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BY LAWS
OF
ALUMNI & FRIENDS OF YORKTOWN HIGH
SCHOOL, INC.
(a nonprofit,
nonstock corporation formed under the Virginia Nonstock
Corporation Act)
(Rev.
Dec. 20, 2000)
ARTICLE I
NAME; OFFICES; PURPOSES
Section 1.01.
Name.
The Corporation shall be known as Alumni & Friends of Yorktown
High School, Inc. (the "Corporation").
Section 1.02.
Organization.
The Corporation is incorporated in Virginia under the
Virginia Nonstock Corporation Act (the "Act") as a nonstock,
nonprofit corporation that is intended to be an organization
qualifying under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended (the "Code"), as time-to-time amended.
Section 1.03.
Offices. The principal office of the Corporation shall be located
within the Commonwealth of Virginia, at such place as the Board
of Directors shall designate from time-to-time. The Corporation may
maintain additional offices at such other places as the Board of
Directors may designate.
The Corporation shall have and maintain within the
Commonwealth of Virginia a registered office at such place as
may be designated by the Board of Directors.
Section 1.04.
Purposes and Objectives. The purposes and
objectives of the Corporation are to develop alumni support of
Yorktown High School, its alumni, faculty and current students
through reunions, scholarships, career development, and other special
activities. All
such purposes shall at all times be exclusively for charitable,
religious, educational and scientific purposes, including, for
such purposes, the making of distributions to organizations that
qualify as exempt organizations that qualify as exempt
organizations under Section 501(c)(3) of the Internal revenue
Code, or the corresponding section of any future federal tax
code.
In furtherance of its corporate purposes, the Corporation
shall have all of the general powers enumerated in sections
13.1-826 and 13.1-827 of the Virginia Nonstock Corporation Act,
as from time-to-time amended.
ARTICLE II
MEMBERS
Section 2.01.
Classes and Qualification of Membership. The Corporation shall
have one class of members.
Any Yorktown High School graduate or interested person(s)
(natural or juridical) dedicated to the purposes of the
Corporation, and satisfying the qualification requirements set
forth below shall be eligible for membership on approval of the
membership application by the Board of Directors as set forth in
Section 2.03 below and the payment of such dues and fees as the
Board of Directors may fix from time-to-time.
Section 2.02.
Rights of Members.
All members shall be entitled to all benefits of
membership as designated by the Board of Directors.
Section 2.03.
Admission to Membership. Any individual, family
member or interested person in the community desiring to secure
admission to membership in the Corporation shall complete and
submit to the Corporation the membership application prescribed
by the Board of Directors, along with the dues as fixed for the
ensuing year by the Board of Directors.
(a)
Processing Procedure. Upon receiving
applications for membership to the Corporation, the Board of
Directors shall ascertain that the applicant is eligible for
membership under Section 2.01.
Upon a majority vote of the Directors attending the
meeting at which the application is submitted, the applicant
shall be admitted as a member.
All letters of rejection shall state the reason for the
applicant's rejection and the procedure for appeal of membership
denial, should the applicant wish to appeal an adverse decision.
Section 2.04.
Term. The term of membership shall be annual. Once admitted to membership in the Corporation, a member
shall continue as a member in good standing upon the payment of
dues as established from time-to-time until such member is
terminated pursuant to Section 2.06 hereof.
Section 2.05.
Membership Dues.
Each member shall be required to pay annual dues by the
date specified by the Board of Directors in an amount
established by the Board of Directors. All dues shall be
payable to the Corporation.
No memberships shall be accepted for a period of less
than twelve months unless special permission is granted by the
Board of Directors.
(a)
Waiver of Dues.
The dues of any member may be waived, or an equivalent
in-kind contribution may be accepted, subject to express prior
approval by a majority vote of the Board of Directors.
(b)
Late Payment and Nonpayment of Dues. Any member failing to
pay the dues within thirty (30) days after they become due shall
be notified by the Corporation.
If the dues are not fully paid within thirty (30) days
from the delinquency notice, the Board of Directors may, in its
sole discretion, terminate the membership and all incidental
rights and privileges of such member. The decision of the Board of Directors shall be final. No member shall be
eligible to vote while their dues are in arrears.
Section 2.06.
