VBAA By-Laws

Article I. Name and Purpose

Section 1. Name. The name of the organization shall be the Vandalia-Butler High School

Alumni Association, hereinafter referred to as the “Association.”

Section 2. Purpose. The Association shall have for its purposes:

1. To connect the past with the present and the future

2. To assist in the Mission of Butler High School

3. To promote the spirit of alumni unity through communications and reunions, to locate

alumni, and to acquire and maintain school and Association memorabilia

4. To provide Members’ time and talents for programs to benefit current and future students

5. To contribute funds, individually and collectively, to support and promote Butler High

School and the Vandalia-Butler City School District

6. To support, strengthen, and promote, individually and collectively, the Vandalia-Butler

community by building and maintaining relationship between its alumni and students

7. To instill in alumni a long-term loyalty and dedication to Butler High School and its

programs

8. To create activities, social events and reunions for members

Section 3. General.

(a) The Association shall have as its fiscal year the period from July 1 to June 30.

(b) All moneys of the Association shall be deposited in a fund within The Vandalia-Butler

Foundation which is a component of The Dayton Foundation.

Section 4. Nondiscrimination. The Association shall not discriminate against any member

because of: race; color; creed; sex; sexual orientation; age; physical or mental disability; national

origin; alienage or citizenship status; gender (including gender identity and sexual harassment);

marital status and partnership status; or any other status where discrimination is prohibited under

city, state or federal nondiscrimination laws then in effect.

Article II. Membership

Section 1. Membership. Members shall include the following:

 Graduates of Butler High School

 Non-graduates who attended Butler High School

 Staff Members (current and former) of Vandalia-Butler City School District

 Honorary Members: There shall be honorary members consisting of persons, selected

by the Board from time to time at a regularly scheduled meeting, who have made

significant contributions to the School or the Association but did not attend Butler High

School. Honorary Members shall have no right to vote, to hold office in, or to serve on

the Board of the Association. Honorary Members may serve on committees (but may not

chair a committee).

Section 2. Dues. There shall be no dues for Members to participate in the Association.

Section 3. Revocation and Suspension. The rights and privileges of any Member of the

Association may be revoked or suspended for cause adversely impacting the Association, Butler

High School or the Vandalia-Butler City School District at any duly noticed Board meeting, after

two-week written notice of intent to take such action, by a majority vote of the Board then in

office.

Article III. Meetings

Section 1. Annual General Meeting. An Annual General Meeting of the Members of the

Association shall be held during the month of August at such date, time and place as the Board

shall determine. Notice of such meeting shall be given at least one month in advance via the

Alumni website and through social media. The purpose of the meeting shall be to review the past

fiscal year, to establish future goals, to provide Members an opportunity to hear about Alumni

activities and plans, and to provide a means for all Members to share their thoughts on the

direction of the Association.

Section 2. Board Meetings. Board Meetings shall be held bi-monthly unless pending events

dictate a need to meet in between. The Board Meetings will be held in August, October,

December, February, and April. Executive Council members shall be present for Board

Meetings.

Section 3. Executive Council Meetings. Executive Council Meetings shall be held monthly.

Section 4. Quorum. For Board Meetings, there must be more than a minimum of 50% of the

Board present, physically or via technology, for any votes. For the Executive Council, at least

three of the six Executive Council Members, must be present, physically or via technology,

for any votes.

Article IV. Board Members

Section 1. General. Board Members shall consist of individuals from each graduating decade of

Association Members (maximum 5-7 per decade), plus the current Student Body President,

Senior Class President, and Junior Class President.

Section 2. Duties of Board Members. The duties of the Board Members will be

 to encourage and promote, first and foremost, communication and participation of alumni

within their specific decade in their respective class activities, e.g., reunions.

 to assist in locating alumni and promoting the involvement of their decade of alumni in

Association activities, events, and promotions, e.g., Homecoming, Association initiatives

to assist Butler High School and/or Vandalia-Butler City School District, and providing

support for one another.

 to review requests and approve all expenditures of the Association.

Section 3. Term of Office. Except for the current Student Body President, Senior Class

President, and Junior Class President – all of whom serve during the term of their office, Board

Members serve at will and are not elected positions.

Section 4. Nomination and Selection Procedure to Fill Vacancies. When a Board Member

vacancy occurs, the Board shall inform Members of that decade, recruit candidates, and select a

decade representative to fill that opening on the Board.

Section 5. Action Without a Meeting. Any action required or permitted to be taken by the

Board or any committee thereof may be taken without a meeting if all members of the Board or

such committee consent in writing to the adoption of a resolution authorizing the action. Such

resolution and the written consents thereto by the members of the Board or committee shall be

filed with the minutes of the proceedings of the Board or committee.

Section 6. Participation by Telecommunications Equipment. Any one or more members of

the Board or any committee thereof may, where practical, participate in a meeting of the Board

or such committee by means of a conference telephone or similar communications equipment

allowing all persons participating in the meeting to hear one another at the same time.

Participation by such means shall constitute presence in person at a meeting.

Section 7. Removal. Any Board Member may be removed or suspended for cause adversely

impacting the Association, Butler High School or the Vandalia-Butler City School District after a

motion made and carried by a simple majority vote at a duly noticed Board meeting, followed by

two-week written notice of intent to take such action, and a vote carried at a subsequent Board

meeting by a two-thirds majority of the Board and Executive Council then in office. If a Board

Member is absent without notice for three of the five Board meetings they are to attend

(August, October, December, February, and April), they will be subject to removal.

