Constitution and By-Laws

ARTICLE I: CORPORATE NAME

Section 1 – Name of Corporation

The name of the Corporation shall be the Stephen F. Austin High School – Houston, Texas Alumni Association Inc., (hereinafter called the “Association”) initially chartered as the Stephen F. Austin High School Alumni Association, Inc. in March 1996, with the acquisition and merger of the Austin Mustang ‘79 Scholarship Foundation, Inc. in March 2013.

Section 2 – Principal Office

The principal office of Stephen F. Austin Alumni Association shall be at 1700 Dumble Street, Houston, Texas 77023.

ARTICLE II: PURPOSE

The purpose of this organization shall be to promote and support the students, teachers and property that comprises Stephen F. Austin High School in Houston, Texas; to assist in sponsoring fund raising activities for scholarships and school projects, to mentor and tutor the students; to assist past graduated classes with reunion and alumni meetings; and to award monetary scholarships to graduating seniors from Stephen F. Austin High School; to develop pride, social awareness and establish public support for the high school community; and to assist in enterprises and activities that are for the welfare of the students, faculty, staff and alumni of Stephen F. Austin High School – Houston, Texas.

ARTICLE III: MEMBERSHIP

Section 1 – General

All graduates of Stephen F. Austin High School – Houston, Texas are members of the Alumni Association.

Section 2 – Active Members

Persons who fulfill all qualifications for membership and have paid the full assessment of dues as determined by the Board of Directors shall be considered active members of the Association.

a. Duties and Responsibilities:

To abide by the Bylaws established by the Association;

    1. To work for the extension of the membership and services of the Association;
    2. To maintain their membership in force by paying their dues according to the schedule established and set by the Association.

b. Right and Privileges:

All active members in good standing shall be entitled:

To participate in all meetings and other activities;

    1. To propose, discuss and vote on matters of interest to and for the welfare of the Association;
    2. To vote for and be candidates for an office or Board of Directors;
    3. To have available access to the Association Bylaws, dues schedule, events and activities; and
    4. To receive issues of the Association newsletter.

Section 3 – Life Members

A person may become a life member of the Association upon payment of the Lifetime Membership of an amount determined by the Board of Directors that shall entitle such persons with the following:

Exempt from payment of annual dues.

  1. All rights and privileges of active members; and.
  2. Other activities and benefits so determined by the Board of Directors.

Section 4 – Dues

The Board of Directors shall determine the annual membership dues by a two-thirds (2/3) vote.

ARTICLE IV: ASSOCIATE MEMBERSHIP

Individuals or organizations who wish to support the work of the organization may become an associate member under one or more of the following categories:

Section 1 – Honorary Membership

As determined by the Board of Directors an honorary membership is conferred by nomination and then approval by the Board of an individual or organization for membership.

Section 2 – Associate Membership

An individual, business entity or other organizations who wish to participate with the Association and support its purposes may become an Associate Member by contributing a minimal annual amount to the Association as determined by the Board of Directors.

Section 3 – Associate Membership Rights and Privileges

All Associates Members in good standing are entitled:

To attend and participate in meetings, subject to limitation;

  1. To receive the Association newsletter and all other communications sent to the membership;
  2. To abide by the Association By-Laws
  3. To work for the extension of the membership and services of the Association; and
  4. To maintain affiliation and association for the promotion of the Association’s purposes.

ARTICLE V: BOARD OF DIRECTORS

Section 1 – Powers

The activities, affairs and property of the Association shall be managed, directed and controlled, and its powers exercised by, and vested in, the Board of Directors, except as otherwise provided by these By-Laws. The Board of Directors shall have the same general corporate powers as any private, non-profit corporation.

Section 2 – Composition, Qualifications, and Election of Directors

A. Number of Directors

The Board shall consist of no less than nine (9) and no more than twenty-one (21) elected Directors at large. The number of Directors shall be set from time to time by resolution of the Board provided no decrease shall have the effect of shortening the term of any incumbent director.

B. Qualifications of Directors

Any active member of the Association shall be qualified to be a Director of the Association.

