By Laws

http://www.hn-ams.org/store/ORG/AR-M450_20050310_193950.pdf


BYLAWS
OF
HANOI-AMSTERDAM ORGANIZATION, INC.

SECTION 1. OFFICES
The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors ("Board") may designate. The corporation may have such other offices, either within or without the State of Alaska, as the Board may designate or as the business of the corporation may require from time to time.
SECTION 2. MEMBERSHIP

2.1 Classes of Members
Hanoi-Amsterdam Organization, Inc. (the "Organization") shall have four classes of Regular Members. The designation, qualifications, and rights shall be as specified in this Section 2. The benefits and privileges of each class of membership will be established by the Board as part of the Organization's policy. All members of the Organization must observe the rules and conditions of the Organization.

2.1.1 Alumni Members
A. Any person who has received a degree from Hanoi-Amsterdam High School, or any former student who was registered for not less than one full term.
B. Alumni Membership may be granted upon filling out an on-line application form and submitting it for review and approval.
2.1.2 Student Members
A. All current Hanoi-Amsterdam High School students and alumni are eligible to apply for Regular Membership.
B. All students from other schools, who are interested in Hanoi-Amsterdam High School, are eligible to apply for Regular Student Membership.
C. Membership may be granted upon filling out an on-line application form and submitting it for review and approval.
2.1.3 Affiliate Members
A. Current or former faculty or staff of Hanoi-Amsterdam High School and their spouses are eligible to apply for Regular Affiliate Membership.
B. Any person who shows an active interest in the affairs of the Organization by making a donation to the Organization, of at least the Organization’s annual dues, shall be eligible for membership as an Affiliate Member.
C. Any business, corporation, or organization that shows an active interest in the affairs of the Organization by making a monetary or in kind of donation to the Organization, of at least the Organization’s annual dues, shall be eligible for membership as an Affiliate Member.
2.1.4 Honorary Members
A. Honorary membership shall be granted to those persons who have, in the opinion of the Board, exhibited outstanding service to the Hanoi-Amsterdam School or the Organization. Such Honorary membership may be granted only by unanimous vote of the Board of Directors present and voting at any regular or special meeting.

2.2 Membership
Any Regular member can become an Active Member of the Organization by paying an annual fee indicated by the Board. Any officer of the Organization shall be considered an Active Member without paying dues.
Active membership must be renewed at the beginning of each membership year.
Membership can be removed from the roles of the organization if a) he or she violates any rules and regulation of the organization or b) he or she violates any law or carries any illegal activities
Membership may be granted to the member by the Board of the Organization no later than two weeks after the date of receiving the application.
only Active members of the Organization may vote and hold office. Other members may serve on committees and when so serving, may vote on matters pertinent to the committee.
Membership in this Organization is not transferable or assignable.

2.3 Annual Meeting
The annual meeting of Members shall be held on such date and at such hour as may be determined by the Board from time to time, for the purposes of electing Directors and transacting such business as may properly come before the meeting. If the annual meeting is not held on the date designated therefor, the Members shall cause the meeting to be held as soon thereafter as may be convenient. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

2.4 Special Meetings
Special meetings of the Members may be called by or at the request of the President, the Board or at least five Active members, entitled to vote. The person or persons authorized to call special meetings may fix any place either within or without the State of Alaska as the place for holding any special meeting of Members called by them.

2.5 Place of Meetings
All meetings of the Members shall be held at the principal office of the corporation or at such other place within or without the State of Alaska designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Members entitled to notice of the meeting.

2.6 Notice of Meetings
Notice of annual or special Member meetings stating the place, day and hour of the meeting shall be given to each Member in writing, by email or other electronic means or orally by either telephone or in person. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in the notice of such meeting.

2.6.1 Personal Delivery
If notice is given by personal delivery, the notice shall be effective if delivered to a Member at least two days before the meeting.
2.6.2 Delivery by Mail
If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail properly addressed to a Member at his or her address shown on the records of the corporation with postage prepaid at least five days before the meeting.
2.6.3 Delivery by E-Mail
If notice is delivered by email, the notice shall be deemed effective if the content thereof is delivered to the Member at his or her email address shown on the records of the corporation at least 24 hours before the meeting.
2.6.4 Delivery by Facsimile Transmission
If notice is delivered by facsimile transmission, the notice shall be deemed effective if the content thereof is transmitted to, and acknowledged by, the office of a Member, at his or her address shown on the records of the corporation at least two days before the meeting.
2.6.5 Oral Notice
If notice is delivered orally, by telephone or in person, the notice shall be deemed effective when personally given to the Member at least two days before the meeting.

2.7 Waiver of Notice

2.7.1 In Writing

Whenever any notice is required to be given to any Member under the provisions of these Bylaws, the Articles of Incorporation or applicable Alaska law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in the waiver of notice of such meeting.
2.7.2 By Attendance
The attendance of a Member at a Member meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

2.8 Quorum
A majority of the Members entitled to vote in person or by proxy shall constitute a quorum for the transaction of business at any Member meeting. If a quorum is not present at a meeting, a majority of the Members present may adjourn the meeting from time to time without further notice.