Termination of Membership. A member's membership in
the Corporation shall terminate upon the occurrence of any of
the following events:
(a)
Failure to pay dues, as set forth in Section 2.05 hereof;
(b)
Expulsion, as hereafter described in this Section
2.06(b). If any
member or an individual, firm, partnership, corporation, or
other legal entity associated with such member is found to be in
willful violation of any section or any Article of these By Laws
or the Articles of Incorporation or policies of the Corporation,
as amended from time-to-time (including, but not limited to
satisfaction of the membership eligibility requirements set
forth in Section 2.01 hereof), such member may be expelled from
membership by a majority vote of the Board of Directors,
provided that such member is first notified at least ten (10)
days before the proposed action is to be considered, and that
the member may appear at such meeting to show cause why its
membership should not be terminated. The decision of the
Board of Directors whether to expel such member shall be final.
Section 2.07.
Re-Election to Membership. Members who have been
expelled for cause shall be eligible for re-election to
membership upon such terms or conditions as the Board of
Directors shall determine.
Section 2.08.
Nontransferability of Membership. Membership in the
Corporation is not transferable.
Section 2.08.1
Non-Payment/ Inactive Status. Members may petition
the Board of Directors to be placed on inactive status
forfeiting all benefits and notice until membership is
reactivated.
Section 2.09.
Annual Meeting.
A meeting of the members of the Corporation may be held
annually for such business as may properly come before the
meeting, except that an annual meeting need not be held if the
Board of Directors determines that there are no matters to be
presented to the membership.
Such Annual Meeting shall be held on such date and at
such time as is set by the Board of Directors.
Section 2.10.
Special Meetings.
Special meetings of the members of the Corporation may be
called by the President or any member of the Board of Directors.
Section 2.12.
Place and Time of Meetings. Meetings of members may
be held at such place, within or without the Commonwealth of
Virginia, and at such hour as may be fixed in the notice of the
meeting. If no
place and hour are so fixed, such meeting shall be held at the
principal office of the Corporation at 7:30 p.m. unless
otherwise announced.
Section 2.13.
Notice of Annual and Special Meetings. Written and/or oral
notice of each meeting of the members shall be given by the
Corporation, stating the place, date, and time of the meeting
and, in the case of a special meeting, the purpose or purposes
for which the meeting is being called. Notice may be given via the alumni newsletter no less than
ten (10) days nor more than sixty (60) days before the date of
such meeting. An
affidavit of the Secretary or Assistant Secretary (if any) that
the notice has been given, in the absence of fraud, shall be
prima facie evidence
of the facts stated therein.
When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time
and place are announced at the meeting at which the adjournment
is taken. At the
adjourned meeting, the Corporation may transact any business
that might have been transacted at the original meeting.
Section 2.14.
Quorum. There shall be no quorum requirement for the transaction of
any business at a special or annual meeting of the members. The members present at a
duly organized meeting may continue to do business until
adjournment.
Section 2.15.
Presiding Officer and Secretary. Meetings of members
shall be presided over by the Chairman of the Board, if any or
if the Chairman is not present (or, if there is none), by the
President, or, if the President is not present, by a Vice
President, if any, or, if a Vice President is not present (or,
if there is none), by such person who may have been chosen by
the Board of Directors.
The Secretary of the Corporation, or, if the Secretary is
not present, an Assistant Secretary, if any, or, if the
Assistant Secretary is not present (or, if there is none), such
person as may be chosen by the Board of Directors, shall act as
Secretary of meetings of members.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01.
Power of Board and Qualification of Directors. The business and affairs
of the Corporation shall be managed by or under the direction of
its Board of Directors.
Section 3.02.
Number and Election.
(a)
Except for the initial and first Board of Directors, the
directors of the Corporation shall be elected annually by a
majority vote of the members for a term of three years, or, if
elected at a time other than upon the annual meeting of
directors, for a term expiring at the end of the term of office
of the individual being replaced. A newly elected director shall begin his or her term at the
conclusion of the annual meeting at which the director was
elected and shall hold office, unless sooner removed, until his
or her successor has been duly elected and qualified.
(b)
The number of initial directors of the Corporation shall
be one, whose name and address shall be designated in the
Articles of Incorporation.
The initial director shall hold office until the initial
annual meeting of the Board of Directors (the "Initial
Meeting"). At the
Initial Meeting, three directors shall be appointed by the
initial director for terms of office, to be drawn by lot, of
three, two and one years.
The number of directors may be increased or decreased
from time-to-time by amendment of these By Laws or action of the
Board of Directors, but in no event after the initial meeting
shall the number of directors be less than three or greater than
nine persons except by amendment of these By Laws.
