Bylaws

ARTICLE I - NAME

The name of the organization shall be Northwestern Lehigh Alumni Association (hereinafter referred to as the “Association”).

The purpose of the Association is to bring together all interested alumni and friends of Northwestern Lehigh School to promote the best interests of the school and the NWL Education Foundation by fostering camaraderie and involvement. The association shall also serve as a means to promote information, interaction and continued support of the NWL alumni community through various activities and events.

There shall be four classes of membership in the Association. Membership dues will be established by the Board of Directors on an annual basis.

1. CHARTER: Automatically extended to all individuals who actively participated in the formation of the Alumni Association prior to the adoption of these bylaws and who have paid charter membership dues as established by the Board of Directors. Charter Members hold the status of Regular Members.

2. REGULAR: Limited to alumni of the Northwestern Lehigh Schools.

3. ASSOCIATE: Includes non-alumni (staff, parents of students, past and present students and other friends of the School District).

4. LIFETIME: Regular or associates members may obtain a lifetime membership in the organization by paying a one-time fee as established by the Board of Directors.

Members who do not renew their membership will be placed in an INACTIVE STATUS after 90 days.

SECTION 1 – Powers and Duties: All corporate powers of the Association shall be exercised by or under the authority of the Board of Directors.

SECTION 2 – Number of Directors: The Board of Directors of the Association shall consist of eleven (11) Directors and the Immediate Past President of the Association. The Immediate Past President will be a non-voting member.

SECTION 3 – Manner of Selection and Term: Initially, the Board of Directors will be drawn from the Charter Members. Four (4) randomly selected Board Members shall serve an initial term of three (3) years, four (4) randomly selected Board Members who shall serve an initial term of two (2) years, and three (3) randomly selected Board Members shall serve an initial term of one (1) year. The terms are staggered to establish an election of Board members on an annual basis. Thereafter, Directors will be chosen via election of the membership and shall serve a term of three (3) years each.

SECTION 4 – Vacancies: Except as otherwise stated in these by-laws, any vacancy occurring among the members of the board of directors shall be filled by a majority vote of the directors then in office. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor.

SECTION 5 – Quorum: A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the board. Directors may not vote by proxy.

SECTION 6 – Compensation: No director shall receive, directly or indirectly, any compensation for his/her services as director.

SECTION 7 – Vacancy on Board When Member Fails to Attend Meetings: The Executive Committee can recommend without prejudice to the Board and declare a seat vacant, if a Board Member’s attendance at Board and committee meetings is not meeting the standards set forth by the Association If any Association board member shall neglect or refuse to attend three (3) successive regular meetings of the Board, unless detained by sickness, the remaining board members may, by majority vote, declare the seat vacant and proceed to fill it in accordance with the by-laws.

SECTION 1 – Number and Qualifications: The officers of the Association shall consist of a president, vice-president, a secretary, a treasurer, and such other officers as the board of directors may from time to time appoint.

SECTION 2 – Election and Term of Office: The Officers of the Association, shall be elected annually by the board of directors immediately following the election of directors, at the annual meeting. Vacancies may be filled at any meeting of the board of directors. Each officer shall hold office for two years and until a successor shall have been duly elected and qualified.

SECTION 3 – President: Subject to the control of the board of directors, the president shall have general supervision of the affairs of the association. The president shall preside at all meetings of the board of directors, and shall have such other duties as may be prescribed by the board The president shall serve as an ex-officio member of all committees, with the exception of the nominating committee.

SECTION 4 – Vice-President: In the absence of the president, the vice president shall perform the duties of the president. The vice president shall have such other powers and duties as may be assigned by the board.

SECTION 5 – Secretary: The secretary shall be responsible for the minutes of all meetings of the board of directors. The secretary shall perform such additional duties as shall be assigned by the board.

SECTION 6 – Treasurer: The treasurer shall be responsible for the accounting of all monies for the Association, including depositing and investing them in accordance with the policy adopted. The treasurer shall have such additional powers and duties as may be assigned by the board. The treasurer may be bonded, at the expense of the Association, at the discretion of the board of directors.

SECTION 1 – Committees: Except as otherwise stated in these by-laws, committees will be formed by consensus and the chair will be elected by the committee members. The president may appoint the members and designate the chair of standing and other committees as necessary. Committees shall serve at the pleasure of the board under such rules and regulations as the board may approve; committee members may include persons who are not members of the board, but the chairperson of any committee must be a member of the board. All action taken by committees shall be subject to ratification by the board.

SECTION 2 – Executive Committee: There shall be an executive committee composed of the officers, immediate past president and selected Board Members of the Association. The executive committee or appointed representatives shall be charged with the development and presentation of the annual budget to the full board of directors. All action taken by the executive committee shall be subject to ratification by the board.

SECTION 3 – Standing Committees: Standing committees shall include at least the following: Nominating, Membership, Communications and Events.

SECTION 4 – Other Committees: The board may create additional committees as needed.

SECTION 1 – Annual Meeting: The annual meeting of the board of directors shall be held in the month of June at such time, date, and place as the board of directors shall determine.

SECTION 2 – Regular Meetings: Regular meetings will be held six (6) times per year. In addition to the annual meeting, regular meetings of the board of directors shall be at such time, date, and place, as the board of directors shall determine.

SECTION 3 – Executive Committee Meetings: Executive committee meetings will be held at the call of the President or any two officers to conduct the affairs of the Association between meetings of the board.

SECTION 4 – Committee Meetings: Committee meetings will be held as necessary at the determination of the chair of the committee.

SECTION 5 – Notice of Meetings:

a) Notice of the Annual Meeting: This shall be given to the directors not more than thirty (30) days, nor less than ten (10) days before the meeting.

b) Notice of Regular Meetings: This shall be given to all the directors a minimum of seven (7) days prior to the meeting.

c) Waiver of Notice: The notice requirements contained in these by-laws may be waived in writing by any director. All waivers shall be made part of the minutes of the meeting.

d) Action in Lieu of a Meeting: Any board action required or permitted to be taken by the board may be taken without a meeting, if two-thirds (2/3) of all members of the board shall consent to such action in writing or electronic polling. Such written consent shall be made a part of the minutes of the proceedings. Such action by written consent shall have the same force and effect as the same vote of the directors at a duly convened meeting.

SECTION 6 – Special Meetings: Special meetings will be held at the request of the president or any two directors whenever there is business that must be acted upon before the next regularly scheduled meeting. Notice of special meetings shall be given to the board of directors no less than three (3) days before the meeting. All other requirements of regular meetings shall be in effect for special meetings. No business may be transacted at a special meeting that was not contained in the notice of such meeting.

SECTION 1 – Fiscal year: The fiscal year shall begin July 1 and shall end on June 30.

SECTION 2 – Rules: Robert’s Rules of Order (in its most recent edition at the date of its use) shall be the parliamentary authority for all matters of procedure not specifically covered by these by-laws or by other specific rules of procedure adopted by the directors of the Foundation. In the event of conflict with the Board, the Board decision shall, in all cases, prevail.

SECTION 3 – Amendments: These by-laws may be amended by the affirmative vote of two-thirds (2/3) of the directors of the Association. No action shall be taken to amend any by-laws unless written notice of the proposed amendment(s) shall have been given at least ten (10) days prior to the meeting. Any amendment is subject to ratification by a two-thirds (2/3) majority vote of the directors of the Association.

SECTION 4 – Dissolution: The Association may be dissolved at any time by a two-thirds (2/3) majority vote of the directors of the Association in accordance with such procedures as they shall from time to time adopt.