BY-LAWS OF SCOTLANDVILLE HIGH SCHOOL HORNETS ALUMNI ASSOCIATION

BY-LAWS OF SCOTLANDVILLE HIGH SCHOOL HORNETS ALUMNI ASSOCIATION As approved and adopted December, 2000; Amended October, 2002; Revised 2008; Amended October, 2010; Amended July, 2012; Amended May, 2013; Amended December 2014. ARTICLE I NAME & DOMICILE Section 1: The name of the organization is Scotlandville High School Hornets Alumni Association. Section 2: The Association will maintain its principle place of operations in the Scotlandville community. The registered mailing address for the Association is Post Office Box 73024, Baton Rouge, Louisiana 70874. ARTICLE II ESTABLISHMENT The Association is founded by and for the alumni of Scotlandville Magnet High School (formerly known as Scotlandville Junior -Senior High School and Scotlandville High School) in Baton Rouge, Louisiana. The Association is established by the adoption of this Constitution and By-Laws by the initial members and Executive Board of the Association in August 3, 1999, and is subject to the provisions of the Articles of Incorporation, which legally established the Association. ARTICLE III TERM OF ASSOCIATION The Association shall continue to exist until such time as the members vote in favor of dissolution of the Association. ARTICLE IV PURPOSE & OBJECTIVES This organization is formed to provide needed services, assistance, skills and support systems to children and adults of the Scotlandville community. To fulfill the mission and purpose of this organization, its objectives will be to: Strengthen the ties and contacts between the high school and the alumni, Promote a spirit of alumni unity and camaraderie through communication, reunions, and social programs. Actively support student activities to supplement and diversify the educational experiences available at the high school and other public schools within the community, especially in supplementing funding for academic and athletic programs, and

2 Promote the identity and recognition of the high school both in the city and throughout the state. Promote general fellowship and community involvement within the greater Scotlandville community. ARTICLE V - RELATIONSHIP WITH SCOTLANDVILLE MAGNET HIGH SCHOOL In accordance with the stated purposes of the Association, the Executive Board and officers shall make all reasonable efforts to maintain good relations and communication with Scotlandville Magnet High School, its successors and its constituents. There shall be no financial relationship between the Association and the School, although the Association may periodically donate funds to the School and/or its students for various purposes. Section 1. Eligibility ARTICLE VI - MEMBERSHIP This organization is organized on a non-stock basis. There shall be no limit to the number of members in the Organization. All persons having attended Scotlandville Magnet High School (whether graduated or not) or taught at the school are eligible for membership in the Scotlandville High School Hornets Alumni Association. Membership in the Association is open to all eligible persons of any race, color, national origin, sex or disability. Eligible individuals become members of the Association by submitting an application for membership accompanied by the annual or life dues payment. Section 2. Term of Membership The term of annual membership runs from January 1st through December 31st of each year, the Association's fiscal year. Section 2. Membership Classes There shall be three classes of members of the Association - annual paying members, life members and honorary members. A. Annual paying members (Those persons who have paid dues within a given year) they shall have the right to vote. B. Life members (Persons who pay dues based on the life members fee scale) They shall have the right to vote. New or Annual Paying members may obtain a lifetime membership in the Association by paying a one-time fee as established by the Executive Board. C. Honorary members (Those persons of the community who are recognized by

