HHS Alumni Association

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 by ballot.

B.  To present nonbinding referenda to the membership for approval by ballot.

C.  To request information from the Association Officers and Committee Chairs. 


A.  Rules.  Where not specifically set forth in this Charter or the     Bylaws, Robert's Rules of Order will be followed. 

B.  Chair.

  1. 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.

  2. 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.

C.  Meetings. 

  1. 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.

  2. 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 be taken.

  3. 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 motions.

  4. 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.

  5. 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 method.


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