C. Election of Directors

All Directors of the Association shall be elected as follows:

  1. A nominating committee of the Board of Directors can nominate any person for the position of Director at any of the Association’s meetings. If the nominee is otherwise qualified to become a Director, his/her nomination shall be on the ballot placed before the voting membership at the next publicly noticed meeting.
  2. Any person otherwise qualified under these By-Laws can be elected to serve as Director by the membership at the annual meeting and/or at another meeting called by the Board of Directors.
  3. The initial membership of the Board of Directors shall be composed of staggered terms. Directors of odd number positions (i.e. 1, 3, 5 etc) shall be elected on odd number years. Directors of even-number positions (i.e. 2, 4, 6 etc) shall be elected on even numbered years.

Section 3 – Term of Office

The term of Board membership shall be two (2) years or until he or she sooner dies, resigns, is removed, or becomes disqualified. Directors may serve a maximum of three (3), two (2) year terms.

Section 4 – Duties and Responsibilities

The Board of Directors shall be vested with the following duties and responsibilities:

  1. To establish policies and programs which are in accordance with the purposes of the Association;
  2. To assume responsibility for the adequate financing and underwriting of the work advanced by the Association;
  3. To adopt a budget for the Association;
  4. To establish such standing committees as are necessary to carry out the work of the Association;
  5. To raise and/or donate funds, resources, time and/or expertise to the Association at an annual level determined by the Board.

Section 5 – Resignation

Any Director may resign by delivering his or her resignation to the President and the Secretary; to a meeting of the Board of Directors or to the Association at its principal office. Such resignation shall be effective at the next regularly scheduled board meeting following receipt of the resignation.

Section 6 – Removal

A Director of the Association may be removed at any time for cause for one or more of the following reasons: the Director is incapacitated or otherwise unable to carry out the duties of his/her office; conduct the Board deems contrary to the best interests of the Association; violations of the Association’s By-Laws, conflict of interest policy, board resolutions or other policies.

Any Director may be removed by any affirmative vote of the majority of the Board. The Board shall provide all Directors, including the Director proposed to be removed, with prior notice of the meeting at which the removal is to be considered with no less than ten (10) calendar day’s written notice. The notice must specify that a purpose of the meeting is to consider removal of the Director. The Director proposed to be removed shall be entitled to an opportunity to be heard at that meeting.

Section 7 – Vacancies

There is a vacancy on the board when a Director has been removed for cause; when a Director notifies the board of his/her resignation; when a Director is incapable of performing the duties; or when whenever the number of Directors shall for any reason be less than the authorized number, the Board shall conduct an election.

Section 8 – Compensation

The Directors of the Association shall serve on the Board without compensation. Only when authorized in advance by the Board, may a Director be reimbursed for justifiable expenses relating to Board business, subject to the requisite requirements outlined by the President and Treasurer.

Section 9 – Contracts with Directors

No Director or Officer of the Association shall be personally interested, directly or indirectly, in any fiscal transaction relating to the operations conducted by it, not in any contract transaction relating to the furnishings of services or supplied to it without full disclosure to the Board of Directors.

ARTICLE VI: OFFICERS

Section 1 – Officers

The officers of the Association shall consist of a President, Vice-Presidents, a Secretary and a Treasurer.

Section 2 – Election of Officers

All officers of the Association shall be elected annually from and by the membership of the Board of Directors on an annual basis within thirty (30) days of its annual meeting. Each officer shall hold office until the close of his/her tenure of office at the annual meeting of the Board of Directors and thereafter until his/her successor shall have been elected and shall qualify, or until death, resignation or removal.

Section 3 – Term of Office

Each elected Officer shall hold office for a two (2) year term and shall serve until the Officer succeeding him/her is elected, unless prior thereto, he/she shall become incapacitated, resigned, or removed from office. Officers may be re-elected at the end of their respective term and serve consecutive terms for no more than three (3) terms. Each Officer shall hold office until the next annual meeting unless a shorter period shall have been specified by the terms of his or her election or appointment.

Section 4 – Resignations

Any Officer may resign by delivering his or her resignation to the President and the Secretary; to a meeting of the Board of Directors or to the corporation at its principal office. Such resignation shall be effective at the next regularly scheduled board meeting following receipt of the resignation.

Section 5 – Removal

An Officer of the Association may be removed at any time for cause for one or more of the following reasons: the officer is incapacitated or otherwise unable to carry out the duties of his/her office; conduct the Board deems contrary to the best interests of the Association; violations of the Association’s By-Laws, conflict of interest policy, board resolutions or other policies.

