By-laws

DAVIS SENIOR HIGH SCHOOL ALUMNI ASSOCIATION, INC

An Incorporated Foundation

 

ARTICLE 1 – NAME

 

Section 1.1      The name of this incorporated association is officially the Davis Senior High School Alumni Association (Association).

 

ARTICLE II – MISSION AND PURPOSE

 

SECTION 2.1   The Mission of the Association is to encourage, strengthen and sustain the interaction between Davis Senior High School, its alumni and friends and to encourage support for Davis Senior High School.

 

Section 2.2 

 

            2.21     To communicate effectively with alumni, teachers, administrators,

                        Friends, and supporters of Davis High school

 

            2.22     To facilitate and coordinate exchange of alumni information

 

            2.23     To preserve the history and traditions of Davis High School and

                        advance pride in the school’s heritage

 

            2.24     To recognize outstanding alumni, faculty, staff, friends and

                        Benefactors vis the Davis High School Hall of Fame and other

                        Events.

 

Section 3.1      The Association shall be governed by a Board of Directors (hereinafter referred to as the “Board”).  The Board shall have the responsibility to fulfill the Mission and Purposes of the Association as set forth in Article II.

 

Section 3.2      The Board shall consist of at least five (5), but not more than nine (9) members all being voting members and designated as follows; No less than 50% of the Board must be Davis High School Alumni.

 

Section 3.3      All Board members shall be elected by the Board, in compliance with the provisions of Article IV.

 

3.3.1    Board members shall become active upon their review of, and written agreement of the Association’s Policies and Procedures.

 

Section 3.4      Board Members shall serve a term of two years.  Board Members are eligible to serve addition terms if elected to do so by a majority of the Board.

 

Section 3.5      A quorum must be present in order to conduct business.  A quorum shall consist of a simple majority of the total Board membership.

 

Section 3.6      The Board may, by resolution, be provided indemnification for any and all current or former officers, directors, and employees of the Association against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been officers, directors or employees of the Board except in relation to matters as to which such individuals shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

 

ARTICLE IV – EXECUTIVE OFFICERS

 

Section 4.1      The Executive Officers of the Association shall be elected by the Board at the December meeting of the Board.  Officers shall serve a term of one year.  The Executive Officers shall also constitute the Executive Committee as set forth in Article V.

 

Section 4.2      Executive Officers of the Association shall consist of a President, Vice President, Secretary and Treasurer.  Executive officers, upon assuming office, automatically extend their Board membership to the end of the calendar year.

 

Section 4.3      The untimely vacancy of an Executive Officer position shall be filled as it occurs, by a majority vote of the Board.

 

ARTICLE V – DUTIES OF OFFICERS

 

Section 5.1      President – The President of the Association shall preside at all meetings of the Board and shall perform such duties as are normally required of the Office, including, but no limited to the appointing of all committees necessary for the proper functioning of the Association.

 

Section 5.2      Vice President – The Vice President shall, in the absence of the President, perform all the duties of the President.  He/she shall assist the President and perform such duties as prescribed by the Board.

 

Section 5.3      Secretary – The Secretary shall keep and maintain the official minutes of all meetings of the Association and the Board.

 

Section 5.4      Treasurer – the Treasurer shall keep and maintain the official accounting/banking records regarding the monies of the Association, in a manner consistent with generally accepted accounting principles and/or the requirements of the IRS and the California Office of Attorney General.

           

5.4.1    The authorized signatories on Association bank accounts shall be the President and Treasurer and may include the Vice President.  Two signatures shall be required on Association withdrawals or checks for any amount over $500.00

 

Section 5.5      Executive Committee – In addition to the requirements of the individual offices as set forth above, the Executive Officers identified in Section 5.1 – 5.4 shall also serve as the Executive Committee, and as such shall act for, and on behalf of the Board of Directors when the Board is not in session or when designated by the Board to act on specific matters.  The President shall serve as Chairperson or the Executive Committee.

 

Section 5.6.1  The Executive Committee shall be held accountable to the Board for its actions, and as such shall provide notice of all actions to the Board prior to the next meeting of the Board of Directors.

