North Rowan High School

NORTH ROWAN ALUMNI ASSOCIATION, INC . BY-LAWS

Revised Feb. 2008

BYLAWS
OF
NORTH ROWAN ALUMNI ASSOCIATION, INC.

ARTICLE I

Offices

Section 1. Principal Office: The principal office of North Rowan Alumni Association Inc.(NRAA), is 111 South Main Street, Salisbury, Rowan County, North Carolina 28144, or at such other place within the State of North Carolina as may from time to time be fixed and determined by the Board of Directors.

Section 2. Registered Office: The registered office of this Corporation, which by law is required to be maintained within the State of North Carolina, shall be located at 628 North Main Street, Salisbury, Rowan County, North Carolina 28144, or at such other place within the State of North Carolina as may from time to time be fixed and determined by the Board of Directors.

Section 3. Other Offices. The Corporation may have offices at such places, either within or outside the State of North Carolina, as the Board of Directors may from time to time determine.

ARTICLE II

DEFINITIONS

Section 1.     �Association� shall mean and refer to the North Rowan High School Alumni Association.

Section 2.     �School� shall mean and refer to North Rowan High School, Spencer, North Carolina 28159.

Section 3.     �Full Member� shall mean and refer to those persons entitled to membership with voting rights as provided in Article III, Section 1 of these by-laws.

Section 4.          �Board� shall mean and refer to the Board of Directors as defined in Article V of these by-laws.

Section 5.          �Officer� shall mean and refer to the Officers of this Association as defined in Article VII of these by-laws.

Section 6.          �By-Laws� shall mean and refer to this document and any future revisions as allowed by the Articles of Incorporation, these By-Laws or applicable laws.

Section 7.          �Good Standing� shall mean a member who is in compliance with these by-laws and the Association including the payment of current dues.

ARTICLE III

Corporate Membership and Voting Rights

Section 1. Membership.

        Section 1A Full Membership
Any person who attended North Rowan High School, Spencer, NC 28159 at any time from the opening of the school in 1958 to the present may apply for membership in the North Rowan Alumni Association, Inc. Full members shall have full voting rights as long as they remain in good standing.

        Section 1B Associate Membership.
Any person who supports the mission of the NRAA but did not attend North Rowan High School may apply for membership in the North Rowan Alumni Association, Inc. Associate members shall not have voting rights.

        Section 1C. Student Membership.
Any student attending North Rowan High School or graduated from North Rowan High School and is now attending any university, college or school of higher learning may apply for membership in the North Rowan Alumni Association, Inc. Student members shall not have voting rights. If they wish to have voting rights, they may apply for full membership.

          Section 2. Voting Rights. Each full member shall be entitled to one vote. Any member who has not paid the current dues required is not eligible to vote until all outstanding dues are current for that member.


ARTICLE IV

Meeting of Corporate Members

Section 1. Annual Meeting. The annual meeting of members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at the principal business office of the Corporation in Rowan County, North Carolina, or at any location in the state of North Carolina, on the 1st day of October of each year, or on the next business day immediately following, in the event the 1st day of October falls on Saturday, Sunday, or a holiday.

Section 2. Substitute Annual Meeting. If the annual meeting is not held on the day above designated, a substitute annual meeting shall be called in the manner provided for the call of a special meeting in accordance with the provisions of Section 3 of this Article, and a substitute annual meeting so called shall be designated as and shall be treated for all purposes as the annual meeting.

Section 3. Special Meetings. Special meetings of members may be called at any time by the President, any two members of the Board of Directors, or by written request of not less than one-tenth of all the members entitled to vote at the meeting.

Section 4. Place of Meetings. All meetings of members shall be held at the principal office of the Corporation, except that a meeting may be held at such other place, within or outside North Carolina, as may be designated by a duly executed waiver of notice of such meeting or as may be otherwise agreed upon in advance by a majority of the members entitled to vote at such a meeting.

Section 5. Notice of Meetings. Written notice stating the time and place of a meeting of members shall be delivered at the direction of the President, Secretary, or other authorized person to each member of record entitled to vote at such meeting, not less than ten days nor more than fifty days prior to the date of such meeting. Notice of a meeting need not be given if each member entitled to notice shall, in person or by attorney duly authorized, waive notice thereof in writing, either before or after such meeting. Notice of meeting may be provided by electronic messaging if the recipient has signed a form requesting such notification.

