Article I




Offices

The Corporation shall at all times maintain a registered office in Columbus, Georgia, and a registered agent at that address, and may not have other offices located within or without the State of Georgia as the Board of Directors has determined.

 

Article II




Members of the Corporation




Section 2.1 Identity of Members

There shall be three (3) classes of members. These are Active, Lifetime, and Honorary. The members of the Corporation shall be composed of those members who shall have qualified as such by compliance with the following criteria:

 

•  Active Member: Any graduate of Spencer High School of Columbus, Georgia who is current in the payment of annual dues of $50.00 per year for the year sought, effective for the year 2024.
•  Any teacher, administrator, or attendee of Spencer who has served that cause of Spencer High School, who requests       active status and is granted such by the appropriate Board of Directors.
•  Lifetime Member: Any graduate of Spencer High School of Columbus, Georgia that has a payment of $300.00 within a fiscal year.
•  Honorary Member: An individual or entity not otherwise qualified as active or lifetime who has been awarded such status by the Board of Directors as a result of special contribution and support to the causes or purposes of the Corporation.

•  There may be subchapters of this organization whose members meet the qualifications of these bylaws. Such subchapters may be established along any geographical boundaries as desired by its members and upon approval by the Board of Directors.

Section 2.2 Certificates of Membership

Certificates of Membership shall be issued within 30 days of payment. Membership is not transferable.




Section 2.3 Quorum

The presence in person or by proxy of a majority of Directors and not less than two-thirds (2/3) of the active members of the Corporation shall constitute a quorum by these bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.




Section 2.4 Monthly Meetings

The monthly meetings of the members of the Corporation shall be held on the second Sunday of each month except for May and December.




Section 2.5 Special Meetings

Special Meetings of the members may be called at any time for any purpose or purposes by the majority of the Board of Directors (upon the request in writing of a majority of the members entitled to vote on the business to be transacted at such meeting). Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of members shall be confined to the purpose or purposes stated in the notice of the meeting.




Section 2.6 Place of Holding Meetings

All meetings of members shall be held at the main office of the President of the Corporation or elsewhere in the United States as designated by the Board of Directors in their notice of meeting.




Section 2.7 Notice of Meetings

Notice of each meeting of the members shall be distributed by a calling post from the President of the Corporation the day before the regular monthly meeting. The calling post will include the meeting date, time, and location.

 

Section 2.8 Conduct of Meetings

Meetings of members shall be presided over by the President of the Corporation or, if he or she is not present, by a Vice President. If the Vice President of the Corporation is not present, the Secretary of the Corporation shall preside over the meeting. If the Secretary of the Corporation is not present, the Assistant Secretary and the presiding officer may appoint a person to act as Secretary of the meeting. If none of the said officers are present, a chairperson is to be elected at the meeting.

 

Section 2.9 Voting

At all meetings of members, every member is entitled to vote. They shall have one (1) vote. Members must be present (in person or via a web electronic platform, i.e., Zoom) and active financially to exercise their vote. All elections shall be held, and all questions shall be decided, by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of lncorporation or by these bylaws.

 

Section 2.10 Voting Rights

All active members shall have the right to vote on all matters placed before the Corporation for members’ consideration. Honorary members may participate in discussion but may not cast a vote on any official matters.




Section 2.11 Annual Dues

To maintain active status, members must pay annual dues in the amount of $50.00 by the end of the calendar year. Lifetime members are required to pay a one-time fee of $300.00or in installments equal to $300.00 within the calendar year.




Section 2.12. Tax Deductible Donations

The Board of Directors has established tax-deductible donation levels to benefit the cause and purpose of the corporation. These tax-deductible donations are in addition to annual and/ or new and existing lifetime memberships. Donors’ names, except those requesting anonymity, will be listed accordingly via official alumni electronic and print mediums. Receipts will be provided to donors for their annual tax records.

The tax-deductible donation levels are as follows:

1.    WHSHS Alumni Association GreenWave Club- $1,000 +

2.    WHSHS Alumni Association Owl Society- $500-$999

3.    WHSHS Alumni Association 1930 Club- $250-$499

4.    WHSHS Alumni Association GreenWave 1980 Team - $100-$249

5.    WHSHS Alumni Association Legacy Circle- Donors who indicate that.William H. Spencer High School of Columbus, GA is included in their estate plans.

 

 

Article III




Board of Directors of the Corporation




Section 3.1 General Powers

The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation whose members are hereby referred to as directors.




