SASAA Non-Profit Corporate Bylaws
ARTICLE I: NAME
The name of this nonprofit corporation shall be the Stuttgart American Schools Alumni Association, Inc. (“SASAA” or the “Corporation”).
The principal office of the corporation in Tennessee shall be located in Henderson County, Tennessee. The Corporation may have other such offices, either within or without of the State of Tennessee, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
The Corporation shall have and continuously maintain in Tennessee a registered office, and a registered agent whose office is identical with such registered office, as required by the Tennessee Non-Profit Corporation Act. The registered office in Tennessee, and the address of the registered office may be, but need not be, identical with the principal office, and may be changed from time to time by the Board of Directors.
ARTICLE II: PURPOSES AND POWERS
SASAA, is a Tennessee nonprofit corporation and shall be operated exclusively as a membership organization for any student who attended, OR who is currently an alumnus of, OR a current or former faculty member/administrator of any United States Department of Defense administrated secondary school within the greater Stuttgart, Germany area. The Corporation shall serve as a way for alumni, faculty members, administrators and former students to remain connected.
The Corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do all lawful acts which may be necessary or convenient to affect its purposes, and to aid or assist other organizations or persons whose activities further accomplish, foster or attain such purposes. The powers of the Corporation may include, but not be limited to, the acceptance of contributions from the public and/or private sectors, whether financial or in-kind contributions. The affairs of the Corporation shall be managed by its Board of Directors. Directors (“Directors”) need not be residents of Tennessee.
2.03 Nonprofit Status and Exempt Activities Limitation
ARTICLE III: MEMBERSHIP
Membership may be granted to any alumnus, who attended, at any time, any United States Department of Defense administrated secondary school within the greater Stuttgart, Germany area. Membership may also be granted to any current or former faculty members or administrators who served at a United States Department of Defense administrated secondary school within the greater Stuttgart, Germany area
3.02 Election of Members
Eligible persons may be elected into membership in the Corporation upon making application to the Corporation’s Board of Directors (the “Board”) and being approved by the Board.
There shall be two-member classes available:
Full Member – which shall have full voting rights in the Corporation
Non-Voting Associate Member – which shall be recognized by the Corporation but not have voting rights
The Board may approve classes of non-voting affiliates (“Affiliates”) with rights, privileges and obligations established by the Board. An Affiliate may be individuals, businesses and other organizations that seek to support the mission of the Corporation. The Board, a designated committee of the Board, or any duly appointed Officer in accordance Board policy, shall have authority to admit any individual or organization as an Affiliate, to recognize representatives of Affiliates, and to make determinations as to Affiliates’ rights, privileges and obligations. At no time shall Affiliate information be shared with or sold to other organizations or groups without the Affiliate’s consent. At the discretion of the Board, Affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events and on the SASAA website. Affiliates have no voting rights and are not members of the Corporation.
Dues may be collected annually. If so, dues shall be payable on such date or dates as the Board shall determine. No member shall ever be entitled to a refund of his/her dues.
ARTICLE IV: BOARD OF DIRECTORS & OFFICERS
4.01 Number of Directors
SASAA shall have a Board of no less than 7 and no more than 13 voting Directors. The initial Board shall have 11 voting Directors. The Board may increase or decrease the number of Directors serving on the Board.
Officers (“Officers”) of the Corporation shall include:
4.03 Term of Office
Officers shall be elected by the membership for a three (3) year term. Each term begins with their election to office at the triannual reunion of SASAA. Officers may serve terms in succession, but shall not serve more than two terms consecutively.
Members of the Board will be appointed by the Officers for a three (3) year term. Members of the Board may serve terms in succession, but shall not serve more than two terms consecutively.
Unless otherwise set forth herein, all corporate and organizational powers of the Corporation shall be exercised by or under the authority and direction of the Board except as otherwise provided by law.
4.05 Duties & Meetings
The Board shall meet annually and/or at the call of any of the Officers to discuss the affairs of the Corporation and shall communicate with all members on an as-needed basis about the affairs of the Corporation via written, or electronic or social media channels as determined appropriate and lawful. The individuals holding the positions below shall be members of the Board:
To be eligible to serve as an Officer, a member of the Executive Committee or member of the Board, an individual must be eighteen (18) years of age and a Full Member of the Corporation.
The Board may fill vacancies due to the resignation, death or removal of a Director or Officer.
An Officer or Director may be removed by a two-thirds (2/3) vote of the Board if:
The Officer or Director is absent and unexcused from two or more meetings of the Board in a twelve-month period. The President is empowered to excuse Officers and Directors from attendance for a reason deemed adequate by the President. The President shall not have the power to excuse himself/herself from the Board meeting attendance and in that case, the Past President shall excuse the President; or
For cause or no cause, if before any meeting of the Board at which a vote on removal will be made, the Director or Officer in question is given electronic or written notification of the Board’s intention to discuss her/her case and is given the opportunity to be heard at a meeting of the Board.
