ARTICLE I
NAME AND STATUS
The name of this organization shall be Pioneer High School Alumni Association, hereafter known as PHSAA. PHSAA shall be established as and maintained status as a private non-profit organization.
ARTICLE II
PURPOSE
The purpose of PHSAA is to further the education and support to Pioneer High School students and graduates in the form of scholarships, grants, mentoring and career guidance. PHSAA shall plan activities to help create and foster relationships between students, faculty and alumni of Pioneer High School and to recognize the accomplishments of the Pioneer High School community. PHSAA is not established for the purpose of providing funds to supplement school budgets for salaries, wages and employee benefits in any form.
ARTICLE III
MEMBERSHIP
Membership in PHSAA is open to all graduates of and any student who completed as least two semesters at Pioneer High School located in Whittier, California. Non-voting memberships will be extended to current and retired faculty and Associate Member of the PHSAA. For purposes of these bylaws, members shall be in good standing to participate in elections. “Good standing” shall be defined as a member making the payment to the corporation of annual membership fees or other guidelines as determined by a 2/3 majority of the Board of directors.
For the first year following graduation from Pioneer High School, all alumni shall be offered membership status at no cost for the first year fiscal year provided they complete an application for membership.
ARTICLE IV
BOARD OF DIRECTORS - GOVERNANCE
1. Powers. Subject to any limitations in the Articles of Incorporation of this corporation, of the By-laws and of the laws of the State of California, all powers and affairs of this corporation shall be exercised and controlled by a Board of Directors. The Board of Directors has the power to form committees comprised of the directors, officers, and/or the general membership in order to perform the tasks necessary to carry forth the purpose of the corporation.
2. Board Composition. The authorized number of directors on the Board of Directors shall be eleven (11) unless otherwise provided for by a duly adopted amendment by the vote of two-thirds (2/3) of the Board of Directors. In no event shall an amendment establish a Board of Directors with less than five (5) individuals.
3. Executive Committee. The PHSAA shall be governed by an Executive Committee of the Board of Directors to include an elected President, Vice-President, Secretary, Treasurer and a Parliamentarian/Sergeant of Arms. These offices will makeup the Executive Committee charged with ongoing planning and implementation of PHSAA activities and business, under the Direction of the Board of Directors.
The President of the corporation shall be chairman of the Executive Committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all powers of the Board of Directors except as otherwise provided by law. A majority vote of the members of the Executive Committee shall be necessary to adopt a resolution. All actions of the Executive Committee shall be reported to the Board of Directors at its first meeting following meeting of the Executive Committee at which such action was adopted.
4. Addition of Directors. The Board of Directors may, from time to time, as deemed beneficial to the PHSAA, with two-thirds (2/3) majority vote, add, or remove, specific seats on the Executive Committee and/or the Board of Directors without need for amendment to this document.
5. Voting. Each member of the Board of Directors shall have the power of one (1) vote. A resolution or business requiring a vote shall be considered passed by simple majority (50%+1).
6. Elections: Any alumnus who is a member in good standing for no less than 6 months, participate in fundraising efforts for the PHSAA and attend one Board meeting per quarter at a minimum may be nominated as a director. The Secretary of PHSAA shall cause an announcement to be made to the general membership that nominations for director positions are open. Such announcement shall include the time, location and rules of the election as determined by the Board of Directors and shall be made at least one month before the elections are held.
7. Term of Office. Directors shall serve a term of 2 years and may not serve in the same elected office for more than 2 consecutive terms (4 consecutive years). The term shall commence on January 1st of the corresponding year, unless otherwise determined by a majority vote of the Board of Directors.
8. Vacancy. In the event of a vacancy on the Board of Directors, the position shall be appointed by the Board of Directors to an interim term until such time that an election for the general membership can be held. A Director appointed in this manner shall not be precluded from election to a second consecutive term of a maximum of two years.
9. Resignations and Removal. Any director may be removed for any action personal or otherwise that causes division, disrupts, impedes or hinders the goals and progress of Pioneer High School Alumni Association, by a two-thirds (2/3) majority of the Board of Directors at a regular or special meeting of the Board, after said director has received hearing before the Board. Any director may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary of the corporation. Any resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.
