NORTHEAST HIGH SCHOOL ALUMNI ASSOCIATION
ARTICLE I - NAME
The name of this Association shall be the Northeast High School Alumni Association (for the school Northeast High School or any successor school resulting from change of name) at 415 So. Van Brunt Boulevard, Kansas City, Missouri, hereinafter referred to as “the Association”. The Association shall be a 501(C)3, exempt, not-for-profit organization, subject to the provisions of these Bylaws.
ARTICLE II –
The object of the Association shall be:
A. To promote and preserve a close relationship between the Association, the students and faculty of Northeast High School and its alumni.
B. To promote and preserve communication, socialization and unity among the alumni.
C. To promote a good relationship with the Northeast High School and the Northeast Community.
D. To support the educational, athletic, and social programs of the school and the Northeast Community.
E. To provide scholarship funds for worthy and talented students of the school.
ARTICLE III – MEMBERSHIP
Section 1 – Levels of Membership:
Membership in the Association shall be regular, or honorary.
A. Regular members must be graduates of Northeast High School (or any successor school resulting from change of name) or have attended Northeast High School for at least one year and left in good standing.
B. Existing lifetime members will retain their membership status. No future lifetime memberships will be granted.
C. Honorary membership may be conferred upon persons who have shown commitment to the School or to the Association. Honorary members may pay dues but have not voting rights.
Section 2 - Fees/Dues for Membership:
Membership fees/dues shall be determined by the Board of Directors and shall be assessed for a fiscal year, commencing January 1 and ending December 31 of each year.
ARTICLE IV – POLICIES
Section 1 – Monetary Contributions
The Association shall make no monetary contributions to other not-for-profit or charitable organizations. No activities shall be undertaken for the individual profit of officers or Board members. No alliance shall be made with any political party or candidate for political office, whether financial, by endorsement, or by use of the name or mailing list of the Association.
Section 2 – Communications & Publications
All communications or publications (i.e. the Purple and White and Supplement newsletter) issued in the name of the Association and any use of the name, mailing lists, or memberships lists of the Association must be approved by the Board of Directors and shall only be approved if found to be in furtherance of the objects of the Association. Unauthorized communications, publications, use of the name, mailing lists, or membership lists issued in the name of the Association may be grounds for disciplinary action by the Board of Directors of the Association.
No action shall be taken by the Board of Directors, the Executive Board, or by the membership which will result in the Association being classified for taxing purposes as an association or organizati9on formed or existing for profit. All verbal or written communications to any agency of the State of Missouri or the Federal government shall be signed by the President or one other member of the Board of Directors of the Association. To maintain the status of a not-for-profit organization with the State of Missouri, annual registration and fees must be paid no later than August 31st.
ARTICLE V - MEETINGS
Section 1 – Annual Meeting:
The annual meeting of the Association membership shall be held on the third Tuesday in October of each year, at the hour of 7:00 o’clock P.M. for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Missouri, such meeting shall be held on the next succeeding business day.
Section 2 – Special Meetings:
A special meeting of the Association membership may be called by the Board of Directors upon presentation of a written request of fifty (50) or more members in good standing.
Section 3 – Meeting Place:
The Board of Directors shall designate the place for any annual or special meeting of the Association with notice of the place of the meeting given as herein provided.
Section 4 - Notice of Meeting:
Written or printed notice of the annual meeting or any special meeting of the Association membership shall be delivered not less than ten (10) days before the meeting, either personally, by electronic mail, or by U S mail, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Postal Service mail, addressed to the member at his/her address as it appears on the membership records of the Association, with postage thereon properly paid.
Section 5 – Quorum:
The members present at a duly constituted meeting may transact the business of the Association, and a majority of the entire membership as shown by the records of the Association shall not be required to be present.
Section 6 – Absentee Voting:
A member may vote an absentee ballot by requesting a ballot from the Secretary, which will be returned to the Secretary at least 10 days prior to the time of the meeting.
Section 7 - Proxy Voting:
At all meetings of the Association and at all meetings of the Board of Directors and the Executive Board, a member may vote by proxy executed in writing by the member. Each proxy shall be presented by the member, to the Secretary at least 10 days prior to any meeting of the Board of Directors, or the Executive Committee, and the annual meeting, for verification of membership before the start of the meeting. Proxy voting shall be in accordance with the published voting procedures. Any person holding the proxy votes must be in attendance at the meeting for the proxy votes to be recognized.
