PATRICK COUNTY HIGH SCHOOL
ALUMNI ASSOCIATION
BY-LAWS

Article I. General
Purpose: The Patrick County High School Alumni Association is formed exclusively for non-profit, charitable, academic, athletic and fine arts purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future United States federal tax code, to further the common good in society, including but not limited to, the following:

To organize and unite former students of Patrick County High School in order to promote, foster, develop and sustain the overall environment, rendering it conducive to offering and obtaining proper, fitting, effective excellent education at that School in particular and in Patrick County, Virginia generally, through provision of essential financial and material assistance and support towards the development and enhancement of education and the welfare of the Patrick County students. More specifically –

* To cultivate closer relationship, including good and cordial fellowship among the former students of Patrick County High School.

* To extend to some students financial assistance or support including but not limited to scholarships, grants or educational supplies.

* To periodically provide financial assistance or support to Patrick County High School which may be designed specifically for development and maintenance of infrastructure and/or programs.

* To generally promote and foster the interest of Patrick County High School among the citizens of Patrick County, Virginia individually and as a whole.

Article II. Funds, Gifts, Donations
Section 1 - Funds: Funds for furthering the purposes of the Association as set forth in Section 1 hereof shall be derived from membership dues, donations, and contributions (solicited and unsolicited), and occasional fund-raising activities. No funds of the Association shall inure to the benefit of, or be distributed to its members, officers, or other persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services it is rendered and to make payments and distributions in furtherance of its purposes.

Section 2 - Deposits: All funds of the Association shall be deposited to the credit of the Association in banks, trust companies or other depositories as the Association shall select and approve. Any and all checks issued against the Association’s funds/account(s) shall be signed by the Treasurer, President or Vice-President. All checks must carry two of the three authorized officers’ signatures to be valid.

Section 3 - Gifts: Donations and Contributions. The President or the Treasurer or the Secretary may accept on behalf of the Association any gift, donation, contribution, and bequest or devise for the general purpose or for designated specific activity consistent with the purposes of the Association. The Treasurer shall be given care and custody of any such item without undue delay and the membership shall accordingly be promptly informed no later than the next organized meeting of the Association after the item(s) was received. All donations and gifts will be received based solely upon the Gift and Fund Acceptance Policy and Guidelines.

Article III. Activities
Section 1 - Activities: The Association shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, this Association shall not, to any degree engage in any activity or exercise any power that is not in furtherance of the purpose of this Association as set forth in Section 1 hereof.

Article IV. Members, Dues and Other Assessments
Section 1 - Members: The Association may have three types of members: (1) Regular Member – Any person whose name is on the student register at Patrick County High School can become a regular member; (2) Honorary Member – Any person who is not a former student of Patrick County High School may be granted honorary membership; and (3) Business/Corporate Member – Any business or corporation who wishes to be involved within the purpose of this Association as set forth in Section 1 may become a member. Honorary and Business/Corporate Membership may be granted in the Association upon recommendation of the Executive body and approval by majority vote of the regular members present and voting during the meeting at which the recommendation is presented for a decision. Regular, Honorary and Business/Corporate Members shall be subject to the same financial obligations to the Association, including membership dues and other reasonable assessments which the Association may occasionally deem necessary to levy. A regular member, so long as he or she has satisfied mandatory financial obligations to the Association in form of membership dues and other duly levied assessments, is entitled to participate in activities and discussions and to vote on all matters of the Association. An Honorary, Business/Corporate Member is entitled to participate in activities and discussions but has no right to vote. Any reference herein to member(s) denotes regular, honorary, and business/corporate member(s) unless otherwise specifically indicated.

Section 2 - Membership Dues and Other Assessments: A member is obligated to pay in a timely manner any membership dues which shall be set by the Association. A member is also obligated to pay in a timely manner any other assessment which the Association may occasionally deem appropriate to levy. Any member who defaults on payment of membership dues or any other assessment as determined and levied by the Association, shall be deemed suspended from all privileges of membership, and if, after notice by the Treasurer, the default be not cured within a period of ninety days the membership of that person shall automatically terminate. As a condition for reinstatement of a membership terminated as a result of default in satisfying financial obligation(s), the Association may demand payment of any and all arrearage, and may demand that payment to the Association be made in full prior to reinstating the membership.