3 The Association). Honorary lifetime membership may be conferred by the Executive Board upon any individual who has distinguished himself/herself by noteworthy contributions to the Scotlandville Community, the area schools and/or the Association. Honorary members may be recommended by any active member and approved by the Board of Directors. Honorary members will not pay dues and will receive all the privileges of regular members with the following exceptions: They may not vote; and they may not hold office. They have no voting privileges. Honorary members shall be elected as follows: A. Active members shall present in writing to the Board of Directors the names of candidates for the status of honorary membership. B. The Executive Board shall vote on the proposed candidate(s) at an Executive Board meeting. Upon acceptance by the Board, the candidate(s) shall be presented to the general membership for discussion and a vote. A majority of the voting members present shall rule. C. Honorary members may be inducted into the Association at any regular or special general meeting called for that purpose. D. Decisions of the Board and vote of the membership shall be final. Section 3. Dues The Association shall collect dues from each eligible individual as a requirement for membership. Annual dues for membership in the Association shall be assessed at twenty-five (25) dollars per calendar year. The purpose of these dues is to support the activities of the Association, including communications with alumni and special events. Dues will not be prorated, except if a new member joins between October and December, then he/she will be eligible for membership through December 31 st of the following year. Annual dues shall be in effect from January 1 to December 31 of the calendar year. Life Membership is accessed as indicated herein: 49Years old & under $250 50 Years old-55 $225 56 Years old-60 $200 61 Years old-65 $175 66 Years old+ $150 Section 4. Right and Privileges Only active members shall be eligible to serve in the elective and appointive positions of the Association and may serve in any other capacity in the

4 Association except as might otherwise be provided by these Bylaws. An active member shall mean any member of the Association who has paid his current annual dues to the Association. Each member is entitled to one vote on each matter submitted to the membership for vote. Voting at duly held meetings shall be by voice vote. Elections held for filling officer positions and vacancies on the Executive Board shall be by ballot vote. Every active member of the Association has the absolute right at any reasonable time to inspect all books, records, documents, and accounts of the Association of every kind and to inspect the physical properties of the Association. All rights of members of the Association shall cease upon termination of membership. Section 5. Membership Roster The Association shall maintain a roster of members in the Association along with the current address, phone number, e-mail address and business affiliation for networking purposes. Termination of membership of any members shall be recorded in the roster. Such book shall be kept secure with the Secretary of the Association and shall be available for inspection by any active member of the Association during any reasonable time. The membership roster of the Association shall not be used, in whole or in part, by any person or persons for purposes not related to the Association and for those purposes not in the best interest of the Association. Permission to use such membership roster must be issued in writing by the Executive Board of the Association. Permission to use the membership roster, if granted, is for a specific time limit that must be stated in the permission letter. Section 6. Membership Termination. Membership in the Association will terminate upon failure to pay annual dues. Any member who has not paid dues by January 31 st of a given year will be considered a non-active member and will not have voting privileges, until their dues are paid. Section 7. Revocation of Membership. All Association members in carrying out Association business are expected to conduct themselves at all times in accordance with Association policies and procedures, and local, state, and federal laws and regulations. The Association

5 reserves the right to revoke membership of any Association member who does not so comply. Section 1. Regular Meetings ARTICLE VII - MEETINGS OF MEMBERS Regular meetings of the Association shall be held on the first Tuesday of each month, unless otherwise changed or rescheduled by the President. Section 2. Annual Meetings The annual meeting of the membership of the Association shall be held each year in the month of December, the specific date to be set by the Executive Board. The annual meeting shall be composed of all Active members. The president shall chair the annual meeting. Section 3. Special Meetings Special meetings of the members may be called at any time by the President or at the request of the Executive Board. Members shall be called by the president or the secretary, provided a majority (50% plus one member) of the members are polled and a favorable vote is granted. Section 4. Parliamentary Authority Robert s Rules of Order, Newly Revised, in the latest edition, shall govern the Association and the Executive Board in all matters to which it can be applied and in which it is not in conflict with the Articles of Incorporation, these Bylaws, and the laws of the United States and the State of Louisiana. Section 6. Quorum One-eight (1/8) of the membership shall constitute a quorum. Section 7. Regular Meeting Agenda Call to Order Devotion /Prayer Acceptance of Agenda Roll Call Minutes of Previous meeting(s) Correspondence Treasurer Report Committee reports Old business