Regular attendance and participation are critical to the success of the organization.

Article V. Executive Council of Officers

Section 1. General. The Officers of the Association shall be President, First Vice President,

Second Vice President, Recording Secretary, Treasurer, and Technical Director.

The Principal of Butler High School shall serve as a non-voting member of the Executive

Council.

The Executive Council shall be responsible for periodically reviewing the Association’s

governance, including these Bylaws, to ensure that they reflect current law and best practices.

(a) The Executive Council shall review all requests for Association funds from Butler High

School, plus student groups, departments, teams, staff members, and other groups associated

with the Vandalia-Butler City School District – then submit to Board for approval.

Section 2. Duties of Officers. The duties of the officers shall be those usually incident to their

respective offices.

(a) President. The President shall preside over all meetings and business of the Association, be

the primary spokesperson for the Association, exercise general supervision over the

Association’s officers and membership. The President shall serve as an Ex-Officio member of

each committee.

(b) First and Second Vice Presidents. The Vice Presidents shall act as assistants to the President

and shall perform the duties of the President in his or her absence, including presiding at

meetings of the Board and the annual General Meeting. They shall also serve as secondary

spokespersons of the Association and be assigned specific duties as determined by the Executive

Council.

(c) Recording Secretary. The Recording Secretary shall be responsible for the keeping of

accurate and complete records of the Association, including the proceedings of the Board and the

annual General Meeting.

(d) Treasurer. The Treasurer shall be responsible for the financial operations of the Association,

including providing financial updates at Board meetings and the annual General Meeting, as well

as depositing/withdrawing funds on account with the Vandalia-Butler Foundation.

(e) Technical Director. The Technical Director shall be responsible for regular Association

communications, including, but not limited to, the publication of the quarterly Association

newsletter, present on social media, and maintenance of the Vandalia-Butler Alumni Association

website.

Section 3. Term of Office. Officers shall serve for a term of two years, renewable indefinitely.

At the conclusion of an Officer’s term of office, the Board and Executive Council at its first

meeting (October) immediately after the annual General Meeting (August) shall vote if an

Officer remains in that office or select an individual to fill the vacant position. Candidates for

Officer positions must be Members of the Association in good standing. All Officers will take

office immediately upon election.

Section 4. Removal. Any Officer of the Association may be removed or suspended for cause

adversely impacting the Association, Butler High School or the Vandalia-Butler City School

District after a motion made and carried by a simple majority vote at a duly noticed Board

meeting, followed by two-week written notice of intent to take such action, and a vote carried at

a subsequent Board meeting by a two-thirds majority of the Board and Executive Council then in

office. If an Officer is absent without notice for four of the twelve meetings they are to

attend, they will be subject to removal. Regular attendance and participation are critical to

the success of the organization.

Section 5. Vacancies

(a) In the event that the Office of the President becomes vacant as a result of retirement,

resignation, removal, death, or any other reason, the Office shall be succeeded for the unexpired

portion of the term by the First Vice President, then Second Vice President, then Recording

Secretary, then Treasurer, then Technical Director.

(b) In the event of a vacancy in any office other than the President, a successor to fill the

unexpired portion of the term shall be elected by the Board and Executive Council then in office,

preferably a member of the Board.

Article VI. Standing Committees

Section 1. General.

(a) Standing committees shall be created by the Executive Council in collaboration with the

Board. They shall have the power to perform the functions specified below, any functions

incident thereto, and any other functions that may be assigned to them by the Executive Council

and Board from time to time. All committee activities shall be subject to review by the Board.

Except as otherwise stated, standing committees shall report regularly to the Board.

(b) Each committee shall have no fewer than three (3) members.

Section 2. Nominations. The committee shall be responsible for nominating members of the

Board. The Nominations Committee shall consist of the 2 nd Vice President, as Chair, and two

Board members.

Section 3. Diversity & Inclusion. The committee shall be responsible for discussing,

communicating and creating opportunities to (a) identify inclusion and diversity strengths,

issues, and opportunities within all aspects of the Association; (b) develop strategies and plans to

examine ways in which to include all Members; (c) systematically examine aspects of the

Association to enhance its effectiveness and ability to meet the needs of its diverse membership;

and (d) respectfully celebrate and document the successes of inclusivity approaches.

Section 4. Special. The Executive Council and Board may, from time to time, create such

special committees as may be deemed desirable. The members of any such committee shall be

appointed by the President with the advice of the Board. Special committees shall have only such

powers as are specifically delegated to them by the Executive Council and Board.

Article VII. At-Risk Service

Section 1. At-Risk Service. Members, Board Members and Officers serve the Association at

will. The Association shall not be held responsible for any actions brought against them.

Article VIII. Chapters

Section 1. Affiliated Chapters. The Board may, from time to time authorize, charter, license,

and dissolve chapters of the Association throughout the United States and other countries.

Article IX. Amendments

Section 1. Amendments to the Bylaws. These Bylaws may be amended by a motion made and

carried by a simple majority vote at a duly noticed Board meeting, followed by two-week

published written notice of intent to take such action, and a vote carried out at a subsequent

Board meeting by a two-thirds majority of the Board and Executive Council then in office.

Article X. Dissolution of the Association

Section 1. Dissolution of Association. In the event of the dissolution or liquidation of the

Association, the Board shall donate any assets then owned by the Association to Vandalia-Butler

City School District.

Article XI. Effective Date

These Bylaws shall be effective October 17, 2022.