10. Meetings.
a. Time and Place. The Board of Directors shall meet a minimum of four times per calendar year at a time and place determined by resolution of the Board of Directors.
b. Annual General Meeting. An annual general meeting of PHSAA shall take place once per calendar year in the Whittier/Santa Fe Springs area. The purposes of the Annual General Meeting shall include but is not limited to amendments of the by-laws; reporting to the general membership on the health and status of the PHSAA; presentation of a two year plan by the Executive Committee; and a Treasurer's report.
c. Committees. Each committee formed by the Board of Directors shall set
A time and place to meet in order to carry out the tasks entrusted to them by the Board of Directors.
d. Robert’s Rules of Order. All meetings of the Board of Directors shall be conducted in a manner consistent with basic Parliamentary Procedure as outlined in Robert's Rules of Order.
e. Quorums. A majority (of 50% + one) of the Board of Directors shall be necessary to constitute a quorum for the transaction of business.
f. Notice. Written notice of the time and place of meetings shall be personally delivered or mailed to each of the Directors at least fifteen (15) calendar days before each meeting. However, each director may waive their right to notice of any such meeting. All waivers must be stated in or filed with the minutes of the corporation.
The general membership shall receive notice of all meetings, except committee meetings, at least five (5) business days before each meeting. Notice to the general membership may be given by electronic means or by mailing letters through the United States postal service. If notice is sent through the United States postal service, notices must be sent seven (7) business days before such meeting takes place.
11. Action in Lieu of Meeting. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if the Board of Directors unanimously consents to such action in writing, after a special meeting is held in which the general membership has had the opportunity to be heard on the issue for consideration. Such meeting shall occur only after seventy-two (72) hours notice.
12. Compensation. Directors are not entitled to receive any monetary compensation for their membership on the Board of Directors. Nothing herein shall be interpreted to mean that a director shall not receive reimbursement of an expense incurred by the director that was authorized by the Board of Directors.
ARTICLE V
OFFICERS
1. Elections. Any director shall be eligible to be elected to the offices of President, Vice President, Secretary, Treasurer, and Sergeant-Of Arms/Parliamentarian. Officers shall be elected by majority vote of the general membership. The Secretary of PHSAA shall cause an announcement to be published or otherwise to be made to the general membership that nominations for officer positions are open. Such announcement shall include the time, location and rules of the election as determined by the Board of Directors and shall be made at least one month before elections are held.
2. Term of Office. Officers shall serve a term of 2 years and may not serve in the same elected office for more than 2 consecutive terms (4 consecutive years). The term shall commence on January 1st of the corresponding year, unless otherwise determined by a majority vote of the Board of Directors. The Board Officer terms will be staggered for the upcoming elections. The Vice-President, Secretary, and Sergeant-At-Arms Offices are the first officers up for election held this year (2004) with a two-year term beginning January 1, 2005. The President and Treasurer will continue until the following election in the later part of 2005 with the new term to take place on January 1, 2006.
3. Vacancy. In the event of an officer vacancy, the position shall be appointed by the Board of Directors to an interim term until such time that an election for the general membership can be held. An officer appointed in this manner shall not be precluded from election to a second consecutive term of a maximum of two years.
4. Resignations and Removal. Any Officer may be removed for any action personal or otherwise that causes division, slander, disrupts, impedes or hinders the goals and progress of Pioneer High School Alumni Association, by a two-thirds (2/3) majority of the Board of Directors at a regular or special meeting of the Board, after said officer has received hearing before the Board. Any officer may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary of the corporation. Any resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.
5. Powers and Duties of the President. Subject to such supervisory powers, if any, as may be given by the Board of Directors, the President shall be Chief Executive Officer of the PHSAA and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs. The President shall: (1) preside over all meetings of the Board of Directors; (2) be a member of all the Executive Committee; (3) have the general powers and duties of management usually vested in the office of President; (4) have such other powers and duties as may be prescribed by the Board of Directors or these by-laws.
6. Powers and Duties of the Vice President. The Vice President shall actively assist the President in planning and management of the PHSAA. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and all the restriction upon the President. The Vice President shall serve a Chairman of the Annual General Meeting Committee. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or these by-laws.