Section 3 - Condition Precedent to Assessment: No assessment shall be levied against the members of the Association until the proposed assessment shall have been submitted to and approved by a majority of voting eligible members at an organized meeting.

Article V. Meetings
Section 1 - Meetings: A regular meeting of the Association shall be held annually, except that the Association may in exigent circumstance by resolution, cancel or reschedule any such meeting, or schedule additional meetings. The date, time and venue of any rescheduled or additional meeting shall be determined by resolution, either by the general membership or by simple majority of the Executive body. Special meeting of the Executive Body shall be convened by the President upon request by any other two officers of the Association. Notice of any rescheduled or additional meetings of the Association or the Executive or of any special meeting of the Executive Body shall be communicated and delivered by mail, telephone, electronic medium, or personally at least seven (7) days prior to the meeting.

Section 2 - Rules Governing Conduct of Meetings: The rules propounded in Robert’s Rules of Order shall govern the meetings of the Association in all instances where they are not inconsistent with these Bylaws.

Section 3 - Quorum: The presence of five (5) voting eligible members of any organized meeting of the Association shall constitute a quorum for the transaction of business. A majority of the Officers shall constitute a quorum for the transactions of business at any meeting of the Executive Body.

Section 4 - Manner of Action/Binding Actions: The act of a majority of voting eligible members at any meeting of which a quorum is present shall be the act of the Association, except where otherwise provided by law or by Bylaws. The act of a majority of the Executive Body at a quorum-constituted Executive meeting shall be the action of the Executive Body.

Article VI. General Powers
Section 1 - General Powers: In furtherance of the aforementioned purposes, but not limited to these, the Association shall have the power, to the extent that such power is conferred or is not limited by law, to make and perform contracts for any lawful purpose, to solicit donations and contributions, to engage in various charitable funding and fund-raising activities and to acquire, own, hold, operate and maintain such property as to effectuate its purpose.

Article VII. Board of Directors/Executive Body; Election and Term of Officers
Section 1 – Governing Body: The affairs of the Association shall be managed and regulated and its property controlled by a board of directors/executive body comprised of fifteen members (which number may be increased or decreased by amending the Bylaws) elected by the Association and endowed with authority to perform the duties prescribed and to act on behalf of the Association pursuant to these Bylaws and in a manner not inconsistent with law. Each director and the officers of the Association together shall constitute its executive body. In case of the absence or unavailability of any officer or agent, or for other reason the Association may deem sufficient, the Association may decide at an organized meeting to delegate the authority and duties of the officer to any other officer or any voting eligible member, for the time being, or may at any time appoint assistant(s) to any officer or agent, provided that there is concurrence by a two-thirds majority of voting eligible members at the meeting.

Section 2 – Honorary Board: An Honorary Board is established for individuals who have made outstanding contributions to the Association or its purposes. Honorary members must be recommended by a member, in good standing, of the Association. Detailed information concerning the contributions and achievements of the individual must accompany the recommendation and be available for review by the Executive Body. The Executive Body will review the qualifications and bring forth a nomination to the membership, if warranted, at our Annual meeting; nominations will not be accepted from the floor. The persons nominated must receive a two-thirds majority of voting eligible members at the meeting in order to be elected to this Board.

Section 3 – Officers and their Duties: The officers of the Association shall be a President, Vice President, Secretary, Assistant Secretary, Social Secretary, and Treasurer. The qualifications, duties, term or office, time and manner of electing, and the manner of removing officers and filling vacancies shall be set forth in the Bylaws.

Section 4 – President: The President shall be the principal executive officer of the Association and shall in general coordinate, supervise, and implement all of the business and affairs of the Association, subject, however, to the consensus, control and directive of the Executive/general membership. The President shall preside over all meetings, except that he/she may, in his/her absence and unavailability of the Vice President; designate another officer or regular member to perform that role at any meeting.

Section 5 – Vice President: The Vice President shall assist the President in coordinating and implementing the business and affairs of the Association and, upon unavailability of the President, shall preside over meetings.

Section 6 – Secretary: The Secretary shall record and maintain the minutes of all meetings, see that notices and correspondence are initiated in accordance with directives by the Executive Body, the general membership or personal initiative, or in accordance with these Bylaws or as required by law. The Secretary shall, in general, perform the duties incident to the office of Secretary and such other duties as may be assigned by the President, the Executive Body, or the general membership.

