By-Laws
for the
Onaway Area Schools Alumni Association
(O.A.S.A.A.)
ARTICLE I-NAME
This organization shall be known as the Onaway Area Schools Alumni Association (O.A.S.A.A.)
ARTICLE II-ORGANIZATION
Principal Office. This organization is a not-for-profit Michigan corporation whose principal office shall be in Presque Isle County in the State of Michigan.
ARTICLE III-MISSION/PURPOSE
The purpose of this organization shall be to celebrate and support the Onaway Area Schools.
ARTICLE IV-MEMBERSHIP
Section 1. Membership. Applicants for membership of the OASAA shall make application using such forms as may be prepared and are available for the purpose, and shall pay an annual membership fee as established by the Board. Such applicants may consist of people who at some time attended a public school within the present Onaway School District.
Section 2. Annual Meeting. The annual meeting of the members of the Corporation shall be held each year within the State of Michigan at such time and place as may be determined by the Board of Directors. At the annual meeting, the directors for the ensuing year shall be elected, the officers of the Corporation shall present their annual reports, and all such other business as may properly be brought before the meeting shall be transacted.
The Secretary of the Corporation will provide notice of the annual meeting to each member of the Corporation entitled to vote using address information as it appears in the records of the Corporation. This notice will state the place, day, and hour of the annual meeting and will be issued at least twenty (20) calendar days before the date of said meeting.
Section 3. Waiver of Notice. Notice of any members’ meeting may be waived in writing by any member if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof. Attendance at any meeting in person shall constitute a waiver of notice of such meeting.
Section 4. Proxy voting. Provision will be made by the Board for absentee voting for members unable to attend the annual meeting.
Section 5. Action by Consent in Lieu of a Meeting. Action may be taken in lieu of a meeting if prior to such action written consent is given by two-thirds of the Board and such consent is filed with the Board minutes of the subsequent meeting.
Section 6. Voting. At each meeting, voting members as set forth in the Articles of Incorporation shall have the right to vote.
Section 7. Voting List. The Secretary of the Corporation shall keep a list of the Board members and make their actions available to any member at any reasonable time.
Section 8. Rights and Liabilities of Members. The members shall not be liable for the debts and obligations of the Corporation except their own dues.
ARTICLE V-DIRECTORS
Section 1. Appointment. The officers and directors of the O.A.S.A.A. shall be appointed by the annual meeting of the members. All individuals considered for an office shall be members in good standing.
Section 2. Number of Directors. The property and business of the Corporation shall be managed by the Board of Directors, which shall consist of no less than nine (9) persons. Each director shall be elected to a term of three years.
Section 3. Vacancies. Any director may resign his office at any time by delivering notice in writing to the Corporation. Board acceptance shall not be necessary to make such resignation effective. Vacancies other than normal term expiration shall be filled by a vote of the Board of Directors. Such new members shall serve until the next annual meeting, when they may run for election by the membership to complete the term.
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held at least four (4) times each year, with one meeting immediately following the annual meeting.
Section 5. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President or Secretary of the Corporation or by a majority of the members of the Board. The Secretary shall give notice of special meetings to each director by such means that have been agreed to by the directors in advance, stating the date, place, and purpose of the holding of such meeting. Such notice must be given at least five (5) calendar days before the date of such meeting. Notice may be waived by consensus of all the directors who plan to attend such a meeting.
Section 6. Voting. At each meeting of the members only, voting members as set forth in the Articles of Incorporation shall have the right to vote, and such members shall possess full voting rights.
Section 7. Quorum. A majority of the actual Board of Directors shall be necessary to constitute a quorum for transactions of any business, and the act of the majority of the directors present at a meeting where a quorum is present shall be the act of the Board unless a greater number is required by the Michigan Not-For-Profit Corporation Act 162.
Section 8. Compensation. Members of the Board of Directors shall serve without compensation, but any director may be reimbursed for out-of-pocket expenses incurred by that director.