Section 7 – Member Vote:
Each regular member entitled to vote shall have one vote upon each question submitted to a vote. Approval of any matter presented by a motion made and duly seconded at any meeting of the Association, the Board of Directors or the Executive Board must be by the affirmative vote of the majority of those present at the meeting in person or by proxy who are entitled to each vote.
Section 8 – Other Meetings:
The Executive Board, Standing Committees and Special Ad Hoc Committees shall meet at such times and places and upon such notice as they shall each determine at the first meeting of each such Board or Committee after their election or appointment.
ARTICLE VI – THE OFFICERS
Section 1 – Designation
The officers of the Association shall be the President, Vice President, Secretary, Treasurer, Records Secretary, and Parliamentarian, each of whom shall be elected by the Board of Directors and shall be from the duly elected and serving Board of Directors.
Section 2 – Election:
The officers of the Association shall be elected by the Board of Directors at the meeting held immediately after each annual meeting of the Association, or as soon thereafter as conveniently possible. Elections shall be by ballot unless there is only one nominee for an office, then the election may be by voice vote.
Section 3 – Term of Office:
All officers serve for a term of one year, with the exception of the Treasurer, the Records Secretary, and the Parliamentarian who each will serve for a term of three years, contingent with their continued membership on the Board of Directors. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified, or until his/her death, resignation or removal from office.
Section 4 – Vacancy or Removal from Office:
A vacancy in any office because of death, resignation, or removal from office may be filled by the Board of Directors for the unexpired portion of the term of such office. Any officer may be removed from office by the Board of Directors, whenever, in its judgment, the best interest of the Association would be served thereby.
Section 5 – Duties of Officers:
A. President - The President shall be the principal executive officer of the Association and, subject to the direction of the Board of Directors, shall in general, supervise the affairs of the Association. The President is an ex-officio member of all committees, except the Nominating Committee. The President shall:
1. Preside at all meetings of the Association, the Board of Directors and the Executive Board;
2. Appoint a Board of Directors member as Sergeant At Arms;
3. With the approval of the Executive Board, appoint the Chair and committee members of each Standing Committee;
4. Appoint Special Committees as needed;
5. Sign contracts, checks or other documents authorized by the Board of Directors, except in cases where the Board of Directors has expressly delegated such signing to some other officer or agent; and
6. In general, perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.
7. All resignations shall be in writing and accepted or rejected by the Board of Directors. In case of the resignation of the President, the Vice President shall immediately call a special meeting of the Board of Directors to accept or reject the resignation. Members of the Board of Directors will be notified by whatever method is available to them such as electronic mail, etc. If the President’s resignation is accepted, the Vice President will become the new President and a new Vice President shall be elected by the Board of Directors at this special meeting.
B. Vice President - Due to the resignation of the President, or in the event of his/her death, inability or refusal to act, the Vice President shall notify the members of the Board of Directors of the resignation, death, inability or refusal to act by electronic mail, and shall call a special meeting of the Board of Directors
C. When so acting, the Vice President shall perform the duties of the President, and shall have all the powers of and be subject to all the restrictions and responsibilities of the office of the President. The Vice President shall also perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
C. Secretary - The Secretary shall:
1. Keep the minutes of the meetings of the Board of Directors and the Executive Board, and the annual and any special meetings of the Association membership and provide copies to the members of the Board of Directors at the next regularly scheduled meeting of the Board of Directors, Executive Committee or Committee meeting;
2. See that notices of meetings are duly given in accordance with the provisions of these Bylaws;
3. Be custodian of the records of the Association, the Board of Directors, and the Executive Board;
4. Deliver to his/her successor in office all minutes and records of the Association and its Boards; and
5. In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors.
D. Treasurer - The Treasurer shall:
1. Have charge and custody of and be responsible for the funds of the Association;
2. Receive and give receipts for monies paid to the Association and deposit with ten (10) business days, all such monies in the name of the Association in such banks, trust companies or depositories as shall be selected in accordance with the provisions of these Bylaws
3. Generally perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President of the Board of Directors; and
4. The Board of Directors require the Treasurer to give a bond for the faithful discharge of his/her duties in which such sum with such sureties as the Board of Directors shall determine. The cost incident to any such bond required shall be paid from the funds of the Association.
