BYLAWS OF NEWTON HIGH SCHOOL ALUMNI ASSOCIATION,
A NOT-FOR-PROFIT ORGANIZATION
ARTICLE I Offices
Section 1.01 Locations.
The principal office of the Association shall be located at Graceville,
FL, and the mailing address of the Association shall be
3980 Highway 273,
Graceville, FL 32440-4736.
The Association may also maintain additional offices at such other places
within or outside the State of Alabama as the Board of Directors may from
time to time determine
ARTICLE II Members
Section 2.01 Who Shall Be Members.
The members of the Association shall consist of any person, firm, or entity
who attended Newton High School or any other person as may be elected from
time to time by the vote of the Board of Directors of the Association.
Section 2.02 Classes of Members.
There shall be two (2) classes of members: (a)"Alumnus", and
(a) Every person who attended Newton High School or Newton School, through June 1962, shall be eligible for membership in the Association as an Alumnus. An Alumnus shall have, subject to these Bylaws, all privileges afforded by the Association, including but not limited to voting rights of one vote for each Alumnus.
(b) Every person who did not attend Newton High School but who may be elected
from time to time by the vote of the Board of Directors of the Association
shall be eligible for membership in the Association as a Friend. A Friend
shall have, subject to these Bylaws, all privileges afforded by the Association
but shall not be entitled to voting rights.Persons seeking membership in
the Association as Friends shall become members of the Association only
on approval of a majority of the members of the Board of Directors present
at any regular or special meeting of the Board of Directors at which a
quorum (as defined in Section 4.09 of these Bylaws) shall be present.
(c) Certificates or cards evidencing membership in the Association shall
be in a form adopted by the Board of Directors and shall be signed by the
President of the Association. Any person bearing such certificate or card
whose name does not appear on the list or record of members of the Association
required to be maintained pursuant to Section 2.09 of these Bylaws shall
not be deemed an Individual Member of the Association entitled to vote
at meetings of the members thereof.
Section 2.03 Transfers and Termination of Membership.
Membership in the Association shall not be transferable. Any member, after
having fulfilled all obligations to the Association, may resign by written
notice to the Secretary of the Association (any such resignation to take
effect as specified therein, or if not SO specified, on receipt by the
Secretary), and any member may be removed or suspended at any time, with
or without cause or for nonpayment of dues by majority vote of the Board
of Directors at a meeting duly called for that purpose. No fines or penalties
of a monetary nature may be assessed or levied against any member for any
Section 2.04 Annual Meeting.
A meeting of the members of the Association (the "Annual Meeting")
shall be held annually for the election of directors and officers and the
transaction of such other business as may properly come before the meeting,
during the month of May in each year or such other month as may be determined
by the Board of Directors from time to time, at the office of the Association
or other meeting place approved by the Board of Directors of the Association
in the State of Alabama, on such day as may be designated by the Board
of Directors of the Association and set forth in the notice of such meeting,
or, if that day shall be a legal holiday where the meeting is to be held,
on the next succeeding day.
Special meetings of the members may be called by a member of the Association,
who may, in writing, demand the call of a special meeting, specifying the
date, and month thereof which shall not be less than twenty (20) nor more
than sixty (60) days from the date of such written demand. The Secretary
of the Association, on receiving the written demand, shall promptly give
notice of such meeting, or if he fails to do so within twenty (20) business
days thereafter, any member signing such demand may give such notice.Notice
of a special meeting shall state the purpose or purposes for which the
meeting is called and shall indicate that it is being issued by or at the
direction of the person or persons calling the meeting. The notice may
be served by publication in lieu of mailings, in a newspaper published
in the county in the state in which the principal office of the Association
is located, once a week for three successive weeks net preceding the date
of the meeting. Special meetings shall be held at such place, date, and
hour within or without the State of Alabama as may be specified in the
notice thereof; provided that if no place is specified therein, then at
the office of the Association
Section 2.06 Record
Date for Meetings and Other Actions.
For the purpose of determining the members entitled to notice of or to
vote at any meeting of members or any adjournment thereof: or to express
consent to or dissent from any proposal without a meeting, or for the purpose
of determining members entitled to receive any distribution or the allotment
of any rights, or for the purpose of any other action by the members, the
Board of Directors may fix, in advance, a date as the record date for any
such determination of members. Such record date shall not be more than
thirty (30) nor less than ten (10) days before the date of such meeting.