6 New business Other Adjournment Prayer/Alma Mater Section 1. Governance ARTICLE VIII - EXECUTIVE BOARD The affairs, activities, and operation of the Association shall be managed by the Executive Board. The Executive Board shall transact all necessary business during the intervals between the meetings of the membership, and such other business as may be referred to it by the membership or these Bylaws. It may create Standing and Special Committees and approve the plans and work of standing and special committees. The Executive Board will present reports of all work completed. The President shall serve as Chairman of the Executive Board. Section 2. Meetings The Executive Board shall meet during the months of March, June, September and November (the annual meeting.) All meetings of the Executive Board are open to the general membership. Section 3. Special Meetings A special meeting of urgency for the Executive Board may be called by the president. If necessary, a poll of the majority (50% plus one member) of the Executive Board may be taken by phone by the president or secretary, if appointed by the president. Section 4. Members The Executive Board of Directors shall be members of the Association and consist of the Immediate Past President and twenty (20) members who will be elected by the body (12 members elected from the Association, 8 elected officers and the Immediate Past President). All Board members shall be paid-up members by the end of the first month of the year. Section 5. Duties and Powers The Executive Board shall have the authority to act on all Association matters of policy implementation and programs, with the membership giving final approval. Section 6. Quorum

7 A plurality (the presence of fifty percent (50%) plus 1 member) of the members of the Executive Board shall constitute a quorum which shall be necessary to conduct a meeting of the Executive Board. Section 7. Vacancies In the event a vacancy is created on the Executive Board, such vacancy shall be filled by the election of an active member of the Association by the remaining members of the Executive Board. Any Executive Board member that fails to attend (without acceptable excuse) at least one half of the scheduled meetings shall be considered as having resigned their office without giving notice. A letter shall be sent to such officer notifying him/her of his/her removal. Such office shall be deemed vacant and the Executive Board shall appoint another member of the Association as replacement until the next election is held. It is the responsibility for all Board members to contact the President or Vice President within a minimum of 24 hours, via telephone or email, if they are unable to attend a regularly scheduled meeting. Section 8. Term of Office Executive Board members shall be elected to serve a term of two (2) years. ARTICLE IX - OFFICERS The officers shall be President, Immediate Past President, Vice President, Secretary, Corresponding secretary, Financial Secretary, Treasurer, Chaplin and Sergeant at Arms. All officers are elected to serve a term of two (2) years. All officers who will be elected at the annual meeting shall assume their duties in the first month of the following year. An out- going officer MAY run for another office other than his/her current office. All officers shall be elected by written ballot. Note: The office of Immediate Past President is not an elected office Any officer that fails to attend (without an acceptable excuse) at least one third of the scheduled meetings shall be considered as having resigned their office without giving notice. A letter shall be sent to such officer notifying him/her of his/her removal. Such office shall be deemed vacant and the Executive Board shall appoint another member of the Association as replacement until the next election is held. It is the responsibility for all officers to contact the President or Vice President within a minimum of 24 hours, via telephone or email, if they are unable to attend a regularly scheduled meeting.

8 Vacancy: In the event of the death, resignation or total incapacitation of an officer, there should be an immediate election to replace that officer. Section 1. President Shall preside in all meetings of the Association except the election of officers at the Annual Meeting; have the power to sign checks or instrument of indebtedness authorized by the Board; see that all matters requiring Board action are presented at the appropriate meetings; and shall perform such other duties as may be prescribed by the Board. The power of the President is subject to the general advice and consent of the Executive Board. Section 2. Vice President Shall assist the President in any way requested or needed; shall preside at meetings in the President s absence; shall have power in the event of the absence of the President to act, to do all things which the President could or might do if the President were in fact acting. Section 3. Immediate Past President The duties will include, but not be limited to, performing duties as the Executive Board may prescribe, serving as an advisor to the sitting president, speaking at Alumni functions and special events as requested by the President and/or the Executive Board and serving as a member of the Executive Board. The term of office of the Immediate Past President shall be two years. Section 4. Secretary Shall record the minutes of all meetings; shall execute all required certifications of the Association s actions; shall see that all notices are duly given in accordance with the By-laws; shall perform such other duties as are normal to the Office of Secretary or any other duties which may be assigned to him or her by the President of the Association. The Secretary shall take the roll at all meetings. Section 5. Corresponding Secretary Shall be responsible for all written correspondence to the Association; shall make regular visits to the Post Office to receive, read and properly direct and distribute mail in a timely manner; and shall be responsible for the maintenance of the postal box.

