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Article I

Name of Organization
   Section I.  The name of this organization shall be the “Crestwood High School Alumni Association, Incorporated (CHSAA),
                      incorporated April, 2018. The mailing address is P.O. Box 6854 Chesapeake, Virginia 23323-0854.
   Section II. The CHSAA shall operate on fiscal year of twelve months beginning January 1 and ending December 31.

Article II

Organization's Mission
   Section I. To establish, preserve and enhance the lasting legacy of Crestwood High School’s impact on communities
                    throughout the country and the world through its academic excellence, professional development,                                    community involvement and service, and sports achievement.

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Article III

Organization's Goals and Objectives

   Section I.     Enlist memberships from all 17 graduating classes of Crestwood High School (CHS).

   Section II.    Enlist memberships from graduates/attendees of Douglass Park and Norfolk County High Schools.

   Section III.   Establish regular meeting dates, Ames and locations.

   Section IV.   Develop various committees to promote and support objectives and goals.

   Section V.    Research and develop a location for a museum to house artifacts from all three schools.

   Section VI.   Establish and contribute to a scholarship fund for relatives/descendants of Crestwood, Douglass Park

                        and/or Norfolk County High School attendee/graduate.

   Section VII.  Establish a Board of Directors to manage the Association.

   Section VIII. Develop, place and maintain a permanent marker commemorating Crestwood High School.

   Section IX.   Establish a quarterly newsletter that would be distributed to all Association members electronically or by

                        regular mail.

   Section X.    Establish, sponsor, host, and/or participate in events and activities that promote and educate the 

                        community about the legacy of Crestwood High School and the contributions of its graduates.

   Section XI.   Establish, sponsor, host, and participate in community activities and programs that will enhance the lives                         and futures of our youth.
 

Article IV

Membership

   Section I. Eligibility for Membership.
                    Membership shall be open to any attendee/graduate of Crestwood High School, Douglas Park High

                    School and/or Norfolk County High School, to include:
                      a. Family members of attendees/graduates of each previously named school.
                      b. Family members of deceased attendees/graduates of each previously named school;
                      c. Any citizen who shares the vision, goals and objectives of this Association;

 

Article V

Board of Directors

   Section I.  General Powers

                     The affairs of this Association shall be managed by its Board of Directors. The Board of Directors shall have

                     control of and be responsible for the management of the affairs and property of the Association. The

                     establishment of this Association is not meant to replace the activities or governess of individual

                     graduating classes.

 

   Section II. Number and Tenure of Board members

                     The number of Directors shall consist of at least the following positions:

                       a. President

                       b. Vice-President

                       c. Treasurer/Financial Secretary

                       d. Recording Secretary/Assistant

                    Chairpersons of each established committee may also be members of the Board. Members will be

                    nominated and voted upon by the establishing group of class members and will serve a term of two years.

                    At the conclusion of the initial two-year term, members may re-elect existing officers. Each member of the

                    Board of Directors shall attend at least two (2) meetings of the Board per year.

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Article VI

Officers

   All officers must have the status of active members of the Board
  Section I.  President
                    The President shall preside at all meetings of the membership, and enforce proper observance of the

                    By-Laws and Rules of Order. The President shall also have the following duties:
                         a. He/She shall have general and active management of the business of the Organization.
                         b. He/She shall have general superintendence and direction of all other officers of this Association and

                              see that their duties are properly performed.
                         c. He/She shall submit a report to the operations of the program for the fiscal year to the Board and

                             members at their annual meetings, and from time to time, shall report to the Board all matters that

                             may affect the program.
                         d. He/She shall be Ex-officio member of all standing committees and shall have the power and duties

                              usually vested in the office of the President.

  Section II. Vice-President
                    The Vice-President shall be vested with all the powers and shall perform all the duties of the President

                     during the absence of the latter. The Vice-President’s duties are:
                        a. He/She shall have the duty of assisting  the President in developing meeting agendas, as well as

                             other duties as may, from time to time, be determined.

