– PURPOSE OF
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,
ARTICLE II - RULES OF
The rules contained in the current edition of
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.
- BOARD OF
III. SECTION 1.
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
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
III. SECTION 3.
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
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
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
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
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
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.
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.
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
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, other than
the President, may be elected for additional one-year terms. Normally, the
incumbent President may NOT be reelected consecutively for more than two (2)
successive one-year terms. However, in the unusual and extreme situation where
there is no other viable, willing candidate for the presidential position, a
confidential (secret) board vote for a one-year extension of the incumbent
president’s term may be called for. In this specific board vote, the “yeas”
(including any 'proxies') must be unanimous. 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”
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
IV. SECTION 2.
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.
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
IV. SECTION 4.
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
IV. SECTION 5.
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
ARTICLE V - DUTIES OF OFFICERS
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.
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.
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.
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
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.
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
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.
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.
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.
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.
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.
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
a. The Board may establish standing committees to
perform continuing, uninterrupted functions of the Association.
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.
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.
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.
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.
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.
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.
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
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
The fiscal year shall begin on January 1 and end on December 31
of each year.
ARTICLE XI -
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.
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
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.