9 Section 6. Financial Secretary Shall be responsible for keeping and maintaining accurate records of monies collected from dues, activities, fund-raisers and donations. Section 7. Treasurer Shall serve on the Finance Committee; shall have custody of all funds, books, and records of the association; shall receive and disburse receipts for monies due and payable to the Association in such depositories as shall be selected by the Executive Board; shall countersign all properly authorized checks, receipts, notes or other instruments involved in the financial affairs of the Association; and in general shall perform all the duties normal to the office of the Treasurer and such other duties as from time to time may be assigned to by the President. Section 8. Chaplin Shall open and close each meeting with the appropriate ceremony and shall be responsible for this service at all other meetings when such is required. Section 9. Sergeant at Arms/Parliamentarian Shall assist the presiding officer in maintaining decorum and in enforcing the rules relative to privileges in meetings, in compliance with Robert s Rules of Order, Newly Revised, in the latest edition. The Sergeant at Arms/Parliamentarian shall keep meetings clear of unauthorized persons. ARTICLE X - STANDING COMMITTEES Each committee chairperson shall review the policies and procedures of the committee with the committee members and insure that all activities of the committee are in compliance with the By-laws. The Standing Committees shall adhere to the by-laws. The Board will review Standing Committee member s participation each year. IF A BUDGET IS REQUIRED, each committee shall submit an operating budget, one month after the annual meeting, for approval by the Finance Committee after the acceptance of their program. If a budget is not submitted during the allocated time, the program will be eliminated for the coming year. Each program shall be evaluated, with an attached final budget, after its completion to determine the success of that program. A copy of each report and budget shall be submitted to the secretary to be filed as

10 a part of the Association s records. Unless otherwise specified herein, each committee shall consist of a Chairperson who is appointed by the President and the other members are either volunteers and/or are appointed by the Chairperson. Section 1. Nominating Committee The Nominating Committee shall consist of a Chairperson who is appointed by the President and the other members are either volunteers or are selected by the Chairman. The chairman of the nominating committee shall preside over the election of officers. The chairman shall begin announcing the election of officers during the months of October and November. The committee shall prepare a slate of officers and board members, on a ballot, that will be presented to the members during the annual meeting and a space will be provided for any additional members that are nominated from the floor. Elections will be conducted, every two (2) years. The committee shall put in place a process to certify all voting members. Section 2. Finance Committee The Finance Committee shall supervise the financial affairs of the Association and advice and make recommendations to the Executive Board and the membership concerning the financial affairs of the Association including preparation of budget and annual plans. The Finance Committee shall be composed of the President, Vice-President, Financial Secretary, Treasurer and two appointed persons by the president. Section 3. Membership Committee The Membership Committee will perform and/or oversee the responsibilities regarding the Association s membership including, but not limited, to keeping the directory updated and distributed, assisting in attracting new members through materials and personal contact, retaining current members, and conducting membership drives. Section 4. Fund Raising Committee To lead the Executive Board and membership in efforts that attract money and services needed to carry out the mission of the Association. This committee may be divided into sub-committees that work together to achieve this goal.

