President’s absence when appropriate or when requested to do so.  Other specific duties of the Vice-President are as specified by the President or as assigned by the Board of Directors.

            C.  Secretary:  The Secretary shall be the official recording secretary of the Association, shall conduct the general correspondence of the Association, shall have the charge of its records and papers and shall maintain the official records, including membership records of the Association.  The Secretary shall process applications for membership.  The Secretary is also responsible for filing any documents required by the Government to maintain the Association’s legal status as a non-profit corporation and shall perform other duties as directed.

            D.  Treasurer:  The Treasurer shall be responsible for all funds of the Association and shall oversee the receipt and disbursement of the monies of the Association, subject to the approval of the Board of Directors.  The Treasurer shall present an annual financial statement and a proposed annual budget to the Board of Directors and shall provide other financial records as reports as requested.  The Treasurer shall not disburse funds without the approval of the President and the Board of Directors.

            E.  Webmaster:  The Webmaster shall be appointed by the President.  The Webmaster shall maintain the official Spaulding High School and Rochester High School Alumni Association internet web site.

Section 2.  Election.

            Officers and members of the Board of Directors shall be nominated and elected at the annual meeting to be held each December.

Section 3.  Quorum.

            Four members of the Board of Directors shall be considered a quorum for the purposes of voting.  Either the President or Vice-President must be present for the quorum to be met.  All votes shall be decided by a majority.

Section 4.  Board Diversity.

            In the interest of encouraging diversity of discussion, connection with the public and public confidence, the Board of Directors of this charitable non-profit corporation shall have at least five (5) voting members at all times who are not of the same immediate family or related by blood or marriage.  No employee of this charitable, non-profit corporation shall hold the position of chairperson or presiding officer of the Board of Directors.

Section 5.  Vacancies.

            Any vacancy on the Board of Directors may be filled by a majority vote of the remaining members of the Board.  If, after notice and discussion by the Board, a Board member is determined by a two-thirds (2/3) vote of the Board to be negligent in the performance of assigned duties, that member shall be removed from the Board.

Section 6.  Meetings.

            The Association shall meet at least four times in each year, at such times and places as shall be fixed by the President or by the Board.  Meetings may be called upon petition of any three members of the Board to the Association.

Section 7. Rules of Order.

            Meetings of this organization shall be governed by the current Robert’s Rules of Order except when in conflict with these By-Laws.

Article IV.  By-Laws, Policies and Procedures and Amendments

            The conduct of the affairs of the Association, its membership and Board of Directors shall be governed by this set of By-Laws, which may be amended from time to time in accordance with the provisions thereof.  Any and all matters and rules for the governance of the Association not specifically covered in the By-Laws, insofar as permitted by law, may be set forth in Association Policies and Procedures as adopted by the majority vote of the Board of Directors.  The By-Laws and Policies and Procedures shall be provided to any member upon their request.

Section 1.  Proposed Amendments.

            The power to make, alter, amend or repeal the By-Laws of the Association shall be vested in the Board of Directors.  Regular members in good standing may propose an amendment at any time by submitting it in writing to the President.

Section 2.  Approval of Amendments.

            The By-Laws of this Alumni Association may be amended by a two-thirds (2/3) majority vote of the Board of Directors present at a regular meeting.

Section 3.  Dissolution.

            This Association may be dissolved by a unanimous vote of the Board of Directors.  In the vent of dissolution of the Association, any assets held for its use from donations, sales, program receipts or other sources shall be distributed in accordance with Article I.

Section 4.  Conflict of Interest.

            Any possible conflict of interest on the part of any member of the Board, officer or employee of the corporation shall be disclosed in writing to the Board of Directors.  At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, the affected Director shall make known the potential conflict and will withdraw from the meeting for as long as the matter shall continue under discussion.  Should the matter be brought to a vote, neither the affected Director nor any other Director with a pecuniary benefit transaction with the Association will vote on it.  The Board will comply with all requirements of the New Hampshire law where conflicts of interest are involved.

Article V.  Relationship with Spaulding High School

            In accordance with the stated purposes of the Association, the Board of Directors shall make all reasonable efforts to maintain good relations and communication with Spaulding High School (“the School”), its successors and its constituents.  There shall be no financial relationship between the Alumni Association and the School, although the Association may periodically donate funds to the School for various purposes.

 

Article VI.  Audit

            The Board of Directors, at its discretion may obtain an audit of all books and records pertaining to the Association.

 

Article VII.  Annual Budget

            The Board of Directors shall adopt a budget for each fiscal year for the purpose of estimating the Association’s income and anticipated expenses.

 

Article VIII.  Fiscal Year

            The fiscal year of the Association shall be from January 1^st to December 31^st.

 

Article IX.  Indemnity of Directors and Officers

            Every Director, officer or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party to, or in which he may become involved, by reason of his being or having been a Director, officer, or employee of the Association or any settlement thereof, whether or not he is a Director, officer or employee at the time such expenses are incurred, except in such cases wherein the Director, officer or employee is adjudged liable for negligence or misconduct in the performance of his duties as such Director, officer or employee.

            This paragraph shall not indemnify Directors, officers with respect the following:

            A.  Any breach of the Director’s or officer’s duty of loyalty to the Association or its members.

            B.  Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law.

            C.  Any transaction from which the Director, officer or both derived an improper personal benefit.

 

Article X.  Charitable Purpose

            It is the intention of this Association to qualify as a charitable association under the laws of the State of New Hampshire and the United States Internal Revenue code in order that among other things, donations be made to the corporation may be deductible for income tax purpose to the donors.

            The foregoing were adopted as the By-Laws of the Spaulding High School and Rochester High School Alumni Association, Inc, a voluntary association organized under the laws of the State of New Hampshire.

 

 

 

 

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Date

 

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President