Bylaws of the
Whitehall-Yearling Alumni Association
Whitehall, Ohio
Adopted June 15, 2023

ARTICLE I

ORGANIZATION

Sections

I-1     Name
               The name of this organization is Whitehall-Yearling Alumni Association (WYAA)

I-2     Location

               The post office address of WYAA is:  625 South Yearling Road, Whitehall Ohio 43213

I-3     Statement of Purposes and Goals

The purpose and goals of the WYAA is to increase the engagement and facilitate Whitehall-Yearling High School (WYHS) alumni friendships, relationships, and partnerships.  WYAA provides social events, a website, scholarships, and alumni honors in its efforts to renew friendships; enables and establishes new relationships with the Whitehall City Schools (WCS) administrators, faculty, and its students; and provides the opportunity for new partnerships with alumni, the Whitehall Education Foundation, and the City of Whitehall’s community and local businesses.

I-4     Nondiscrimination Statement

WYAA and/or its duly authorized agents and bodies shall not discriminate against any individual or group for reasons of race, color, creed, sex, age, culture, national origin, religion, marital status, sexual preference, or physical capability.

I-5     Campaigning Statement

No part of the activities of the WYAA shall be devoted to propaganda, and or otherwise attempt to influence legislation.  WYAA shall not participate in or intervene in any political campaign on behalf of any candidate for public office.  

I-6  Restrictions
                       No part of the assets of the WYAA shall inure to the benefit of, or be distributed to its members, or other private persons.

I-7 Princpals
           The principals of the WYAA shall include but not limited to the following to:  

• Plan events and opportunities to honor and recognize alumni while creating a Ram Pridelegacy for Whitehall City Schools (WCS); 
• Award alumni and student scholarships for post-graduate studies and/or careers; 
• Administer WYAA’S website www.wyhsalumni.org to provide a vehicle where classmates and alumni can reconnect;
• Communicate and/or plan: alumni events; honor veterans; memorialize deceased alumni; and class reunions;
• Facilitate engagement and communication between alumni and WCS’s faculty and students to bring knowledge, encouragement, and inspiration to future graduates;  
• Leverage alumni and community resources to support educational and community projects; 
• Support and provide post-high school career awareness through annual career fairs; 
• Improve communication and support between alumni, WCS & the Whitehall community.

 

I-8     Statements

            The Whitehall-Yearling Alumni Association (WYAA)

WYAA was established to create a Ram Pride legacy for WYHS alumni and students.  WYAA is an organization that helps alumni reconnect with classmates and create new friendships across decades and generations.  WYAA supports the future careers with annual scholarships to alumni and graduating students.  WYAA honors distinguished alumni for their outstanding accomplishments while students at WYHS and after graduation.  As of June 2023, there are 1,160 registered WYHS alumni members.  

WYAA became an IRC 501(c)(3) tax-exempt organization and an IRSC 509(a)(2) public charity on May 1, 2023.  WYAA was certified as a nonprofit corporation in the State of Ohio on March 16, 2023.  All contributions to WYAA will receive the maximum tax deduction allowed by law.

WYAA’s corporate body shall have the authority to exercise the general rights, privileges, and powers it may need to accomplish the purpose for which it was formed, as granted by the laws of the State of Ohio.

 

ARTICLE II

 

COMPOSITION OF THE WYAA BOARD OF REPRESENTATIVES

Sections   

II-1    General Powers

The Board of Representatives (Board) shall manage the businesses and the affairs of the WYAA.

II-2    Appointment

WYAA’s Board is comprised of an alumnus of each WYHS decade, 1959 to the present.  Each Representative will be appointed and/or elected by a simple majority of the Board at a meeting at which a quorum is present.  

II-3    Composition

The Board shall be composed of not less than five (5) members plus two (2) members from the WYHS faculty or WCS administration who may serve in ex-officio capacities. 

WYAA’s Board encouraged to include representatives from any WCS faculty or alumnus or an employee of WCS.

II-4    Term

The WYAA Board and ex officio members serve at the pleasure of the Board with a minimum of three (3) and maximum of ten (10) years of service.  

