TABLE of CONTENTS

(click on HEADINGS to advance to desired section)

ARTICLE I – PURPOSE OF ORGANIZATION

The purpose of the George Washington High School Alumni Association, Incorporated (hereinafter referred to as the Association) is to provide fellowship and recreational opportunities for its members, to keep alumni informed of activities pertaining to the welfare and benefit of members, and to perpetuate the heritage of George Washington High School, Alexandria, Virginia.

ARTICLE II - RULES OF ORDER

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these By-Laws.

ARTICLE III - BOARD OF DIRECTORS

III. SECTION 1.  GENERAL POWERS.

The affairs and purposes of the Association shall be managed by its Board of Directors (hereinafter referred to as the Board).  The directors shall, in all cases, act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and management of the Association as they may deem proper and consistent with these By-Laws, Articles of Incorporation, and the laws of the Commonwealth of Virginia.

III. SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS.

The Board shall consist of eleven (11) directors at-large.  A director must be a member in good standing of the GWAA.  No provision is made for ex-officio members.  The terms of elected directors shall be fixed at three years (except as described in Article III. Section 4b).  Each director shall hold office until his/her successor shall have been elected. 

III. SECTION 3.  MEETINGS (Board).

a.  Regular Meetings.  Regular meetings of the Board shall be set at the discretion of the Board and may provide, by resolution, the time and place for the holding of regular meetings of the Board without other notice than such resolution.  Only directors, chairpersons, and invited guests can attend a regular meeting.
 

b.  Special Meetings.  Special meetings of the Board shall be held when (1) called by the President of the Board or (2) upon receipt of a written request signed by, or a verifiable email message initiated by, three (3) or more members of the Board.  Except in emergency situations, not less than three (3) days notice shall be given to each Board member by telephone and/or electronic mail.  Such notice shall include the purpose of the special meeting.  Discussion and action taken at the special meeting shall be limited to matters specified in the notice of the special meeting.  Only directors, chairpersons, and invited guests can attend a special meeting.

c.  Quorum.  A majority of the Board, i.e., more than half of the current directors, shall constitute a quorum for the transaction of business.  Every act or decision taken or made by a majority of those on the Board, who are present at a duly held meeting at which a quorum is present, shall be regarded as the act of the Board.

III. SECTION 4.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

a.   Newly created directorships resulting from an increase in the number of directors shall be filled by election at the Annual Membership Meeting.

b. A vacancy of existing directorship occurring for any reason may be filled by a majority vote of the remaining directors.  A director thus appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor.

III. SECTION 5.  REMOVAL OF DIRECTORS.

a. Upon being notified in writing, a director may be removed from the Board for non-attendance by a vote of two-thirds (2/3) of the directors present and voting.  The Board attendance is proof of missed meetings.  No investigating committee or hearing is required.

b. Robert’s Rules of Order will prevail in all procedures dealing with disciplinary matters.  Only in executive session can an allegation be lodged against a director.  If the Board decides further investigation is required, then an independent investigating committee of three Board members appointed by the President will be formed to investigate and, if possible, resolve the allegation.  If the independent investigating committee is unable to resolve the allegation and decides to recommend that charges be brought against the accused, all directors in favor of charges must sign the final report.  Only then can the Board file charges against the director.  The Secretary shall advise the accused, in writing, at least thirty (30) days prior to the executive meeting of charges against him or her, and the accused shall have the opportunity to rebut these charges prior to any ballot vote on the removal.  The Board will appoint an independent hearing committee of non-Board members to consist of a chairperson and a spokesman.  The accused is allowed to have a representative who does not have to be an Association member.  The hearing will be held before the Board of Directors.  The spokesman will read only the charges, which the accused and/or his or her representative can rebut.  The chairperson keeps the hearing in order.  The directors are not allowed to speak during the hearing.  When the hearing is over, the directors will vote by ballot on the guilt or non-guilt verdict.  Only after the accused has been found guilty can the Board of Directors discuss the punishment phase, which can include removal from the Board.

c. A director of the Board who is removed will, upon written notice, relinquish all Board documents in his or her possession to the Secretary or other authorized official within thirty (30) days of such notice.