E. Records Secretary – The Records Secretary shall:
1. Enter, maintain and dispense all records necessary to the operation of the Association in the Association computer;
2. Perform all duties incident to the office of the Records Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors.
F. Parliamentarian - The Parliamentarian shall:
1. If a member of the Board of Directors is not a recognized parliamentarian, a member of the Board may serve as chairman of the Bylaws Committee. Copies of the current bylaws shall be provided to members of the Board of Directors at the beginning of their term of office.
2. Serve as an advisory member of the Board of Directors on matters of procedures pertaining to these Bylaws.
Section 6 – Sergeant at Arms – the President shall appoint a Board of Directors member to act as the Sgt. At Arms for the Association. The Sgt. At Arms shall:
1. Assist the presiding officer in keeping order during the meeting; and
2. Shall perform such other duties as may be directed by the President and the
Board of Directors.
Section 7 - Compensation –
No compensation shall be paid to an officer for the discharge of duties of such officer. Reasonable expenses incurred in the performance of the duties as officer of the Association, shall be reimbursed in accordance with approved financial procedures.
ARTICLE VII – BOARD OF DIRECTORS
Section 1 – Number of Members:
The Board of Directors shall consist of twenty-four (24) members who shall be regular members of the Association. More than one member of a graduating class may serve on the Board of Directors; however, representation of many graduating classes shall be encouraged to develop a wider range of representation.
Section 2 – Ex-Officio Members:
Ex-officio, non-voting, members of the Board of Directors will be elected at the annual meeting of the Association.
The Principal of the School shall be appointed by the Board of Directors as an ex-officio, non-voting, member of the Board, and shall be encouraged to attend meetings of the Board of Directors, the Executive Board and all meetings of the Association.
Section 3 – Terms of Office:
The term of office for a member of the Board of Directors will be three (3) years. The terms of eight (8) members expire each year. Therefore, eight (8) members will be elected for a three-year term each year. Each Director shall hold office until the expiration of the term of office for which he/she was elected or until his/her successor shall have been elected and qualified.
Section 4 - Meetings
All meetings of the Board of Directors shall be open to attendance by regular, or honorary members of the Association.
The Board of Directors shall meet immediately following the annual meeting of the Association at which they are elected and at the place of such meeting.
Regular meetings of the Board of Directors shall be held in the second week of each third month thereafter (January, April, July and October). The place and time of such regular meetings of the Board shall be designated by the majority vote of the duly elected Directors present at the meeting held following the annual meeting of the Association
Special meetings of the Board of Directors may be called by the President, or Vice President in the case of the President’s resignation, or death, or a majority of the members of the Board of Directors. Notice of any such meeting shall be given personally, to each Director by electronic mail, or U.S. mail as provided in Article V, Section 4 above.
Section 5 – Quorum:
A majority of the members of the Board of Directors fixed by Section 1 of this Article shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of the majority of the Directors present at a meeting of which is quorum is present, in person, shall be the act of the Board of Directors.
Section 6 – Duties:
The Board of Directors shall, at the meeting following the annual meeting of the Association, elect an Executive Board consisting of at least nine (9) members of the Board of Directors. The officers, as described in Article VI, Section 1, are included in the nine members.
Section 7 – Nominations & Elections:
At the January Board Meeting, the Board of Directors shall elect the Nominating Committee consisting of a Chair and two members.
1. Prior to presenting their nominating report to the Board of Directors at the October meeting, and at the annual meeting, the Nominating Committee shall interview each member who has expressed an interest in serving on the Board of Directors. This interview shall give the applicant information about the expectations and commitment to the Board position and the applicant shall give the Committee a biographical sketch or resume of talents or expertise for any special committee.
Requests for application for nomination to the Board of Directors shall be sent by electronic means (E-News, Facebook) and any other means deemed necessary by the Board of Directors.