II-5    Ex Officio Members

Ex officio members shall be entitled to notice of meetings and related business, to be present in person or via telecommunications to present matters of consideration and take part in consideration of any business by the Board at any meeting but shall not be counted for purposes of voting in any way for purpose of authorizing any act or transaction of business by the Board.  

II-6    Emeritus Members

The Board may appoint one or more persons as Emeritus Members.  The appointment shall be for life, unless otherwise provided in the appointment by the Board.  Emeritus Members may be invited to attend board meetings and take part in consideration of any business, but they shall not be counted for purposes of a quorum nor purposes of voting.  

 

ARTICLE III

OFFICERS AND DUTIES

Sections

III-1   Officers

The officers of the Board shall include a Chairperson (President), a Treasurer, a Secretary and Alumni Representatives from decades of 1960, 1970, 1980, 1990, 2000, 2010 and a Veterans Representative.  In the event of a vacancy, the Board of Representatives will appoint a successor. 

III-2   Tenure of Office

Officers of the Board shall serve a minimum of three (3) years and a maximum of ten (10) years. Any officer may be removed with or without cause, by a majority vote of the authorized number of members of the Board.

III-3   President - Chairperson

Shall direct, with concurrence of the Board, the overall policy of the WYAA.  Shall preside at all Board meetings.  Shall provide leadership to the Board and its committees, work closely with other officers in carrying out approved programs, policies, and maintain communications to ensure the attainment of WYAA’s goals and mission.  Shall establish, with Board approval, any committees, agents, and groups necessary.  Shall be an ex officio member of all committees.  Shall notify each Board member of all Board meetings. 

III-4   Treasurer

Shall be chief custodian of WYAA funds.  Shall oversee all fundraising and will report directly to the Board.  Shall issue checks and sign checks to cover all bills and expenses approved by the Board or incurred within the personal limitations of a designated representative.  Shall submit to the board or any member, upon request, a written financial statement covering all transactions during the year.  Shall act for, and with the authority of the President, in their absence.

III-5   Secretary

Shall keep an accurate account of all official actions and proceedings of the Board and take or cause to be taken minutes all meetings of the Board’s meetings and distribute copies to all Board members.  Shall be the custodian of all meeting notes, records, and reports of the Board.  Shall maintain and supply the Board a roster of current members.

III-6   WYHS Alumni Representatives

Shall represent a diverse and multi-generational composition of WYHS alumni, thus ensuring that ideas and all alumni are considered while considering WYAA events, communications, fundraisers, and various programs.  Shall be a liaison to alumni from various graduating decades i.e. 1960, 70, 80, etc. and WYHS US military veterans; Shall support the programs, growth and impact of WYAA’S mission and goals.  

 

Article IV

MEETINGS OF THE BOARD OF REPRESENTATIVES

Sections

IV-1   Time and Location

Meetings may be held at any time and place convenient to the Board and members.  Normally such meetings are held in the WCS Administration building.  Board members may be present by mean of electronic and teleconference.  

IV-2   Notice of Meeting

Written notice of the time and place along with meeting agenda of each meeting shall be sent to each Representative by electronic communication at least seven (7) days before each meeting.  

IV-3   Meeting Schedule

The Chair of the Board shall call meetings as necessary and/or at least three (3) times per year.  Meeting notes shall be distributed within 14 days after each meeting.

 IV-4   Resignation and Removal

Any Representative may resign at any time by giving written notice to the Chair of the Board,  and unless otherwise specified, such resignation shall be effective upon delivery to the Chair of the Board.

Any Representative who fails to attend three (3) consecutive regular Board meetings without excuse or notification will be removed from the Board.

IV-5   Vacancies 

Any vacancy occurring in the Board of Representatives may be filled by the affirmative majority vote of the remaining Board members even though less than a quorum.

IV-6   Compensation

Representatives shall serve without compensation.  The Board may not compensate Representatives for their services as such, but by resolution, may provide for the payment of any or all expenses incurred by the Representative in attending regular meetings of the Board either by personal delivery, USPS mail or electronic communication at least seven (7) days after the resolution is passed.    

