BY-LAWS of the
GENERAL H.H. ARNOLD HIGH SCHOOL
ALUMNI ASSOCIATION

Article 1: Identity
Section A: Name.  This organization shall be known as the General H.H. Arnold High School Alumni Association, Wiesbaden, Germany (the Association).

Section B: Domicile.  The Association will maintain its principle place of operations in Florida (old wording: Colorado.) The domicile may be changed by a majority vote of the Board of Directors.

Article 2: Purpose
Section A: Purpose.  The purpose of the Association shall be threefold (old wording: twofold;) to promote a spirit of alumni unity and camaraderie through communication and reunions among alumni; location of alumni and acquisition and maintenance of school memorabilia; and to support the high school primarily through the award of scholarships.

Article 3: Membership
Section A: Eligibility.  Any individual who attended (whether graduated or not) the high school, who taught at the high school, or who has significantly assisted the Association is eligible to become a member of the Association.

Section B: Membership.  Eligible individuals become members of the Association by submitting an application for membership accompanied by the annual dues payment.  The term of annual membership runs from January 1st through December 31st of each year, the Association’s fiscal year.  Dues will not be prorated.

Section C: Termination.  Membership in the Association will terminate upon failure to pay annual dues.

Article 4: Officers
Section A: Officers.  The officers of the Association shall be the President, Vice President, Treasurer and Secretary.

Section B: Elections.  The officers shall be elected by a majority vote of the members returning election ballots.  There are no limits on the number of times an individual may seek election to any office.  No elected officer may serve simultaneously as a Director.

Section C: Term of Office.  The term of office for each officer shall be two years.  The term of office shall begin on the first day of September and run through the last day of August two years later.

Section D: Powers.  The officers are vested with the powers appropriate to their elected office to accomplish the tasks necessary for the successful, day-to-day operations of the Association. The President shall be the chief operating officer of the Association, shall make all decisions concerning Association day-to-day operations and shall direct the activities of the Vice President, the Treasurer, the Secretary and various committee members.

The Vice President shall assist the President, perform the duties of  the President if the President is incapacitated and oversee the activities of the Class Representatives.

The Treasurer shall be responsible for the financial operations of the Association.

The Secretary shall be custodian of the Association's business records including the President's Program budget Plan and Financial Review, Committee annual reports, and documents produced by the Association Officers and the Board of Directors.

Section E: Resignation.  Any officer may resign by tendering a letter of resignation to the Chairman of the Board of Directors.

Section F: Removal from Office.  Any officer who fails to perform the duties of the office to which the individual has been elected may be removed from the office by a two-thirds vote of the Board of Directors.

Section G: Vacancies.  If the President resigns or is removed from office, the Vice President will assume the Presidency for the balance of the existing term.  If the Vice President, Treasurer or the Secretary resign or are removed from office, the President will nominate to the Board of Directors this individual to fill the vacant office for the balance of the existing term.  And this individual will enter the office upon a majority vote of the Board of Directors.

Article 5: Board of Directors
Section A: Board of Directors.  The Board of Directors of the Association shall consist of eight directors.  Three directors are designated directors and are non-voting members of the Board of Directors.  These three designated directors are the Immediate Past President of the Association, the  Newsletter Editor and the Registry Data Base Manager.  The remaining five directors shall be elected by a majority vote of the membership and shall be the voting directors of the Association.

Section B: Elections. Five directors shall be elected by a majority vote of the members returning election ballots.  There are no limits on the number of times an individual may seek election to the Board of Directors. No director may serve simultaneously as an elected officer.  Two directors shall be elected from each half of the alumni spectrum starting in 1948 and ending at last graduating class, and one member of the Board of Directors shall be elected from the faculty.

Section C: Term of Office.  The term of office of each director shall be three years.  The term of office shall begin on the first day of September and run through the last day of August three years later.  The terms of the directors will be staggered so that one third of the directors are elected each year.

Section D: Chairman of the Board of Directors.  Upon the beginning of each new term of the Board of Directors in September, the directors shall elect a chairman by majority vote of the serving directors.   The current Chairman may continue in this office yearly with a 3/4 majority vote of the acting board.

Section E: Powers.  The directors are vested with the powers appropriate to oversee and approve the actions of the Officers of the Association.  The Board of Directors will develop and approve a charter detailing the various powers of the Board, the Board’s method of operations and describing its decision making process.