 

ARTICLE VI – ELECTIONS

 

Section 6.1      Board Members shall present nominations for Board Members to the Executive Committee.  Board Members may be elected at any regularly scheduled meeting.

 

Section 6.2      Nominees shall attend two meetings prior to election to the Board.  The President shall have a least one meeting with the nominee to review the Association’s policies, procedures and expectations for the position.  Board members shall become active upon their review of, and written agreement to, the Association’s Policies and Procedures.

 

Section 6.3      The Board shall hold an annual election for Executive Officers in December of each year.  The Board shall elect new Executive Officers by majority vote from the slate of candidates.

 

Section 6.4      There shall be a thirty (30) day waiting period between nomination and election of Executive Officers.  Should there be no nominee (s) for one or more of the Executive positions on the day of the elections, nomination will be taken from the floor.

 

Section 6.5      The results of all elections shall be reported in the minutes of the Association.

 

ARTICLE VII – COMMITTEES

 

Section 7.1      The Association shall create the following standing committees:

           

7.1.1                Budget, Finance, Audit and Compliance

 

7.1.2                Policies and Procedures

 

7.1.3                DHS Hall of Fame Committee

 

7.1.4                Electronic Media and Alumni Outreach Committee

 

Section 7.2      The Chairperson of any committee shall be a current member of the Board of Directors.

 

Section 7.3      No action by any committee or by an individual member of any committee, shall be binding upon, or constitute an expression of, the policy or policies of the Association until it has been approved or ratified by the Board of Directors.

 

Section 7.4      All committee budgets require Board approval and written documentation provided to the Treasurer and others as prescribed by Association Policies and Procedures

 

ARTICLE VIII – COMPENSATION OF BOARD MEMBERS

 

Section 8.1      The Officers and Board members of the Association shall serve without pay and neither part of the funds of the Association nor any part of its earnings shall inure to the benefit of any member of the Association.

 

ARTICLE IX – MEETINGS

 

Section 9.1      The Board shall meet on a quarterly basis with additional meetings scheduled on an as-needed basis.  The January meeting shall be considered the annual meeting.

 

Section 9.2      Meetings of the individual committees shall be scheduled as follows:

  • As determined by the members of each committee

  • As requested by the Board

  • As requested by the Executive Committee

  • As requested by the President of the Foundation

 

ARTICLE X – FINANCIAL

 

Section 10.1    The Executive Committee is responsible for providing an annual budget in January for approval by the Board.

 

Section 10.2    All monies of the Association shall be deposited with and disbursed by the Treasurer or a Board approved designee

 

Section 10.3    The Board is responsible for complying with all local, State and Federal Tax Laws.

 

ARTICLE XI – AMENDMENTS

 

Section 11.1    These By-Laws may be revised or amended by a three-quarter (3/4) majority vote.  Notification of a specific By-Law to be considered for revision or amendment must be distributed in writing to all current Board members a minimum of 10 days prior to the Board meeting at which the vote will be taken.

 

ARTICLE XII – PARLIAMENTARY AUTHORITY

 

When challenged as to proper parliamentary procedure, and when those challenges are no specifically addressed by the By-Laws of the Association, the most current edition of Rosenberg’s Rules of Order shall be the final source of authority in resolving all such challenges or questions except when insufficient to address issue, and the Robert’s Rules of Order will be used to reach a final resolution.

 

ARTICLE XIII – DISOLUTION

 

Upon dissolution or winding up of the Association, all assets remaining after payment, or provision for payment, for all debts and liabilities of the Association shall be distributed to Davis Senior High School a public school operated exclusively for charitable purposed which is tax exempt under section 501 (c)(3) of the Internal Revenue Code.

 

Article XIV – EFFECTIVE DATE

 

The Bylaws shall become effective as of January 23, 2002

The Revised Bylaws shall become effective as of February 2, 2010

The Revised Bylaws (2nd revision) shall become effective as of May 15, 2019

Encouraging, Strengthening and Sustaining the Interaction Between Davis Senior High School and its Allumni.