If no record date is so fixed by the Board of Directors,
(1) the record date for the determination of members entitled to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held, and
(2) the record date for determining members for any purpose other than
those specified above shall be at the close of the business day on which
the resolution of the Board of Directors relating thereto is adopted.A
determination of members of record entitled to notice of or to vote at
any meeting of members which has been made in accordance with this Section
shall apply to any adjournment thereof, unless the Board of Directors fixes
a new record date under this Section for the adjourned meeting.
Notices of Meetings.
Whenever members are required or permitted to any action at a meeting,
written notice shall be given to tile members by the Secretary stating
the place, date, and hour of the meeting and, unless it is the annual meeting,
indicating that it is being issued by or at the direction of the person
or persons calling the meeting. As provided in Section 2.05, notice of
a special meeting shall also state the purpose or purposes for which the
meeting is called. A copy of the notice of any meeting shall be given,
personally or by mail, to each member entitled to vote at such meeting.
In the event that the Association has more than 200 members, the notice
may be served by publication in lieu of mailing, in a newspaper published
in the county in the state in which the principal office of the Association
is located, once a week for three successive weeks next preceding the date
of the meeting.When a meeting is adjourned to another time or place, it
shall not be necessary to give any notice of the adjourned meeting if the
time and place to which the meeting is adjourned are announced at the meeting
at which the adjournment IS taken, and at the adjourned meeting any business
may be transacted that might have been transacted on the original date
of the meeting. However, if, after the adjournment, the Board of Directors
fixes a new record date for the adjourned meeting, a notice of the adjourned
meeting shall be given to each member of record entitled to notice under
this Section on the new record date.
Section 2.08 Waivers of Notice.
Notice of any meeting need not be given to any member who submits a signed
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any member at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by such member.
Section 2.09 List or Record of Members at Meetings.
A list or record of
members entitled to vote as of the record date, certified by the Secretary,
shall be produced at any meeting of members on the request therefore of any
member who has given notice to the Association that such request will be made
at least ten days prior to such meeting. If the right to vote at any meeting
is challenged, the inspectors of election or the person presiding thereat
shall require such list or record of members to be produced as evidence of
the right of the persons challenged to vote at such meeting, and all persons
who appear from such list or record to be members entitled to vote thereat
may vote at such meeting.
Section 2.10 Quorum at Meetings.
Except as otherwise provided by law, the Articles of In Association or
these Bylaws, Alumnus members entitled to cast at least Fifty percent (500-10)
of the total number of votes entitled to be cast thereat shall constitute
a quorum at any meeting of members for the transaction of any business.
Notwithstanding the foregoing, the members present at any meeting may adjourn
any meeting to another date not more than twenty (20) days after the date
of such meeting, time or place despite the absence of a quorum.
Section 2.11 Presiding Officer and Secretary.
At any meeting of the members, if neither the Chairman of the Board of
Directors nor the President nor the Vice-President, nor a person designated
by the Board to preside at the meeting shall be present, the Alumnus Members
present shall appoint a presiding officer for the meeting. If neither the
Secretary nor an Assistant Secretary shall be present, the appointee of
the person presiding at such meeting shall act as secretary of the meeting.
Section 2.12 Proxies.
All proxies shall be in writing and shall be filed with the Secretary of
the Association before being voted.
Section 2.13 Inspectors of Election.
Except as otherwise required by law, the Articles of Association, or these
Bylaws, whenever directors are to be elected by the members, they shall
be elected by a plurality of the votes cast at a meeting of members by
the members entitled to vote in the election. Whenever any corporate action,
other than the election of directors is to be taken by vote of the members,
it shall, except as otherwise required by law, the Articles of: In Association
or these Bylaws, be authorized by a majority of the votes cast at a meeting
of members by the members entitled to vote thereon.
Section 2.14 Vote of Members.
Except as provided in the preceding paragraph, any reference in these Bylaws
to corporate action at a meeting of members by "majority vote"
or "two-thirds vote" shall require the action to be taken by
such proportion of the votes cast at such meeting, provided that the affirmative
votes cast in favor of any such action shall be at least equal to the quorum.
Blank votes and abstentions shall not be counted in the number of votes
cast.Except as otherwise provided by law, every Alumnus Member of record
of the Association entitled to vote on any matter at any meeting of members
shall be entitled to one vote. If so requested by any Alumnus Member present
at any meeting of the members of the Association, the vote at any election
of directors or on any question before a meeting shall be by ballot; absent
any such request, the method of voting shall be discretionary with the
person presiding at the meeting.
Section 2.15 Order of Business.