Section F: Operations.  The Board of Directors shall conduct business at least twice a year; in the Fall to review and approve the President’s proposed Program Budget Plan and in the Spring to review and approve the President’s Budget Review.  The chairman may conduct business at other times as circumstances require.  Because of the geographical dispersion of directors, business will normally be conducted by email, regular mail or by conference call.

Section G: Resignation.  Any director may resign by tendering a letter of resignation to the Chairman of the Board of Directors.

Section H: Removal from Office.  Any director who fails to perform the duties of the office of director may be removed as a director by a two-thirds vote of the remaining members of the Board of Directors.

Section I: Vacancies.  If any director resigns or is removed from office, the President of the Association will nominate an individual to fill the vacant director position to the Board of Directors and this individual will become a director upon a majority vote of the Board of Directors.

Article 6 Committees
Section A: Standing Committees.  The Association will have the following permanent standing committees: Scholarship, Nominating/Elections, Locator, History, Reunion and Publications.  Each of these committees will have a charter detailing objectives, membership, scope of operations and procedures.  The Board of Directors shall approve the charters and all proposed charter changes and appoint committee chairmen and committee members.

Section B: Ad Hoc Committees.  The Board of Directors may establish Ad Hoc Committees as deemed necessary.  The charters of these Ad Hoc Committees will be approved by the Board of Directors and the Board of Directors will appoint all committee chairmen and committee members.

Section C: Committee Control.  The President, as the Association's chief operating officer, will direct and control the activities of the various Standing and Ad Hoc Committees.

Section D: Committee Oversight.  The Board of Directors will exercise oversight of the various Standing and Ad Hoc Committees through the review process of the President’s proposed Program Budget Plan and Financial Review.  The Board of Directors may direct the President to restructure any portion of either of these two plans to which the Board objects.  This mechanism allows the Board of Directors to control the operations and budgets of all Association committees.

Article 7: Class Representatives
Section A: Status.  Members interested in serving as representatives of their class will notify the Vice President.  The number of representatives per class will normally be one but class size and distribution may necessitate two or more representatives.

Section B: Role.  The role of the Class Representatives shall be to promote communications between the various directors, officers and committee members and the members of their respective classes.  Class representatives shall correspond directly with all found members of their class at least once a year.

Section C: Oversight.  The Vice President shall oversee the Class Representatives and be their principle point of contact for Association activities.  The  Vice President shall be active in searching for Representatives for classes which have no active help; be liaison between all Class Representatives and the Board of Directors; contact each Class Representative at least twice a year to encourage proactivity regarding search for "lost" alumni, yearly newsletters to classmates in the directory, and sharing classmate information with the newsletter editor; update the Database Director on Class Representatives' names and addresses; and update the E-mail Director on E-mail Representatives' names and addresses."  However, Class Representatives should have frequent contact directly with the Publications Committee (Newsletter), the Locator Committee (finding missing individuals and keeping the registry data base up to date) and individuals arranging scholarships, reunions or other Association activities.

Article 8: Association Operations
Section A: Scholarship.  The Association will solicit special contributions to fund scholarship(s) for deserving graduating students of the high school.  A scholarship will be awarded each time the fund reaches five hundred dollars ($500.00).  The Scholarship Committee will develop guidelines for the award of scholarship(s) and will work with high school officials to determine the method for actually awarding scholarship(s).  Operating procedures for the award of scholarship(s) will be developed by the Scholarship Committee and approved by the Board of Directors.

Section B: Nominating/Elections.  The Board of Directors will appoint a Nominating/Elections Committee to serve for a two year term.  (Delete this sentence: The term of office for one half of the committee shall expire each year.)  It will be the responsibility of the committee to present to the Association through the Winter/Spring newsletter a single slate of (1) nominees for officers and (2) nominees for members of the Board of Directors.  The committee will verify the results of the returned ballots and announce the results in the Summer/Fall newsletter.

Section C: Registry(change all references of Registry to DataBase).  The Association will maintain a DataBase of all alumni, teacher, and associates of the high school.  This DataBase will include, as a minimum, the names, addresses, telephone numbers and membership status.  The Association will also publish annually a directory containing a subset of the information in the registry; this directory will be sent to all Association members.  Operating procedures for the DataBase, addressing confidentiality of data, use of data for advertising purposes, and requirements of the directory, will be developed by the Data Base Manager, and approved by the Board of Directors.