  Section III. Secretary
                     The Secretary shall attend all meetings and support the presiding officer in ensuring the smooth

                      functioning of the meeting. Other duties include:
                        a. Prepare and circulate agendas and any supporting papers in good Ame before the next scheduled

                              meeting.
                        b. Receive agenda items from other committee members for distribution at meetings.
                        c. Take concise minutes during meetings, and circulate the draft minutes to all members of the Board;

                             record all votes and minutes of all proceedings in a book to be kept for that purpose.
                        d. Ensure that up-to-date accurate records are kept.

   Section IV. Financial Secretary
                      Duties of the Financial Secretary may include:
                        a. Coordinate the financial records, receipt book and check register to the bank statements.
                        b. Prepare regular financial reports for distribution to the membership at meetings;
                        c. Ensure that appropriate accounting procedures and controls are in place to comply with relevant

                             legislations.
                       d. Prepare any required financial reporting to IRS and State of Virginia.
                       e. With the assistance of the treasurer and president, be responsible for maintaining and securing all of

                             the financial history for the organization, and providing such for any audit of the books.
                       f.  Assist in developing the organization’s annual budget.
                       g. Liaise with designated staff about financial matters.

   Section V.  Treasurer
                      Duties of the Treasurer may include:
                        a. Responsible for all organizational funds, to include receiving all monies for the organization.
                        b. Provide receipts, make timely deposits and keep accurate records and issue properly authorized

                              checks for disbursements to ensure that they have been either authorized by the president, or voted

                              on by the membership.

  

   Section VI.  Sergeant-at-arms
                       Duties of the Sergeant-at-arms may include:
                        a. Assist with the orderly conduct during meetings and events.

   Section VII. Parliamentarian
                       Duties of the Parliamentarian may include:
                        a. He/She shall interpret the By-Laws in case of questions on any procedure when requested.

 

Article VII

Finances
  All members, guests and friends will be asked to donate funds in the form of monthly dues, gifts or donations to

  assist the organization in meeting its goals and objectives. All monies will be maintained and managed by the

  financial secretary, treasurer and president. Donations will be as follows:
     a. Board Members, along with membership will have a monthly dues of $5.00
     b. Each graduating class will be asked to donate an annual amount of $60.00

   All contracts made, accepted, or executed by the Association shall be signed by the president and treasurer or

   financial secretary. Funds will be disbursed upon receiving a voucher from the committee chairperson or any 

   authorized member.

   Petty cash will be accessible and kept by the Association for expenditures on small items where it is not sensible to

   make any disbursement by check. The original amount of $200.00 will placed into the petty cash account, and

   replenished once it gets below $50.00. The treasurer will maintain the account.
  All Checks drawn against the treasury shall be signed by the president and treasurer or by the financial secretary.
  Monies for the Association will be solicited from members, individuals, class, grants, and/or community organizations,

   including the City of Chesapeake and the Chesapeake School Board.

 

Article VIII

Meetings

   Section I.   Regular and Annual Meetings
                       An annual meeting of the Board of Directors shall be held at a Ame and day in the month in each

                       calendar year and at a location designated by the Board of Directors. This annual meeting shall provide

                       for the inclusion of all members of the Association at a location that would accommodate members. The

                       annual meeting shall be utilized to provide a State of the Association report and provide all members

                       from all graduating classes an opportunity to meet and fellowship together.

                       The Board of Directors shall meet twice a year, until otherwise changed by the Board. The Board of

                       Directors may provide by resolution the Ame and place for holding these meetings. Notice of these

                       meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the

                       meeting date.

  
   Section II.   Special Meetings
                        Special meetings of the Board of Directors may be called by or at the request of the President or any two
                        members of the Board of Directors. The person or persons authorized to call special meetings of the

                        Board of Directors may fix any location, as the place for holding any special meeting of the Board of

                        Directors.

   Section III.  Notice
                        Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of

                        the meeting by telephone or electronic methods or by written notice. Any Director may waive notice of

                        any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such

                        meeting, except where a Director attends a meeting for the express purpose of objecting to the

                        transaction of any business because the meeting is not lawfully called or convened. Neither the business

                        to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified

                        in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

  
   Section IV.  Quorum
                        The presence, in person of a majority of current members of the Board of Directors shall be necessary at

                        any meeting to constitute a quorum to transact business, but a lesser number shall have power to

                        adjourn to a specified later date without notice. The act of a majority of the members of the Board of

                        Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors,

                        unless the act of a greater number is required by law or by these by-laws.