Section 3.03
Vacancies and Newly-Created Directorships. Vacancies and
newly-created directorships resulting from any increase in the
authorized number of directors elected by the directors may be
filled by a majority of the directors at the next annual
meeting, and may be filled in the interim by a majority vote of
the directors then in office, although less than a quorum, or by
a sole remaining director.
A director elected to fill a vacancy or a newly-created
position shall hold office until the next expiration of the term
of office of the individual being replaced.
Section 3.04.
Removal of Directors. Any one or more of the
directors may be removed for cause at any time by action of the
majority of the directors, provided that such director is first
notified at least ten (10) days before the proposed action is to
be considered, and that the director may appear at such meeting
to show cause why its directorship should not be terminated.
Section 3.05.
Resignations.
Except as otherwise provided by law, any director of the
Corporation may resign at any time by giving written notice to
the Board, the Chairman, the President, or the Secretary of the
Corporation. Such
resignation shall take effect at the time specified therein, and
unless otherwise specified therein, no acceptance of such
resignation shall be necessary to make it effective.
Section 3.06.
Quorum of Directors and Action of the Board. Unless a greater
proportion is required by law or by the Certificate of
Incorporation, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business; provided,
however, that if less than a majority of directors then in
office are present at a meeting, a majority of the directors
present may adjourn the meeting from time-to-time without
further notice.
Except as otherwise provided by law or the Articles of
Incorporation or these By Laws, the act of a majority of the
directors present at a meeting at which a quorum is present
shall be the act of the Board.
Any dissenting Director may include his or her dissent to
the official minutes of the Corporation within two weeks after
the meeting at which the dissent arose.
Section 3.07.
Meetings of the Board. An annual meeting of the
Board of Directors shall be held each year directly after the
annual meeting of members unless otherwise fixed by the Board of
Directors. Regular
meetings of the Board shall be held at such times as may be
fixed by the Board of Directors.
Special meetings of the Board may be held at any time
whenever called by the Chairman of the Board, if any, by the
President, or by a majority of the entire Board of directors.
Meetings of the Board of Directors may be held at such
place within the Commonwealth of Virginia, or telephonically,
and upon such notice as may be Prescribed by resolution of the
Board of Directors.
A director's attendance at any meeting shall constitute a waiver
of notice of such meeting, excepting such attendance at a
meeting by the director for the purpose of objecting to the
transaction of business because the meeting is not lawfully
called or convened.
Neither the business to be transacted at, nor the purposes of
any regular or special meeting of the Board of Directors, need
be specified in the notice or waiver of such meeting unless
otherwise required by law, the Articles of Incorporation, or
these By Laws.
Section 3.08.
Chairman of the Board. The Chairman of the
Board, if any, shall preside over meetings of the members and
the Board of Directors, shall be an
ex officio member of
all committees of the board, and shall have such other duties as
may from time-to-time be Prescribed by the Board of Directors.
Section 3.09.
Presiding Officer.
Meetings of the Board of Directors shall be presided over
by the Chairman of the Board, if any, or if the Chairman is not
present (or, if there is none), by the Vice Chairman, or, if the
Vice Chairman is not present, by such person as the Board may
appoint for the purpose of presiding at the meeting from which
the Chairman is absent.
Section 3.10.
Action by Unanimous Written Consent; Meeting by
Conference Telephone.
Unless otherwise restricted by the Articles of
Incorporation or these By Laws, any action required or permitted
to be taken by the Board may be taken without a meeting if a
majority of the directors consent either verbally or in writing
to the adoption of a resolution authorizing the action. The resolution and the
written consents thereto by the directors shall be filed with
the minutes of proceedings of the Board. Unless otherwise
restricted by the Articles of Incorporation or these By Laws,
any or all directors may participate in a meeting of the Board
or a committee of the Board by means of conference telephone or
by any means of communication by which all persons participating
in the meeting are able to hear one another, and such
participation shall constitute presence in person at the
meeting.
Section 3.11.
Compensation.
Directors and officers shall not receive any stated
salaries for their services as directors and officers but may be
reimbursed for expenses incurred in the performance of their
duties to the Corporation, in reasonable amounts as approved by
a majority of the entire Board.
ARTICLE IV
COMMITTEES
Section 4.01.
Committees. The Board of Directors, by resolution adopted by a majority
of the directors in office, may designate and appoint one or
more standing committees, each of which shall consist of one or
more directors, which committees, except as otherwise provided
by law, the Articles of Incorporation, or these By Laws, shall
have, to the extent provided in the resolution, all the powers
of the Board of Directors.