7. Powers and Duties of the Secretary. The Secretary shall: (1) take minutes of all meetings of the Board of Directors which describe the business conducted by the Board of Directors and include the time and location of the meeting, the notice given of such meeting and the names of those directors present; (2) Keep a minute book of the meetings of the Board of Directors and the Executive Committee at the principal office of PHSAA, at the office of the PHSAA secretary, or such other place as the Board of Directors may order; (3) Keep or cause to be kept, at the principal office or such other place as the Board of Directors may direct, a list of the Board of Directors showing the names of the Directors and their addresses; (4) Give or cause to be given, notice of all meetings of the Board of Directors, as required by these by-laws; (5) In the absence or disability of both the President and Vice President, the Secretary shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restriction upon the President. During such a situation, the duties of the Secretary shall be vested in a Director appointed by the Board of Directors; (6) Keep the seal of the PHSAA in safe custody, and shall have other such powers and perform other such duties as may be prescribed by the Board of Directors or the by-laws.
8. Powers and Duties of the Treasurer, The Treasurer shall: (1) Keep and maintain adequate and correct accounts of PHSAA's assets, liabilities, receipts, disbursements, reimbursements, gains and losses; (2) Deposit all revenue, dues, donations and all monies and other valuables in the name and to the credit of the PHSAA with such depositories as may be designated by the Board of Directors; (3) Disburse the funds as may be ordered by the Board of Directors; (4) Upon request, render to the President and directors an account of all of his/her transactions as Chief Financial Officer and of the financial condition of the PHSAA; (5) Serve as Chairman of any committee established to oversee the finances of PHSAA; (6) Present an annual financial report at the Annual General Meeting; (7) provide financial reports on a monthly, quarterly and annual basis to the Board of Directors; and (8) Have such other powers and duties as may be prescribed by the Board of Directors or the by-laws.
9. Powers and Duties of the Sgt-At-Arms/ Parliamentarian. The Sgt-At-Arms/ Parliamentarian shall be responsible for assuring adherence to proper conduct of meetings pursuant to the commonly accepted standards of Robert's Rules of Order. All questions concerning Parliamentary Procedure shall be referred to the Sgt-At Arms/ Parliamentarian whose decision shall be binding.
ARTICLE VI
RECORDS, DISBURSEMENTS
1. Records. Copies of the books, minutes and other records of business, including contracts, reports and these by-laws, shall be kept at the principal place of business or at an alternate location that is more accessible to the general membership, as determined by the Board of Directors. The general membership shall be allowed to inspect such records during business hours upon forty eight (48) hours written notice to the Secretary of PHSAA.
2. Disbursements. Each disbursement or reimbursement equal to or more than $25 will require approval of the Board of Directors. No individual director, officer or committee member shall be expected to pay out-of-pocket expenses for PHSAA projects, however, every reimbursements requires the prior approval of the majority of the Board of Directors.
Each member of the Board of Directors and committee chairpersons will submit an Estimated Project Expense Report to the PHSAA Treasurer before incurring expenses for a project. The Treasurer will submit the Expense Report to the Board of Directors for approval. All expenses pertaining to the successful completion of each Board approved project will be paid by the PHSAA upon submission of a verified expense account.
Article vii
Conflict Disclosure
Each director and officer shall have the affirmative duty to disclose to PHSAA any potential conflicts with respect to contracts and other financial transactions. Any contract or transaction between the PHSAA and a director or offer or between PHSAA and any corporation, partnership, association or other organization in which a director or officer is also a director officer, shall be void or voidable if full disclosure of the relationship was not fully disclosed to and authorized by the Board.
ARTICLE VIII
INDEMNIFICATION
Each officer and director, whether or not then in office, shall be indemnified by the PHSAA against all liabilities, costs and expenses reasonably incurred by or imposed upon him in connection with or reasonably incurred by or imposed upon him/her in connection with or reasonably incurred by or arising out of any action, suit or proceeding in which she/he may be involved or to which he/she may be made a party a party by reason of his/her being or having been a director or officer of the PHSAA. However, PHSAA shall not indemnify any director or officer who has been derelict in the performance of his/her duty by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his/her office. The foregoing right of indemnification shall not be exclusive of other right to which any director or officer may be entitled as a matter of law. The Board of Directors reserves the right to select legal counsel to represent any officer or director who incurs a liability as a result of conducting business for PHSAA.