Section 9. Electronic Conference Meetings. Meetings of the Board of Directors or committees of the board may take place by way of electronic communication wherever all members participating in the meeting are able to effectively and verbally communicate with each other.
Section 10. Indemnification. The Corporation shall save, defend, and hold its officers and directors harmless from all claims, losses, damages, and expenses of litigation resulting from the performance of their duties, provide that such officers’ or directors’ actions were not intentional or from the result of willful misconduct.
Section 11. Removal. Any elected director may be removed from office with or without cause by a vote of a two-thirds (2/3) majority of the voting members of the Corporation.
Section 12. Insurance. The Board of Directors in their sole discretion may assure that Officer and Director liability insurance for their errors and omissions as well a public liability insurance and other form of insurance deemed necessary are secured.
Section 13. Additional Duties. In addition to the duties outlined above, it shall be the duty of the Board of Directors to arrange for any special meetings of the Corporation, to engage necessary workers for the same, to approve budgets of auxiliary committees, to make recommendations to the membership, and to delegate as it sees fit its authority to carry out any of the above outlined duties.
ARTICLE VI-OFFICERS
Section 1. Officers. The officers of the Corporation shall consist of a President, Vice President, a Treasurer, and a Secretary, all of whom shall be elected from the Board of Directors by that body at the first meeting following the annual meeting. These officers shall hold their office until the next annual meeting.
Section 2. Compensation. Officers of the Board of Directors shall serve without compensation, but any director may be reimbursed for out-of-pocket expenses incurred by that officer.
Section 3. Duties. The President shall preside at all meetings of the members and the Board of Directors. The Secretary shall keep or cause to be kept a full, true and complete record of all meetings of the members and of the Board of Directors and shall have charge of the minute book of the Corporation and all other books and documents. The Secretary shall perform such other duties as may be required by the Board or the president. The Treasurer shall keep or cause to be kept correct and accurate books of account and shall also deposit or see to the deposit of the funds of the Corporation in a depository to be approved by the Board of Directors. The Treasurer shall perform such other duties as may be required by the Board or the president.
ARTICLE VII-FISCAL YEAR
The fiscal year of the Corporation shall be June 30 to July 1.
ARTICLE VIII-FUNDS
Section 1. Depository. The funds of the Corporation shall be deposited in a depository or depositories to be selected by the Board of Directors of the Corporation.
Section 2. Withdrawal of funds. The funds of the Corporation may be withdrawn and disbursed by consent and signature of any two (2) Board officers.
Section 3. Deposits. All funds of the Corporation shall be periodically deposited to the credit of the Corporation in such bands, trust companies, saving and loan associations or other depositories as the Board of Directors may select, or otherwise invested in such real or personal property, money market funds, instruments, securities, mutual funds, or other forms of investment as the Board of Directors may periodically select within the limitations established by the investment policies of the Corporation.
ARTICLE IX-AMENDMENTS
These by-laws may be amended at any regular or special meeting of the Board called for that purpose by a two-thirds (2/3) majority of the directors.
ARTICLE X-DEBTS AND LIABILITIES
The Corporation shall be fully and solely responsible for its own management and fiscal affairs and for all obligations, debts, and liabilities incurred by the Corporation.
ARTICLE XI-DISSOLUTION
In the event of dissolution of OASAA, any remaining funds will be turned over to the Onaway Area Schools PTO. If there is no active PTO, the funds will be equally divided between the activity funds of the elementary, middle, and high school.
ARTICLE XII-COMMITTEES
The Board of Directors may establish an executive committee comprising the officers of the Corporation to act on behalf of the Board when required. The Board may also establish standing and/or ad hoc committees as it deems necessary.
ARTICLE XIII-501 (C) 3 STATUS
This Corporation is organized and operated as a corporation exempt from Federal income tax within the meaning of section 501 (c) 3 of the Internal Revenue Code of 1986. These by-laws shall be utilized and interpreted in the operation of the Corporation consistent with that intent.
for the
Onaway Area Schools Alumni Association
(O.A.S.A.A.)