Section 3.2 Number and Term of Office

The number of Directors of the Corporation shall be nine (9), but not less than three (3) nor more than twenty-one (21), as may be designated from time to time by resolution of a majority of the members of the Corporation. The Directors shall serve for a period of two (2) years or until the next meeting of the Board of Directors and members of the Corporation and until their successors have been elected and have qualified.

 

Section 3.3 Officers of the Board of Directors

Directors may hold office for two (2) consecutive two-year terms and may also be re-elected to serve after sitting out one (1) two-year term. The officers of the Board are as follows: Chairperson, Vice Chairperson, Secretary, and Chaplain. Officers of the Board of Directors must be active, financial members of the alumni association (corporation) and must be willing to perform duties as designated by the said position and as needed.




Section 3.4 Powers and Duties of the Chairperson of the Board

The chairperson of the board shall preside at all meetings of the Board of Directors unless the Board of Directors shall have a majority vote of a quorum there of to elect a chairperson other than the Chairperson of the Board to preside at meetings of the Board of Directors. He or she may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation; and he or she shall be an ex-officio member of all standing committees.




Section 3.5 Filling of Vacancies

In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal, or other cause, the remaining directors, by an affirmative vote of the majority thereof, will only fill vacancies when the directors fall below three as noted in Article III Section 3.2.

Similarly, and in the event of the number of directors being increased as provided in these bylaws, the additional directors provided for shall be elected by a majority of the entire Board of Directors.

Any director must be notified with cause and given an opportunity to respond before a special meeting of directors is called for the purpose of voting to remove them from office. The director will be removed from office with the affirmative vote of a majority of the entire Board of Directors entitled to vote at the special meeting of directors called for the purpose of voting to remove the director with cause from office. 




Section 3.6 Place of Meetings

The Board of Directors must hold their meetings and keep the books of the Corporation within the State of Georgia or at such place or places as they may from time to time determine by resolution or by written consent of the majority of directors.




Section 3.7 Regular Meetings

Regular meetings of the Board of Directors will be held quarterly (winter, spring, summer, and fall) to be determined by notification of the Board. Notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be made to each director at least five days prior to the first meeting held pursuant to such resolution. The Board may transact any business that comes before it.  Any additional business may be transacted at any regular meeting of the Board.




Section 3.8 Special Meetings

Special meetings of the Board of Directors shall be held whenever called by any five (5) Directors.  The Chairperson shall give notice of each special meeting of the Board of Directors at least five (5) days prior to the meeting by calling post, US mail, or email, but such notice may be waived by any director.




Section 3.9.  Attendance at Meetings

Directors of the Board must attend a minimum of seventy- five percent (75%) of the regular scheduled and/or special meetings of the Board for the calendar year unless presented with extenuating circumstances. Failure to do so may result in forfeiture of position as a director on the Board of Directors.




Section 3.10 Quorum

A majority of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors.  If a quorum is not present at any meeting, a majority of those present at any meeting may adjourn the meeting.  Meetings of the Board of Directors shall be with a quorum unless provided bylaw, by the Articles of Incorporation, or by these Bylaws.




Section 3.11 Required Vote

An affirmative vote of a majority of those present shall be necessary for the passage of any resolution.




Section 3.12 Compensation of Directors

Directors shall not receive any stated salary for their services as such, but each director shall be entitled to receive from the Corporation reimbursement and compensation for approved incurred expenses. Reimbursement and compensation shall be payable whether or not a meeting is adjourned because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore if approved by the Board of Directors.




Section 3.13 Nominating Committee

The Board of Directors shall elect a Nominating Committee consisting of the President, five (5) members, and at least one (1) other Director. The Nominating Committee shall be selected by the Board of Directors at the regular meeting in the summer. The Nominating Committee shall be responsible for preparing a slate of potential directors and describing the criteria for election at the fall meeting of the Board of Directors. Members who are a part of the nominating committee may not be on the slate for potential elected directors.




Section 3.14 Committees

The Board of Directors may, by resolution, designate one or more committees.  Each committee will consist of two (2) or more of the directors with some authority of the Board of Directors. Designated committees shall have assigned functions and names specifically adopted by the Board of Directors.

 

Article IV




Officers of the Corporation




Section 4.1 Tenure and Compensation

The officers of the Corporation shall be a President, a First and Second Vice President, a Secretary, and a Treasurer. The Sergeant at Arms and Parliamentarian shall be appointed by the President. The officers shall be elected at the fall meeting of the Corporation to serve a term of two (2) years; a maximum of two (2) consecutive two-year year terms may be served. Except for the Chairperson of the Board, the officers need not be directors. Any two or more of the above offices may be held by the same person, except those of the President and Secretary. There will not be any compensation or salary paid to any officer of the Corporation; however, reimbursements will be made for out-of-pocket expenses.