ARTICLE IX
CORPORATE SEAL
PHSAA shall adopt and use a seal setting forth the PHSAA name and the state of incorporation.
ARTICLE X
AMENDMENTS
Amendments to the By-Laws of PHSAA shall require a two-thirds (2/3) majority vote of the general membership in attendance at an Annual General Meeting.
Article XI
DISPOSITION OF ASSETS ON DISSOLUTION
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income of assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c) (3) of the Internal Revenue Code.
CHANGES TO BY-LAWS
Article XI
DISPOSITION OF ASSETS ON DISSOLUTION
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income of assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c) (3) of the Internal Revenue Code.
Article XI was added to the Bylaws: ADOPTED: PHSAA Meeting February 19, 2004.
ACCEPTED: PHSAA General Meeting August 7, 2004. (This language was approved by attorney Luz Herrara)
[Addendum I ] –Article 3: To include membership to non-alumni members. Change non-member to be called Associate Member of the PHSAA. Motion accepted PHSAA General Meeting August 20, 2005.
[Addendum 2 ] –Article 4, Paragraph 6: Revise criteria for nomination of members to include the following requirements: good standing for no less than 6-months, participate in fundraising efforts for the PHSAA, volunteer 40 hours of time in a six month period for the PHSAA. Motion accepted PHSAA General Meeting August 20, 2005.
[Addendum 3 ] Article 4, Paragraph 6: Revised criteria for nominations of members to include the following requirements: Any alumnus who is a member in good standing for no less than 6 months, participate in fundraising efforts for the PHSAA and attend one Board meeting per quarter at a minimum may be nominated as a director. The secretary of PHSAA shall cause an announcement to be made to the general membership that nominations for director positions are open. Such announcement shall include the time, location and rules of the election as determined by the Board of Directors and shall be made at least one month before the elections are held. Motion accepted PHSAA General Meeting August 24, 2009
REV082409CMB
NAME AND STATUS
The name of this organization shall be Pioneer High School Alumni Association, hereafter known as PHSAA. PHSAA shall be established as and maintained status as a private non-profit organization.
ARTICLE II
PURPOSE
The purpose of PHSAA is to further the education and support to Pioneer High School students and graduates in the form of scholarships, grants, mentoring and career guidance. PHSAA shall plan activities to help create and foster relationships between students, faculty and alumni of Pioneer High School and to recognize the accomplishments of the Pioneer High School community. PHSAA is not established for the purpose of providing funds to supplement school budgets for salaries, wages and employee benefits in any form.
ARTICLE III
MEMBERSHIP
Membership in PHSAA is open to all graduates of and any student who completed as least two semesters at Pioneer High School located in Whittier, California. Non-voting memberships will be extended to current and retired faculty and Associate Member of the PHSAA. For purposes of these bylaws, members shall be in good standing to participate in elections. “Good standing” shall be defined as a member making the payment to the corporation of annual membership fees or other guidelines as determined by a 2/3 majority of the Board of directors.
For the first year following graduation from Pioneer High School, all alumni shall be offered membership status at no cost for the first year fiscal year provided they complete an application for membership.
ARTICLE IV
BOARD OF DIRECTORS - GOVERNANCE
1. Powers. Subject to any limitations in the Articles of Incorporation of this corporation, of the By-laws and of the laws of the State of California, all powers and affairs of this corporation shall be exercised and controlled by a Board of Directors. The Board of Directors has the power to form committees comprised of the directors, officers, and/or the general membership in order to perform the tasks necessary to carry forth the purpose of the corporation.
2. Board Composition. The authorized number of directors on the Board of Directors shall be eleven (11) unless otherwise provided for by a duly adopted amendment by the vote of two-thirds (2/3) of the Board of Directors. In no event shall an amendment establish a Board of Directors with less than five (5) individuals.
3. Executive Committee. The PHSAA shall be governed by an Executive Committee of the Board of Directors to include an elected President, Vice-President, Secretary, Treasurer and a Parliamentarian/Sergeant of Arms. These offices will makeup the Executive Committee charged with ongoing planning and implementation of PHSAA activities and business, under the Direction of the Board of Directors.
