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RANCHO HIGH SCHOOL ALUMNI ASSOCIATION

A NEVADA NON-PROFIT CORPORATION

ARTICLE I 

NAME AND LOCATION OF OFFICES

1.1 Name

The name of the corporation is RANCHO HIGH SCHOOL ALUMNI ASSOCIATION, INC., a Nevada non-profit corporation (hereinafter the "Association"). The Association may also use such similar names and related logos and marks as the Board of Directors of the Association may from time to time authorize.

1.2 Location

The principal offices of the Association shall be Rancho High School, 1900 E. Owens Avenue, North Las Vegas, Nevada 89030, and such other offices as the Board of Directors (hereinafter the "Board") may from time to time authorize. Meetings of the members of the Association and the Board may be held at such places within the State of Nevada , County of Clark as may be designated by the Board.

ARTICLE II 

PURPOSES OF ASSOCIATION

2.1 Purpose

The purposes of the Association shall be those set forth in its Articles of Incorporation, as well as those purposes contained in the mission statement and other resolutions which the Board may from time to time adopt in conformity therewith.

ARTICLE III

ASSOCIATION MEMBERSHIP

3.1 Members

The Association shall have the following classifications of members, and the requirements for each respective membership class shall be:

3.1.1 General Alumni Members

3.1.1.1 All graduates of Rancho High School (hereinafter "Rancho") who have successfully completed the requirements necessary to receive a diploma.

3.1.1.2 Any person who has successfully completed at least one semester at Rancho and who shall make written request for membership in the Association.

3.1.1.3 Any person, group of persons, or organization not otherwise eligible for membership who : (i) has demonstrated noteworthy interest in the well-being and improvement of Rancho or the Association by particular activities at Rancho, or in their community, State, or country, and (ii) is recommended for membership by the President of the Association or the Principal of Rancho and approved by two thirds of the Board at a board meeting.

3.1.2 Active Alumni Members

Any person who is a General Alumni Member of the Association and shall have paid the current Alumni dues, or ever paid the lifetime dues, prescribed therefor by the Board , shall also be an Active Alumni Member. Active Alumni Members shall be entitled to vote and to receive such other benefits as the Board may from time to time establish.

3.2 Friends of Rancho

Any person, group of persons, or organization not otherwise eligible for membership who wishes to receive all publications from and information about the Association may become a "Friend of Rancho" by paying the current dues prescribed therefor by the Board. Each Friend of Rancho shall be a non-voting associate of the Association, and shall receive such other benefits as the Board may from time to time establish.

ARTICLE IV 

MEETINGS OF MEMBERS

4.1 Annual Meetings

Annual meetings of the members of the Association may, at the Board's discretion, be held on the third Wednesday in April of each year beginning in 2004 at 6:30 p.m. at the principal office of the Association, or at such other place that the Board may provide by notice. At the annual meeting, all members of the Association shall receive the results of the current election of Directors by the Active Alumni Members, and the Active Alumni Members may transact any and all business. Notice of annual meetings is hereby dispensed with and these By-laws shall be deemed to be notice to all members of the Association of the time and place of such meeting, except as otherwise provided for above.

4.2 Special Meetings

Special meetings of the members of the Association may be called at any time and place by the President, or the Secretary, or by any three (3) Directors, or by Active Alumni Members holding at least ten percent (10%) of the voting power of the Association, giving at least ten (10) days written notice, addressed to each member, and mailed to him/her at his/her address as it appears on the books of the Association, or if the same does not so appear, then addressed to his/her last known address prior to such special meeting. The purpose of the meeting shall be stated in the notice. Personal service of written notice, facsimile written notice, e-mailed notice, or telephone oral notice, may be used in the place of written mailed notice.

4.3 Quorum at Special and/or Annual Meetings

Ten (10) Active Alumni Members present, or their proxies, shall constitute a quorum to conduct business at an Annual or Special Meeting. In the absence of a quorum, no business shall be transacted; other than to adjourn the meeting to another time for which other notice need not be given.

