Adopted: April 24, 2006
Amended Sept. 22, 2007

ARTICLE I : NAME

The name of this organization shall be “Kaiser High School Alumni Association, ” herein after referred to as the “Association.”

ARTICLE II : DEFINITIONS

As used in these bylaws, these terms are defined as follows:

A. “Association” shall mean the Kaiser High School Alumni Association (herein: KHSAA).

B. “School” shall mean Henry J. Kaiser High School (herein: KHS).

C. “Principal” shall mean the Principal of KHS.

D. “President” shall mean the president of KHSAA.

E. “Member” shall be any bona fide member of KHSAA as confirmed in accordance with these bylaws.

F. “Alumni” shall mean the collective former students of KHS.

G. “Community” shall mean the residential and commercial entities within the KHS geographic boundaries.

H. “Officers” shall mean the elected officers of the KHSAA.

I. “Director” shall mean the elected officers of KHSAA, and members appointed to the Board.

ARTICLE III : PURPOSES

The purposes of the KHSAA shall be consistent with applicable State statutes, Board of Education and Department of Education and school policies and guidelines. Therefore, the purposes of the KHSAA shall be:

A. To develop and maintain an association that supports the educational mission of KHS.

B. To afford all former students of KHS with an active organization through which they are able to contribute to the educational mission of KHS, and remain connected to the school as well as to fellow alumnus.

C. To help develop and instill pride in KHS, its students and in the community of Hawaii Kai.

ARTICLE IV : MEMBERSHIP

A. Members shall be any former student of KHS.

B. Membership in the association shall be affirmed by the board upon receipt of twenty dollars ($20.00) life membership dues. Members 21 and under shall be affirmed by the board upon the receipt of five dollars ($5.00) life membership dues. Notification of membership shall be in writing from the Membership Committee.

C. Honorary Membership. Honorary Membership may be granted to any former student of KHS who has passed away before becoming a member of KHSAA. Such Honorary membership may be granted only by a two-third majority vote of the Board of Directors present and voting at any regular or special meeting.

ARTICLE V : ELECTIONS OF OFFICERS

B. A nominating committee of three (3) members appointed by the president shall present a slate of nominees for each office at the association’s election meeting held in June of each year or, at any special meeting of the members held for that purpose; at which time further nominations could be made from the floor. Directors shall be elected by the members by mail-in ballot or electronic vote.

C. All candidates shall be bona fide members of the association. The slate of candidates shall be posted.

D. The election of officers shall be conducted by mail-in ballot or electronic ballot. Only official ballots post-marked or received electronically on or before July 31st shall be counted in the election.

E. The ballots shall be counted by the election committee who shall also validate the election.

ARTICLE VI : OFFICERS

1. The officers shall constitute the board of the association and shall have the following authority:

(a) Control and management of the affairs and property of the association.
(b) Determine and govern matters of finance, decorum, and direction of the association.
(c) Have final decision on all matters concerning and affecting the association.

2. The board shall not have the authority to make policy decisions nor unilateral decisions affecting the entire membership such as major expenditure of funds in excess of $10,000, and dissolution. Such decisions shall require approval by the membership.

B. Term of Office: The officers of the association, except the president, shall be elected each year prior to the August meeting and serve from August following the election until replaced.

C. Vacancies: Any vacancy occurring in the Board to be filled by reason of increase in the number of directors may be filled by affirmative vote of a majority of the remaining directors, through less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office.

D. Resignation: Any officer may resign at any time by delivering written notice to the President or President-elect. A resignation shall be effective when delivered unless the notice specifies a later effective date.

E. Removal: Any director may be removed from office with or without cause by the affirmative vote of a majority of the members entitled to vote at any meeting called for such purpose. In case any vacancy so created is not filled by the members at such meeting, such vacancy may be filled by the Board of Directors.

F. Duties: The duties of the officers shall be as follows:

1. President:

(a) Preside at all meetings and sign letters, plans, reports, and other official KHSAA documents and communications on behalf of the association.
(b) Prepare an agenda for each meeting.
(c) Appoint the chair and members of all standing and special committees.
(d) Interpret the policies and decisions of the association in the absence of such interpretation(s), provided the president shall inform the association of this at its next meeting.
(e) Act on behalf of the association when a meeting or special meeting cannot be convened, provided that the president attempts to consult with the President Elect and as many officers so as to not detract from the Board’s authority.

2. President Elect:

(a) Assume the duties of the president in the absence of the president.
(b) Perform such other duties as may be assigned by the president.
(c) Chair a standing committee.
(d) Shall succeed president

3. Recording Secretary

(a) Prepare the minutes of all meetings of the association in a timely manner and make the approved minutes widely available and on the association’s website.
(b) Post the notice and agenda of meetings.
(c) Perform such other duties as assigned by the president.

4. Corresponding Secretary

(a) Maintain communication with the membership.
(b) Send out notices and correspondence from the association.
(c) Take minutes in the absence of the recording secretary.
(d) Perform such other duties as assigned by the president.

5. Treasurer

(a) Receive all funds accrued by the association and deposits funds in accordance with board instructions.
(b) Maintain an accurate account of receipts and any disbursements of association funds. Prepares checks to be co-signed with authorized signers.
(c) Ensures that all financial reports are submitted in accordance with statute or board mandate.
(d) Submits association funds and financial records to an annual audit.

