Meeting Minutes and By-Laws|
UHS Alumni Association
A Not-For-Profit Corporation
Review MEETING MINUTES Article I
The UHS Alumni Association is a not-for-profit corporation chartered by the Secretary of State of the State of Texas. Hereinafter, the term “Association” will be synonymous with the term “Corporation”.
The principal office of the Association shall be located in the City of Uvalde, County of Uvalde, State of Texas. The Association may also have such offices at such other places within the State as the Board of Directors may from time to time determine. A Texas office must always be maintained so as to keep our State Incorporation. Membership meetings can be held at our office on the Internet at www.uhsalumni.com.
1. (A) The persons signing the Certificate of Incorporation as Incorporators shall be the first members of the Association, unless they shall have resigned as such members or unless membership shall otherwise have been terminated. Thereafter, the eligibility and qualifications for membership, and the manner of and admission into membership shall be prescribed by resolutions duly adopted by the Board of Directors of the Association or by such rules and regulations as may be prescribed by the Board of Directors. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Association shall be affixed to the By-Laws of the Association, and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership. And, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership.
(B) The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, non-payment of dues, dissolution or liquidation of the Association.
2. (A) The Annual Meeting of Members of the Association shall be held on such date or dates and location as shall be fixed from time to time by the Board of Directors of the Association. The first Annual Meeting shall be held during the month of January, 2005 or within eighteen months after the formation of the Association. Each successive Annual Meeting shall be held on a date not more than twelve months following the preceding Annual Meeting. Special Meetings of members may be held on such dates as may be fixed by the Board of Directors of the Association from time to time and by members on such date or dates as shall be permitted by law.
(B) Any Annual or Special Meeting of Members may be held at such place within or without the State as the Board of Directors of the Association may from time to time fix. In the event the Board of Directors shall fail to fix such place or time, or in the event members are entitled to call or convene a Special Meeting in accordance with the law, then, in such event, such meeting shall be held at the principal office of the Association.
(C) Annual or Special Meetings of Members may be called by the Board of Directors or by any officer of the Association instructed to do so by the Board of Directors, except to the extent that directors may be required by law to call a meeting, and shall be called by the Secretary on behalf of the members, when required to do so by law.
(D) Written notice stating the place, day and hour of the meeting shall be given for all meetings. Such notice shall state the person or persons calling the meeting. Notice for an Annual Meeting and notices for special meetings shall state the purpose or purposes for which the meeting is called. At any Special Meeting, only the business stated in the Notice of Meeting may be transacted thereat. Notice of Meeting shall be given either personally, by E-mail or by first class mail not less than 10 days nor more than 50 days before the date of the meeting, to each member at his address recorded on the records of the Association, or at such other address which the member may have furnished in writing to the Secretary of the Association. Notice shall be deemed to have been given when deposited with postage prepaid in the post office or other official depository under the exclusive jurisdiction of the United States Post Office. Any meeting of members may be recessed from time to time. In such event, it shall not be necessary to provide further notice of the time and place of the resumption of the recessed meeting if announcement of the time and place of resumption has been given prior to the recess. In the event the Board of Directors fixes a new record date for a recessed meeting, a new notice shall be given, in the same manner as herein provided. No notice need be given to any member who executes and delivers a Waiver of Notice before or after the meeting. The attendance of a member in person or by proxy at the meeting without protesting the lack of notice of a meeting shall constitute a waiver of notice by such member.
(E) At every meeting of members, there shall be present a list or record of members as of the record date, certified by the officer responsible for its preparation, and upon request thereof, any member who has given written notice to the Association, which request shall be made at least 10 days prior to such meeting, shall have the right to inspect such list or record at the meeting. Such list shall be evidence of the right of the persons to vote at such meeting and all persons who appear on such list or record to be members may vote at such meeting. All membership of this Association is posted on the Association’s Internet site and may be inspected at anytime. Such membership list is updated as needed, but is not guaranteed to be completely accurate.
3. At each Annual Meeting of Members, the Board of Directors shall present an Annual Report. Such report shall be filed with the records of the Association and entered in the minutes of the proceedings of such Annual Meeting of Members.