4.4 Voting

All members may attend any annual or special meetings of members, but only Active Alumni Members may vote and be counted for quorum purposes.

4.5 Proxies

Proxies may be used for voting at a Regular Meeting, Annual Meeting or Special Meeting, for quorum or any other purpose, including without limitation, the voting to elect the Board of Directors.

4.6 Majority Vote


Except as otherwise provided in the Articles or the By-laws, the vote of a majority of the Active Alumni Members, then present, at a duly noticed or held meeting at which a quorum was initially present shall be necessary for and sufficient to constitute the act of the members of the Association.

4.7 The vote upon any question shall be cast via voice, unless a majority of the voting power of those Active Alumni Members present shall determine by roll call vote that the same shall be by written ballot.

4.8 Order of Business at Meetings

The regular order of business at the Annual Meeting, and special order of business at any Special Meeting, shall be determined by the President, who shall preside at the meeting.

4.9 Procedures at Meetings

Parliamentary procedure at all meetings of the members shall be regulated by Roberts Rules of Order, unless otherwise provided in these By-laws or in the Articles.

ARTICLE V 

DIRECTORS AND THEIR ELECTION, MEETINGS AND DUTIES

5.1 The governing body of the Association shall be called Directors, and shall consist

of nine (9) elected Active Alumni Members. For the initial year only, there will be ten (10) elected Directors.

5.2 Compensation

No Director or Officer of the Association shall receive any compensation for any service he/she may render to the Association. However, any Director or Officer may be reimbursed for his/her actual expenses incurred in the performance of his/her duties as a Director or Officer.

5.3 Election of the Board of Directors

Election of the Board of Directors shall be staggered with one third (1/3) of the Directors being elected prior to each Annual Meeting. The Active Alumni Members shall elect the Directors in accordance with the By-laws and such additional election procedures as the Board may from time to time adopt. For the initial year only, ten (10) Directors will be elected. Four (4) of those Directors shall be elected for terms of one (1) year, three (3) of those Directors shall be elected for terms of two (2) years and three (3) of those Directors shall be elected for terms of three (3) years. Thereafter, each Director elected shall serve a term of three (3) years, and until the successor Director shall be elected and qualified.

5.3.1 Each annual Director election shall be conducted by written ballot of the Active Alumni Members. The three (3) qualified nominees (any Active Alumni Member) listed on the ballot who receive the highest total number of votes from all those Active Alumni Members present at the meeting will be elected and immediately assume their duties. Each Active Alumni Member can vote for up to three (3) of the nominees on the ballot, but may vote only once for any one nominee. In the event of a tie, the Election Committee (which shall consist of three (3) Active Alumni Members who are not Directors or up for election) will cast lots and certify the winner as duly elected.

5.3.2 Nomination and Election of Directors

Nomination for election to the Board shall be made by the Nominating Committee. Nominations may also be made from the floor at the Annual Meeting. The Nominating Committee shall consist of a chairperson who shall be a Member of the Board and two (2) or more Active Alumni Members of the Association. The Nominating Committee shall be appointed by the Board prior to each annual meeting of the members, to serve from the opening of such Annual Meeting until the close of such Annual Meeting and such appointment shall be announced at each Annual Meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall, in its discretion determine, but not less than the number of vacancies that are to be filled. Floor and other nominations may only be made by Active Alumni Members.

5.3.3 The Board's Nominating Committee shall and any Active Alumni Member may, submit to the Board written nominations of candidates for the Board election at least forty-five (45) days before each Annual Meeting. At least thirty (30) days before each Annual Meeting, the Association will distribute to its Active Alumni Members ballots listing all qualified nominees.

5.3.4 The ballots must be returned to the principal office of the Association or any other location designated by the Board, in person, by mail, or by facsimile prior to 4:00 p.m. on the date of the Annual Meeting. The Board members, who are not up for election, shall appoint an Election Committee to supervise count and certify the Director's election. The Election Committee shall consist of three (3) Active Alumni Members who are not Directors or up for election.