At all meetings of the members of the Association, the order of business
shall be as follows:
(a) Organization of meeting;
(b) Submission by the Secretary of evidence that proper notice of the meeting was given;
(c) Submission by Secretary of an alphabetical list of members as of the record
date for such meeting;
(d) Statement by the Secretary of the number of persons entitled to vote at
such meeting who are represented either in person or by proxy;
(e) Reading of minutes of the last meeting of members;
(f) Reports of the officers of the Association and any committees of the officers
or directors of the Association;
(g) Unfinished business;
(h) New Business;
(i) In the case of the annual meeting, nomination of directors and officers;
(j) In the case of the annual meeting, election of directors and officers and
Section 2.16 Action by Members without a meeting.
Whenever under any provision of law, the Articles of in Association or
these Bylaws, members are required or permitted to take any action by vote,
such action may be taken without a meeting or written consent, setting
forth the action so taken, signed by all of the Individual Members entitled
to vote thereon. Written consent thus given by all Individual Members entitled
to vote shall have the same effect as a unanimous vote of members.
ARTICLE III Fees, Dues, and Assessments
Section 3.01. Present Membership Classes.
The amount of dues or fees for each class of members indicated herein shall
be fixed and determined by the Board of Directors from time to time. The
Board shall publish and provide a list of current fees and dues for all
Section 3.02. Future Membership Classes.
The Board of Directors shall establish fees and dues for such other classes
of membership as may be established hereafter.
ARTICLE IV Board of Directors
Section 4.01 Power of Board and Qualification of Directors.
The Association shall be managed by its Board of Directors. Each director shall be at least eighteen years of age. The Board of Directors shall consist of the then President, Secretary and Treasurer of the Association and additional Individual Members as shall be elected from among the Individual Members of the Association at the Annual Meeting of the members of the Association.
Section 4.02 Number; Election; and Qualification.
The number of directors that shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors, but in no event shall be less than 5. The number of directors may be decreased at any time and from time to time by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal, or expiration of the term of one or more directors. The directors shall be elected at the annual meeting of members by such members as have the right to vote on such election. Directors must be Alumnus Members of the Association.
Section 4.03. Terms
Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected and shall serve for a term ending on the date of the annual meeting next following the end of the Association's fiscal year ending June 30, 2008.
Section 4.04 Allocation of Directors Among Classes in the Event of Increases or Decreases in the Number of Directors.
In the event of any increase or decrease in the authorized number of directors,
(i) each director then serving as such shall nevertheless continue as director of the class of which he is a member until the expiration of his current term or his prior death, retirement, or resignation and
(ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors.
Notwithstanding any provisions to the contrary contained herein, each director shall hold office until his successor is elected and qualified, or until his earlier death, resignation, or removal.
Section 4.06 Vacancies.
Unless and until filled by the members, any vacancy in the Board of Directors,
however occurring, including a vacancy resulting from an enlargement of
the Board, may be filled by vote of a majority of the directors then in
office, although less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall be elected for the unexpired term
of his predecessor in office, and a director chosen to fill a position
resulting from an increase in the number of directors shall hold office
until the next annual meeting of members and until his successor is elected
and qualified, or until his earlier death, resignation, or removal.
Section 4.07 Resignation.
Any director may resign from office at any time by delivering a resignation
in writing to the Association. Such resignation shall take effect at the
time specified therein, and unless otherwise specified, no acceptance of
such resignation shall be necessary to make it effective.
Section 4.08 Removal of Directors.
Any or all of the directors may be removed, with cause or without cause,
by majority vote of the Alumnus Members. Any director may be removed with
cause by vote of the Board of Directors provided there is a quorum of not
less than a majority present at the meeting of directors at which such
action is taken.
Section 4.09 Meetings of the Board.
Meetings of the Board of Directors, annual, regular, or special, may be held at an approved meeting place of the Association in the Town of Newton, State of Alabama, or as shall be specified in the respective notice or waivers of notice thereof. An annual meeting of the Board for the appointment of officers shall be held on the day on which the Annual Meeting of the members is held, at the same place and as soon after the holding of such meeting of members as is practicable, and no notice thereof need be given. The Board may fix times and places for regular meetings of the Board and no notice of such meetings need be given. Special meetings of the Board may be called at any time by the President or by any Alumnus Member by a written notice delivered or mailed to each director at his last known address at least twenty (20) days prior to the day of the meeting.Notice of a meeting need not be given to any alternate director nor to a director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting of the Board to another time or place shall be given to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting of the other directors.
Section 4.10 Quorum and Voting.