The President of the corporation shall be chairman of the Executive Committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all powers of the Board of Directors except as otherwise provided by law. A majority vote of the members of the Executive Committee shall be necessary to adopt a resolution. All actions of the Executive Committee shall be reported to the Board of Directors at its first meeting following meeting of the Executive Committee at which such action was adopted.
4. Addition of Directors. The Board of Directors may, from time to time, as deemed beneficial to the PHSAA, with two-thirds (2/3) majority vote, add, or remove, specific seats on the Executive Committee and/or the Board of Directors without need for amendment to this document.
5. Voting. Each member of the Board of Directors shall have the power of one (1) vote. A resolution or business requiring a vote shall be considered passed by simple majority (50%+1).
6. Elections: Any alumnus who is a member in good standing for no less than 6 months, participate in fundraising efforts for the PHSAA and attend one Board meeting per quarter at a minimum may be nominated as a director. The Secretary of PHSAA shall cause an announcement to be made to the general membership that nominations for director positions are open. Such announcement shall include the time, location and rules of the election as determined by the Board of Directors and shall be made at least one month before the elections are held.
7. Term of Office. Directors shall serve a term of 2 years and may not serve in the same elected office for more than 2 consecutive terms (4 consecutive years). The term shall commence on January 1st of the corresponding year, unless otherwise determined by a majority vote of the Board of Directors.
8. Vacancy. In the event of a vacancy on the Board of Directors, the position shall be appointed by the Board of Directors to an interim term until such time that an election for the general membership can be held. A Director appointed in this manner shall not be precluded from election to a second consecutive term of a maximum of two years.
9. Resignations and Removal. Any director may be removed for any action personal or otherwise that causes division, disrupts, impedes or hinders the goals and progress of Pioneer High School Alumni Association, by a two-thirds (2/3) majority of the Board of Directors at a regular or special meeting of the Board, after said director has received hearing before the Board. Any director may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary of the corporation. Any resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.
10. Meetings.
a. Time and Place. The Board of Directors shall meet a minimum of four times per calendar year at a time and place determined by resolution of the Board of Directors.
b. Annual General Meeting. An annual general meeting of PHSAA shall take place once per calendar year in the Whittier/Santa Fe Springs area. The purposes of the Annual General Meeting shall include but is not limited to amendments of the by-laws; reporting to the general membership on the health and status of the PHSAA; presentation of a two year plan by the Executive Committee; and a Treasurer's report.
c. Committees. Each committee formed by the Board of Directors shall set
A time and place to meet in order to carry out the tasks entrusted to them by the Board of Directors.
d. Robert’s Rules of Order. All meetings of the Board of Directors shall be conducted in a manner consistent with basic Parliamentary Procedure as outlined in Robert's Rules of Order.
e. Quorums. A majority (of 50% + one) of the Board of Directors shall be necessary to constitute a quorum for the transaction of business.
f. Notice. Written notice of the time and place of meetings shall be personally delivered or mailed to each of the Directors at least fifteen (15) calendar days before each meeting. However, each director may waive their right to notice of any such meeting. All waivers must be stated in or filed with the minutes of the corporation.
The general membership shall receive notice of all meetings, except committee meetings, at least five (5) business days before each meeting. Notice to the general membership may be given by electronic means or by mailing letters through the United States postal service. If notice is sent through the United States postal service, notices must be sent seven (7) business days before such meeting takes place.
11. Action in Lieu of Meeting. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if the Board of Directors unanimously consents to such action in writing, after a special meeting is held in which the general membership has had the opportunity to be heard on the issue for consideration. Such meeting shall occur only after seventy-two (72) hours notice.
12. Compensation. Directors are not entitled to receive any monetary compensation for their membership on the Board of Directors. Nothing herein shall be interpreted to mean that a director shall not receive reimbursement of an expense incurred by the director that was authorized by the Board of Directors.
