Article 1: Identity

Article 2: Purpose

Article 3: Membership

Article 4: Officers

Article 5: Board of Directors

Article 6: Committees

Article 7: Class Representatives

Article 8: Association Operations

Article 9: Fiscal Policy

Article 10: Elections

Article 11: Reports

Article 12: General Provision

Article 13: Existence

Article 14: Dissolution

Section A: Name. This organization shall be known as the Heidelberg American High School

Alumni Association, hereafter known as the "Association".

Section B: Domicile. The Association will maintain its principle place of operations in Oklahoma. The Domicile may be changed by a majority vote of the Board of Directors.

Section A: Purpose. The purpose of the Association shall be to promote the spirit of alumni

unity and camaraderie through communications and reunions, to locate alumni, and to acquire and maintain school and Association memorabilia.

Section A: Eligibility. Any individual who attended (whether graduated or not) the high school, who taught at the high school, or who has significantly assisted the Association is eligible to become a member of the Association.

Section B: Membership. Eligible individuals become members of the Association by submitting an application for membership accompanied by the annual dues payment. The term of annual membership shall run from January 1st through December 31st of each year, the Association�s fiscal year. Dues will not be prorated.

Section C: Termination. Membership in the Association will terminate upon failure to pay annual dues.

Section A: Officers. The officers of the Association shall be the President, Vice President, Treasurer and Secretary.

Section B: Elections. The officers shall be elected by a majority vote of the members returning election ballots for contested positions. There are no limits on the number of terms an individual may serve in any office. No officer may serve simultaneously as a voting Director.

Section C: Term of Office. The term of office for each officer shall be two years. The term of office shall begin on the first day of January and run through the last day of December two years later.

Section D: Powers. The officers are vested with the powers appropriate to their elected office to accomplish the tasks necessary for the successful, day-to-day operations of the Association. The

President shall be the Chief Operating Officer of the Association, shall make all decisions concerning the Association�s day-to-day operations and shall direct the activities of the Vice President, the Treasurer, the Secretary and various committee chairs.

The Vice President shall assist the President, perform the duties of the President if the President is incapacitated and oversee the activities of the Class Representatives.

The Treasurer shall be responsible for the financial operations of the Association.

The Secretary shall be custodian of the Association�s business records including the President�s Program Budget Plan and Financial Review, Committee annual reports and documents produced by the Association officers and the Board of Directors.

Section E: Resignation. Any officer may resign by tendering a letter of resignation to the Chairman of the Board of Directors.

Section F: Removal from Office. Any officer who fails to perform the duties of the office to which the individual has been elected may be removed from the office by a two-thirds vote of the Board of Directors.

Section G: Vacancies. If the President resigns or is removed from office, the Vice President will assume the Presidency for the balance of the existing term. If the Vice President, Treasurer or the Secretary resign or are removed from office, the President will nominate to the Board of Directors an individual to fill the vacant office for the balance of the existing term, and this individual will be seated in office upon a majority vote of the Board of Directors.

Article 5: Board of Directors

Section A: Board of Directors. The Board of Directors of the Association shall consist of 10 directors plus the Association President and Vice-President. Four directors are designated directors and are non-voting members of the Board of Directors. These four designated directors are the Immediate Past-president of the Association, the Newsletter Editor, the Webmaster and the Registry Database Manager. The Board of Directors shall appoint the Newsletter Editor, Webmaster and Registry Database Manager. The remaining six Directors shall be elected by a majority vote of the membership. The voting Board members shall consist of the six elected Directors plus the Association President and Vice-President.

Section B: Elections. Six directors shall be elected by a majority vote of the members returning election ballots for contested positions. There are no limits on the number of terms an individual may serve on the Board of Directors. No voting director may serve simultaneously as an elected officer.

Section C: Term of Office. The term of office of each director shall be two years. The term of office shall begin on the first day of September and run through the last day of August two years later. The directors shall run for office concurrently with the officers.

Section D: Chairman of the Board of Directors. Upon the beginning of each new term of the Board of Directors in September, the Directors shall elect a Chairman by majority vote of the serving Directors.

Section E: Powers. The directors are vested with the powers appropriate to oversee and approve the actions of the Officers of the Association. The Board of Directors will develop and approve a charter detailing the various powers of the Board, the Board�s method of operations and describing its decision making process.

Section F: Operations. The Board of Directors shall conduct business at least twice a year; in the

Fall to review and approve the President�s proposed Program Budget Plan and in the Spring to review and approve the President�s Budget Review. The chairman may conduct business on other occasions, as circumstances require. Because of the geographical dispersion of directors, business will normally be conducted by e-mail, or some form of the Internet.

Section G: Resignation. Any director may resign by tendering a letter of resignation to the Chairman of the Board of Directors.

Section H: Removal from Office. Any director who fails to perform the duties of the office of director may be removed as a director by a two-thirds vote of the remaining members of the Board of Directors.