Unless a greater proportion is required by law, by the Articles of In Association
or by a By-Law adopted by the members, a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business or
of any specified item of business. Except as otherwise provided by law
or by these Bylaws, the vote of a majority of the directors present at
a meeting at the time of the vote, if a quorum is present at such time,
shall be the act of the Board, except as otherwise provided by law or by
Section 4.11 Written Consent of Directors; Meetings by Conference Telephone.
Any action required or permitted to be taken by the Board of Directors
or committee thereof may be taken by the Board of Directors or any committee
thereof without a meeting if members of the Board or such committee constituting
a quorum for such action consent in writing to the adoption of a resolution
authorizing such action. Each resolution so adopted and the written consents
thereto by members of the Board or such committee shall be filed with the
minutes of the proceedings of the Board or such committee.Anyone or more
members of the Board of Directors or of any committee thereof may participate
in a meeting of such Board or committee by means of a conference telephone
or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting.
Section 4.12 Compensation of Directors.
The Association shall not pay compensation to directors, but may reimburse directors for expenses actually incurred in performing services rendered to the Association in such capacities.
Section 4.13 Annual Report of Directors.
The Board of Directors shall present at the annual meeting of members a
report, verified by the President and Treasurer or by a majority of the
directors,or certified by an independent public or certified public accountant
or a firm of such accountants selected by the Board, showing in appropriate
detail the following:
(1) the assets and liabilities, including the trust funds, of the Association as of the end of a twelve month fiscal period terminating not more than six months prior to said meeting;
(2) the principal changes in assets and liabilities, including trust funds, during said fiscal period;
(3) the revenue or receipts of the Association, both unrestricted and restricted
to particular purposes, during said fiscal period;
(4) the expenses or disbursements of the Association, for both general
and restricted purposes during said fiscal period; and
(5) the number of members of the Association as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current members may be found as shown on our current mailing list and addresses.The annual report of the directors shall be filed with records of the Association and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting of members.
ARTICLE V Miscellaneous
Section 5.01 Fiscal Year.
The fiscal year of the Association shall be the calendar year or such other
period as my be fixed by the Board of Directors.
Section 5.02 Checks, Notes, Contracts.
The Board of Directors shall determine who shall be authorized from time
to time on the Association's behalf to sign checks, notes, drafts, acceptances,
bills of exchange, and other orders or obligations for the payment of money;
to enter into contracts; or to execute and deliver other documents and
Section 5.03 Books and Records.
The Association shall keep at its principal office
(1) correct and complete books and records of accounts,
(2) minutes of the proceedings of its members, Board and any committee of the Association, and
(3) a current list or record containing the names and addresses of all members, directors, and officers of the Association. Any of the books, records, and minutes of the Association may be in written form or in any other form capable of being converted into written form within a reasonable time.
Section 5.04 Amendments to Certificate and Bylaws.
These Bylaws may be amended or repealed, and new Bylaws may be adopted
by the Alumnus Members at the time entitled to vote in the election of
directors, provided that a majority of the Alumnus Members present at a
meeting called for such purpose approve or consent to such new Bylaws.
Indemnification and Reimbursement.
The Association shall indemnify any and all persons who may serve or who have served at any time as directors or officers, and their respective heirs, administrators,. successors, and assigns, against any and all expenses, including amounts paid on judgments, counsel fees, and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding, in which they, or any of them, are part, parties, or a party, or which may be asserted against them or any of them, by reason of being or having been directors or officers or a director or officer of the Association, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in any action, suit, or proceeding to be liable for his own negligence or misconduct in the performance of duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled to under any law, by-law, agreement, vote of members, or otherwise.
Section 5.06 Interested Directors and Officers.
No contract transaction between this Association and any other Association,
firm, association, or other legal entity shall be invalidated by reason
of the fact that anyone or more of the members, officers, or directors
of the Association has a direct or indirect interest, pecuniary or otherwise,
in such Association, firm, association, or legal entity, or because the
interested member, officer, or director was present at the meeting of the
Board of Directors which acted on or in reference to such contract or transaction,
or because he participated in such action, provided that the interest of
each such member, officer or director shall have been disclosed to or known
by the Board and a disinterested majority of the Board shall have nonetheless
ratified and approved such contract or transaction. Such interested member,
officer, or director may be counted in determining whether ratification
or approval is given. If the vote of such interested member, officer, or
director was necessary for the approval of such contract or transaction,
then such contract or transaction shall, with disclosure of the member's,
officer's, or director's interest, be submitted for the approval or ratification
of the (Individual} Members of the Association.
Made effective this the 1st day of June, 2005.