Section 6. Quorum. Except as otherwise provided by statute or by the charter of this Corporation or by these Bylaws, the presence in person or by proxy of members of record of 10% of the members entitled to vote at the meeting shall be necessary to constitute a quorum for the transaction of business.

Section 7. Voting. Any member entitled to vote may vote by proxy, provided that the instrument authorizing such proxy to act shall have been duly executed in writing by the member or his duly authorized attorney. Each instrument designating a proxy shall be exhibited to the Secretary and filed with the records of the Corporation. Voting, except the election of Directors, on all matters may be by voice or by show of hands. Cumulative voting is not permitted.

ARTICLE V

Board of Directors

Section 1. General Powers. The property, affairs, and business of the Corporation shall be managed by the Board of Directors.

Section 2. Number, Term of Office, and Qualifications. The number of Directors shall be at least seven (7) including the President of the Corporation. There may be as many as nine (9) Directors. Each director shall hold office for a term of 3 years.   The initial Directors shall be elected for the following staggered terms to set up a rotation of Directors: 2 Directors for one year, 2 Directors for two years, and 3 Directors for three years. Directors generally cannot succeed themselves and must remain off the Board for one year before serving another term as Director. This requirement may be waived if no other Member is nominated for the Director position. Candidates for director positions must be graduates of North Rowan High School.

Section 3. Election of Directors. Except as provided in this Article under Section 4, the Directors shall be elected at the annual meeting of members, and the persons who receive the highest number of votes shall be elected Directors. The election shall be by ballot upon the request of any member.Cumulative voting is not permitted.

Section 4. Vacancies.  Any Director may be removed with or without cause from the Board by a majority of voting members of the Corporation. In the event of death, resignation, removal or vacancy created otherwise, his/her successor shall be selected by the remaining Directors, and shall serve for the unexpired term of his/her predecessor.

Section 5. Compensation of Directors. No Director shall initally receive compensation for any service rendered to the Association as a Director. However, any Director may be reimbursed for his/her actual expenses incurred in the performance of authorized duties. If Members determined at a later date substantial growth of the Association justifies, compensation may be set as recommended by a Compensation Committee comprised of Members of the Corporation who are not currently serving as Directors, and approved by vote of the Members.

ARTICLE VI

Meetings of Directors

Section 1. Regular Meetings. A regular meeting of the Board of Directors may be held immediately following the annual meeting of members and, if not then held, shall be held within a reasonable time thereafter.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.

Section 3. Place of Meetings. All meetings of the Directors shall be held at the principal office of the Corporation except that such meetings may be held at such other place, within or outside the State of North Carolina, as may be designated in a duly executed waiver of such meeting or as may be otherwise agreed upon in advance by a majority of the Directors.

Section 4. Notice of Meetings. Scheduled meetings of the Board of Directors may be held without notice. Special meetings shall be called with not less than two days notice by mail, phone or electronic means.

Section 5. Quorum. A majority of the number of Directors fixed by these Bylaws as the number of Directors of the Corporation shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. Except as otherwise expressly provided in this Section, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 6. Informal Action of Directors. Action taken by a majority of the Directors without a meeting shall constitute Board action if written consent to the action in question is signed by all the Directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 7. Resignations. Any director may resign at any time by giving written notice to the President or Secretary of his resignation.

Section 8. Committees. The Directors shall have the right to appoint committees as it deems necessary to assist with the mission and duties of the Board.

ARTICLE VII

Officers

Section 1.          Enumeration of Officers. The Officers of this Association shall be a President and Vice-President, who shall at all times be members of the Board, a Secretary and a Treasurer, who need not be members of the Board, but shall be members of the corporation, and such other officers as the Board may from time to time appoint.

Section 2.          Election of Officers. The election of Officers shall take place at the first meeting of the Board following each annual meeting of the Members. The appointment or removal of any Officer or Officers shall be made by the Board.

Section 3.          Term. The Officers shall be elected annually by the Board and each shall hold office for one (1) year unless he/she shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4.          Special Appointments. The Board may elect such other Officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5.          Resignation and Removal. Any Officer may be removed from office with or without cause by the Board. Any Officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date and receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.          Vacancies. A vacancy in any office may be filled by appointment by the Board. The Officer appointed to such vacancy shall serve for the remainder of the term of the Officer he/she replaces.