11 Section 5. Public Relations Committee The primary purpose of this committee is to develop and assist in the implementation of a marketing plan to inform the public about the Association and promote its service projects and activities. It shall also provide opportunities such as networking and information exchange among other organizations and within the community. This Committee will be involved with all other committees. Section 6. By-Laws Committee The By-laws Committee shall be responsible for studying the suitability of drafting amendments to the Association s By-laws as deemed necessary by the Executive Board and/or the full membership. This committee shall ensure that the By-laws reflect the current structure, standards of practice and operations of the Association and that the By-laws are contemporary and relevant to members. The committee shall conduct an annual review of the By-Laws. Section 7. School Board Watcher Committee The primary duty of the Board Watchers is to regularly observe the proceedings and conduct of the East Baton Rouge School Board meetings, especially those actions pertaining to the district comprising the Scotlandville community schools and reporting such actions to the general membership for informational purposes and action or advocacy as private citizens. ARTICLE XI - SPECIAL COMMITTEES The Executive Board may create such special committees as shall be necessary to carry on the affairs of the Association. The President shall have the power to appoint the Chairperson and his/her charge as necessary to conduct the operation of the Association. Once a Special Committee has completed its charge, the committee shall be dissolved. ARTICLE XII. TERMINATION OF MEMBERSHIP/BOARD MEMBERS Section 1. Officer/Board Member Any officer or board member may be removed for dishonesty, corruption in office, violation of the By-laws, misuse of funds or a lack of participation in activities of the association. Any violations must be brought before the Board for review.

12 Section 2. Vote to terminate A two-thirds vote of the Board members is required to terminate a membership. Section 1. Fiscal year ARTICLE XIII: FISCAL POLICY The fiscal year of the Association shall be from January 1 through December 31. Section 2. Dues. Dues are due in January of each year and are considered delinquent if not paid by January 31. Failure to pay the annual dues will terminate membership in the Association. Section 3. Allocation and Expenditure of Funds Funds for furthering the purposes of the Association as set forth in Article IV hereof shall be derived from membership dues, donations, and contributions (solicited and unsolicited), and occasional fund-raising activities. All dues will be deposited in a general fund account and may be used to pay any or all expenses incurred by the Association. Conversely, contributions received by the Association for scholarships, while they may be deposited in the general fund account, shall be appropriated and used only to fund scholarship(s). Section 4. Compensation. Executive Board Members, Officers, Committee Members and general members shall receive no compensation for their services. Compensation for expenses will be made only if the expenditures were previously authorized and/or contained in the Association s Budget Plan and recommended by the Executive Board and/or approved by vote of the membership. Section 5. Control. The President and 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 Vice President may sign in the Treasurer's place.

13 Section 6... Deposits. All funds of the Association shall be promptly deposited to the credit of the Association in banks, trust companies or other depositories as the Association shall select and approve. Any and all checks issued against the Association s funds/account(s) shall be signed by the Treasurer, President or Vice-President. All checks must carry two of the three authorized officers signatures to be valid. Section 7. Debts No debts shall be incurred, nor shall any member of the Association enter into any financial agreement on behalf of the Association, without the written approval of the Executive Board and/or the membership. Section 8. Annual Budget A budget and annual plan will be presented for approval at the first executive board meeting for the fiscal year. Section 9. Requests for Financial Support At various times, the Association may be presented with requests from various programs, student groups, associations and/or clubs for funds. These requests must be made in writing with a minimum of information to include: 1. Reason for request 2. Amount of funds requested 3. Other sources of funding for the project. These requests will be presented to the Finance Committee. The committee will present its recommendation to the Association at a regular business meeting. The Association will vote on each request. Section 10. Annual Audit The Executive Board shall arrange for an annual audit of financial records and accounts. The results of the audit will be reported at the next membership meeting following completion of the audit.