ARTICLE I-NAME
This organization shall be known as the Onaway Area Schools Alumni Association (O.A.S.A.A.)
ARTICLE II-ORGANIZATION
Principal Office. This organization is a not-for-profit Michigan corporation whose principal office shall be in Presque Isle County in the State of Michigan.
ARTICLE III-MISSION/PURPOSE
The purpose of this organization shall be to celebrate and support the Onaway Area Schools.
ARTICLE IV-MEMBERSHIP
Section 1. Membership. Applicants for membership of the OASAA shall make application using such forms as may be prepared and are available for the purpose, and shall pay an annual membership fee as established by the Board. Such applicants may consist of people who at some time attended a public school within the present Onaway School District.
Section 2. Annual Meeting. The annual meeting of the members of the Corporation shall be held each year within the State of Michigan at such time and place as may be determined by the Board of Directors. At the annual meeting, the directors for the ensuing year shall be elected, the officers of the Corporation shall present their annual reports, and all such other business as may properly be brought before the meeting shall be transacted.
The Secretary of the Corporation will provide notice of the annual meeting to each member of the Corporation entitled to vote using address information as it appears in the records of the Corporation. This notice will state the place, day, and hour of the annual meeting and will be issued at least twenty (20) calendar days before the date of said meeting.
Section 3. Waiver of Notice. Notice of any members’ meeting may be waived in writing by any member if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof. Attendance at any meeting in person shall constitute a waiver of notice of such meeting.
Section 4. Proxy voting. Provision will be made by the Board for absentee voting for members unable to attend the annual meeting.
Section 5. Action by Consent in Lieu of a Meeting. Action may be taken in lieu of a meeting if prior to such action written consent is given by two-thirds of the Board and such consent is filed with the Board minutes of the subsequent meeting.
Section 6. Voting. At each meeting, voting members as set forth in the Articles of Incorporation shall have the right to vote.
Section 7. Voting List. The Secretary of the Corporation shall keep a list of the Board members and make their actions available to any member at any reasonable time.
Section 8. Rights and Liabilities of Members. The members shall not be liable for the debts and obligations of the Corporation except their own dues.
ARTICLE V-DIRECTORS
Section 1. Appointment. The officers and directors of the O.A.S.A.A. shall be appointed by the annual meeting of the members. All individuals considered for an office shall be members in good standing.
Section 2. Number of Directors. The property and business of the Corporation shall be managed by the Board of Directors, which shall consist of no less than nine (9) persons. Each director shall be elected to a term of three years.
Section 3. Vacancies. Any director may resign his office at any time by delivering notice in writing to the Corporation. Board acceptance shall not be necessary to make such resignation effective. Vacancies other than normal term expiration shall be filled by a vote of the Board of Directors. Such new members shall serve until the next annual meeting, when they may run for election by the membership to complete the term.
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held at least four (4) times each year, with one meeting immediately following the annual meeting.
Section 5. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President or Secretary of the Corporation or by a majority of the members of the Board. The Secretary shall give notice of special meetings to each director by such means that have been agreed to by the directors in advance, stating the date, place, and purpose of the holding of such meeting. Such notice must be given at least five (5) calendar days before the date of such meeting. Notice may be waived by consensus of all the directors who plan to attend such a meeting.
Section 6. Voting. At each meeting of the members only, voting members as set forth in the Articles of Incorporation shall have the right to vote, and such members shall possess full voting rights.
Section 7. Quorum. A majority of the actual Board of Directors shall be necessary to constitute a quorum for transactions of any business, and the act of the majority of the directors present at a meeting where a quorum is present shall be the act of the Board unless a greater number is required by the Michigan Not-For-Profit Corporation Act 162.
Section 8. Compensation. Members of the Board of Directors shall serve without compensation, but any director may be reimbursed for out-of-pocket expenses incurred by that director.