Section I: Vacancies. If any director resigns or is removed from office, the President of the

Association will nominate an individual to fill the vacant director position to the Board of Directors and this individual will become a director upon a majority vote of the Board of Directors.

Section A: Standing Committees. The Association will have the following permanent standing committees: Nominating and Elections, Locator, History, Reunion and Publications. Each of these committees will have a charter detailing objectives, membership, scope of operations, and procedures. The Board of Directors shall approve the charters and all proposed charter changes and shall appoint committee chairs and committee members.

Section B: Ad Hoc Committees. The Board of Directors may establish Ad Hoc Committees as deemed necessary. The Board of Directors will approve the charters of these Ad Hoc Committees and appoint all committee chairs and committee members.

Section C: Committee Control. The President, as the Association�s Chief Operating Officer, will direct and control the activities of the various Standing and Ad Hoc Committees.

Section D: Committee Oversight. The Board of Directors will exercise oversight of the various

Standing and Ad Hoc Committees through the review process of the President�s proposed Program Budget Plan and Financial Review. The Board of Directors may direct the President to restructure any portion of either of these two plans to which the Board objects. This mechanism allows the Board of Directors to control the operations and budgets of all Association committees.

Section A: Status. Members interested in serving as Representatives of their class will notify the Vice President. The number of Representatives per class will normally be one but class size and distribution may necessitate two or more Representatives. Class Representatives may represent a group of class years if necessary for any given class to have representation.

Section B: Role. The role of the Class Representatives shall be to promote communications between the various directors, officers and committee members and the members of their respective classes. Class representatives shall correspond directly with all "found" members of their class at least once a year.

Section C: Oversight. The Vice President shall oversee the Class Representatives and be their principal point of contact for Association activities. The Vice President shall be responsible for searching for

Representatives for classes which have no representation, for liaison between all Class Representatives and the Board of Directors, for contacting each Class Representative at least twice a year to encourage the search for "lost" alumni, for providing yearly newsletters to classmates in the directory and sharing classmate information with the newsletter editor, for updating the Database Director with Class

Representatives' names and addresses, and for updating the E-mail Director on E-mail Representatives� names and addresses

Section A: Nominating and Elections. The Board of Directors will appoint a Nominating and Elections

Committee, to be composed of five alumni, to serve for a two-year term. The term of office for one half of the committee shall expire each year. It will be the responsibility to the committee to present to the Association through the Winter/Spring newsletter a single slate of nominees for officers and members of the Board of Directors. The committee will verify the results of the returned ballots and announce the results in the Summer/Fall newsletter.

Section B: Registry. The Association will maintain a registry of all alumni, faculty, and associates of the high school. This registry will include, at a minimum, the names, addresses, telephone numbers, e-mail addresses if applicable and membership status. The Association will also publish annually a directory containing a summary of information in the registry. This directory will be posted on the official Association web site, in a password-protected area. Operating procedures for the registry, addressing confidentiality of data, use of data for advertising purposes, and requirements of the directory, will be developed by the Database Manager and approved by the Board of Directors.

Section C: Locator. The Association will actively seek missing alumni, faculty and associates through a variety of means, and will assist individual members seeking to do this also by whatever means available to the Association. Procedures for searching for missing individuals will be developed by the Locator Committee and approved by the Board of Directors.

Section D: Newsletter. The Association will publish a newsletter at least twice a year with information provided directly by members, Class Representatives, Officers, Directors or Committee Members. The newsletter will be mailed to all Association members. One complimentary newsletter will be sent to all newly located eligible individuals. Operating procedures for the Newsletter will be developed by the Publications Committee and approved by the Board of Directors.

Section E: History. The Board of Directors shall appoint an Historian to maintain archives of both school and Association memorabilia to include but not limited to yearbooks, commencement programs, school newsletters, Association newsletters, Association directories and reunion memorabilia.

Section F: Reunions. The Association will from time to time host an all-year reunion to which all

Classes will be invited. The President will propose such an all-year reunion in the annual Program

The Board of Directors will approve budget Plan and the proposed reunion. Once approved, the entire registry, not just Association members, will be notified of the reunion. Attendance at reunions is open to all members of the alumni (see Article 3), their families and significant others. The President may establish an Ad Hoc Committee to plan and execute an approved all-years reunion. Further, the Association will assist individual Association members who organize mini-reunions for groups of class years, for selected geographic areas or for Association members only. At a minimum, the Association shall provide newsletter publicity and locator assistance.

Section G: Memorabilia. The Association shall, to the degree practical, collect, maintain and sell memorabilia to Association members. If possible, the Association will obtain the copyright to all memorabilia it controls and sells. The President may establish an Ad Hoc Committee to handle memorabilia. The President will develop procedures for the control and sale of memorabilia, and the Board of Directors will approve these procedures.

Section A: Fiscal year. The fiscal year of the Association shall be from January 1 through December

31.