5.4 Appointment of Director

Should any Director cease to be an Active Alumni Member, or should any vacancy on the Board arise for any cause whatsoever, the office shall be declared vacant at the next meeting of the Board. At such meeting, the Board (by majority vote) shall have the discretion to appoint a new Director from those Active Alumni Members who are qualified to serve on the Board. Any such appointee shall serve for the unexpired term of the Director replaced.

5.5 In addition to the nine (9) elected Directors, each Past-President of the Association shall be a voting Director of the Board for the two (2) year period immediately following such term of Presidency.

5.6 In addition to the elected and Past-President Directors, the Board of Directors may from time to time appoint Ex-Officio Directors. The Principal of Rancho, the Student Body President of Rancho and the presidents of the freshman, sophomore, junior and senior classes of Rancho shall each automatically be Ex-Officio Members of the Board. Also, the Board may elect for one (1) year terms up to three (3) additional Ex-Officio Directors as the Board may from time to time determine to be appropriate, based upon that person's noteworthy interest in the well-being and improvement of Rancho, its students, or its Alumni, and that person's expressed willingness to serve on the Board. Ex-Officio Directors shall be entitled to attend and participate during Board meetings, but shall not have the right to vote.

5.7 Removal of Director for non-attendance

Directors are required to attend all regular Board Meetings, and are encouraged to attend as many Special Board Meetings and Association-sponsored events as their schedules permit. The minutes of each Board Meeting will show the accumulated number of absences for the current year next to the name of each Director. If any Director should fail, without good cause, to attend any three (3) regular Board Meetings in any one year period between Annual Meetings, the non-attending Director shall automatically be required to show good cause at the next regular Meeting why that Director should not be removed from the Board. The Board shall duly consider the reasons for the absences, the other Association work done by the non-attending Director, and the anticipated number of future regular Board Meeting absences by the Director along with such other factors as the Board determines to be appropriate under the circumstances. At the conclusion of the non-attending Director's effort to show good cause, the Board shall by majority vote (excluding the vote of the non-attending Director) determine whether to remove that Director. Each additional regular Board Meeting absence beyond the first three (3) by a non-attending Director during any such one year period shall automatically re-activate the foregoing show good cause procedure. If a Director knows in advance that he/she cannot attend a scheduled meeting he/she should contact the Secretary of the Association as soon as possible so that it may be determined whether a quorum will be available for the meeting.

5.8 Removal of Director for cause

In addition to removal for non-attendance, any Director may be removed for good cause as determined by the vote of two-thirds (2/3) of the Directors then present at a duly noticed or held meeting at which a quorum was initially present.

5.9 Regular Board Meetings

Regular Board Meetings shall be held at 6:00 p.m. on the second Monday of each month, except for July, when no meeting will be held. Meetings shall be held in the principal office of the Association, or at such other time or place that the Directors may from time to time designate. No regular Board Meeting notice shall be required unless the time or place changes. The agenda for each Regular Board Meeting will be given to each Director at least five (5) days prior to the meeting date.

5.10 Special Board Meetings

Special Board Meetings may be held at any time or place upon the call of the President or the Secretary, or by any three (3) Directors giving at least five (5) days notice of the time, place and purpose of the special meeting to each Director by mail (to the last known address) personal service, facsimile service, e-mail, or telephone. Any Director may waive notice, or any irregularity therein, by written waiver or attendance at the special meeting.

5.11 Authority of Board of Directors

The Board may act by written consent, via e-mail, facsimile or other written media rather than through meetings as authorized by these By-laws.

5.12 Open Board Meetings

All Board Meetings shall be open to all members, but attending members shall have no voice in the discussion or vote in the transaction of any business before the Board.

5.13 At any Board Meeting, a majority of the Directors present at the meeting shall constitute a quorum for the transaction of business. Directors present at a duly noticed or held Board Meeting at which a quorum was initially present may continue to conduct business until adjournment notwithstanding the subsequent withdrawal of sufficient Directors to constitute a quorum. In the absence of a quorum, no business shall be transacted, other than to adjourn the meeting to another time for which other notice need not be given.