Ten percent (10%) of the votes entitled to be cast on a matter by members entitled to vote must be represented at a meeting of members to constitute a quorum on that matter.
A majority of the Directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be considered by the Board at any meeting at which a quorum is not present.
Except as otherwise required by law or by the Charter, the act of the majority of the Directors’ present at a meeting at which a quorum is present shall be the act of the Board.
If there is a tie on a Board vote, the President shall have the power to swing the vote based on his/her discretion.
Except as required otherwise by law, the Charter, or these Bylaws, the Board may participate in a regular or special meeting through use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or telephonic conference call.
Directors and Officers may receive no compensation for carrying out their duties. The Board may adopt policies for reasonable reimbursement of Directors and Officers for expenses incurred in conjunction with carrying out Board responsibilities.
ARTICLE V: COMMITTEES
The Board may, by the resolution adopted by a majority of the Directors then in office, designate one or more committees, each consisting of at least 3 Directors to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution of the Board, shall have the authority of the Board, except that no committee, regardless of Board resolution may:
Take any final action on matters which require Board approval;
Fill vacancies on the Board;
Amend, Repeal or Adopt the Bylaws;
Appoint other committees; or
Expend Corporation funds without approval of the Board or approve any transaction to which the Corporation is a party, or one or more Directors have a material, financial interest.
5.02 Committee Meetings
Meetings and actions of the committees shall be governed by and held and taken in accordance with, the provision of Article IV of these Bylaws concerning meetings of the Directors.
5.03 Committees of the Corporation
The Corporation shall have at a minimum an:
Executive Committee comprised of elected Officers;
Finance Committee; and
Membership and Current Students Committee
5.04 Executive Committee
The SASAA shall have an Executive Committee (the “Executive Committee”), including the President, Vice-President, Past President, Treasurer and Secretary. To be eligible to serve on the Executive Committee, an individual must be eighteen (18) years of age and a Full Member of the Corporation.
ARTICLE VI: Contracts, Checks, Loans AND Indemnification
6.01 Contracts and Other writings
Except as otherwise provided by the resolution of the Board or Board policies, all contracts, deeds, leases, mortgages, grants and other agreements of the Corporation shall be executed on its behalf by the Treasurer or other persons to whom the Corporation has delegated authority to execute such documents in accordance with policies of the Board.
All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such Officer, Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depository as the Board or a designated committee of the Board may select.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board.
The Corporation shall indemnify any Director or Officer who was wholly successful, on the merits of otherwise, in the defense of any proceeding to which he or she was a party by reason of the fact that he or she was a Director or Officer of the Corporation, against reasonable expenses, (including attorney fees), incurred by him or her in connection with the proceeding.
The Corporation may, to the fullest extent permitted by law, indemnify each person who may serve or who has served at any time as a Director, Officer, employee, or agent of the Corporation, or who at the request of the Corporation may serve or at any time has served as a Director, Officer, employee, or agent, or in similar capacity with, another organization or any employee benefit plan, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he or she may have become involved by reason of his or her serving or having served in such capacity.
The indemnification provided for in this Section 6.02 shall not be available to any Director, Officer, employee or agent of the Corporation who by their own gross misconduct or willful misconduct is the cause of the need for indemnification.
ARTICLE VII: MISCELLANEOUS
7.01 Books and Records
The Corporation shall keep correct and complete books and records of the accounts and shall keep minutes of the proceedings of all meetings of its Board, a record of all actions taken and a record all actions taken by the Board, and a record of all actions taken by any delegated committee. In addition, the Corporation shall keep a copy of its Charter and Bylaws as amended.
7.02 Fiscal Year
The fiscal year of the Corporation shall be January 1 to December 31 of each year.
7.03 Conflict of Interest
The Board shall adopt and periodically review a conflict of interest policy to protect the Corporation’s interest when it is contemplating any transaction or arrangement which may benefit any Director, Officer, employee, or member of a committee with Board-delegated powers.
7.04 Nondiscrimination Policy
The Officers, Directors, committee members, employees and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin and sexual orientation. It is the policy of the SASAA not to discriminate based on race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
7.05 Bylaw Amendment
These Bylaws may be amended, altered, repealed or restated by a vote of the majority of the Board at a meeting of the Board provided:
That no amendment shall be made to the Bylaws which would cause the Corporation to cease to qualify as an exempt corporation under Section 501 (c)(7) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
That an amendment does not affect the voting rights of Directors and is ratified by a two-thirds (2/3) vote of a quorum of Directors at a Board meeting; and,
That the amendment is consistent with the Charter.
For your convenience, this is an online version of the bylaws as of March 19, 2019. Formatting may not be identical to the original.