Section B: Dues. The Association shall collect dues from each eligible individual as a requirement for membership. The President shall propose a level of dues annually which shall be approved by a majority vote of the Board of Directors. Dues are due in January of each year and are considered delinquent if not paid by March 1st. Failure to pay the annual dues will terminate membership in the Association.

Section C: Allocation. All dues will be deposited in a general fund account and may be used to pay any or all expenses incurred by the Association

Section D: Compensation. Officers, Directors, Committee Members and Class Representatives shall receive no compensation for their services. Compensation for expenses will be made only if the expenditures were contained in the President�s Program Budget Plan and approved by the Board of Directors.

Section E: Control. The Treasurer shall sign all checks, drafts, loans or other orders for payment of money, notes, and other evidence of indebtedness issued in the name of the Association. If the Treasurer is unavailable, the President may sign in the Treasurer�s place. If at any time the amount of any of the above instruments is greater than $5,000.00, both the President and Treasurer shall sign the instrument.

Section F: Financial Report. Within 30 days of the end of each fiscal year, the Treasurer shall prepare financial statements, which shall include as a minimum a Balance Sheet, Income and Expense Statement, Notes, and Budget Comparison. These statements and supporting records shall be reviewed by the President and Vice President, and if the President deems necessary, reviewed or audited by an independent public accountant. The President will forward the President's Financial Review, along with these materials, to the Board of Directors, within 90 days of the end of the fiscal year. The Board of Directors shall review and approve the Financial Review Report. If the financial statements have not been audited or reviewed by an independent public accountant, the Board may direct that such an audit or review be performed if they deem it necessary. Upon approval by the Board, the President's Financial Review report shall be provided to the Association members either in the newsletter or by other

Article 10: Elections

Section A: Timing. The Association will hold elections every other year for the Association Officers and Directors. Only current members of the Association are eligible to stand for election.

Section B: Management. The elections will be planned and executed by the Nominating and Elections Committee. Operating procedures for the Election Committee will be developed by the Elections

Committee and approved by the Board of Directors.

Section A: Requirements. The President will produce a Program Budget Plan and a Financial Review Report each year. The Board of Directors will document their activities in an annual report due in February. Finally, the various Standing and Ad Hoc Committees will detail their activities in an annual report due in January.

Section B: Program Budget Plan. The President will provide a Program Budget Plan to the Chairman of the Board of Directors by November 1st of each year. The plan will include a projected income and expense statement for the year, as well as narrative comments on the expected level of revenue, each activity to be undertaken and its associated projected cost. The Board will have 45 days from the date of the President's submission to review and approve the plan. The President may restructure and resubmit items that the Board does not approve. If the Board fails to act on the plan within 45 days of its submission, the plan shall be deemed disapproved.

Section C: Financial Review. The President will submit a brief Financial Review document to the Chairman of the Board of Directors by March 15th of each year. The report will include initial and final balance sheets and other necessary financial reports that detail the preceding fiscal year and the audit conducted on them. The President will also recommend the level of dues for the succeeding fiscal year The Board will review this submission, approve or reject any recommended dues changes and provide to the President any proposals for strengthening the fiscal operations of the Association. After the Board of Directors has approved the Financial Review, it shall be published in the next issue of the newsletter or distributed to members by other means.

Section A: Contracts. The President shall propose and the Board of Directors shall approve a policy detailing which Officer(s), or agent(s) shall be authorized to enter into any contract or execute any instrument in the name of the Association. All contracts shall require the signature of at least one Association Officer and the Chairman of the Board of Directors.

Section B: Indemnification. In discharging their duties, the Directors, Officers, and various Committee Members of the Association shall be indemnified by the Association for judgements and fines (whether civil, criminal, administrative or investigative) for any of the above enumerated matters, as well as reasonable expenses for each, including attorney�s fees actually and necessarily incurred as a result of such action or proceeding, if such Director, Officer or Committee Member acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the Association, but had no reasonable cause to believe that his or her conduct was unlawful.

Section C: Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purpose of or for any special purpose of the Association.

Section A: Implementation. These By-laws will be implemented on January 1st of the year following their approval. These by-laws shall be approved by a majority vote of the members returning ballots.

Section B: Amendment. The Board of Directors shall set the policy for amending these By-laws and shall send amendments that they approved to the members for final approval. These By-laws may be amended or repealed by a majority vote of the members returning ballots.

Section A: Approval. The Board of Directors must approve a motion to dissolve the Association by a three-fourths majority vote and then send the approved motion to the membership for ratification.

Dissolution will be approved if three-fourths of the members returning ballots vote in favor of the motion.

Section B: Implementation. Once dissolution has been approved, all liabilities and obligations of the

Association will be discharged or adequate provision to discharge them will be made. Any remaining assets will be distributed to any Association or Associations that the Board of Directors determines to be consistent with the Association�s purpose as set for the in Article 2 above and with applicable provisions of law.

Board of Directors Charter