Section 7 – Assistant Secretary: The Assistant Secretary shall maintain a chronological record as to the history of the Association and, in general, assist the Secretary in performing the duties incident to the office of Secretary and such other duties as may be assigned by the Secretary, President, the Executive Body, or the general membership.

Section 8 – Media Secretary: The Social Secretary shall coordinate and implement all social and publicity aspects of the Association’s affairs and, in general, perform duties incident to that of the Social Secretary and such duties as may be assigned by the President, the Executive Body, or the general membership.

Section 9 – Treasurer: The Treasurer shall have charge and custody of and be responsible for all assets, funds and securities of the Association; receive and give receipts for contributions and/or moneys due and payable to the Association from any source; disburse funds for authorized payments and distributions; deposit all moneys in the name of the Association in the bank(s), trust companies or other depositories as shall be selected and approved by the Association in accordance with these Bylaws. The Treasurer shall, in general, perform the duties incident of the office of Treasurer and such other duties as may be assigned by the President, the Executive Body, or the general membership.

Section 10 – Election and Term of Office: The officers and directors of the Association shall be elected by the general membership at an organized meeting. If the election could not be held then, it must be held as soon thereafter as convenient. Term of office shall be for three years except during the organizational period in which five will be elected to one year terms, five elected to two year terms and five elected to three year terms, maintaining a fifteen member board comprised of officers and directors. No officer or director may serve more than two successive three-year terms, except after expiration of a term of two years or less, or after expiration of the remainder of a term to which the officer or director was elected to fill a vacancy, in which case the officer or director may be elected to serve two additional three-year terms.
Officers of the Association shall be elected for a term of two years. No officer may serve more than two successive two-year terms, except after expiration of a term of less than two years in which case the officer may be elected to serve two additional two year terms.
A current officer or director may declare his/her intention to continue serving in an executive capacity and seek reelection/election accordingly.

Section 11 – Vacancies: Any vacancy in office may be filled for the duration of unexpired term, or new offices may be created and filled by the Association at any organized meeting, provided that notice of intention as to that specific purpose had been properly communicated to the membership at least seven (7) days prior to the meeting. Each officer and director shall hold office until his/her successor shall have been elected and shall have qualified.

Section 12 – Removal: Any officer, director or agent elected or appointed by the Association may be removed from office by the Association whenever in its judgment the best interest of the Association would be served by his or her removal. Such removal shall be effected by resolution adopted by two-thirds majority of voting eligible members at the meeting provided that notice of intention as to that specific purpose had been properly communicated to the membership at least seven (7) days prior to the meeting. Any officer or director of the Association, shown to have been absent from either three consecutive general meeting or half the total number (fifty percent) of general meetings held during the preceding twelve months, shall be deemed to have relinquished the office, unless the Association received proof of exigent circumstances to justify excusing the default.

Section 13 – Resignation: Any officer, director or agent elected or appointed by the Association may resign at any time giving written notice to the Association through the President and/or Secretary. A resignation shall take effect as of the date of receipt by the general membership of such notice or any later period specified in the notice. The acceptance of a resignation shall not be necessary to make it effective.

Section 14 – Voting Eligibility: A person’s eligibility to vote in the Association shall be governed by the following criteria: He/she is (1) not in arrears on membership dues; and (2) has been present at half the total number (fifty percent) of general meetings held during the preceding twelve months.

Article VIII. Committees
Section 1 – Committees: The Executive Body, upon resolution by the majority of voting eligible members at an organized meeting, may appoint one or more committees. A committee shall consist of two or more members, which to the extent provided in the resolution or in the Bylaws of the Association, shall have the authority to act on behalf of the Association in accordance with the prescribed mandate.

Article IX. Fiscal Year
Section 1 – Fiscal Year: The fiscal year of the Association shall begin on the first day of July and end on the 30th day of June in each calendar year.

Article X. Amendment to Bylaws
Section 1 – Amendment to Bylaws: These Bylaws may be altered, amended or repealed, in whole or in part, and new Bylaws may be adopted upon resolution by a two-thirds majority of voting eligible members at an organized meeting of the Association, provided that notice of intention as to that specific purpose had been properly communicated to the membership at least seven (7) days prior to the meeting.

The foregoing Bylaws adopted by the Patrick County High School Alumni Association this 6th day of March , 2006.