By-laws AAA

Bylaws of The Alamosa Alumni Association
and Foundation of Alamosa High School, Inc.

Article I. Name, Purpose.

Section 1. Name. The name of the organization shall be The Alamosa Alumni Association of Alamosa High School, Inc.

Section 2. Purposes. The purposes of the Club are those enumerated within the Certificate of Incorporation dated __________ __, 2014, which are generally to serve as a charitable and educational organization which promotes the welfare of  Alamosa High School  (hereinafter, AHS), and provides a means by which alumni of AHS and members of the community may contribute to the welfare of the AHS.

Such means may include, but are not limited to: encouragement of the enrollment of qualified alumni and adjunct members into The Alamosa Alumni Association of Alamosa High School; scholarship aid to collegiate students; sponsorship of community service projects; sponsorship of fund raising events which will benefit AHS directly or which will benefit the Association in the establishment of scholarships or to provide for the expenses of operating the Association; performing public relations work on behalf of AHS by initiating, facilitating and participating in programs which will foster continued support of AHS.

Article II. Membership.

Section 1. Members. Any graduate, member of any class, holder of an Honorary Degree, member of the faculty, former staff, administrative staff, or professional staff of Alamosa High School, or any person interested in furthering the work and purposes of this Association (Mean Moose Amigos), shall become a member upon signing up as an Association member.  Membership is no-cost.

Section 2. Honorary Members. The Board of Directors may award honorary memberships. Honorary members shall be exempt from dues.

Section 3. Members’ Rights and Duties. Members shall elect the directors of the Association and vote on matters properly brought before each meeting of the membership.

Section 4. Resignation. Any member of the Association may resign by giving written notice to the secretary.

Article III. Meetings.

Section 1. Annual Meeting. The Annual Meeting of the membership shall be held on such date and at such time and place each year as may be determined by the Board of Directors. Written notice stating the place, day, and hour of such meeting shall be given to each member not more than fifty (50) days nor less than seven (7) days before the meeting. Any matter relating to the affairs of the Association may be brought up for action at any annual meeting or at other regular meetings as called by the board.

Article IV Officers.

Section 1. Number and Title. The officers of the Association shall be: a Chairman; one (1) or more vice Chairmen; a secretary; a treasurer; and, as needed, assistant secretaries and assistant treasurers.

Section 2. Election, Term of Office, and Vacancies. The officers of the Association shall be elected at a meeting of the Board of Directors held within the thirty (30) days immediately prior to the annual meeting of the membership for a term of one (1) year each, and they shall take office immediately following said annual meeting of the membership. A vacancy among the officers shall be filled as provided hereinafter in these bylaws. All officers shall be, and remain during their term, members of the Association as defined in Article II.

Section 3. Duties and Powers. The duties of the officers shall be as follows:

a. Chairman. The chairman shall be the principal officer of the Association and shall preside at all meetings of the membership and the Board of Directors. The chairman shall see that the resolutions of the membership and the actions of the Board of Directors are carried into effect, and report them the conduct and management of the affairs of the Association. The chairman shall perform such duties as are usual to this office.

b. Vice Chairman(e). In the absence of the president, or in the event of that officer’s inability or refusal to act, the Vice Chairman(e), in order of seniority in that position if there are more than one, shall perform the duties of the chairman, and when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the chairman.

c. Secretary. The secretary shall keep minutes of the proceedings of the membership and the Board of Directors; give, or cause to be given, all notices in accordance with the provisions of these bylaws or as required by law; and be custodian of the Association records and the seal of the Association. The secretary shall keep, or cause to be kept, at the registered office or principal place of business of the Association a written records of the members of the Association and their addresses, and in general shall perform all duties as may be assigned by the chairman and/or Board of Directors.

d. Treasurer. The treasurer shall have custody of the Association funds and shall keep, or cause to be kept, correct and complete books and records of account, including full and accurate accounts of receipts and disbursements, in books belonging to the Association, and in general shall perform all duties as may be assigned by the chairman and/or Board of Directors.

Article V. Board of Directors.