5.14 If a Director cannot attend a Regular or Special Meeting, his or her proxy may be assigned to another Director who will be in attendance at the meeting. Said proxy shall have the same effect as if the absent Director were present and may be counted toward the quorum.

5.15 The following order of business shall be presided over by the President at any regular or special Board Meeting:

5.14.1 Call to order

5.14.2 Approval of minutes

5.14.3 Committee Reports

5.14.4 Old Business

5.14.5 New Business

5.14.6 Good of the Order

5.14.7 Member Comment

5.14.8 Adjournment

5.16 Authority of Board of Directors

Except as restricted by the Articles, the By-laws or by law, (i) the Board is invested with complete and unrestrained authority in the management of all of the affairs of the Association, and is authorized to exercise its entire corporate authority, and (ii) the vote of a majority of the Directors then present at a duly noticed or held meeting at which a quorum was initially present shall be necessary for and sufficient to constitute the act of the Board. The Board shall perform any and all duties imposed on them by the Articles, the by-laws or by law.

5.17 Procedures at Meetings

Parliamentary procedure at all Board Meetings shall be regulated by Roberts Rules of Order, unless otherwise provided in these by-laws or in the Articles.

ARTICLE VI

OFFICERS AND THEIR ELECTION, MEETINGS AND DUTIES

6.1 Enumeration of Officers

The Association Officers shall consist of a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer and all others shall serve as Directors of the Association and all shall serve without compensation, except as otherwise herein specified.

6.2 Election of Officers

The Officers shall be elected to their respective offices annually by the Board. The election will take place at the May meeting each year, beginning in May 2001. The election will be held by first taking nominations for each office in the order set forth above, and then voting on each such office in that same order. The vote shall be by a show of hands unless any Director requests a vote by written ballot. In such case, the President will appoint an election committee to provide, count and report on ballots in the manner provided for the election of Directors. A simple majority of the voting Directors is required for election. If there are more than two candidates for any office and none obtain a majority, the two with the largest number of votes will have a run off election. If there is a tie, the election committee will determine the winner by lot.

6.3 Special Appointment of Officer

Should any Officer cease to be a Director, or should any vacancy in any office arise for any cause whatsoever, the office shall be declared vacant at the next meeting of the Board, and at such meeting the President shall (after discussion with the other members of the Board) have the sole discretion to appoint a new Officer from the remaining Directors. Any such appointee shall serve for the unexpired term of the Officer replaced.

The duties of the Officers of the Association are as follows:

6.4 President

The President shall be the Chief Executive Officer of the Association with the power to supervise and direct the Association's affairs and to execute documents to the extent not specifically entrusted to some other Officer. The President shall (i) preside at all Annual Meetings of the members and at all meetings of the Board (ii) serve as a liaison to the Rancho High School Administration, and the Rancho High School Student Government, and (iii) meet directly with the Rancho High School Principal and others on behalf of the Association. The President shall also have the appointment and other powers provided in the By-laws and otherwise by law.

6.5 First Vice-President

The First Vice-President shall assume the duties of the President during the President's absence, including without limitation the duty to preside over meetings of the members or the Board of Directors and to represent the Association. In addition, the First Vice-President shall have the following primary duties: (i) oversee all standing committees, except for the Finance/Budget Committee.

6.6 Second Vice-President

The Second Vice-President shall assume the duties of the President during the President's absence if the First Vice-President shall also be absent. In addition, the Second Vice-President shall : (i) assist the President as liaison to the Rancho High School administration, and the Rancho High School student government, and any additional duties as may be assigned by the President.

6.7 Secretary

The Secretary shall keep and maintain the minutes of all membership and Board Meetings, a membership list, and all Association books and records, except for the financial books and records which are the responsibility of the Treasurer. The Secretary shall also provide any required notice of all membership and Board Meetings.

6.8 Treasurer

The Treasurer shall keep and maintain the financial books and records of the Association, see that proper tax returns and financial statements are prepared and filed and report on the Association's financial condition at all meetings of the members, Board and Executive Committee. In addition, the Treasurer shall oversee the Finance/Budget Committee.