  
  Section V.     Vacancies
                         Vacancies shall be attempted to be filled with a graduate from the same graduating class of the member

                         who seat was vacated.

  
   Section VI.   Compensation
                         Members of the Board of Directors shall not receive any compensation for their services as Directors.

  
   Section VII.  Informal Actions by Directors
                         Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at

                         a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so

                         taken, shall be signed by two thirds (2/3) of all of the Directors following notice of the intended action to

                         all members of the Board of Directors.

  
   Section VIII. Confidentiality
                         Directors shall not discuss or disclose information about the Association or it activities to any person or

                         entity unless such information is already a matter of public knowledge, such person or entity has a need

                         to know, or can reasonably be expected to benefit the Association. Directors shall use discretion and

                         good business judgement in discussing the affairs of the Association with third parties. Without limiting

                         the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the

                         Association, including but not limited to accounts on deposit in financial institutions.

  Section IX.   Advisory Council
                         An Advisory Council may be created whose members shall be elected by the members of the Board of

                         Directors annually but shall have no duties, voting privileges, nor obligations for attendance at regular

                         meetings of the Board. Advisory Council members may attend said meetings at the invitation of a

                         member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the

                         community and support the work of the Association by providing expertise and professional knowledge.

                         Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall

                         sign a confidentiality agreement consistent therewith upon being voted onto and accepting

                         appointment to the Advisory Council.

   Section X.   Parliamentary Procedure
                       Any questions concerning parliamentary procedure at meetings shall be determined by the President by
                       reference to Robert’s Rules of Order.

   Section XI.  Removal
                       Any member of the Board of Directors or members of the Advisory Council may be removed with or

                        without cause at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in

                        their judgement the best interest of the Association would be served thereby. Each member of the Board

                        of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the

                        proposed action. An officer who has been removed as a member of the Board of Directors shall

                        automatically be removed from office.

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Article IX

Committees

   Section I. Committee Formation
                    The Board may create committees as needed to further support and execute the goals and objectives of

                     the Association. The Board President may appoint committee chairs or solicit volunteers who are then

                     approved by majority vote of the Board. Each Chairperson or a representative of said committee will attend

                     Board meetings to provide updated status reports.
                    a. Public Relations/Communication Committee
                        This committee will consist of at least three members whose primary duties will include:
                           1. Develop and manage all communications, public relations, and social media functions of the
                               Association.
                           2. Develop and maintain a data base and mailing list, including email addresses, of all members.
                           3. Ensure that all use of the committee’s use of social media is appropriate and professional.
                           4. With input and assistance from the Board, develop and maintain a quarterly newsletter that will be

                                sent to members of the Association.
                    b. Finance Committee
                         The treasurer is the chair of the Finance Committee, which includes three other Board members. The
                         Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans,

                         and all expenditures must be within budget. Any major change in the budget must be approved by the

                         Board or Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to

                         be submitted to the Board showing income, expenditures, and pending income. The financial records of

                         the Association are public information and shall be made available to the membership, board members

                         and the public.
                  c.  Fundraising Committee/Social Committee
                       The Fundraising/Social Committee shall be responsible for planning activities to raise money and
                       coordinating social activities for the Association.
                  d. Historical/Archives Committee
                       The Historical/Archives Committee shall be responsible for the collection and safe-keeping of historical
                       information, artifacts, and other information pertinent to the Association. An accurate record of donors

                        and their contributions shall be preserved and recognized. The chairperson, along with assistance from

                        the committee, shall be responsible for enlisting speakers who will address the Association on topics

                        relevant to the Association’s goals and objectives.
                  e. Grant Writing Committee
                       The Grant Writing Committee shall be responsible for seeking and writing grants to obtain financial

                        support to enhance the goals and objectives of the Association.
                  f. Scholarship Committee
                      This committee is designed to assist graduating high school students with attaining their educational

                       goals, meet their professional objectives, and to succeed to their fullest ability. The scholarship also

                       recognizes the students’ scholastic, service and community accomplishments.