Section 1. Composition and Duties. The property, affair, and business of the Association shall be managed by the Board of Directors. The Board of Directors shall consist of the officers of the Association (7) and eighteen (18) members at large; past presidents of the Association shall be deemed honorary directors with voice but not vote. The Board of Directors shall exercise all of the powers of the Association except such as are by law, or by Certificate of Incorporation, or by the bylaws, conferred upon, or reserved to, the members. The Board of Directors shall, at least thirty (30) days before each Annual Meeting of the membership, set the dues and life membership fees for the following year.

Section 2. Election and Term of Office. The members at large of the Board of Directors shall be elected at the Annual Meeting of the membership of the Association for a term of two (2) years each. The term office of one third (1/3) of the members at large shall expire at each Annual Meeting of the membership. All directors shall hold office until their successors are duly elected. Directors shall serve no more than two (2) consecutive three (3) year terms; this provision, however, shall not preclude a retired director from immediately continuous service as an officer, or from additional service as a director in the fulfillment of an unexpired term, or from election as a director a minimum of one year after the conclusion of any second consecutive three year term. All directors shall be, and remain during their term, members of the Association as defined in Article II.

Section 3. Vacancies. Vacancies in the Board of Directors may be filled until the next Annual Meeting of the membership by vote of the remaining directors.

Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at the call of the Chairman, or at such times and places and the Board of Directors shall, by resolution, appoint. No notice need be given of regular meetings of the Board of Directors held at the time and on the date as the Board of Directors may have appointed.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman, and shall be called by the Chairman upon the written request of one third (1/3) of the directors stating the purpose of such meeting. Reasonable notice of each such meeting shall be given to each director by mail, telephone or personally.

Section 6. Waiver of Notice. No notice of a directors’ meeting need be given to any director who attends such meeting in person or who waives such notice in writing executed and filed with the secretary of the Association either before or after such a meeting.

Section 7. Quorum and Voting. Eight (8) directors shall constitute a quorum, and the act of a majority of the directors present at any meeting shall be the act of the whole Board of Directors unless otherwise required by these bylaws, the Non-Stock Corporation Act of Colorado, or the Certificate of Incorporation, provided that a majority of the directors present at any meeting, if less than a quorum, may adjourn the same from time to time without notice until a quorum shall be present.

Section 8. Compensation. Directors shall not receive any compensation for their services in such capacity, but may be reimbursed by the Association  for their reasonable expenses and disbursements on behalf of the Association .

Section 9. Indemnification. The Association  shall indemnify and save harmless each officer, director, or employee of the Association and their heirs, executors, or administrators against, and make reimbursement to them, for all reasonable cost, loss, expense, and/or liability incurred by any of them in connection with the defense or reasonable settlement in any action, suit, or proceeding in which they are made party by reason of their being, or having been, an officer, director, or employee of the Association , except in such instances where the Board of Directors shall find that (1) such officer, director, or employee acted in bad faith or was guilty of willful misconduct in the performance of duties on behalf of the Association; of (2) such indemnification and reimbursement would be contrary to public policy or the laws of the State of Colorado.

Article VI. Committees.

Section 1. Appointment and Duties. Committees shall be appointed by the Chairman unless hereinafter provided in these bylaws. Committees shall perform such functions as directed by the bylaws, president and/or Board of Directors, except that no committee shall perform any act reserved in these bylaws or the laws of the State of Colorado to the directors or the members of the Association .

Section 2. Standing Committees. Standing committees shall be the: Community Relations; Development; Investment; Membership; Nominating; Events Programming; Scholarship; and Homecoming Committees.

a. The nominating committee shall be appointed by the Board of Directors within ninety (90) days following the annual meeting of the Association. The committee shall consist of five members, including the immediate past Chairman, who shall serve as chairperson, and the next most immediate past chair. If any past chair is unable to serve, that position shall be filled by the next most immediate past chair in terms of seniority. The remaining three (3) members shall be officers or directors of the Association;, none of whom shall serve for more than three (3) years each. The nominating committee shall present, at a meeting of the Board of Directors held within thirty (30) days immediately prior to the annual meeting of the membership nominations for the officers designated in Article IV, Section 1. The nominating committee shall present, at the annual meeting of the Association, nominations for members at large of the Board of Directors designated in Article V, Section 2..  The nominating committee shall present when requested, and /or as appropriate, nominations for such vacancies which may occur, or for such recognitions and awards as may be solicited of the Club.

b. The scholarship committee shall consist of the chairman, treasurer, secretary. Chairperson of the scholarship committee, and three directors elected by the Board of Directors from its members. Membership on the scholarship committee shall run concurrently with a member’s service as an officer or director. Members of the scholarship committee shall have only one vote thereon regardless of the number of positions they simultaneously hold.