III. SECTION 6.  RESIGNATION.

A director may resign at any time by giving written notice (letter or email) to the Board, the President or the Secretary of the Association.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.  Any member of the Board who resigns shall relinquish, to the Secretary or other authorized official, any and all Association communications in his or her possession, within thirty (30) days of the effective date of such resignation, to the Board.

III. SECTION 7.  COMPENSATION.

No monetary funds shall be paid to directors for their services, but by resolution of the Board, actual out of pocket expenses incurred on behalf of the Association may be authorized by the Board, provided sufficient evidence of such expenditure is submitted to the Board.  Nothing herein contained shall be construed to prevent any director from contracting services, not usually performed by the officers or directors, to the Association and receiving reasonable compensation thereof, provided those services have prior approval by the Board and are not greater in amount than that determined by the Board.  The directors and committee chairpersons may, if approved by the Board, hold a social meeting in the month of December each year.  The social meeting would be in appreciation for their services during the past year.  The Association would pay no more than the amount approved by the Board for the social meeting.  The cost for directors and chairpersons attending the meeting will be paid for by the Association.  In addition, Association funds may be used to purchase a gift of value, as determined by the Board, to be presented to the outgoing President or other deserving individual at the annual meeting in recognition for his/her dedication and service to the members.

ARTICLE IV - OFFICERS

IV. SECTION 1.  NUMBER.

The officers of the Association shall be:  President, Vice President, Secretary, and Treasurer.  The officers shall be elected by the directors from among the directors at-large at the first regular business meeting following the Annual Membership Meeting for a term of one year or until their successors are elected.  Any officer may be reelected for additional one-year terms.  However, the President may not be reelected for more than two (2) consecutive terms.  The parliamentarian, or, in the absence of a parliamentarian, the Secretary is responsible for ensuring that the election of officers is conducted in accordance with the “Voting by Ballot” procedures in Robert’s Rules of Order.  In the event the President’s term as a director has expired or he/she is not re-elected to the Board at the Annual Membership Meeting, the Vice-President will take the chair at the first regular business meeting following the Annual Membership Meeting for the purpose of conducting the election of the new President, who will then take charge of the election for the three remaining officer positions.  Should there be no Vice-President, the Secretary or some other director will call the meeting to order, and the Board will immediately elect a chairperson pro tem to preside until the new President is elected. 

IV. SECTION 2.  NOMINATIONS.

            Directors whose seat is not up for election may submit their intention to run for one or more of the four offices listed in Section 1 to the Chairperson of the Nominations & Elections Committee either before the Annual Membership Meeting or at least one week before the next regularly scheduled meeting after the Annual Membership Meeting.  The chairperson of this committee will also ascertain any interest in running for one or more of the four officer positions from newly elected directors.   In both instances, the chairperson will ensure that every nominee is willing to commit themselves to carrying out the duties of the office for which he/she is running.  The chairperson will then make known all nominations to the Board via regular mail or email before the first regularly scheduled meeting after the Annual Membership Meeting.  The report of the Nominations & Elections Committee will be formally presented to the Board at this first regularly scheduled meeting in accordance with the guidance in the pertinent section of Chapter XIV “Nominations and Elections” of Robert’s Rules of Order.  Immediately after the presentation of the report of the Nominations & Elections Committee, the chair will call for nominations from the floor.  When nominations for one office have been completed, votes are to be cast for that office and the results announced before the chair calls for nominations for the next office.

IV. SECTION 3.  VACANCIES.

In the event of a vacancy in the office of President, the Vice President shall serve as President.  In the event of a vacancy in any other office, the Board shall elect a director to fill that vacancy.  The term of the director who fills a vacancy in an office shall be the unexpired term of the officer he or she replaces.

IV. SECTION 4.  RECALL.

Officers are elected to office by the directors.  Therefore, any officer of the Association may be recalled, after receiving written notice, at a special meeting of the Board of Directors called for that specific purpose.    Any officer recalled shall, upon written notice, relinquish any and all Association documents, corporate communications and property in his or her possession to the Secretary or other authorized official within thirty (30) days of such notice.  A vote of two-thirds (2/3) of the Board shall be required for recall.  The officer who is the subject of a recall vote shall be advised at least thirty (30) days prior to the meeting of complaints against the officer and shall have the opportunity to rebut the complaints prior to any vote on the recall.  The recalled officer shall be liable for all costs incurred by the Association to recover corporate documents or property.

