BYLAWS OF SALTUS ALUMNI ASSOCIATION ARTICLE I NAME... 1 ARTICLE II PURPOSE... 1 ARTICLE III MEMBERSHIP... 2 ARTICLE IV MEETINGS...

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1 BYLAWS OF SALTUS ALUMNI ASSOCIATION ARTICLE I NAME... 1 ARTICLE II PURPOSE... 1 ARTICLE III MEMBERSHIP... 2 ARTICLE IV MEETINGS... 2 ARTICLE V BOARD OF DIRECTORS... 2 ARTICLE VI OFFICERS AND OTHER DIRECTORS... 4 ARTICLE VII COMMITTEES... 4 ARTICLE VIII NOMINATIONS AND ELECTIONS... 5 ARTICLE IX RESIGNATIONS... 5 ARTICLE X REMOVAL OF DIRECTOR OR OFFICER... 5 ARTICLE XI AMENDMENTS... 6 ARTICLE XII PROCEDURE... 6

2 ARTICLE I NAME The name of this association shall be SALTUS ALUMNI ASSOCIATION Alumni Association hereinafter referred to as the "association". ARTICLE II MISSION & PURPOSE 1. MISSION The Saltus Alumni Association serves as a bridge between the school and the alumni. Our spirit lies in inclusiveness, accomplishing our mission through our gifts of time, talent and treasure. 2. PURPOSE Accordingly, the purposes and objectives of this Association are to: a. promote the welfare and interests of SALTUS ALUMNI ASSOCIATION b. establish a mutually beneficial relationship between Saltus Grammar School School, its current students and her alumni; c. assist Saltus Grammar School in its continuing growth and development; and d. foster a spirit of loyalty and fraternity among the graduates and the students of Saltus Grammar SchoolSchool. ARTICLE III MEMBERSHIP 1. ELIGIBILITY. Members of the Association, hereinafter collectively referred to as "Members", shall consist of: a. Regular Members: all individuals who either graduated from or attended Saltus Grammar School for at least one year. b. Honorary Members selected non alumni appointed by the Association's Board of Directors. 2. RIGHTS AND PRIVILEGES. a. Regular members shall have one vote. b. Honorary Members shall not have a vote c. Regular Members may serve as officers, directors and alumni trustees. ARTICLE IV MEETINGS 1. ANNUAL M EETINGS There shall be an annual business meeting of the Association and it shall be for the purpose of electing officers and directors of the Association and receiving reports and transacting business that may arise 2. SPECIAL M EETINGS Special meetings of the Association may be called at the request of the President, the Board of Directors, or at the written request of seven (7) Members of the Association. 3. NOTICE Notice of all meetings of Members shall be in writing a stating the place,

3 date and hour of the meeting, and, unless it is an annual meeting, indicating that it is being issued by or at the direction of the person or persons calling the meeting. Notice of all special meetings of Members shall state the purpose or purposes for which the meeting is called. 4. QUORUM All Members present at the annual or special meeting of the Association shall constitute a quorum for the transaction of business. 5. MINUTES The minutes of the annual meeting or any special meeting of the Association shall be read and approved at the next succeeding meeting of the Board of Directors of the Association and shall be maintained on file in the office of the Alumni Director. ARTICLE V BOARD OF DIRECTORS 1. ADMINISTRATION The administration and general management of the Association shall be vested in the Association's Board of Directors, hereinafter referred to as the "Board of Directors". The Board of Directors shall be composed of the following: officers of the Association as hereinafter provided in Section 1 of Article VI, Chairs of the Standing Committees as hereinafter provided in Section 3 of Article VI, Alumni Director, and the Alumni Trustee as hereinafter provided in Section 4 of Article VI. The immediate past President of the Association shall be an ex officio member of the Board of Directors. 2. TERM All of the Directors, except the Alumni Director, shall be elected at the annual business meeting of the Association, assume office at the close of the annual meeting, and shall serve for two (2) years and thereafter until their successor shall have been duly elected except as otherwise stated herein. At the expiration of his or her term of office, a director shall not be eligible for re election to the same office, except the Alumni Trustee may be re elected for such additional terms as permitted under the bylaws of the SALTUS ALUMNI ASSOCIATION Board of Trustees. Any person serving to fill a vacancy on the Board of Directors for less than one half of an unexpired term may be re elected immediately following full term. 3. VACANCIES In case of any vacancy on the Board of Directors, a successor to hold office for the unexpired term shall be elected by the entire membership present at the following meeting. 4. POWERS AND DUTIES The Board of Directors shall: a. Set the goals and objectives of the Association. b. Transact and manage the business of the Association. c. Report at the annual meeting of the Association. d. Fill any vacancy occurring in an office or standing committee chairmanship until the expiration of the term of the office in which the vacancy exists. e. Authorize special committees or new standing committees as required and prescribe the duties of all standing committees. f. Arrange the annual meeting of the Association to coincide other alumni special events. g. Establish procedures for the Association and may from time to time amend the same. 5. MEETINGS

4 a. The Board of Directors shall hold at least two (2) meetings a year at stated times as the Board of Directors shall from time to time determine. b. Other meetings may be called by the President, the Secretary, or the Treasurer upon the written request of two (2) Members of the Board of Directors. c. Written notice of each meeting shall be given not less than ten (10) days in advance, but such notice may be waived by written assent. d. Five (5) Members of the Board of Directors present and voting shall constitute a quorum at any meeting of the Board of Directors and a majority of those present at any meeting shall govern 6. EXECUTIVE COMMITTEES The Board of Directors may establish an executive committee consisting of the President and such other directors as it may from time to time determine. The executive committee shall have the administration and the general management of the Association during the intervals between meetings of the Board of Directors.