G. The officers shall meet as often as necessary to ensure that the operations and affairs of the association are properly maintained and addressed.

ARTICLE VII : DISBURSEMENTS AND CONTRIBUTIONS

A. Disbursements. Disbursements of the funds of the Association for the purposes for which it is organized shall be made by the Board of Directors in its discretion up to Ten Thousand Dollars ($10,000.00). Disbursement in excess of $10,000.00 and dissolution shall require approval by the membership.

B. Limitations on Disbursements: The Board of Directors shall not make any disbursements or contributions of the funds or assets of the Association to or for the benefit, directly or indirectly, of any member, director or officer of the Association, except for reasonable payments for services actually rendered or other value received by the Association.

C. Execution of Instruments: All checks and other orders for the payment of money, drafts, notes, bonds, acceptances, contracts and all other instruments, except as otherwise provided in these Bylaws, shall be signed by such person or persons as shall be provided by general or special resolution of the Board of Directors, and in the absence of any provision in these Bylaws or any such general or special resolution applicable to any such instrument, then such instrument shall be signed by a minimum of two of the following Officers: President, President-Elect, the Treasurer or either Secretary.

D. Unless authorized by the Board of Directors, no officer, agent, or employee of the Association shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

ARTICLE VIII : COMMITTEES

A. The association may establish standing committees as deemed necessary. The chairperson and members of such committees shall be appointed by the president.

B. The president shall serve as ex officio member of all committees except the nominating committee.

C. Standing Committees

1. Membership. This committee shall be responsible for recruiting new members and maintaining the membership rosters. . In addition, each year, this committee will make a concerted effort to contact a representative from each class who is having a reunion in the current year and request that someone from KHSAA be allowed to attend the reunion to encourage membership.

2. Fundraising. This committee shall plan and organize fund raising events.

3. Communication. This committee shall be responsible to maintain and disseminate information to the membership.

D. The president may appoint special committees as deemed necessary.

ARTICLE IX : DUTIES OF MEMBERS

B. Members shall conduct association business through proper channels and not act unilaterally without the permission of the president and board. Members are not to deal directly with school personnel without the prior knowledge and consent of the principal of the school and board and must work through proper channels.

C. No member shall speak for nor represent the association aside from the president or the president’s designee(s).

D. No member shall represent the association without proper authority.

ARTICLE X : MEETINGS

B. Election Meeting: The meeting to receive the slate of nominees shall be in June of each year.

C. Special Meetings: Special meetings may be called by the president or by a majority of the board.

D. Quorum: A minimum of 3 members present shall constitute a quorum.

E. A majority vote of the Board shall be necessary to render decisions.

F. There shall be voting by proxy.

G. Conducting of Meetings

1. All regular and special meetings of the association shall be conducted using Robert’s Rules of Order.
2. The president shall have the prerogative of removing any individual(s) whose sole purpose, at any given point, appears to be to disrupt the meeting.

ARTICLE XI : AMENDMENTS

These bylaws may be amended by two-thirds (2/3) vote of 15 or more members present at a regular meeting of the association. The proposed amendments must have been placed on the association’s website at least 2 weeks prior to the decision-making meeting.

ARTICLE XII : CONFLICTS OF INTEREST

Members of the board serve at the will of the membership and therefore have an obligation to conduct all affairs of the association in a manner consistent with this principle. All decisions of the board are to be made solely on the basis of a desire to promote the best interests of the association and KHS. Consequently, in the event the board considers any matter for the association which also involves a board member’s family or member(s) of the household, an organization with which he or she is directly affiliated, or should a member of the board stand to personally benefit, a potential conflict of interest may exist.

At the first knowledge of a potential conflict or appearance of a conflict of interest, the board member shall disclose this interest or involvement to the president and board. The president shall recommend to the board whether the member should be allowed to participate or be recused from the meeting during the consideration of the matter of interest.

Members who willfully fail to disclose a conflict of interest and who engage in the consideration process of the matter of interest shall be disciplined and/or sanctioned in accordance with Article XIII.

ARTICLE XIII : CONDUCT OF MEMBERS

Conduct and behavior that only serves a personal agenda, maliciously intended, or brings embarrassment to the association and/or school have no place within the association and must not be tolerated. Therefore the association shall impose the following disciplinary process among its members:

A. The board shall hold a special meeting in executive session to discuss any acts of misconduct relative to the association.

B. Willfully failing to disclose a conflict of interest shall constitute misconduct.

C. The board shall decide on appropriate disciplinary measures and sanctions to include barring of members from the association.

D. The subject member shall be given the opportunity to due process.

ARTICLE XIV : DISSOLUTION OF THE ASSOCIATION

In the event of the dissolution or liquidation of the Association, the Board of Directors shall donate any assets then owned by the Association to the School or an organization which supports the School and which satisfies Section 501(c)(3) of the Internal Revenue Code. If the School no longer exists, the Board of Directors shall designate an educational institution which satisfies the definition contained in Section 501(c)(3) of the Internal Revenue Code of an exempt educational institution to receive said assets.

ARTICLE XV : SEVERABILITY

If any provision of these bylaws or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of these bylaws which can be given effect without the invalid provision or application, and to this end the provisions of these bylaws are declared to be severable.