IV. SECTION 5.  RESIGNATION.

Any officer who resigns from office shall relinquish any and all Association documents, Association communications and Association property in his or her possession to the Secretary or other authorized official.  The resigning officer shall be liable for all costs incurred by the Association to recover such items within thirty (30) days of a written request by the Association.

ARTICLE V - DUTIES OF OFFICERS

V. SECTION 1.  PRESIDENT.

The President shall preside at all meetings of the Association and shall perform other such duties as are incumbent to the office.

V. SECTION 2.  VICE PRESIDENT.

The Vice President shall take the place of the President and shall fulfill those duties during the President's absence or inability to act, and to assist the President with Association functions as necessary.

V. SECTION 3.  SECRETARY.

The Secretary shall cause an accurate record to be kept of all proceedings; shall cause information submitted by the members to be maintained and perform such other duties as may be necessary under the direction of the President and Board.

V. SECTION 4.  TREASURER.

The Treasurer shall cause an accurate record to be kept of all receipts and disbursements and shall regularly submit reports of all such transactions for approval by the Board.  The Treasurer shall also ensure that the Association’s financial records are reviewed annually by an independent party.

ARTICLE VI - MEMBERSHIP

VI. SECTION 1.  REGULAR MEMBER.

a.  Individual.  Any person who was enrolled as a student in George Washington High School, located in Alexandria, Virginia, during the years 1935 through 1971, inclusive, shall be eligible for membership in the Association as a regular member.  An active-status member may vote at all membership meetings or vote by written ballot when circulated to all regular members.

            b.  Joint.  A married couple, both of whom were students enrolled in George Washington High School, located in Alexandria, Virginia, at any time during the years 1935 through 1971, inclusive, is eligible for the reduced dues of joint members rather than individual memberships.  Joint members have the same voting rights as individual members.

VI. SECTION 2.  ASSOCIATE MEMBER.

Any person who was never enrolled as a student in George Washington High School, located in Alexandria, Virginia, but is the spouse or widowed spouse of a student, who was enrolled in George Washington High School at any time during the years 1935 through 1971 inclusive, shall be eligible for associate membership.  NOTE: No one who was enrolled as a student at George Washington High School is eligible for associate membership.  Associate members shall not have voting or balloting rights, nor may they hold office as an officer or director of the Association.

VI. SECTION 3.  HONORARY MEMBER.

An honorary member shall be a teacher or staff person who worked at George Washington High School, located in Alexandria, Virginia during the period indicated in Section 1 above, or other persons as may be selected and approved by the Board.  Honorary members shall not have voting or balloting rights, nor may they hold office as an officer or director of the Association.

 

VI. SECTION 4.  MEMBERSHIP PROCEDURES AND DUES.

Membership procedures will be initiated upon receipt of a completed membership application form from the prospective member and payment of annual dues in advance, where applicable.  Dues of the Association shall be fixed by the Board and shall become due and payable at the anniversary date of membership.  Members failing to pay such dues within sixty (60) days of the due date shall be moved to inactive status and thereby shall lose all rights and privileges pertaining to their membership.  Dues are non-refundable.

VI. SECTION 5.  MEMBERSHIP COMMITTEE.

The Chairperson of the Membership Committee shall accept membership applications, advise the Board of new applicants, maintain the membership rolls, send out membership renewal notices, and perform such other duties as may be assigned by the Board.

VI. SECTION 6.  EXPULSION.

Robert’s Rules of Order will be used in all proceedings dealing with disciplinary matters.  An allegation can be lodged against a GWAA member only in executive session of the Board.  If, as a result of such executive session, the Board decides that further investigation is required, an independent investigating committee, comprised of three GWAA members who are not members of the Board and who have no presumption of the allegation, will be formed to resolve the allegation.  If the independent investigating committee is unable to resolve the allegation and decides to recommend that charges be brought against the accused, all members in favor of charges must sign the final report.  The Board can file charges only after the investigating committee recommends that charges be brought against the accused.   The Secretary shall advise the accused in writing at least thirty (30) days prior to the meeting of charges against him or her, and the accused shall have the opportunity to rebut these charges prior to any ballot vote on removal.  The Board will appoint an independent hearing committee consisting of a chairperson and a spokesman, neither of whom can be on the Board.  The accused is allowed to have a representative who may or may not be a GWAA member.  The hearing will be held before the Board of Directors.  The spokesman will only read the charges, and the accused and/or their representative can rebut the charges.  The chairperson is responsible for keeping the hearing in order.  Directors are not allowed to speak during the hearing.  When the hearing is completed, the directors vote by ballot on the guilt or innocence of the accused.  The Board of Directors can discuss the punishment phase only after the accused has been found guilty.  Punishment can include expulsion from the GWAA membership rolls.