IV-7   Quorum

A majority of members of the Board, then serving, must be present (in person, or via electronic communication) to constitute a quorum for the transaction of business at any meeting of the Board.

IV-8   Manner of Acting

The act of the majority shall be an act of the Board.  If only a quorum is present at a meeting, then a majority vote of all voting members at such meeting is necessary to authorize any Board action.

IV-9   Actions Without a Meeting

Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if unanimous consent in writing, setting forth the action so taken, shall be acknowledged by each of the members.

 IV-10 Order of Business 

The order of Business at any meeting of the Board shall be determined by the officer of the Board acting as Chair unless otherwise determined by a vote of the majority of the members present to vote at such meeting.  

 

ARTICLE V

CONFLICT-OF-INTEREST

Sections  

V-1    Purpose

The purpose of a conflict-of-interest policy is to protect the organization (WYAA) interest when contemplating entering a transaction or arrangement that might benefit the private interest of an officer of the WYAA or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict-of-interest applicable to nonprofit and charitable organizations.

V-2   Definitions

Interested Person:  Any officer, representative or member of a committee with board-delegated powers, who has direct or indirect financial interest, as defined below, is an interested person.

Financial Interest:  As person has a financial interest if the person has directly, or indirectly, through business, investment, or family is negotiating a transaction or arrangement with WYAA.

Compensation:  Compensation includes direct or indirect remuneration as well as gifts or favors that are not insubstantial.

V-3   Duty to Disclose

An interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board.  Only the Board shall decide if a conflict-of-interest of the proposed transaction or arrangement exists. 

 

ARTICLE VI

AMENDMENT AND REVIEW

Sections

 VI-1    Amendment

The Bylaws may be amended, or new Regulations may be adopted, at regular or special Board meetings by a two-thirds majority vote of all Board members.  Written notice of the proposed amendment shall be given by electronic communication at least 30 days prior to any action on the proposed amendment.

VI-2    Periodic Review

A special committee appointed by the Board Chair shall review Bylaws periodically.  The committee shall recommend revisions as are considered necessary.

 

ARTICLE VII

INSURANCE

Section

VII-1   Insurance

The Board shall have the right and power to purchase and maintain insurance on behalf of any person who is or was a director, officer, volunteer or agent of the Board or is or was serving at the request of the Board as director, officer, volunteer or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against them and incurred by them in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify them against such liability.

 

ARTICLE VIII 

NON-PROFIT LIABILITY DISCLAIMER

Section

VIII-1  Indemnification

Any person who at any time serves or has served as a director, officer, volunteer or agent of the Board, or in such capacity by resolution of the Board for any other corporation, partnership, joint venture, trust, other enterprise, shall have a right to be indemnified by the Board to the fullest extent permitted by law against (a) reasonable expenses, including attorney’s fees, actually and necessarily incurred by him/her in connection with any threatened pending or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative and whether or not brought by or on behalf of the corporation, seeking to hold them liable by reason of the fact that they are or were acting in such capacity, and (b) reasonable payments made by them in satisfaction of any judgment, money decree, fine, penalty or settlement for which they may have become liable in any such action, suit, or proceeding.

The Board shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the matter in which the claimant for indemnity acted and of the reasonable amount of indemnity due them.

Any person who at any time after the adoption of the bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Board shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive or any other rights to which such person may be entitled apart from the provision of this bylaw.

 

ARTICLE IX

MISCELLANEOUS

Sections          

IX-1   Fiscal Year

                  The Fiscal Year of the WYAA shall be January 1 through December 31 each calendar year.

IX-2   Required Records

Upon the completion of the term, or upon resigning or being removed from office, officers shall turn over all pertinent records, monies, and/or other property of the WYAA within 30 days, to their successor or the President.  All outgoing officers shall provide their successors with as much job familiarization as possible, in a friendly, professional, and acceptable manner.

 

ARTICLE X

DISSOLUTION

Section     

X-1     Distribution Upon Dissolution

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

WYAA Board Adopted:  June 15, 2023

WYAA Chair:  Joyce Hildenbrand Turnbull                       WYAA Treasurer: Greg Funk