All committee's shall be authorized and encouraged to
work with school administration and employees, Booster Clubs,
the PTA, and any and all other groups of a similar nature. The Corporation's
standing committees and their duties include:
Budget Committee - develops a budget process; creates and
maintains a dues structure and payment schedule; manages
resources and makes projections regarding fiscal needs for the
future.
By Laws -
maintains and revises the By Laws of the Corporation.
Public relations - assists in preparation and publishing
of newsletter, advertisements and promotion of special events.
Membership Committee - Maintains and strives to build
membership through member solicitation mailings and phone
efforts. Also
maintains the membership list.
The Reunion Coordinator shall be a member of this
committee to assist alumni reunion committees with their
membership lists and to include information on the Corporation. This committee would
also be responsible to coordinate and plan special events. The membership list
shall be the property of the Corporation and not be used for
private gain without the prior written approval of a majority of
the Board of Directors.
Traditions - document awards to the school and
individuals since the opening of Yorktown High School; locate,
review, save, store and display trophies, sports film,
newspapers, etc.
Awards, Scholarships & Funding Committee - researches and
presents recommendations for awards and scholarships to benefit
individuals within the school community based on such terms and
conditions as shall hereinafter be adopted.
Other -all other standing or
ad hoc committees as the Board of Directors shall create
Executive Committee - an
ad hoc Executive
Committee of the Corporation composed of at least two individuals
serving as either a Director or Officer of the Corporation is
hereby created until
repealed by the Board.
The composition of this Committee may vary based on the
nature of issues they
may be asked to address.
This Committee shall be empowered to conduct the
day-to-day affairs of the corporation between meetings of the
Board of Directors.
Unless expressly provided
otherwise by law, the Articles of Incorporation, or Corporate By
Laws, this committee shall have, and may exercise, all the
authority of the Board of Directors, except that it shall not be
entitled to:
a. Change the principal office
of the corporation;
b. Amend or repeal the Bylaws or
adopt new Bylaws;
c. Change the number of the
Board of Directors or fill vacancies thereof;
d. Remove Officers or Directors
from office;
e. Approve any salary or
remuneration of any Director or Officer;
f. Approve the dissolution of the
Corporation, or make any changes to it's corporate purpose.
The actions of this committee
shall be reported to the Board of Directors and are subject to
alteration or repeal by the Board. Members of the
Executive Committee shall consult prior to undertaking any
action on behalf of the corporation, but it need not meet unless
desired. The Committee may authorize one member to implement Committee
decisions. (Added Dec. 20, 2000)
Section 4.02.
Advisors to the Corporation. The Board of Directors,
by resolution adopted by a majority of Directors in office, may
elect or appoint any person or persons to act in any advisory
capacity to the Corporation, including but not limited to
regional councils and advisory boards, or in any honorary
capacity with respect to the Corporation.
Section 4.03.
Quorum.
A majority of the members of any committee shall
constitute a quorum for the transaction of business, and the
affirmative vote of a majority of members thereof shall be
required for any action of the committee.
Section 4.04.
Vacancies; Changes; Discharge. The Board of Directors
shall have the power at any time to fill vacancies in, or change
the membership of, or to discharge any committees or advisory
boards.
Section 4.05.
Action by Unanimous Written Consent. Any action required or
permitted to be taken at any meeting of any committee may be
taken without a meeting if written or verbal consent setting
forth the action so taken shall be given by all of the members
of such committee.
Such consents shall be filed with the minutes of the proceedings
and may include approvals by email.
Section 4.06.
General Provisions. Any committee or
advisory board shall keep a record of its proceedings, which
shall from time-to-time be reported to the Board of Directors. Any committee or
advisory board may take action without a meeting and one or more
members of any committee or advisory board may participate in
any meeting of the committee or advisory board in the same
manner provided for Board action in Section 3.09 of these By
Laws. No standing
or ad hoc committee
shall have the power or authority to amend the Articles of
Incorporation, adopt an agreement of merger or consolidation,
authorize the sale, lease, or exchange of all or substantially
all of the Corporation's property and assets, dissolve the
Corporation, or revoke a resolution dissolving the Corporation,
fill vacancies on the Board or any committee, or amend or repeal
the By Laws of the Corporation.
Section 4.07.
Records. Written minutes shall be kept of each meeting of each
committee or advisory board.