Section D: Locator.  The Association will actively seek missing alumni, teachers and associates through a variety of means, and will assist individual members seeking to do this also by whatever means available to the Association.  Procedures for searching for missing individuals will be developed by the Locator Committee and approved by the Board of Directors.

Section E: Newsletter.  The Association will publish a newsletter at least twice a year with information provided directly by members, Class Representatives, Officers, by Directors or Committee Members.  The newsletter will be mailed to all Association members.  One complimentary newsletter will be sent to all newly located eligible individuals.  Operating procedures for the Newsletter will be developed by the Publications Committee and approved by the Board of Directors.

Section F: History.  The Board of Directors shall appoint an historian to maintain archives of both school and Association memorabilia to include but not limited to: yearbooks, commencement programs, school newsletters, Association newsletters, Association directories and reunion memorabilia. Duties of the Historian include: keeper of Association archives, including all memorabilia, and proactive searching for said memorabilia; Director of the Yearbook Reproduction Project and focal point for selling Reproductions; liaison between the Association/Board of Directors and the American Overseas Historical Society; point of contact for research questions from students currently at the school or any other interested individuals.

Section G: Reunions.  The Association will from time to time host an all-year reunion to which all class years will be invited.  The President will propose such an all-year reunion in the annual Program Budget Plan and the proposed reunion will be approved by the Board of Directors.  Once approved, the entire registry, not just Association members, will be notified of the reunion.  Attendance at reunions is open to all people in the registry, not just Association members, but the Board of Directors may establish price differentials between member and non-member reunion costs.  The President may establish an Ad Hoc Committee to plan and execute an approved all-year reunion.  Further, the Association will assist individual Association members who organize mini-reunions for select groups of class years, for selected geographic areas or for Association members only.  As a minimum, newsletter publicity and locator assistance shall be provided by the Association.

Section H: Memorabilia.  The Association shall, to the degree practical, collect, maintain and sell memorabilia to Association members.  If possible, the Association will obtain the copyright to all memorabilia it controls and sells.  The President may establish an Ad Hoc Committee to handle memorabilia.  The President will develop procedures for the control and sale of memorabilia and these procedures will be approved by the Board of Directors.

Section I: Online Operations:
EMAIL DIRECTOR POSITION:
"On-Line E-mail Director: The On-Line E-mail Director will organize and  actively search for E-mail Representatives for each specific graduated  year; receive all new and changed e-mail addresses from Alumni, sort  these addresses, and pass them on to the DataBase Manager and the respective Class/E-mail on-line representatives; maintain pages for class years which have no online E-mail Representative; and create and enforce rules and regulations for maintenance of on-line E-mail Directory Pages linked to the Association's Main Home Page.  This position is appointed by the President with the approval of the WebMaster."

WEBMASTER POSTION:
"Webmaster: The Webmaster is responsible for supporting the Association's website and managing the site's evolution and well-being, as well as the more traditional HTML and other technical work; working with the elected Officers and Board of Directors to ensure website consistency and timeliness; and finding tools to help in website development and maintenance.  This position is appointed by the President."

Article 9: Fiscal Policy
Section A: Fiscal year.  The fiscal year of the Association shall be from January 1 through December 31 of each year.

Section B: Dues.  The Association shall collect dues from each eligible individual as a requirement for membership. The President shall propose a level of dues annually which shall be approved by a majority vote of the Board of Directors.  Dues are due in January of each year and are considered delinquent if not paid by March 1st.  Failure to pay the annual dues will terminate membership in the Association.

Section C: Allocation.  All dues will be deposited in a general fund account and may be used to pay any or all expenses incurred by the Association.  Conversely, contributions received by the Association for scholarships, while they may be deposited in the general fund account, shall be appropriated and used only to fund scholarship(s).

Section D: Compensation.  Officers, directors, Committee Members and Class Representatives shall receive no compensation for their services.  Compensation for expenses will be made only if the expenditures were contained in the President’s Program Budget Plan and approved by the Board of Directors.

Section E: Control.  All checks, drafts, loans or other orders for payment of money, notes, and other evidence of indebtedness issued in the name of the Association shall be signed by the Treasurer.  If the Treasurer is unavailable, the President may sign in the Treasurer’s place.  If at any time the amount of any of the above instruments is greater than $5,000.00,  both the President and Treasurer shall sign the instrument.