14 Section 1. Book and Record. ARTICLE XIV - REPORTS AND RECORDS The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its member meetings, Executive Board of directors meetings, proceedings of committees having and exercising any of the authority of the Executive Board, and addresses of the members entitled to vote. The Executive Board shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law are regularly and properly kept. All records and other materials produced or received by an elected or appointed officer or person assigned to the work of a standing or special committee shall become the property of the Association. Every member of the Association at any reasonable time has the right to inspect all books, records, or minutes of proceedings, upon written demand to the Association by the member, for the purpose reasonably related to such person's interest as a member. Any inspection under any provision of this Article must be made in person. Each committee should come before the Executive board to submit a report of their activity before it is made to the membership. A final report of each activity (after the activity is over) should be made to the membership and a written copy of that report should be submitted to the secretary to be filed as a part of the Association s records. ARTICLE XV - ASSOCIATION LOGO AND CORPORATE SEAL The Executive Board may adopt, use, and with membership approval, alter an Association logo and/or corporate seal. Section 1. Association Logo The Association logo shall be circular in form - a center disc, within a circle. There shall be an inner circle and an outer circle and between said circles at the top shall be the words "Scotlandville High School Hornets and at the bottom of same circle shall be the words Alumni Association. In the interior or center of the circle shall be the figure of a fighting hornet. Above the figure of the fighting hornet shall be the word Incorporated and below the figure shall be the numerals 1999. A facsimile of said logo showing the configuration, words and figure thereof is as follows:

15 Section 2. Corporate Seal The corporate seal of the Association shall be used for official communications, documents and other written instruments. Failure to affix the seal to Association instruments, however, shall not affect the validity of any such instruments. Such seal shall be kept secure with an officer of the Association. The corporate seal of the Association shall be circular in form - a center disc, within a circle - and shall be so constructed as to impress the same upon paper by pressure. There shall be an inner circle and an outer circle and between said circles at the top shall be the words "Scotlandville High School Hornets and at the bottom of same circle shall be the words Alumni Association. In the interior or center of the circle shall be the figure of an S. Above the figure S shall be the word Incorporated and below the figure S shall be the numerals 1999. A facsimile of said seal showing the configuration, words and figure thereof is as follows: Section 3. Improper Use of Seal No person shall fraudulently forge, deface, corrupt, or counterfeit the seal of the Association, nor shall any person, other than the duly authorized officers, make use of said seal. ARTICLE XVI - TERM AND DISSOLUTION Section 2. Approval of Dissolution The Executive Board must approve a motion to dissolve the Association by a three-fourths majority vote and then send the approved motion to the membership

16 for ratification. Dissolution will be approved if three-fourths of the members voting on the issue vote in favor of the motion. Section 3. Allocation of Remaining Assets Upon the dissolution or winding up of the Association, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Association, may be distributed to Scotlandville Magnet High School and/or such other organization(s) organized and operated exclusively for charitable purposes which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code or successor provision thereto or to any Association or Associations that the Executive Board determines to be consistent with the Association s purpose as set for in Article II above and with applicable provisions of law. ARTICLE XVII AMENDMENT TO BY-LAWS Section 1. These By-laws may be altered, amended or repealed, in whole or in part, and new By-laws may be adopted upon resolution by a majority of voting eligible members at an organized meeting of the Association, provided that notice of intention as to that specific purpose had been properly communicated to the membership at least seven days prior to the meeting. Section 2. Certification The original or a copy of the By-laws as amended or otherwise altered to date, certified by the Secretary and President of the Association, shall be recorded and kept in a book which shall be kept at the principal office of the Association. CERTIFICATION OF DOCUMENT I, the undersigned, do hereby certify under penalty of perjury: 1) That I am the duly elected and acting Secretary of the Scotlandville High School Hornets Alumni Association, a Louisiana nonprofit corporation; 2) That I am the duly elected and acting President of the Scotlandville High School Hornets Alumni Association, a Louisiana nonprofit corporation; and 3) That the foregoing By-laws comprised of 17 pages, including this page, constitutes the By-laws of said Association as duly adopted at a meeting of the Board of Directors thereof duly held on the day of, 2010.

17 IN WITNESS WHEREOF, I have hereunto subscribed my name on this day of. Secretary on this day of. President