Copies of the minutes of each such meeting shall be filed
with the corporate records and supplied to each member of the
Board of Directors.
ARTICLE V
OFFICERS, AGENTS, AND EMPLOYEES
Section 5.01.
Officers. The Board of Directors shall elect President, one or more
Vice-Presidents, a Treasurer, and a Secretary, and it may, if it
so determines, elect or appoint a Chairman of the Board and such
other officers and assistant officers as may be deemed
necessary. If the
Board of Directors so determines, the officers of the
Corporation may be designated by such additional or alternate
titles as the Board deems appropriate. Any two (2) or more
offices may be held by the same person.
Section 5.02.
Election; Term of Office; Removal. Unless otherwise
provided by resolution of the Board of Directors, all officers
of the Corporation shall be elected or appointed at the annual
meeting of the Board.
Each officer shall serve for a term of one year or until
his successor has been elected or appointed and qualified or his
or her earlier death, resignation, or removal. Any officer elected by
the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation
would be served thereby; provided, however, that the removal of
an officer shall be without prejudice to his contractual rights,
if any, and the election of an officer shall not of itself
create contract rights.
Section 5.03.
Resignations.
Any officer may resign at any time by giving written
notice to the Board of Directors, the President, or the
Secretary. Any such
resignation shall take effect at the date of receipt of such
notice by the Chairman of the Board or at the time therein
specified; and unless otherwise specified, the acceptance of
such resignation shall not be necessary to make it effective.
Section 5.04.
Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise, may be filled by the
affirmative vote of a majority of the remaining Board of
Directors for the unexpired portion of the term of that office.
Section 5.05.
Powers and Duties of Officers. Subject to the control
of the Board of Directors, all officers as between themselves
and the Corporation shall have such authority and perform such
duties in the management of the property and affairs of the
Corporation as may be provided in these By Laws or by resolution
of the Board and, to the extent not so provided, as generally
pertain to their respective offices.
A. President.
The President shall be the chief operating officer of the
Corporation and, subject to the direction of the Board of
Directors, shall have general charge of the business, affairs,
and property of the Corporation and general supervision over its
other officers and agents.
In general, he shall perform all duties incident to the
office of President and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
B. Vice President(s).
In the absence of the President or in the event of his
inability or refusal to act, the Vice President, if any (or in
the event there is more than one Vice President, the Vice
Presidents in the order designated by the directors, or in the
absence of any designation, then in the order of their
election), shall perform the duties of the President, and, when
so acting, shall have all of the powers of and be subject to all
of the restrictions upon the President. The Vice President(s),
if any, shall perform such other duties and have such other
powers as the Board of Directors may from time-to-time prescribe
by standing or special resolution, or as the President may from
time-to-time provide, subject to the powers and the supervision
of the Board of Directors.
C. Treasurer.
The Treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the Corporation;
shall keep or cause to be kept complete and accurate accounts of
receipts and disbursements of the Corporation; shall receive and
give receipts for monies due and payable to the Corporation from
any source whatsoever and deposit all such monies in the name of
the Corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with Article VI
of these By Laws; and, in general, shall perform the duties
incident to the office of Treasurer and such other duties as
from time-to-time may be assigned by the President or by the
Board of Directors.
The Treasurer shall, if required by the Board of Directors, give
such fidelity bond or security for the faithful performance of
his duties as the Board may require, for which he or she may be
reimbursed.
D. Secretary.
The Secretary shall keep the minutes of the meetings of
the Board of Directors and of committees having any authority of
the Board of Directors in one or more books provided for that
purpose; ensure that all notices are duly given in accordance
with these By Laws or as required by law; be the custodian of
the corporate records and seal of the Corporation; ensure that
the seal of the Corporation is affixed to any instrument
requiring it, the execution of which on behalf of the
Corporation is duly authorized in accordance with the provisions
of these By Laws, and when so affixed, it may be attested by his
signature; and, 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 by the Board of Directors. The Board of Directors
may give general authority to any officer to affix the seal of
the Corporation, if any, and to attest the affixing by his
signature.
E. Transfer of Authority.
In case of the absence of any officer or for any other
reason that the Board of Directors deems sufficient, the Board
of Directors may transfer the powers or duties of that officer
to any other officer or to any director or employee or member of
the Corporation by the vote of a simple majority of the Board.
Section 5.06.