The scholarship committee shall serve as a conduit through which donors may contribute directly to current financial aid to students, to the permanent endowment fund, or to other programs which may be authorized by the Board of Directors.

Meetings of the scholarship committee shall be held at the written or oral call of the chairman or treasurer, notice of at least ten (10) days having been given. Five members shall constitute a quorum. A report of each meeting of the committee shall be made at the next meeting of the Board of Directors.

The scholarship committee shall recommend to the Association;, which shall retain the right of final decision, students to receive financial aid, and the amount thereof. Recommendations shall be based on a student’s ability, character, and sense of moral, civic, and social responsibility.

Awards shall be given to undergraduate students attending any accredited higher education institutions and graduate and/or professional students attending any accredited higher education institutions

Section 3. Special Committees. Special committees shall be appointed by the chairman to perform such functions as appropriate and necessary. The appointment of a special committee shall cease with the end of the term of the president making the appointment.

Article VII. Financial.

Section 1. Tax Exempt Status. The Association shall operate in such a manner as to qualify for tax deductions normally granted to charitable and educational organizations for sales, income, and other taxes. Publication of such tax-advantaged status, under current law, as it applies to Association operations, including, but not limited to solicitations, activities, and fundraising events, shall be made as deemed appropriate by the Board of Directors.

Section 2. Income. Income received by the Association may include, but is not limited to, annual dues, life membership fees, designated and undesignated contributions, event income in excess of expense, and designated and undesignated bequests.

a. Dues. Annual membership dues shall be set by the Board of Directors in accordance with Article V, Section 1. The board may set various levels of dues based upon criteria of its own choosing.

b. Life Membership Fees. Life membership fees shall be set by the Board of Directors in accordance with Article V, Section 1. The board may set various levels of dues based upon criteria of its own choosing.

c. Contributions. The Association may solicit, in conjunction with requests for dues, or at other times, contributions for a specific purpose or for the general support of the Association. Contributions made for a specific purpose shall be so recorded and reported, and used for the purposes described within the solicitation.

d. Event Income. Unless previously designated for a specific purpose by the board of directors, income in excess of expense derived from the operation of the events shall become part of the general funds of the Association.

e. Bequests. The Association may solicit, in conjunction with requests for dues, or at other times, bequests for a specific purpose or for the general support of the Association. Bequests and income therefrom not specifically designated for any purpose shall become a part of the permanent endowment fund as either a named scholarship or as part of the general endowment fund, unless an alternative use shall be approved by a 2/3 vote of the board of directors. Bequests made for a specific purpose shall be so recorded and reported, and used for the purposes designated by the donor so far as is possible unless doing so would violate public policy, regulations of the University, or the laws of the State of Colorado.

Section 3. Investments. The property, assets, and funds of the Club may be invested in support of the purposes of the Club in such financial instruments, real estate, or personal property as may be approved by the Board of Directors.

Section 4. Endowment. The Club shall maintain a permanent endowment fund, with principal use of the income generated therefrom to be the financial support, while an Accredited University, of those students recommended by the scholarship committee pursuant to Article VI, Section 2, subsection b.

Article VIII. Amendment, Restrictions, and Repeal.

Section 1. Amendments. These bylaws may be amended, repealed, or added to, and new bylaws not inconsistent with the purposes described in the Certificate of Incorporation or law may be adopted at any annual or special meeting of the members by the affirmative vote, in person or by proxy as herein provided, of a majority of the members entitled to vote, except as provided in Section 2 of this article. Any notice of a meeting of the members at which bylaws are to be amended, repealed, or added to, or new bylaws are to be adopted, shall include notice of such proposed action.