2.9 Manner of Acting

2.9.1 Right to Vote
A. Active Members
For the purpose of determining Active Members entitled to vote at any membership meeting, the membership records of the Organization as of the time of the meeting shall control, provided that opportunity shall be given at the meeting for the Regular members to become Active members prior to the time the business of the meeting commences.
B. Number of Votes
Each Active Member shall be entitled to one vote upon each matter submitted to a vote at any meeting of the membership.
C. Casting of Votes
Votes may be cast in person or by proxy.
2.9.2 Membership Records
The officer or agent having charge of the membership records shall make the list of Active Members available at each membership meeting for the inspection of Regular Members.
2.9.3 Discussion and Disagreement
The members shall be allowed to have the floor as recognized by the Board. No Member may have the floor for more than ten minutes without the consent of the majority of the Members present. only one Member may have the floor at a time. The Board may set aside a specified duration of time for the discussion among Members.
Discussion must be pertinent to the problems and issues pertaining to the organization. Personal attacks will not permitted unless the association discusses matters pertaining to disciplinary action.

2.10 Action by Members Without a Meeting
Any action which could be taken at a meeting of the Active Members may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Active Members. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Member meeting.

SECTION 3. BOARD OF DIRECTORS

3.1 General Powers
The affairs of the corporation shall be managed by a Board of Directors.

3.2 Number
The Board shall consist of not less than Three (3) Directors nor more than Five (5). The specific number to be set from time to time by resolution of the Board. The number of Directors may be changed from time to time by resolution of the Board, provided that no decrease in the number shall reduce the number of Directors to less than three or have the effect of shortening the term of any incumbent Director.

3.3 Qualifications
Directors shall be an Active Member of the Organization. Directors may have such other qualifications as the Board may prescribe by amendment to these Bylaws.

3.4 Election of Directors

3.4.1 Initial Directors

The initial Directors named in the Articles of Incorporation shall serve until the first annual meeting of the Board.
3.4.2 Successor Directors
Nominations for directors shall be made by the Nominating and Elections Committee, appointed by the Board.
The election of directors shall be held by e-mail mailed to each Active Member's address of record. Replies shall be returned to the Organization no later than the date set by the Nominations and Elections Committee, at which time they will be counted and tabulated in accordance with the policies and procedures approved by the Board.
The Successor Directors can also be elected each year at the annual meeting of the Active Members by the affirmative vote of a majority of the Active Members.

3.5 Term of Office

Unless a Director dies, resigns or is removed, he or she shall hold office until the next annual meeting of the Members or until his or her successor is elected, whichever is later.

3.6 Annual Meeting
The annual meeting of the Board shall be held on such date and at such hour as may be determined by the Board from time to time, for the purpose of electing officers and transacting such business as may properly come before the meeting.

3.7 Regular Meetings
By resolution, the Board may specify the date, time and place for the holding of regular meetings without other notice than such resolution.

3.8 Special Meetings
Special meetings of the Board or any committee appointed by the Board may be called by or at the request of the Chairman of the Board, the President or, in the case of special Board meetings, any one Director, and in the case of a special meeting of any committee appointed by the Board, by the Chairman thereof.

3.9 Place of Meetings
All meetings of the Board or committees shall be held at the principal office of the corporation or at such other place within or without the State of Alaska designated by the Board or by a waiver of notice signed by all Directors entitled to notice of the meeting.

3.10 Notice of Meetings
Notice of annual or special Board meetings and committee meetings stating the place, day and hour of the meeting shall be given to each Director in writing or orally by either telephone, email or in person. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in the notice of such meeting.

3.10.1 Personal Delivery
If notice is given by personal delivery, the notice shall be effective if delivered to a Director at least two days before the meeting.
3.10.2 Delivery by Mail
If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail properly addressed to a Director at his or her address shown on the records of the corporation with postage prepaid at least five days before the meeting.
3.10.3 Delivery by E-Mail
If notice is delivered by email, the notice shall be deemed effective if the content thereof is delivered to the Director at his or her email address shown on the records of the corporation at least 24 hours before the meeting.
3.10.4 Delivery by Facsimile Transmission
If notice is delivered by facsimile transmission, the notice shall be deemed effective if the content thereof is transmitted to, and acknowledged by, the office of a Director, at his or her address shown on the records of the corporation at least two days before the meeting.
3.10.5 Oral Notice
If notice is delivered orally, by telephone or in person, the notice shall be deemed effective when personally given to the Director at least two days before the meeting.

3.11 Waiver of Notice

3.11.1 In Writing
Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Alaska law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.
3.11.2 By Attendance
The attendance of a Director at a Board or committee 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.

3.12 Quorum
A majority of the number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

3.13 Manner of Acting
The act of the majority of the Directors present at a Board meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Alaska law.