2. This Nominating Committee shall prepare a nominating report for election to the Board of Directors and submit to the membership at the Annual Meeting. Eight (8) members’ names shall be recommended by the Committee to serve as a member of the Board of Directors for a term of three (3) years each and shall be a regular member of the Association, in good standing, and shall have given their consent to serve and declared their willingness to devote the necessary time and effort in the discharge of the duties of a member of the Board of Directors.
Section 8 - Compensation:
No compensation shall be paid to a Director for the performance of duties as a Director. Reasonable expenses in the performance of the duties as a Director shall be reimbursed as directed by approved financial procedures.
Section 9 – Vacancies on the Board of Directors:
Vacancies of the Board of Directors or the Executive Board shall be filled by a majority vote of the members of the Board of Directors. The Board of Directors shall declare vacant the office of any Director, Executive Board member, or Officer who fails to discharge the duties of his/her office, dies or resigns from such office. A vacancy shall not occur until the Board of Directors accepts a resignation. For clarification on resignations, refer to Article VI, The Officers, Section 4.
Failure to discharge the duties of office shall include absence without excuse from three (3) consecutive official meetings, or five (5) absences from meetings during their term. In his/her sole discretion, the President is authorized to grant excused absences from meetings for illness or other good cause; or excused absences may be granted by a majority vote of the Board of Directors.
ARTICLE VIII – THE EXECUTIVE BOARD
Section 1 – Authority
The Executive Board shall not assume authority in matters requiring action by the full Board of Directors. The Executive Board is constituted, recognizing that day-to-day conduct of the affairs of the Association may require prompt action which would be difficult to accomplish by the full Board of Directors. Actions of the Executive Board must be reported to and are subject to review by and approval at the next regular meeting of the full Board of Directors.
Section 2 – Number of Members
The Executive Board shall consist of nine (9) members –the officers of the Association and three (3) other members of the Board of Directors.
Section 3 – Quorum
Five members of the Executive Board will constitute a quorum for conduct of required business.
Section 4 - Duties
Approve the annual budget prepared by the President, Vice President and Treasurer to be presented to the Executive Board prior to submitting to the Board of Directors for adoption at the January Board of Directors’ meeting. Approve the President’s appointment of committee chair and committee members.
Section 5 – Meetings: The Executive Board, Standing Committees and Special Ad Hoc Committees shall meet at such times and places and upon such notice as they shall each determine at the first meeting of each such Board or Committee after their election or appointment.
ARTICLE IX – CONTRACTS, LOANS, CHECKS & DEPOSITS
Section 1 – Contracts:
The Board of Directors may authorize any officer or officers, agent or agents, to enter into contracts in behalf of the Association, and such authority may be in general or confined to specific instances.
Section 2 – Loan Authority:
No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name.
Section 3 – Orders for Payment:
All checks, drafts or other orders for payment of money, in the name of the Association, shall be signed by such officer or officers, agent or agents, of the Association and in such manner as shall be determined from time to time by resolution of the Board of Directors. Signers of all orders of payment shall be any two (2) of the following: president, vice president, secretary, and treasurer.
Section 4 – Depository
Unless specified at the time of receipt, all funds received shall be placed in the General Funds account of the Association.
All funds of the Association shall be deposited promptly (within ten (10) business days) to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select, provided such depositories shall be insured by the Federal Deposit Insurance Corporation (FDIC), or the National Credit Union League Association (NCULA).
Section 5 – Bills Payable:
All bills against the Association, over the amount of $50.00, must be verified by signature of the appropriate committee chair of the Association prior to payment by the Treasurer.
ARTICLE X – COMMITTEES
Standing and Special Committees shall be appointed not less than thirty (30) days after the election of the Executive Board each year.
Section 1 – Standing Committees – The Standing Committees of the Association shall be:
A. Alumni Room
F. Fund Raising
G. Membership & Recruitment
Section 2 – Committee Chair:
The Chair and members of each Standing Committee shall be appointed by the President with the approval of the Executive Board. Each Standing Committee shall be composed of not less than three (3) members appointed by the Committee Chair. All Standing Committees must be identified by the January quarterly meeting of the Board of Directors. At each meeting of the Board of Directors, the chair of each Standing Committee shall make a report of the recommendations, actions pending and projects completed.