Section 2. Restrictions to Amendment. These bylaws shall not be altered or amended in such manner as to permit any member, officer, or employee of the Association to receive profit from the operations of this Association, except for reasonable compensation for services actually rendered to the Association in effecting one or more of its purposes, or to receive any part of the property or assets of the Association upon its dissolution or termination, or to permit any substantial part of the activities of the Association to consist of attempting to influence legislation, or of engaging in any political campaign for or against a candidate for public office.

Section 3. Repeal. Adoption of these bylaws on ________________________ ____, 2014 simultaneously repeals all previously adopted bylaws.

Certificate of Incorporation (Non-Stock Corporation)

We, the incorporators, certify that we hereby associate ourselves as a body politic and corporate under the Non-Stock Corporation Act of the State of Colorado.

1. The name of the corporation is The Alamosa Alumni Association and Education Foundation, Incorporated.

2. The nature of the activities to be conducted, or the purpose to be promoted or carried out by the corporation, shall be exclusively charitable and educational within the meaning of Section 501-c-3 of the Internal Revenue Code of 1954, as the same may be amended from time to time, and shall include the following:

To uphold and promote the welfare of Alamosa High School , of Alamosa, Colorado as an educational institution. a. By providing a medium through which Alumni of Alamosa High School and residents of the Community may contribute to the welfare of the Association and Alamosa High School:

b. By facilitating, initiating, and participating in programs and projects aimed at developing and maintaining mutual understanding among Alamosa High School, its Alumni and residents of the greater Community:

c. By participating in the raising of funds in order to establish scholarships or aid and loan funds for the benefit of students attending Alamosa High School, the sole responsibility for the final selection of the recipients of such scholarships or loans and the determination of the amounts awarded.

d. By participating in the raising of funds for the benefit of Alamosa High School and promoting the donation of gifts and endowments to the Alamosa Alumni Association and Foundation:

e. By encouraging the enrollment of qualified students in higher education venues:

f. By performing public relations work in behalf of the Alamosa High School: and

g. By facilitating, initiating, and participating in programs and projects aimed

at maintaining and fostering a continuing interest in and material and moral support for Alamosa High School on the part of its Alumni and residents of the Community.

3. The classes, rights, privileges, qualifications, obligations, and the manner of election or appointment of members are as follows:

The voting members of this corporation shall consist of the existing Regular Members of the Alamosa Alumni Association and Foundation, an unincorporated association, and thereafter such persons as may become Regular Members in accordance with the Bylaws of the association and who retain their membership in good standing according to the provisions of the Bylaws of the association. If at any time there shall be no members remaining, the association’s existence shall be terminated in accordance with law, and its property and assets distributed as provided for in the following Paragraph 7 of this Certificate. The Regular Members shall elect the Board of Directors as provided for in the Bylaws and shall have all of the rights, privileges, and obligations usually or by law accorded to the members of a non-stock, non-profit corporation and not reserved thereby or by the Bylaws to the Board of Directors of the corporation.

4. The association shall not have or issues shares of stock or pay dividends.

5. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Paragraph 2 hereof. No substantial part of the activities of the association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of this Certificate of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501-c-3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United State Internal Revenue Law), or (b) by a corporation, contributions to which are deductible under Section 170-c-2 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). This Certificate of Incorporation shall not be altered or amended in derogation of the foregoing provisions of this Article.

6. The Bylaws of the association may provide for the classification of Directors as to their term of office.

7. Upon the dissolution or termination of the existence of the association, all of its property and assets shall, after payment of lawful debts of the association and expenses of its dissolution or termination.

Dated at Alamosa, Colorado, this10th day of July 2015

State of Colorado, County of Alamosa

Signed: (organizing board)

Jerry Reed, Executive Director __________________________________________

Sophia Avila , Chairman ______________________________________________

Jennifer Alonso , Vice-Chairman ________________________________________

Drake Sisneros, Member __________________________________________

Mollie Benton, Member ___________________________________________

Darin Sisneros, Member __________________________________________

Bill Golsan , Member _____________________________________________

Shelbee Sims , Member ____________________________________________