5 ARTICLE VI OFFICERS AND OTHER DIRECTORS 1. OFFICERS The officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, all of whom must be Charter or Active Members of the Association. 2. DUTIES a. President. The President shall be the chief executive officer of the Association. She or he shall preside at all meetings of the Association and be an ex officio member of all committees except the Nominating Committee. The President is a full voting member of Saltus Grammar School s Board of Trustees. b. Vice President. The Vice President shall assist the President and fulfill the duties of the President in her or his absence or disability and be chairman of the standing committees chairman. In case of a vacancy in the office of the President, the Vice President shall act as President until the office is filled at the next annual meeting of the Association. c. Secretary. The Secretary shall arrange for the minutes to be recorded, issue all calls to meetings and perform any other duties pertaining, to the office. d. Treasurer. The Treasurer shall be responsible for all funds of the Association. She or he shall receive and disburse the monies of the Association subject to the approval and direction of the Board of Directors. 3. CHAIRS OF STANDING C OMMITTEES Standing committees chairs elected in that capacity are to serve as Members of the Board of Directors, assist the Alumni Director and are listed as follows: a. Volunteer Support b. Development c. Recruitment d. Social e. Nominations 4. ALUMNI D IRECTOR. The Alumni Director shall be appointed by the Headmaster of SALTUSfor an indefinite term. The Director will assist the Association and Alumni Board in accomplishing the mission and purpose of the Association and will serve as a liaison between the Association and Saltus Grammar School. ARTICLE VII COMMITTEES 1. There shall be the following standing committees: a. Volunteer Support: This committee shall consist of a chair and representatives of the graduating classes of SALTUS ALUMNI ASSOCIATION(Class Agents) and representatives of geographic regions where alumni live This committee recruits and maintains contact with volunteers that represent alumni both chronologically and regionally and strategizes about ways to support and train volunteers.. b. Development: This committee shall help create the Case for Support by 4

6 alumni for the programs and projects at Saltus Grammar School, assures financial commitment from the Alumni Board for school development efforts and especially for projects important to alumni and assists with general solicitations of alumni. c. Admission: assists in the recruitment of children and grandchildren of alumni and plans ways of celebrating the presence of legacy families at Saltus Grammar School. Social: This committee assists in the planning and execution of alumni special events. d. Nominating Committee: This committee shall consist of seven (7) Members, each from a different graduating class. The Nominating Committee shall have charge of nominations for the officers, directors, Alumni Trustee and chairman of the standing committee of the Association and shall perform the duties hereinafter set forth in Article VIII. No member of the Nominating Committee shall be eligible for election to the Board of Directors during his or her term as member of the Nominating Committee. The committee shall prepare and send to the Members the annual slate of Board of Directors as provided in Article VIII. 2. A DDITIONAL AD HOC COMMITTEES may be established by the President as needed. Appointment of Standing Committee Members. EACH CHAIR OF A STANDING COMMITTEE SHALL APPOINT THE MEMBERS OF HIS OR HER OWN COMMITTEE, IF ANY, SUBJECT TO THE APPROVAL AND RATIFICATION OF THE BOARD OF DIRECTORS. ARTICLE VIII NOMINATIONS AND ELECTIONS 1. N OMINATIONS BY COMMITTEE The Nominating Committee shall nominate officers and committee chairs. The slate of the nominees shall be sent to the Members of the Association before the annual business meeting of the Association. 2. NOMINATIONS Nominations may also be made by Members from the floor at the annual business meeting of the Association. 3. CANDIDATES All candidates for election shall be Regular Members of the Association, and no candidate's name shall be presented without his or her consent. 4. VOTING A plurality of all votes cast shall constitute an election. 5. ELECTION R ESULTS Notices announcing the results of the election shall be promptly sent to the Board of Trustees of SALTUS ALUMNI ASSOCIATION and the Members ARTICLE IX RESIGNATIONS 1. RITTEN RESIGNATION Resignation of directors, officers, chairs, and committee members shall be in writing and take effect upon receipt by the Board of Directors. ARTICLE X REMOVAL OF DIRECTOR OR OFFICER Any director or officer elected or appointed may be removed from the Board of Directors whenever in its judgment the best interests of the Association would be served thereby. Such action may be taken at any regular or special meeting at which due notice of the proposed removal shall have been duly given to the directors. The

7 director or officer involved shall be given an opportunity to be present and heard at the meeting at which the removal is considered. ARTICLE XI AMENDMENTS The Bylaws may be amended by a majority vote of the Members present and voting at any meeting of the Association, provided notice of the proposed amendment has been sent to each member with the call to the meeting. ARTICLE XII PROCEDURE Roberts Rule of Order as last revised shall govern the proceedings of all meetings of the Association, the Board of Directors and all committees.

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