3.14 Action by Board Without a Meeting
Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.

3.15 Resignation
Any Director may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board, or to the registered office of the corporation, or by giving oral notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.16 Removal
A Director shall be removed from the Board when found by a vote of the majority of the Board, present and voting, to have a conflict of interest which would jeopardize the Director's ability to serve in the public interest, convenience, and necessity. Any Director who is absent from two consecutive meetings of the Board, without excuse for said absence being granted by the Board, shall be deemed to have tendered his resignation from the Board.
If a Director shall otherwise continually fail in obligations to the Board, then the Board may at its next meeting and upon special notice to the Director concerned, hear the Director's reasons for such delinquency and if the Board is satisfied that the Director in question cannot or will not fulfill the Director's duties as a Director, the Board may by a majority vote of the Directors, not including the vote of the Director in question, remove said Director as a Director of the Organization.

3.17 Vacancies
A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office. In no case may a vacancy continue for longer than six months.

3.18 Board Committees

3.18.1 Creation of Committees
The Board, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may designate and appoint one or more standing or temporary committees, including an Executive Committee, from its own number and invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, these Bylaws and applicable law. The designation and appointment of any such committee and the delegation of authority thereto shall not relieve the Board or any individual Director of any responsibility imposed by law.
3.18.2 Authority of Committees
3.18.2.1 Executive Committee. Subject to limitations on authority imposed by the Board, an Executive Committee shall have and may exercise all of the authority of the Board, except that no such committee shall have the authority to (1) amend the Articles of Incorporation, (2) adopt a plan of merger or consolidation with another corporation, (3) authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation, (4) authorize the voluntary dissolution of the corporation or revoke proceedings therefor, (5) adopt a plan for the distribution of the assets of the corporation, (6) fill vacancies on the Board or any committee thereof, (7) amend these Bylaws, or (8) appoint other committees of the Board or the members thereof.
3.18.2.2 Other Standing or Temporary Committees. Committees other than an Executive Committee shall have and may exercise such authority as may be given to them by the Board.
3.18.3 Quorum and Manner of Acting
A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.
3.18.4 Resignation
Any member of any committee may resign at any time by delivering written notice thereof to the Chairman of the Board, the President, the Secretary, the Board or the Chairman of such committee, or by giving oral notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.18.5 Removal
The Board may remove any member of any committee elected or appointed by it but only by the affirmative vote of not less than a majority of the number of Directors fixed by these Bylaws.

3.19 Compensation

The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the corporation.
By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as a Director or committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee members from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

4.1 Number and Qualifications
The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers, including a Chairman of the Board, may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. The Board may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person, except the offices of President and Secretary.

4.2 Election and Term of Office

The officers of the corporation shall be elected by the Board. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until his or her successor is elected.

4.3 Resignation

Any officer may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board, or by giving oral notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4 Removal
Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.5 Vacancies
A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

4.6 Chairman of the Board
If elected, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board unless another officer is appointed or designated by the Board as Chairman of such meeting.

4.7 President
The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board in the absence of a Chairman of the Board, and, subject to the Board's control, shall supervise and control all of the assets, business and affairs of the corporation. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time.

4.8 Vice Presidents
In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President whose name first appears in the Board resolution electing officers) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall have, to the extent authorized by the President or the Board, powers to sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.

4.9 Secretary
The Secretary shall: (a) keep the minutes of meetings of the Board and committees having authority of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the corporation; (d) keep registers of the post office address and other contact information of each Director; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

4.10 Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

4.11 Salaries
The salaries of the officers and agents shall be as fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation.

SECTION 5. ADMINISTRATIVE AND FINANCIAL PROVISIONS

5.1 Contracts
The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

5.2 Loans
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

5.3 Loans to Officers and Directors
No loans shall be made by the corporation to its officers or Directors.

5.4 Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board.

5.5 Deposits
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 depositories as the Board may select.

5.6 Minutes of Meetings; Books and Records
The corporation shall keep correct and complete books and records of account, minutes of the proceedings of its Board and committees having authority of the Board, and such other records as may be necessary or advisable.

5.7 Corporate Seal
The corporation shall not have a corporate seal.

5.8 Accounting Year
The accounting year of the corporation shall be the calendar year.

5.9 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts' Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.

SECTION 6. INDEMNIFICATION
To the full extent permitted by the Alaska Nonprofit Corporation Act, the corporation may, as approved by the Board, indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the corporation or otherwise) by reason of the fact that he or she is or was a Director or officer of the corporation, or is or was serving at the request of the corporation as a Director or officer of another corporation, whether for profit or not for profit, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; and the Board may, at any time, approve indemnification of any other person which the corporation has the power to indemnify under the Alaska Nonprofit Corporation Act. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. The corporation may purchase and maintain indemnification insurance for any person to the extent provided by applicable law.

SECTION 7. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the number of Directors fixed by these Bylaws.


[SIGNATURE PAGE TO FOLLOW]

The foregoing Bylaws of the Hanoi-Amsterdam Organization, Inc. were adopted by the Board of Directors on ______________, 2004.

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