Any officer may be removed by any affirmative vote of the majority of the Board. The Board shall provide all Directors, including the Officer proposed to be removed, with prior notice of the meeting at which the removal is to be considered with no less than fourteen (14) calendar day’s written notice. The notice must specify that a purpose of the meeting is to consider removal of the officer. The officer proposed to be removed shall be entitled to an opportunity to be heard at that meeting.

Section 6 – Vacancies

The Board shall fill promptly vacancies in the Officer positions and may fill vacancies in other officer positions, either at a regular Board meeting or at a special meeting called for that purpose. Vacancies shall be filled by a majority vote of the Board of Directors present at such meeting. Each successor shall hold office for the unexpired term of his/her predecessor or until the successor sooner dies, resigns, is removed or becomes disqualified.

Section 7 – President

The President of the Board shall preside at all meetings of the members and of the Board of Directors of the Association and shall have such other powers and duties not inconsistent with these By-Laws, or as may be assigned to him/her from time to time by the Board of Directors.

Section 8 – Vice President for Membership

It shall be the duty of the Vice President-Membership to chair the Membership Committee, maintain the data base of all graduates, to keep records of all dues paying members, and to send dues statements in January of each year. It shall also be the duty of the Vice-President-Membership to assume the responsibilities of the President in his/her absence, and shall perform such other duties as delegated by the President or the Board of Directors.

Section 9 – Vice President for Programs

It shall be duty of the Vice President-Programs to chair the Programs Committee, assume the responsibilities of Vice-President of Membership in his/her absence and perform any such other duties as delegated by the President. It shall be the duty of the Vice-President-Programs to plan and coordinate the programs for the general meetings and other events of the Association.

Section 10 – Secretary

The Secretary shall be the custodian of all records and documents of the Association; Keep the minutes of all meetings of the membership, the Board of Directors, and of the Executive Committee; Maintain a register of the addresses and contact information of each Director, Perform all other duties not inconsistent with these By-Laws, as are incident to the Secretary, and as directed by the President or as determined from time to time by the Board of Directors.

Section 11 – Treasurer

The Treasurer shall: Maintain all financial records of the Association, and have the care of, receive, manage, account and give receipt for money dues collected, received and paid to the Association or any of its committees; Deposit all monies received by the Treasurer in the name of the Association in such banks, trust companies or other depositories as from time to time may be designated by the Board of Directors; Have charge of the disbursements of the moneys of the Association in accordance with the directions of the Board of Directors; Enter or caused to be entered regularly in books to be kept by the Treasurer or under his/her direction for the purpose, complete and correct account of all monies collected, received and disbursed by him/her for the accounts of the organization; Maintain all financial records of the organization, and render a statement of the accounts to the Board of Directors and to the membership at all Board meetings and at such times as may be requested; Exhibit the books and all accounting of the Association in the Treasurer’s custody to any member of the Board of Directors upon request; and In general, have such other powers and perform such other duties, not inconsistent with these By-Laws, as are incident to the office of Treasurer or as may be determined from time to time by the Board of Directors.

Section 12 – Contracts with Officers

No Officer of the Association shall be personally interested, directly or indirectly, in any fiscal transaction relating to the operations conducted by it, and not by any contract transaction without prior full disclosure and approval by the Board of Directors.

ARTICLE VII: COMMITTEES

Section 1 – Committees.

The membership may fully participate in committee meetings, deliberations, and decisions in order to perform the preliminary work of the Association’s business. Each committee shall meet on a regular basis in order to assist the Board of Directors in effectively carrying out the Association’s programs and services, as well as to present recommendations for the consideration of the full Board.

The President or his/her designee of the respective committees will provide a report on the fulfillment of their assigned responsibilities at the regular meeting of the Board and present items for the Board’s consideration or discussion.

Section 2 – Standing Committees.

The Association shall consist of the following Standing Committees: Executive Committee, Finance Committee, Scholarship Committee, Membership Committee, Programs Committee and Governance Committee.