6.9 Resignation

Any Director or Officer may resign at any time, by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or any later time specified therein and unless otherwise specified therein, the acceptance of the resignation shall not be necessary to make it effective.

ARTICLE VII 

COMMITTEES AND THEIR APPOINTMENT, MEETINGS AND DUTIES

7.1 Creation of Committees

The Board shall designate such committees with such duties as the Board may from time to time determine to be appropriate to carry out the purposes of the Association. Committees may either be standing, or ad hoc (specifically limited rather than ongoing purpose). A list of the current standing and ad hoc committees with their general responsibilities and members is attached as Exhibit "1", and shall from time to time be updated based on the actions of the Board.

7.2 Each Committee shall be chaired by one or more Directors as the Board may determine, and shall have as many other Directors, members and other persons as the Board and Chairpersons may determine. Each Director should serve on at least one committee. Each committee will meet at such times and places as its Chairperson may call, and will report all of its actions to the Board for ratification.

 

7.3 Authorization of Committees

 

Each committee shall be authorized by the Board to act on such matters as the Board may from time to time determine. For convenience and clarity in granting Board authorizations to committees, the authorizing Board resolution shall specify whether the authority granted for that specific matter is investigatory (study specified item and report back to Board with recommendation) or action (proceed with specified item including expenditures within specified parameters). Action authorizations containing expenditures must comply with the rules governing expenditures, as prescribed by the Board.

ARTICLE VIII 

FINANCIAL MATTERS

8.1 The Association shall raise revenues from membership dues and such other sources as the Board may from time to time determine to be appropriate. The current membership dues structure is attached as Exhibit "2", and shall from time to time be amended based on the actions of the Board.

8.2 All Association revenues shall be deposited into such Association accounts as may from time to time be maintained by the Board under dual signature control of such Officers as the Executive Board may from time to time determine. All Association funds shall be held in accordance with the policies as approved or amended by the Board.

8.3 Disbursement of Association Funds

Association funds shall be disbursed only for Association purposes in accordance with the current annual budget approved by the Board at a meeting.

8.4 Annual Budget

The Association may adopt an annual budget for each fiscal year of operation. Each May prior to the Regular Board Meeting, the Budget/Finance Committee shall submit to the Board a proposed annual budget for the following fiscal year. If a budget is established, at the May Board Meeting, the Board shall review the proposed Annual Budget and adopt it with such modifications, if any, as the Board may determine to be appropriate. The Chairman of each committee shall submit that committee's proposed budget for the following fiscal year to the Finance/Budget Committee by the April Board Meeting of the prior year.

ARTICLE IX 

AMENDMENT TO BY-LAWS

9.1 Amendment of By-Laws

The By-laws may be amended by the vote of three fourths (3/4) of the Directors then present at a duly noticed or held regular or Special Board Meeting at which a quorum was initially present; provided that a copy of the proposed amendments shall be given to each Director thirty (30) days prior to such Meeting.

THE FOREGOING BY-LAWS WERE DULY READ, CONSIDERED DISCUSSED, AND APPROVED BY AT LEAST THREE QUARTERS (3/4) OF THE BOARD OF DIRECTORS AT A MEETING DULY HELD ON THE ______DAY OF ____________, 2004.

IN WITNESS WHEREOF, the President and Secretary of the Association have subscribed this instrument on the day and year above written.

RANCHO HIGH SCHOOL ALUMNI ASSOCIATION, INC.

By: ______________________________ By:_______________________________

President Secretary

Exhibit 1

Alumni Committees

Academic Improvement Committee

Fund-raising Committee

Public Relations/Marketing Committee

Homecoming Activities Committee

Scholarship Committee

Career Opportunity Committee

Membership Recruitment Committee

Budget/Finance Committee

Nominating Committee

Exhibit 2

Alumni Dues Structure

(Yearly)

General Alumni Members: $0

Active Alumni Members: $25 per fiscal year

Friends of Rancho: $25 per fiscal year

Lifetime Dues: $250



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