1. PURPOSE. In accordance with the Bylaws of the Heidelberg
American High School Alumni Association ("Bylaws"), this document
constitutes the Charter ("Charter") of the Board of Directors.
2. GENERAL. Except where specifically indicated, references to
the Board and Directors shall refer to the voting Directors.
3. POWERS OF THE BOARD. The Board's powers are broadly delineated
in the Bylaws. In order to more effectively carry out those powers, the
Board shall have the following supplemental powers:
A. To present changes to the Bylaws to the membership for approval
B. To present nonbinding
referenda to the membership for approval by ballot.
C. To request information from
the Association Officers and Committee Chairs.
4. METHOD OF OPERATIONS AND DECISION-MAKING PROCESS.
A. Rules. Where not specifically set forth in this Charter or the
Bylaws, Robert's Rules of Order will be followed.
Selection. By majority vote, the Directors shall elect one Director to
serve as Chair each year in September. More frequent elections may be
held from time to time due to vacancy, seating of a new Director, or
upon request of two Directors. The incumbent or any previous Chair is
not precluded from being elected or re-elected as Chair.
The Chair is responsible for ensuring the efficient operation of the
Board. The Chair's responsibilities are administrative in nature. The
Chair may delegate any tasks designated as the Chair's, to another
Director, at any time. In the absence of the Chair, or any other
failure of the Chair to carry out the specified tasks, any other
Director may perform these tasks.
Scheduling. Meetings shall be called by the Chair. The meeting
notice shall include the date, time, venue, and agenda and will be issued
at least one week in advance of the meeting. In addition to the
Directors, the Officers and designated Directors shall be invited to all
Board meetings. Due to geographic distance, meetings may be held via
conference call, internet Chat or similar method, or e-mail. The
Chair shall issue the meeting notice within five days of a request by a
Director or Officer.
Quorum. A quorum shall consist of one half of the serving
Directors, provided that in no event shall a quorum consist of fewer than
three Directors. In the event that there are fewer than three
serving Directors, the designated Directors shall be temporarily
empowered to vote. Provided that a quorum is present, binding votes shall
Lack of Quorum. In the event that a
quorum does not present itself at a meeting, the meeting may
continue but no binding votes shall be taken. Directors present may cast
their votes during the meeting. Following the meeting the remaining
Directors shall be given a five day period to vote on the relevant
Voting. Any Director may make a motion and any other Director may
second the motion. After a motion is made and seconded, discussion
shall be held followed by voting. Motions shall carry by a simple
majority of the quorum, except for matters for which the Bylaws
specifically require a two-thirds vote.
Electronic Meetings Over a Period of Time. Meetings may also be held
more informally over a period of time via e-mail or web. Multiple motions
may be considered during these meetings. In the event that any motions
are made and seconded, a discussion period shall be opened for a minimum
of five days. Immediately following the discussion period, a minimum
five-day period will be opened for voting. The Chair shall establish a
beginning date and time and ending date and time to consider and vote on
said motion/s. The timeframe for discussion shall commence not more than
three days after the seconding of the motion. In order for a motion to
pass, at least a quorum must vote. These time frames may be shortened as
necessary due to urgent need for action as determined by the Chair. In
such case, the Chair shall telephone the Directors to inform them of the
timeframe of the discussion and vote.
5. ADOPTION OF CHARTER. This Charter shall be effective
immediately upon approval by the Directors by majority vote by a quorum,
and may be amended or superceded at any time by the Directors by the same