Section 7.          Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8.          Duties. The duties of the Officers are as follows:

          Section 8A.          President. The President shall preside at all meetings of the Board; shall see that orders and resolutions of the Board are carried out; shall sign all legal documents required of the Corporation; and have all of the powers and duties that are usually vested in the office of the President of a non-profit organization by law.

          Section 8B. Vice-President. The Vice-President shall act in the Place and Stead of the President in the event of his/her absence, disability or refusal to act, and shall exercise and discharge such other duties as may be required by the Board, and have all the powers and duties usually vested in the office of the Vice-President of a non-profit organization by law.

          Section 8C.          Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and the Members; keep the corporate seal of the Association and affix it on all documents requiring said seal; serve notice of meetings of the Board and of the Association; shall prepare official correspondence of the Board, and shall perform such other duties as required by the Board or by law.

          Section8D.          Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Corporation and shall disburse such funds as directed by resolution of the Board; prepare checks for disbursements authorized by the Board; keep proper financial records, including financial statements at intervals as requested by the Board; and shall prepare an annual budget and statement of income and expenditures to be presented to the Members at the annual meeting. Annual statements shall be kept available for inspection of any member of the Corporation for a period of 10 years. The treasurer shall perform any other duties required by law.

Section 9.           Compensation. No Officer shall initially receive compensation for any service rendered to the Association as an Officer. However, any Officer may be reimbursed for his/her actual expenses incurred in the performance of duties authorized by the Board. If Members determine at a later date that substantial growth of the Association so justifies, compensation may be set as recommended by a Compensation Committee comprised of Members of the Corporation who are not currently serving as Officers, and approved by vote of the Members as prescribed in ARTICLE III, Section 7.

Section 10. Duties of Officers May Be Delegated. In case of the absence of any corporate officer or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director for the time being, provided a majority of the entire Board of Directors concurs therein.

ARTICLE VIII

Contracts, Loans, Deposits, Checks, Drafts, Etc.

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances. The action and document involved must be approved by the Board and signed by the President and any additional officer required by law.

Section 2. Deposits. All funds of the Corporation shall be deposited in such banks or other depositories as the Directors shall select.

Section 3. Checks and Drafts. All notes, drafts, checks, and acceptances shall be signed in a manner as the Board of Directors shall from time to time determine, duly designated by resolution.


ARTICLE IX

General Provisions

Section 1. Corporate Seal. The corporate seal shall be in such form as shall be approved from time to time by the Directors. (SEAL)   The initial seal shall be placed on the margin of this page.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be established by resolution of the Board of Directors.

Section 3. Waiver of Notice. Whenever any notice is required to be given to any Director under the provisions of the North Carolina Non-Profit Corporation Act or under the provisions of the charter or Bylaws of this Corporation, a waiver thereof in writing signed by the persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 4. Amendments. Except as otherwise herein provided, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors. The Board of Directors shall not have the power to adopt a Bylaw:
(a)          Requiring more than a majority of the voting members for a quorum at a meeting of members or more than a majority of the votes cast to constitute action by the members, except where a higher percentage is required by law;
(b)          Providing for the management of the Corporation other than the Board of Directors or its Executive Committee;
(c)          Increasing or decreasing the number of Directors; and
(d)          Classifying and staggering the election of Directors.
The members may make, alter, amend and repeal the Bylaws at any annual meeting or at a special meeting called for such purpose and Bylaws adopted by the Directors may be altered or repealed by the Members. No Bylaw adopted or amended by the members shall be altered or repealed by the Board of Directors.

ARTICLE X

DUES

Section 1. Dues The Board may intially establish annual dues in the amount of $10.00. Annual increases of more than $5.00 must be approved by vote of Members. If annual contributions of $100.00 or more are received from any one member in support of any association programs, dues for that member are waived for the applicable year.

ARTICLE XI

ELECTION AS A SECTION 501 (C) (3) CORPORATION

AND DISTRIBUTION UPON DISSOLUTION

        This corporation is organized exclusively for charitable, literary, religious, educational or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) or the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
          No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, Executive Board, Executive Committee, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, reimbursed for reasonable expenses, and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation. No substantial part of the activities of the corporation 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 provision of these articles, 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 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
          Upon dissolution of the Corporation, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for literary, charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

This the 21 day of February, 2008.

By The Board of Directors:

Robin Butler (signed), Director

Robert Jones (signed), Director

Elisa Alfieri (signed), Director

Von Poston (signed) Director

Judy Terrell (signed), Director