Section 3 – Duties of Standing Committees:
A. Alumni Room Committee - The Association shall support and encourage improvement of the Alumni Room for the preservation of the history and activities of Northeast High School. Materials and artifacts shall be catalogued, photographed or video-taped, and preserved electronically for insurance and replacement purposes.
B. Audit Committee - Three (3) members of the Audit Committee shall be elected by the Board of Directors at the January meeting of the Board of Directors. An audit of the books and records of the Association for the previous fiscal year shall be performed annually and a complete report given at the April Board of Directors’ meeting.
C. Budget Committee – The Budget Committee shall consist of the President, Vice President, and Treasurer.
D. Bylaws Committee – The Bylaws committee will prepare and submit any amendments to the Bylaws. Bylaw amendments must be submitted to the Association membership at least 30 days prior to the Annual meeting. Approval or rejection of Bylaws amendments shall be at the Annual Meeting.
E. Communications Committee – shall assist the Secretary in providing official notices required by the Bylaws, handle annual membership renewals by December 1 of each year and shall assist the Board of Directors and the Executive Board in communication with the members. The Committee shall maintain a mailing list of all regular, past and prospective members of the Association. All communications with the membership or the general public by other committees shall be presented to and be approved by the Communications Committee before issue.
F. Fund-Raising Committee – the Committee shall, with the approval of the Board of Directors, conduct such activities as appropriate to provide funding for the Association.
G. Membership & Recruitment Committee – the Committee shall encourage membership in the Association by all qualified persons and will work with a member of the staff or faculty of the School to make students of the School aware of the Association and its object and purposes. In recognition that the future of the Association rests with recent graduates, the Committee shall place emphasis, where possible, on recruiting membership from recent graduating classes.
H. Publicity Committee (external) – the Committee shall publicize events and activities of the Association, and, subject to the availability of funds, shall disseminate news of the object, purposes, and activities of the Association to its members by a newsletter. All information to be disseminated to the media shall be submitted to and approved by the Communications Committee.
I. Scholarship – the Committee shall administer funds provided by the Association to provide financial assistance to qualified students of the School after graduation. The Committee shall:
1. With the assistance of the School Counselor, make members of the graduating class of the School aware of the existence of scholarship funds;
2. The amount of the award to be made;
3. Each recipient of scholarship aid must sign a disclosure release to check attendance and grades.
4. The criteria used by the Committee in making the award (including financial need of the applicant, grades in the undergraduate classes, participation in extra-curricular activities and civic events), and the willingness of the applicant to further the objects of the Association;
5. Shall provide application forms to be used in preliminary screening.
6. Shall evaluate each applicant; and by majority of the Committee;
7. Award an annual scholarship to one or more graduates of the School from funds made available by the Association.
8. The Committee shall attempt to monitor the progress of the students who are actively receiving scholarship funds and shall report regularly to the Board of Directors as to all actions of the Committee.
Section 4 - Special Committees – the President, with the approval of the Board of Directors, may appoint special committees (i.e. the Purple and White Newsletter Committee, the Viking Incentive Program (VIP) or the Viking Assistance Program (VAP), as needed.
ARTICLE XI – AMENDMENTS TO BYLAWS
These Bylaws may be amended or new bylaws may be adopted by a vote of a majority of the then enrolled regular members of the Association, at any annual meeting of the Association or at any special meeting of all of the regular members of the Association called for that purpose, when the proposed amendment has been set out in the notice of such meeting. A vote upon such alteration, amendment or repeal may be by proxy.
ARTICLE XII – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
ARTICLE XIII - DISSOLUTION OF THE ASSOCIATION
Dissolution Clause: Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time quality as an exempt organization or organizations under Section 501(C)3 of the Internal Revenue Code of 1986 (or the corresponding provision of any future U.S. Internal Revenue Law), as the Board of Directors shall determine.
Any such assets not so disposed of shall be disposed of by the Court of Common Please of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
Originally adopted: October, 1988
Revised: October 15, 1991
Revised: October 16, 2001
Revised: October 16, 2007
Revised October 16, 2012
Copyright © 1999 Northeast Alumni Association. All rights reserved.
Revised: September 13, 2012