VI. SECTION 7.  MEETINGS (Membership).

a.  Annual Meeting.  Regular annual meetings of the members of the Association shall be held at least once a year, at such day and time as set by the Board of Directors. The purpose of the annual meeting shall be to elect members to fill vacancies on the Board of Directors and to transact such other business as may properly be brought before the meeting. Notice of the annual meeting shall be provided to members entitled to vote not less than thirty (30) days before such meeting. Such notice shall be given by, or at the direction of, the Secretary by mailing either a copy of the notice via regular mail or email or a copy of the Association newsletter with the notice included therein to each member entitled to vote at the meeting. The notice is to be sent to the member’s address last appearing on the Association membership rolls. Such notice shall specify the location, date, and time of the meeting.

b.  Special Meetings.  Special meetings of the members of the Association may be called by the Board or upon written request by at least ten (10) percent of the members of the Association.  Notice of special meetings of the members shall be provided to members entitled to vote not less than fifteen (15) days before such meeting. Such notice shall be given by, or at the direction of, the Secretary, by mailing a copy of the notice to each member entitled to vote at the meeting, addressed to the member’s address last appearing on the Association’s membership rolls. Such notice shall specify the location, date, time, and purpose of the meeting. Only matters stated in the notice of the special meeting shall be discussed or acted upon at the meeting.

c. Quorum.  A quorum at either the annual or a special meeting of the membership shall consist of no less than two (2) percent of the regular members of the Association.  If, however, such a quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented.  An affirmative vote of the majority of the regular members present at a meeting shall be the legal transaction of the membership body.

ARTICLE VII - COMMITTEES

VII. SECTION 1.  STANDING COMMITTEES.

            a. The Board may establish standing committees to perform continuing, uninterrupted functions of the Association.

b. With the exception of the Nominations & Elections Committee, the President may nominate a new chairperson of a committee or leave the nomination up to the Board. If the President chooses to nominate the committee chairperson, the Board must vote to approve or disapprove the nomination.  The Board must formally approve the chairperson of each Standing Committee at the first regular monthly meeting following the annual meeting, and this action must be recorded in the minutes of the meeting. 

            c.   A committee chairperson who is removed or gives up his/her position during the year will, upon written notice, relinquish all committee documents in his/her possession to the Secretary or other authorized official within thirty (30) days of such notice. 

VII. SECTION 2.  SPECIAL COMMITTEES.

a. The Board may establish special committees to carry out specified tasks limited to single or reoccurring events; at the completion of each event, the committees automatically cease to exist.  A special committee should not be appointed to perform a task that falls within the assigned function of an existing standing committee.

b. The President may nominate a chairperson, or leave the nomination up to the Board.  If the President chooses to nominate the chairperson and members, the Board must vote to approve or disapprove the nominations.  The Board must approve the chairperson of each Special Committee, and this action must be recorded in the minutes of the meeting at which the action was taken.

VII. SECTION 3.  NOMINATIONS AND ELECTIONS COMMITTEE.

   The Board will establish a Nominations and Elections Committee to present a slate of nominees for the annual election.  No member of the Board will serve on this committee.  The President will not nominate the chair or members, nor be a member of the Nominations and Elections Committee, ex-officio or otherwise.

VII. SECTION 4.  PRESIDENT AS EX-OFFICIO MEMBER.

The President is an ex-officio member of all committees except the Nominations and Elections Committee.  He/she has the right, but not the obligation, to participate and vote in proceedings of the committees.