Section F: Audit.  After the various financial records have been closed at the end of the fiscal year, the Treasurer shall obtain an audit of these records.  Upon completion of the audit, these records along with the record of the audit will be included in the President’s Financial Review, which is transmitted to the Board of Directors.  After the Board of Directors has reviewed and approved the Financial Review report, it will be provided to the Association members either in the Newsletter or by other appropriate means.

Article 10: Elections
Section A: Timing.  The Association will hold elections every year for one third of the Association directors and every other year for Association Officers.  Only current members of the Association are eligible to stand for election.

Section B: Management.  The elections will be planned and executed by the Nominating/Elections Committee.  Operating procedures for the Election Committee will be developed by the Elections Committee and approved by the Board of Directors.

Section C: Election of Directors. In order to insure equal representation to all class years, class years shall be divided into two halves and two directors shall be elected from each half.  Hence, two directors shall come from class years 1948 to the midway point and the other two from the midway point to the last graduating class.  Additionally, a director shall be elected from current or former faculty members to represent their interests to the Association.

Article 11: Reports
Section A: Requirements.  The President will produce a Program Budget Plan and a Financial Review Report each year.  The Board of Directors will document their activities in an annual report due in February.  Finally, the various Standing and Ad Hoc Committees will detail their activities in an annual report due in January.

Section B: Program Budget Plan.  The President will provide a Program Budget Plan to the Chairman of the Board of Directors by November 1st of each year.  The plan will briefly state the expected level of revenue for the coming year and each activity to be undertaken in the coming year and its associated projected cost, e.g., Newsletter, 2 per year, $1000.00 production and distribution costs.  The Board will have until December 15th to review and approve the plan.  The President may restructure and resubmit items which the Board did not approve.  If the Board fails to act on the plan by December 15, the plan is deemed disapproved.

Section C: Financial Review.  The President will submit a brief Financial Review document to the Chairman of the Board of Directors by March 15th of each year.  The report will include initial and final balance sheets and other necessary financial reports that detail the preceding fiscal year and the audit conducted on the them.  The President will also recommend the level of dues for the succeeding fiscal year.  The Board will review this submission, approve or reject any recommended dues changes and provide to the President any proposals for strengthening the fiscal operations of the Association.  After the Board of Directors has approved the Financial Review, it shall be published in the next issue of the newsletter or distributed to members by other means.

Article 12: General Provision
Section A: Contracts.  The President shall propose and the Board of Directors shall approve a policy detailing which Officer(s), or agent(s) shall be authorized to enter into any contract or execute any instrument in the name of the Association.  All contracts shall require the signature of at least one Association Officer and the Chairman of the Board of Directors.

Section B: Indemnification.  In discharging their duties, the Directors, Officers, and various Committee Members of the Association shall be indemnified by the Association for judgements and fines (whether civil, criminal, administrative or investigative) for any of the above enumerated matters, as well as reasonable expenses for each, including attorney’s fees actually and necessarily incurred as a result of such action or proceeding, if such Director, Officer or Committee Member acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the Association, but had no reasonable cause to believe that his or her conduct was unlawful.

Section C: Gifts.  The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or device for the general purpose of or for any special purpose of the Association.

Article 13: Existence
Section A: Implementation.  These By-Laws will be implemented on January 1st of the year following their approval.  These by-laws shall be approved by a majority vote of the members returning ballots.

Section B: Amendment.  The Board of Directors shall set the policy for amending these By-Laws and shall send amendments that they approved to the members for final approval.  These By-Laws may be amended or repealed by a majority vote of the members returning ballots.

Article 14: Dissolution
Section A: Approval.  The Board of Directors must approve a motion to dissolve the Association by a three-fourths majority vote and then send the approved motion to the membership for ratification.  Dissolution will be approved if three-fourths of the members returning ballots vote in favor of the motion.

Section B: Implementation.  Once dissolution has been approved, all liabilities and obligations of the Association will be discharged or adequate provision to discharge them will be made.  Any remaining assets will be distributed to any Association or Associations that the Board of Directors determines to be consistent with the Association’s purpose as set forth in Article 21 above and with applicable provisons of law.