Agents and Employees. The Board of Directors
may appoint agents and employees who shall have such authority
and perform such duties as may be prescribed by the Board. The Board may remove any
agent or employee at any time with or without cause. Removal without cause
shall be without prejudice to such person's contract rights, if
any, and the appointment of such person shall not itself create
contract rights.
Section 5.07.
Compensation of Officers, Agents, and Employees. The Corporation may pay
compensation in reasonable amount to officers, agents, and
employees for services rendered, such amounts to be fixed by a
majority of the Board of Directors. The Board may require
officers, agents, or employees to give a fidelity bond or other
security for the faithful performance of their duties at the
expense of the Corporation.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01.
Contracts and Other Documents. The President, subject
to the approval of the Board, may authorize any agent or agents
of the Corporation to enter into any contract or execute and
deliver any instrument or document in the name of and on behalf
of the Corporation, and such authority may be general or
confined to specific instances.
Section 6.02.
Checks, Drafts, Loans, Etc. All checks, drafts,
loans, or other orders for payment of money, notes, or other
evidence of indebtedness issued in the name of the Corporation
shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall be from time-to-time
determined by the Board of Directors. In the absence of such
determination, such instrument shall be signed by the Treasurer. Two signatures shall be
required for all negotiable instruments or drafts in excess of
$250.00 Any other
Officer or Director may co-sign with the Treasurer for this
purpose.
Section 6.03.
Deposits. All funds of the Corporation shall be deposited to the credit
of the Corporation in such banks, trust companies, or
depositories as the Board of Directors may from time-to-time
select. No
committees or class shall maintain their own accounts without
the express prior written approval of the majority of the Board
of Director's on such terms and conditions as they may provide,
however, nothing shall prevent the Treasurer from maintaining
account balances by committee or class or any other similar
classification of the funds under his control.
Section 6.04.
Gifts. The Board of Directors may accept on behalf of the
Corporation any contribution, gift, bequest, or devise for the
general purpose or for any special purpose of the Corporation.
Section 6.05.
Fiscal Year.
The fiscal year of the Corporation shall begin on the
first day of January and end on the last day of December in each
calendar year unless otherwise determined by the Board of
Directors.
Section 6.06.
Corporate Seal.
The Board of Directors shall provide a corporate seal
that shall have thereon the name of the Corporation, the year of
its incorporation, and the words, "Corporate Seal."
Section 6.07.
Loans to Directors and Officers. No loan shall be made by
the Corporation to its directors or officers, although fund may
be advanced to directors and officers for corporate expenses.
Section 6.08.
Books and Records to be Kept. The Corporation shall
keep: (1) correct
and complete books and records of account; (2) minutes of the
proceedings of the members, the Board of Directors, and any
committee having any authority of the Board of Directors; and
(3) at the registered office, a record of the names and
addresses of the members.
Section 6.09.
Amendment of the Articles of Incorporation and By Laws. The Articles of
Incorporation may be amended in whole or in part by the
two-thirds (2/3) vote of the members. Unless otherwise provided,
such changes shall become effective immediately upon their
adoption. By Laws
of the Corporation may be adopted, amended, or repealed by a
majority vote of the Board of Directors.
Section 6.10.
Gender and Number.
In the By Laws, where the context admits, words in the
masculine gender include the feminine and neuter genders, words
in the singular include the plural and the plural includes the
singular.
Section 6.11.
Budgets. Each committee or class shall operate as a profit center with
such budget as shall from time-to-time be established. Subject to the guidance
and control of the Board of Directors or such officer or
employee as shall be so designated, each committee or class
shall be responsible for, and the benefit of, such fundraising
proceeds as it shall raise through the fundraising activities of
the committee or class, less a contribution to the running of
the Corporation, as shall be determined by the Board of
Directors. All committees or class shall regularly advise the Board of
Directors or such officer(s) as the Board may designate, of its
activities, proceeds, expenses, and usage of fund for the
purpose of the Committee and Corporation.
ARTICLE VII
DISSOLUTION
Upon the Corporation's dissolution, the Board of
Directors, after paying or making provision for payment for all
of its liabilities, shall dispose of all of the Corporation's
assets in such manner, or to such organizations, as the Board of
Directors determines to be consistent with the Corporation's
purposes and Articles of Incorporation and with applicable
provisions of law, including Section 501(c)(3) of the Code, as
amended.
The above By Laws of Alumni & Friends of Yorktown High
School, Inc. were approved and adopted by the unanimous written
consent of the Corporation's Board of Directors as of the 14th
day of December, 1999.
Ralph C. Oser
Corporate Secretary
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