ARTICLE V
OFFICERS
1. Elections. Any director shall be eligible to be elected to the offices of President, Vice President, Secretary, Treasurer, and Sergeant-Of Arms/Parliamentarian. Officers shall be elected by majority vote of the general membership. The Secretary of PHSAA shall cause an announcement to be published or otherwise to be made to the general membership that nominations for officer positions are open. Such announcement shall include the time, location and rules of the election as determined by the Board of Directors and shall be made at least one month before elections are held.
2. Term of Office. Officers shall serve a term of 2 years and may not serve in the same elected office for more than 2 consecutive terms (4 consecutive years). The term shall commence on January 1st of the corresponding year, unless otherwise determined by a majority vote of the Board of Directors. The Board Officer terms will be staggered for the upcoming elections. The Vice-President, Secretary, and Sergeant-At-Arms Offices are the first officers up for election held this year (2004) with a two-year term beginning January 1, 2005. The President and Treasurer will continue until the following election in the later part of 2005 with the new term to take place on January 1, 2006.
3. Vacancy. In the event of an officer vacancy, the position shall be appointed by the Board of Directors to an interim term until such time that an election for the general membership can be held. An officer appointed in this manner shall not be precluded from election to a second consecutive term of a maximum of two years.
4. Resignations and Removal. Any Officer may be removed for any action personal or otherwise that causes division, slander, disrupts, impedes or hinders the goals and progress of Pioneer High School Alumni Association, by a two-thirds (2/3) majority of the Board of Directors at a regular or special meeting of the Board, after said officer has received hearing before the Board. Any officer may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary of the corporation. Any resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.
5. Powers and Duties of the President. Subject to such supervisory powers, if any, as may be given by the Board of Directors, the President shall be Chief Executive Officer of the PHSAA and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs. The President shall: (1) preside over all meetings of the Board of Directors; (2) be a member of all the Executive Committee; (3) have the general powers and duties of management usually vested in the office of President; (4) have such other powers and duties as may be prescribed by the Board of Directors or these by-laws.
6. Powers and Duties of the Vice President. The Vice President shall actively assist the President in planning and management of the PHSAA. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and all the restriction upon the President. The Vice President shall serve a Chairman of the Annual General Meeting Committee. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or these by-laws.
7. Powers and Duties of the Secretary. The Secretary shall: (1) take minutes of all meetings of the Board of Directors which describe the business conducted by the Board of Directors and include the time and location of the meeting, the notice given of such meeting and the names of those directors present; (2) Keep a minute book of the meetings of the Board of Directors and the Executive Committee at the principal office of PHSAA, at the office of the PHSAA secretary, or such other place as the Board of Directors may order; (3) Keep or cause to be kept, at the principal office or such other place as the Board of Directors may direct, a list of the Board of Directors showing the names of the Directors and their addresses; (4) Give or cause to be given, notice of all meetings of the Board of Directors, as required by these by-laws; (5) In the absence or disability of both the President and Vice President, the Secretary shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restriction upon the President. During such a situation, the duties of the Secretary shall be vested in a Director appointed by the Board of Directors; (6) Keep the seal of the PHSAA in safe custody, and shall have other such powers and perform other such duties as may be prescribed by the Board of Directors or the by-laws.
8. Powers and Duties of the Treasurer, The Treasurer shall: (1) Keep and maintain adequate and correct accounts of PHSAA's assets, liabilities, receipts, disbursements, reimbursements, gains and losses; (2) Deposit all revenue, dues, donations and all monies and other valuables in the name and to the credit of the PHSAA with such depositories as may be designated by the Board of Directors; (3) Disburse the funds as may be ordered by the Board of Directors; (4) Upon request, render to the President and directors an account of all of his/her transactions as Chief Financial Officer and of the financial condition of the PHSAA; (5) Serve as Chairman of any committee established to oversee the finances of PHSAA; (6) Present an annual financial report at the Annual General Meeting; (7) provide financial reports on a monthly, quarterly and annual basis to the Board of Directors; and (8) Have such other powers and duties as may be prescribed by the Board of Directors or the by-laws.
9. Powers and Duties of the Sgt-At-Arms/ Parliamentarian. The Sgt-At-Arms/ Parliamentarian shall be responsible for assuring adherence to proper conduct of meetings pursuant to the commonly accepted standards of Robert's Rules of Order. All questions concerning Parliamentary Procedure shall be referred to the Sgt-At Arms/ Parliamentarian whose decision shall be binding.