4. Meetings of the members shall be presided over by the following officers, in order of seniority: the Chairman of the Board, Vice Chairman of the Board and Secretary of the Association. The Secretary of the Association shall act as Secretary of every meeting. If the Secretary is not present then the person in charge of the meeting shall appoint one of the members to serve as Secretary for the meeting.
The order of business at all meeting of members shall be as follows:
Reading of the minutes of the preceding meeting
Report of standing committees
5. Every member may authorize another person to act for him by proxy in all matters in which a member may participate, including voting or participating in a meeting, or expressing consent or dissent without a meeting. Every proxy shall be signed by the member or his attorney in fact, and shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. Except as provided by law, no proxy shall be valid after the expiration of eleven months from the proxy’s date. All such proxies must be sent to a member of the Board by first class mail, e-mail, or hand carried by the person delegated by the member to act in place of the member.
6. All votes cast absentee by mail by this membership shall be sent by First Class Mail or via E-Mail to the Secretary of the Association. All votes will have a cut off date and any cast or received after such cut off date will be considered void. Each membership shall entitle the holder thereof to one vote. In the election of directors, a majority of the votes cast shall elect. Except to the extent provided by law, all other action shall be by a majority of the votes cast. A vote may be asked for and permitted without a meeting. All membership must be notified that such a vote will be taken and given at least seven days to cast their vote. Ballots will be opened and counted by the Secretary in the presence of three members appointed by the Chairman with the concurrence of the Board of Directors.
Board of Directors
1. The Association shall be managed by a Board of Directors that are each elected for two year terms. Each director shall be at least 18 years of age, and shall be a paid member of the Association during his/her directorship. The initial Board of Directors shall consist of three persons. Thereafter, the number of directors constituting the entire Board shall be no less than three. The number of Directors may be increased or decreased by action of the members or the Board of Directors, provided that any action by the Board of Directors to affect such increase or decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall shorten the term of any director then in office.
2. The first Board of Directors shall consist of those persons elected by the Incorporators or named as the initial Board of Directors in the Certificate of Incorporation of the Association. At the first Annual Meeting of Members, four new directors will be elected to two year terms. Five of the current directors will remain on the board for one more year after the first Annual Meeting of Members. Should fewer than five current directors choose to remain on the board, then vacancies will be filled till there are nine members on the Board of Directors. Future directors will be elected to two-year terms, which will be staggered so as to always have experienced members on the Board of Directors. At each Annual Meeting of Members thereafter, the membership shall elect directors to replace those directors whose terms have expired. In the event more members file for election to the office of director than vacancies exist, the individuals receiving the most votes cast will be elected. Each director shall hold office until his/her successor has been duly elected and qualified, or until his/her prior resignation or removal as hereinafter provided. There is no limit as to the number of terms a person may serve.
3 Written notice will be sent to the membership not less than 90 days before each Annual Meeting of Members informing them of vacancies on the board. This written notice may be in the form of an individual notice or as part of a newsletter sent only to members. Any member in good standing may choose to run for one of the vacancies by notifying the Board Secretary in writing within 15 days of receiving the written notification of pending vacancy. All candidates shall be provided with a questionnaire that must be answered and returned along with their application for candidacy in order to inform the membership of their qualifications for office. Ballots and proxy designation forms shall be sent to the membership no later than 30 days before the Annual Meeting of Members. Ballots and/or proxy designation forms shall be returned by United States Mail or E-Mail to the Secretary of the Board. Ballots returned by United States Mail or by E-Mail must be received before the Annual Meeting of Members in order to be counted. Ballots received after the date of the Annual Meeting of Members will be destroyed un-opened.
4. (A) Any and all of the members of the Board of Directors may be removed with or without cause by a majority of votes submitted within the designated time frame by the members of the Association. The Board of Directors may remove any director for cause only.
(B) A Director may resign at any time by giving written notice to the Board of Directors or to an officer of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.
5. Newly-created directorships or vacancies in the Board of Directors may be filled by a vote of the majority of the Board of Directors then in office. Vacancies occurring by reason of the removal of Directors without cause shall be filled by a vote of the members. Any director so elected, will serve until the next election of directors.