 

Article X

Conflict of Interest and Compensation

    Section I.  Purpose
                     The purpose of the conflict of interest policy is to protect this tax-exempt Association’s interest when it is
                     contemplating entering into a transaction or arrangement that might benefit the private interest of an

                      officer or director of the Association or might result in a possible excess benefit transaction.
                     This policy is intended to supplement but not replace any applicable state or federal laws governing

                      conflict of interest applicable and charitable organizations.

   Section II. Definitions
                     a. Interested Person
                          Any director, principal officer, member of a committee with governing board delegated powers, who

                           has a direct or indirect financial, as defined below, is an interested person. A person has a financial

                           interest if the person has, directly or indirectly, through business, investment, or family:
                          1. An ownership or investment interest in any entity with which the Association has a transaction or an
                              arrangement.
                          2. A compensation arrangement with the Association or with any entity or individual with which the
                              Association has a transaction or arrangement, or
                          3. A potential ownership or investment interest in, or compensation arrangement with, any entity or
                              individual with which the Association is negotiating a transaction or arrangement
                         Compensation includes direct and indirect remuneration as well as gifts or favors that are not

                          insubstantial. A financial interest is not necessarily a conflict of interest, as a person who has a financial

                          interest may have a conflict of interest only if the appropriate governing board or committee decides

                          that a conflict of interest exists.

  Section III. Procedures
                     a. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person

                           must disclose the existence of the financial interest and be given the opportunity to disclose all material

                           facts to the directors and members of committee with governing board delegated powers considering

                           the proposed transaction or arrangement.

                      b. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all

                           material facts, and after any discussion with the interested person, he/she shall leave the governing

                           board, or committee meeting while the determination of a conflict of interest is discussed and voted

                           upon. The remaining board or committee members shall decide if a conflict of interest exists.

                     c. Procedures for Addressing the Conflict of Interest:
                         1. An interested person may make a presentation at the governing board or committee meeting, but

                              after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the
                             transaction or arrangement involving the possible conflict of interest
                         2. The chairperson of the governing board or committee, if appropriate, appoint a disinterested person

                              or committee to investigate alternatives to the proposed transaction or arrangement
                         3. After exercising due diligence, the governing board or committee shall determine whether the
                             Association can obtain with reasonable efforts a more advantageous transaction or arrangement from

                              a person or entity that would not give rise to a conflict of interest.
                         4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances

                              not producing a conflict of interest, the governing board or committee shall determine by a majority

                              vote of the disinterested directors whether the transaction or arrangement is in the Association’s best

                              interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above

                              determination it shall make its decision as to whether to enter into the transaction or arrangement.
                    d. Violations of the Conflict of Interest Policy
                         1. If the governing board or committee has reasonable cause to believe a member has failed to disclose
                             actual or possible conflicts of interest, it shall inform the member of the basis for such belief and

                              afford the member an opportunity to explain the alleged failure to disclose.
                         2. If, after hearing the member’s response and after making further investigation as warranted by the
                             circumstances, the governing board or committee determines the member has failed to disclose as

                              actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

  Section IV. Records of Proceedings
                      The minutes of the governing board or committee with board delegating powers shall contain:
                        a. The names of the persons who disclosed or otherwise were found to have a financial interest in

                              connection with an actual or possible conflict of interest, the nature of the financial interest, any action

                              taken to determine whether a conflict of interest was present, and the governing board’s or

                              committee’s decision as to whether a conflict of interest in fact exists.
                        b. The names of the persons who were present for discussions and votes relating to the transaction or
                              arrangement, the content of the discussion, including any alternatives to the proposed transaction or
                              arrangement, and a record of any votes taken in connection with the proceedings.

 

Article XI

Amendments

 

   Section I.  Articles of Incorporation
                     The Articles of Incorporation may be amended in any manner at any regular meeting of the Board of
                     Directors, provided a notice of the specific proposed amendment change and a summary of changes to

                      the amendment be given to each Director at least three (3) days in advance of such a meeting if delivered
                     personally, by facsimile, or by e-mail and at least five (5) days if delivered by mail.
                     (Revised February 22, 2020)