ARTICLE VI
RECORDS, DISBURSEMENTS
1. Records. Copies of the books, minutes and other records of business, including contracts, reports and these by-laws, shall be kept at the principal place of business or at an alternate location that is more accessible to the general membership, as determined by the Board of Directors. The general membership shall be allowed to inspect such records during business hours upon forty eight (48) hours written notice to the Secretary of PHSAA.
2. Disbursements. Each disbursement or reimbursement equal to or more than $25 will require approval of the Board of Directors. No individual director, officer or committee member shall be expected to pay out-of-pocket expenses for PHSAA projects, however, every reimbursements requires the prior approval of the majority of the Board of Directors.
Each member of the Board of Directors and committee chairpersons will submit an Estimated Project Expense Report to the PHSAA Treasurer before incurring expenses for a project. The Treasurer will submit the Expense Report to the Board of Directors for approval. All expenses pertaining to the successful completion of each Board approved project will be paid by the PHSAA upon submission of a verified expense account.
Article vii
Conflict Disclosure
Each director and officer shall have the affirmative duty to disclose to PHSAA any potential conflicts with respect to contracts and other financial transactions. Any contract or transaction between the PHSAA and a director or offer or between PHSAA and any corporation, partnership, association or other organization in which a director or officer is also a director officer, shall be void or voidable if full disclosure of the relationship was not fully disclosed to and authorized by the Board.
ARTICLE VIII
INDEMNIFICATION
Each officer and director, whether or not then in office, shall be indemnified by the PHSAA against all liabilities, costs and expenses reasonably incurred by or imposed upon him in connection with or reasonably incurred by or imposed upon him/her in connection with or reasonably incurred by or arising out of any action, suit or proceeding in which she/he may be involved or to which he/she may be made a party a party by reason of his/her being or having been a director or officer of the PHSAA. However, PHSAA shall not indemnify any director or officer who has been derelict in the performance of his/her duty by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his/her office. The foregoing right of indemnification shall not be exclusive of other right to which any director or officer may be entitled as a matter of law. The Board of Directors reserves the right to select legal counsel to represent any officer or director who incurs a liability as a result of conducting business for PHSAA.
ARTICLE IX
CORPORATE SEAL
PHSAA shall adopt and use a seal setting forth the PHSAA name and the state of incorporation.
ARTICLE X
AMENDMENTS
Amendments to the By-Laws of PHSAA shall require a two-thirds (2/3) majority vote of the general membership in attendance at an Annual General Meeting.
Article XI
DISPOSITION OF ASSETS ON DISSOLUTION
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income of assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c) (3) of the Internal Revenue Code.
CHANGES TO BY-LAWS
Article XI
DISPOSITION OF ASSETS ON DISSOLUTION
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income of assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c) (3) of the Internal Revenue Code.
Article XI was added to the Bylaws: ADOPTED: PHSAA Meeting February 19, 2004.
ACCEPTED: PHSAA General Meeting August 7, 2004. (This language was approved by attorney Luz Herrara)
[Addendum I ] –Article 3: To include membership to non-alumni members. Change non-member to be called Associate Member of the PHSAA. Motion accepted PHSAA General Meeting August 20, 2005.
[Addendum 2 ] –Article 4, Paragraph 6: Revise criteria for nomination of members to include the following requirements: good standing for no less than 6-months, participate in fundraising efforts for the PHSAA, volunteer 40 hours of time in a six month period for the PHSAA. Motion accepted PHSAA General Meeting August 20, 2005.
[Addendum 3 ] Article 4, Paragraph 6: Revised criteria for nominations of members to include the following requirements: Any alumnus who is a member in good standing for no less than 6 months, participate in fundraising efforts for the PHSAA and attend one Board meeting per quarter at a minimum may be nominated as a director. The secretary of PHSAA shall cause an announcement to be made to the general membership that nominations for director positions are open. Such announcement shall include the time, location and rules of the election as determined by the Board of Directors and shall be made at least one month before the elections are held. Motion accepted PHSAA General Meeting August 24, 2009
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