Section 9. Electronic Conference Meetings. Meetings of the Board of Directors or committees of the board may take place by way of electronic communication wherever all members participating in the meeting are able to effectively and verbally communicate with each other.
Section 10. Indemnification. The Corporation shall save, defend, and hold its officers and directors harmless from all claims, losses, damages, and expenses of litigation resulting from the performance of their duties, provide that such officers’ or directors’ actions were not intentional or from the result of willful misconduct.
Section 11. Removal. Any elected director may be removed from office with or without cause by a vote of a two-thirds (2/3) majority of the voting members of the Corporation.
Section 12. Insurance. The Board of Directors in their sole discretion may assure that Officer and Director liability insurance for their errors and omissions as well a public liability insurance and other form of insurance deemed necessary are secured.
Section 13. Additional Duties. In addition to the duties outlined above, it shall be the duty of the Board of Directors to arrange for any special meetings of the Corporation, to engage necessary workers for the same, to approve budgets of auxiliary committees, to make recommendations to the membership, and to delegate as it sees fit its authority to carry out any of the above outlined duties.
ARTICLE VI-OFFICERS
Section 1. Officers. The officers of the Corporation shall consist of a President, Vice President, a Treasurer, and a Secretary, all of whom shall be elected from the Board of Directors by that body at the first meeting following the annual meeting. These officers shall hold their office until the next annual meeting.
Section 2. Compensation. Officers of the Board of Directors shall serve without compensation, but any director may be reimbursed for out-of-pocket expenses incurred by that officer.
Section 3. Duties. The President shall preside at all meetings of the members and the Board of Directors. The Secretary shall keep or cause to be kept a full, true and complete record of all meetings of the members and of the Board of Directors and shall have charge of the minute book of the Corporation and all other books and documents. The Secretary shall perform such other duties as may be required by the Board or the president. The Treasurer shall keep or cause to be kept correct and accurate books of account and shall also deposit or see to the deposit of the funds of the Corporation in a depository to be approved by the Board of Directors. The Treasurer shall perform such other duties as may be required by the Board or the president.
ARTICLE VII-FISCAL YEAR
The fiscal year of the Corporation shall be June 30 to July 1.
ARTICLE VIII-FUNDS
Section 1. Depository. The funds of the Corporation shall be deposited in a depository or depositories to be selected by the Board of Directors of the Corporation.
Section 2. Withdrawal of funds. The funds of the Corporation may be withdrawn and disbursed by consent and signature of any two (2) Board officers.
Section 3. Deposits. All funds of the Corporation shall be periodically deposited to the credit of the Corporation in such bands, trust companies, saving and loan associations or other depositories as the Board of Directors may select, or otherwise invested in such real or personal property, money market funds, instruments, securities, mutual funds, or other forms of investment as the Board of Directors may periodically select within the limitations established by the investment policies of the Corporation.
ARTICLE IX-AMENDMENTS
These by-laws may be amended at any regular or special meeting of the Board called for that purpose by a two-thirds (2/3) majority of the directors.
ARTICLE X-DEBTS AND LIABILITIES
The Corporation shall be fully and solely responsible for its own management and fiscal affairs and for all obligations, debts, and liabilities incurred by the Corporation.
ARTICLE XI-DISSOLUTION
In the event of dissolution of OASAA, any remaining funds will be turned over to the Onaway Area Schools PTO. If there is no active PTO, the funds will be equally divided between the activity funds of the elementary, middle, and high school.
ARTICLE XII-COMMITTEES
The Board of Directors may establish an executive committee comprising the officers of the Corporation to act on behalf of the Board when required. The Board may also establish standing and/or ad hoc committees as it deems necessary.
ARTICLE XIII-501 (C) 3 STATUS
This Corporation is organized and operated as a corporation exempt from Federal income tax within the meaning of section 501 (c) 3 of the Internal Revenue Code of 1986. These by-laws shall be utilized and interpreted in the operation of the Corporation consistent with that intent.