A: Executive Committee

The Executive Committee shall consist of the elected officers and Chairpersons of the Standing Committees. The President shall serve as the Chair of the committee. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors, other than the power to add, to amend, or appeal these By-Laws, the Board shall provide the Executive Committee with guidelines.

B: Finance Committee

The finance and audit committee shall: Participate in budget planning, recommend fiscal policies, and review the IRS Form 990; Oversee the administration, collection, and disbursement of the financial resources; Advise the Board with respect to significant financial decisions; and have such authority and perform such other functions duties as determined by the Board.

C: Scholarship Committee

The Scholarship Committee shall: Coordinate and participate in fundraising efforts for the scholarship fund; Direct, manage and update the procedures for the publication, evaluation and awarding of scholarships to graduating seniors of Stephen F. Austin High School-Houston, Texas; Oversee the administration, collection, and disbursement of the scholarship resources; Advise and confer with the Board with respect to significant financial and bequest specified decisions; and have such responsibilities and perform such other duties as determined by the Board.

D: Membership Committee

The Membership Committee shall maintain the data base of all graduates; Keep records of all dues paying members; Send dues statements in January of each year; Recruit and increase active membership and alumni participation; and perform such other duties as directed by the Vice President of Membership and/or delegated by the President or the Board of Directors.

E: Programs Committee

The Programs Committee shall assume the responsibilities to manage, coordinate and direct activities and public events of the Association including but not limited to the Walk of Fame, Fallen Hero’s Memorial, Anniversary celebrations, Reunions, and other such responsibilities and perform such other duties as determined by the Board.

Section 3 – Quorum and Voting

At any committee meeting, not less than fifty percent (50%) of the non-vacant seats on the committee shall constitute a quorum for the transaction of business. Action by a majority of the Committee members in attendance at a Committee meeting at which there is a quorum shall be recognized as the action of the Committee.

ARTICLE VIII: MEETINGS

Section 1 – Annual Meeting of the Membership

The annual meeting of the Association membership shall be held and conducted for the purposes to elect the Directors of the Association, review the progress of the organization, and to transact any such other business as may properly come before the membership.

Section 2 – Regular Meetings of the Board of Directors

The Board of Directors shall meet on at least a quarterly basis with notice given to all Officers and Directors of the Board. A meeting may be held at any time when called by order of the President or any four (4) Directors and/or Officers of the Association with no less than fourteen (14) days written notice.

Section 3 – Executive Session

In the event that the Board intends to go into executive (closed) session, the meeting must first begin in open session and the time and purpose for going into closed session must be announced. No Board action may be taken in executive session. Once the executive session deliberations are completed, the Board shall return to open session, announce the time of resuming open session, and take any Board action required as a consequence of executive session deliberations.

Section 4 – Notice

Notice of each meeting of the Board of Directors shall be given to each Director at least fourteen (14) days in advance of the Board meeting. Each such notice shall state the purpose of the meeting, the time and place of such meeting, and by whose order it was called. Notice of meeting of the Board of Directors can be given by electronic mail, regular mail or by telephone in cases of special meetings when time is of the essence.

Section 5- Waiver of Notice

Notice of any meeting of the Board of Directors need not be given to any Director who shall waive such notice by electronic mail, telephone, or in writing before such meeting; or if he/she shall be present at the Meeting, it shall be deemed the equivalent to the giving of such notice.

Section 6 – Quorum and Voting

The presence at any meeting of at least 51% of the Board of Directors in person shall be necessary and sufficient to constitute a quorum. A motion may be adopted only if it receives the votes of at least a majority of the members present at a properly called meeting where there is a quorum present.

Section 7 – Proxy

Voting by proxy is not permitted at meetings of the Board or its Committees. This prohibition applies equally to all members of the Board.

Section 8 – Minutes.

The Board shall keep the written minutes of each open meeting. The minutes shall include a record of the members present by category, items presented to the Board for action and the votes of all motions. The minutes shall be distributed by the Board Secretary to all Directors as soon as possible after each meeting.

ARTICLE IX: EXECUTION OF INSTRUMENTS

Section 1 – Deposit of Funds

All funds of the Association shall be deposited in such banks, trust companies or other reliable depositories as the Board of Directors from time to time may designate.

Section 2 – Checks, etc.