 

ln the event that any office other than an office required by law, shall not be filled by the Board of Directors, and subsequently becomes vacant, then such office and all references thereto in these bylaws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these bylaws.

 

Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal with cause by the affirmative vote of a majority of the whole Board of Directors, and all officers, agents, and employees, shall be removed at the discretion of the Board of Directors.

 

Section 4.2. Duties of the Officers of the Corporation.

Officers of the Corporation must be current active, financial members of the alumni association and must be willing to perform duties as designated by the said position and as needed. Officers of the Corporation must also attend a minimum of seventy percent (70%) of the regularly scheduled meetings of the Corporation for the calendar year unless presented with extenuating circumstances. Failure to do so may result in forfeiture of said office of the corporation.




Section 4.3 Powers and Duties of the President

The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. He or she shall preside over all meetings of the members.

 

The President may sign and execute all authorized bonds, contracts, or other obligations in the name of the corporation. He or she shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation. The president shall be an ex-officio member of all standing committees. He or she shall do and perform such other duties as may, from time to time, be assigned to him or her by the Board of Directors.

 

ln the event that the Board of Directors does not take affirmative action to fill the office of Chairperson of the Board, the President shall assume and perform all powers and duties given to the Chairperson of the Board by these bylaws.




Section 4.4 Powers and Duties of the Vice President

The Board of Directors may appoint a Vice President or more than one Vice President. Each Vice President shall (except as otherwise provided by resolution of the Board of Directors) have the power to perform all duties of the President in the absence or disability of the President and shall have such other powers and shall perform such other duties as maybe assigned to him or her by the Board of Directors or the President.




Section 4.5 Secretary

The Secretary shall give, or cause to be given, notice of all meetings of members and all other notices required by law or by these bylaws. In case of his or her absence or refusal or neglect to do so, any such notice may be given by any person there unto directed by the President, or by the directors or members upon whose written request the meeting is called as provided in these bylaws. The Secretary shall record all the proceedings of the meetings of members in books provided for that purpose, and he or she shall perform such other duties as may be assigned to him or her by the President of the Corporation and shall affix the same to all instruments requiring it when authorized by the Board of Directors or the President and attest to the same. ln general, the Secretary shall perform all the duties generally assigned to the office of the Secretary of a Corporation, subject to the direction and control of the Board of Directors and the President.

 

Section 4.6 Treasurer

The Treasurer shall have custody of all the funds and securities of the Corporation, and he or she shall keep a full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all money and other valuables in the name and to the credit of the corporation in such depository or depositories as may be designated by the Board of Directors.

 

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He or she shall render to the President and the Board of Directors, whenever either of them so requests, an account of all his or her transactions as Treasurer and the financial condition of the Corporation.




The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, monies, and other properties of whatever kind in his or her possession or under his or her control belonging to the Corporation.




The Treasurer shall perform all the duties generally assigned to the office of the Treasurer of a Corporation, subject to the direction and control of the Board of Directors and the President.




Section 4.7 Assistant Secretary.

The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have the power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him or her by the Board of Directors or the President. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any such Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

 

Section 4.8 Assistant Treasurer

The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have limited power to perform selected duties of the Treasurer in the absence or disability of the Treasurer and shall be given assigned duties by the Board of Directors or the President of the Corporation. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by the President of the Corporation.

 

Article V




Corporate Seal




Section 5.1 Seal

The seal of the Corporation shall be in a form as the Board of Directors determines. In the event, it is inconvenient to use a seal at any time, or in the event the Board of Directors shall not have determined to adopt a corporate seal, the signature of the Corporation followed by the word "Seal" of the Corporation shall suffice. The seal shall be in the custody of the Secretary and affixed by the assistants on all appropriate papers.

Article VII

Miscellaneous Provision

Section 7.1 Fiscal Year

The fiscal year of the Corporation shall end on the last day of October of each year, or as directed by the Board of Directors.

Section 7.2 Notices

Whenever, under the provisions of these bylaws, notice is required to be given to any member, director, or officer at least five (5) days prior to the first meeting held pursuant to such resolution.

Article VIll

Amendments.

Section 8.1 Amendments

The Board of Directors shall have the power and authority to amend, alter, or repeal these bylaws and articles of incorporation, or any provision thereof, and may from time to time adopt additional bylaws, by a two-thirds (2/3) vote of all sitting and eligible Directors.