6. A regular Annual Meeting of the Board of Directors shall be held as soon as possible following the Annual Meeting of Members. All other meetings shall be held at such time and place as shall be fixed by the Board of Directors from time to time.
(A) No notice shall be required for regular meetings of the Board of Directors for which the time and
place have been fixed. Special meetings may be called by or at the direction of the Chairman of
the Board, the Vice Chairman or by a majority of the directors then in office.
(B) Written, oral, or any other method of notice of the time and place shall be given for special
meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of
Directors. The notice of any meeting need not specify the purpose of such meeting. The
requirement for furnishing notice of a meeting may be waived by any director who signs a Waiver
of Notice before or after the meeting or who attends the meeting without protesting the lack of
notice to him/her.
7. Except to the extent specified herein or in the Certificate of Incorporation of the Association provided, a majority of the entire members of the Board of Directors shall constitute a quorum. At any meetings held to remove one or more directors a quorum shall consist of a majority of the directors present at such meeting. Whenever a vacancy of the Board of Directors shall prevent a quorum from being present in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the extent provided by law and these By-Laws, the act of the Board of Directors shall be by a majority of the directors present at the time of vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Association shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.
8. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors. If there is no Chairman or in his absence, the Vice Chairman shall preside and, if there is no Vice Chairman or in his absence, any other director chosen by the Board, shall preside.
9. Whenever the Board of Directors shall consist of more than three persons, the Board of Directors may designate from their number, an executive committee and other standing committees. In addition, the Board of Directors may establish special committees for any lawful purpose, which may have such power as the Board of Directors may lawfully delegate. These special committees may be made up of members of the Association who the Board so designates.
1. The Board of Directors may elect or appoint a Chairman of the Board of Directors, a Vice Chairman and Secretary-Treasurer and any other officers as may be deemed necessary. Any two or more offices may be held by the same person except the office of Chairman.
2. Each officer shall hold office until the Annual Meeting of the Board of Directors and until his successor has been duly elected and qualified. The Board of Directors may remove any officer with or without cause at any time.
3. The Chairman of the Board shall be the chief executive officer of the Association, shall have the responsibility for the general management of the affairs of the Association, and shall carry out the resolutions of the Board of Directors.
4. During the absence or disability of the Chairman of the Association, the Vice Chairman shall have all the power and functions of the Chairman. The Vice Chairman shall perform such duties as may be prescribed by the Board of Directors from time to time.
5. The Treasurer shall have the care and custody of all of the funds and securities of the Association, and shall deposit said funds in the name of the Association in such bank and investment accounts as the Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Association when counter-signed by the Chairman: he/she may also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors, and counter-signed by the Chairman or some other member of the Association so delegated by the Board of Directors.
6. The Secretary shall keep the minutes of the Board of Directors and the minutes of the Annual Meeting of Members. He/she shall serve all notices for the Association which shall have been authorized by the Board of Directors, and shall have the care of all books and records of the Association.
1. The Association shall keep at the principal office of the Association, complete and correct records and books of account, and shall keep minutes of the proceedings of the members, the Board of Directors, or any committee appointed by the Board of Directors, as well as a list or record containing the names and address of all members.
2. The fiscal year of the Association shall be fixed by the Board of Directors from time to time, subject to applicable law.
3. All By-Laws of the Association shall be subject to alteration or repeal, and new By-Laws may be made, by a majority vote of the members entitled to vote in the election of directors, at a special election called for such purpose.
4. The Board of Directors shall have the power to make, alter or repeal, from time to time, By-Laws of the Association, except that the Board may not amend or repeal any By-Law in which control thereof is vested exclusively in the members. If any By-Law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of directors, the By-Laws so made, amended or repealed, together with a concise statement of the changes made.
5 A document outlining a written job description of the general duties of each officer and director will be developed, and added to this revised By-Law as an addendum.
6 Should for what ever reason, the UHS Alumni Association cease to exist, the following will happen: All outstanding legal obligations of the Association will be paid, any assets owned by the Association will be sold, and all funds in bank and investment accounts will be transferred to Southwest Texas Junior College. These funds are only to be used to provide scholarships to graduating Uvalde High School Seniors until all funds have expired.
Click HERE to read the minutes of meetings held
thus far, by the Alumni Association.