All checks, drafts, endorsements, notes and evidences of indebtedness of the Association shall be signed by such officer or officers or designated agent of the Association so designated by the Board of Directors. Any check in the amount of $500.00 or more shall require the signatures of at least two (2) officers or Board members. Endorsements for deposits to the credit of the Association shall be made in such manner as the Board of Directors from time to time may determine.

Section 3 – Loans

No loans or advances shall be contracted on behalf of the Association and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors, and in accordance with the provisions of these By-Laws. Any such authorization may be general or confined to specific instances, and may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Association.

Section 4 – Contracts

The President, Vice-President, or any other officer authorized by the Board of Directors may in the name and on behalf of the Association enter into those contracts or execute and deliver those instruments that are authorized by the Board of Directors. Any authorization may be general or confined to specific instances. Without such authorization of the Board of Directors, no Officer or other agent shall have such authorization of the Board of Directors. No Officer or other agent of the Association shall enter into any contract or execute and deliver any instrument whatever in the name and on behalf of the Association without the express authorization of the Board.

ARTICLE X: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Any persons (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he is or was a Director, Officer or agent of the Association shall be indemnified by the Association against any and all liability and the reasonable expenses, at the Board’s discretion, including attorney’s fees and disbursements, incurred by the Director or Officer (or by his/her heirs, executors, or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such individual is or was liable for negligence or misconduct in the performance of his/her duties.

Any Director or Officer seeking indemnification under this section shall notify the Board of Directors in writing promptly after any such coverable incident or situation given to rise to the need for indemnification. In no event shall the Corporation be liable for any attorney’s or collateral fees incurred by a Director or Officer without the Corporation’s prior written approval. Any amount payable pursuant to this Article may be determined by vote at a Director’s meeting. The right of indemnification provided shall not be deemed exclusive of any other right(s) to which said Director, Officer or Employee may be entitled, aside from this Article.

Directors shall not be personally liable for the debts, liabilities or other obligations of the Association, absent intent or malfeasance.

ARTICLE XI: MISCELLANEOUS

Section 1 – Fiscal Year

The fiscal year of the Association shall be the calendar year, ending in December.

Section 2 – Governing Rules of Conduct

Unless in conflict with these By-Laws, the conduct of all meetings shall be according to the latest edition of Robert’s Rules of Order to the extent that said Rules of Order are consistent with the laws of the State of Texas.

ARTICLE XII: DISSOLUTION OF THE CORPORATION

In the event of the dissolution of the Corporation, all applicable State and Federal laws and regulations will be compiled with, including, but not limited to the transfer of funds, property, together with required inventories and all other records. Upon the dissolution of the affairs of the organization, whether voluntary or involuntary, the assets of the organization, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed exclusively to educational organizations which qualify under the provision of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as the my hereafter be amended.

ARTICLE XIII: AMENDMENT OF BY-LAWS

Section 1 – Amendment of By-Laws

These By-Laws may be altered, amended or repealed and a new By-law or new By-Laws may be adopted by a majority of the Association’s membership present at an annual meeting of the Association; Provided that written notice of the meeting to consider the proposed amended By-Laws of the Association is publicly issued to the membership at least fourteen (14) days in advance and that the proposed changes be specified and summarized in said notice.

Adopted for presentment on the ____ day of _________ 2013 by the following Directors and Officers for submission to the membership:

President – Alumni Association, Marsha Eckermann

Vice-President – Membership, Diane Wigington

Vice-President – Programs, Oralia Sanchez

Secretary, Linda Mulholand, interim Secretary

Treasurer, Barbara Parker

President – Scholarship Foundation, Jeffrey E. Crews

Director, Robert Lozano

Director, Alfonso Maldonado

Treasurer, Mary Helen Ybanez Rivera

The foregoing articles of these By-Laws contain the entire agreement between members of the Stephen F. Austin High School –Houston, Texas Alumni Association, Inc. who have by majority vote approved said By-Laws and shall supersede the previous adopted By-Laws of 1996, any prior oral or written agreements, commitments, understandings or communications with respect to the subject matter of these By-Laws.

Approved by the Membership at an Annual Meeting on the ______ day of ________________ 2013.

Marsha Eckermann – President

Linda Mulholand – Secretary

Barbara Parker – Treasurer

Mary Helen Ybañez Rivera – Treasurer