ARTICLE VIII - ELECTING DIRECTORS TO THE BOARD

GWAA members electing directors at large to the Board each year will do so by a non-secret ballot, i.e., by either a signature on the ballot or enough information on the ballot to permit identification of the member by the nominations and elections committee.  The ballot can be submitted via regular mail or facsimile.  The Association will use the plurality vote (candidates receiving the largest number of votes) to eliminate the necessity of a second mail ballot.  In case of a tie vote, a runoff election will be held at the annual meeting using a ballot.

ARTICLE IX – VOTING OF THE BOARD.

IX. SECTION 1.  DIVISION OF THE HOUSE.

When it is difficult to determine whether a resolution has passed, any voting director may call for a "division of the house."  Such a call shall mean a show of hands by eligible voting directors of the Board in order to determine whether a resolution has passed.

IX. SECTION 2.  ABSTENTIONS.

During any vote at any meeting of the Board, any person who abstains from a vote shall not be counted in the number of votes cast for the purpose of determining whether a resolution or item before the floor passes.

IX. SECTION 3.  PRESIDENT.

The President may vote to create or break ties or when his/her vote can change the result, such as in the case of a two-thirds (2/3) vote at Board meetings.  The President may cast a written ballot when the vote is by ballot.

IX. SECTION 4.  PROXY VOTING.

            Proxy voting may be used at any meeting of the Board.  Any director who, due to unavoidable circumstances, desires to vote by proxy may do so by informing the Secretary, or, in the Secretary’s absence, another director, in writing via regular or electronic mail of such proxy sufficiently in advance of the meeting for which the proxy is to be used to ensure its use in the meeting.  If the absentee director chooses to use an instructional proxy, the proxy must clearly reflect the director’s vote on the matter (or for the candidate for office) and be signed and dated.  If the absentee director is designating another director to vote in his/her place, the name of the director so designated must be clearly indicated in the proxy.  Any proxy shall be valid for a specific meeting and may not be used as a general proxy to vote at other than the specified meeting.

ARTICLE X - FISCAL YEAR

The fiscal year shall begin on January 1 and end on December 31 of each year.

ARTICLE XI - INDEMNIFICATION

No person who is or shall have been a director shall, under any circumstances, be held liable or accountable out of their personal assets by reason of any error of judgment or mistake of fact or law or any other mistake, or any act or omission of any agent, proxy attorney, other director, any person to whom they may delegate their powers, or any other person, or by reason of any action taken, suffered, or omitted in accordance with the provisions of the certificate of incorporation of the Association of these by-laws or be so liable or accountable for more moneys or property than they actually receive, or be so liable or accountable by reason of any personal or adverse interest, or by reason of their own individual conduct done with knowledge or belief on their part that their action is in violation of their duties and powers under the certification of incorporation and these by-laws, and no person shall in any event be so liable or accountable by reason of any action taken, suffered, or omitted in accordance with or in reliance upon an opinion or legal advice of legal counsel employed or authorized by the Board.

So far as permissible by law, every person who is or shall be or shall have been a director or officer of the Association, or their personal representative, shall be indemnified by the Association against all costs and reasonable expenses, incurred by or imposed upon them in connection with or resulting from any action, suit or proceeding to which he or she may be made a party by reason of their being or having been a director or officer of the Association, except as to matters as to which he or she shall finally be adjudged in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of their own individual willful misconduct done with knowledge or belief on their part that their action was in violation of their duties or their powers under the certificate of incorporation or these by-laws.  "Costs and expenses" shall include, but without limiting the generality thereof, attorney's fees, damages, and unreasonable amounts paid in settlement, now, or hereafter adopted and as amended and enforced from time-to-time.

ARTICLE XII - DISTRIBUTION OF ASSETS

The Association shall use its funds only to accomplish the objectives and purposes specified in these by-laws.  On the dissolution of the Association, any funds remaining shall be distributed to a deserving local organization.

ARTICLE XIII - AMENDMENTS TO BY-LAWS

With the exception of Article III Board of Directors, these by-laws may be amended at any regular or special meeting of the Board.  A vote by two-thirds (2/3) of the directors voting is required for passage.  However, such amendments will not become effective until being considered by the Board for thirty days.  Any amendment to Article III Board of Directors must be approved by a two-thirds (2/3) vote of members of the Association voting during the Annual Membership Meeting.