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Articles of Association & Bylaws

Articles of Incorporation of Scottsburg High School Alumni Association, Incorporated

ARTICLE 1 – Name

The name of the corporation shall be Scottsburg High School Alumni Association, Incorporated (also known as SHS Alumni Association, Inc.), hereinafter referred to as the Association.

ARTICLE 2 – Principal Office

The place in this State of Indiana where the principal office of the Association is to be located: SHS Alumni Association President, Scottsburg High School, 500 South Gardner Street, Scottsburg, IN 47170.

ARTICLE 3 – Purpose

Said Association is organized exclusively for charitable, religious, educational and scientific purposes, under section 501(c)3 of the Code, including, but not limited to, the following purposes.

A. To unite the graduates and former students of Scottsburg High School for social fellowship and closer professional relationships.

B. To promote the value of a high school education, and to promote the purposes of continuing education after high school by extending financial aid in the form of scholarships to qualifying students of Scottsburg High School.

C. To maintain 501(c)3 status of the Internal Revenue Code in order to maximize opportunities to raise funds to provide the scholarships.

D. To receive and distribute property and funds through various means in accordance with 501(c)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code, in order to maximize our ability to provide scholarships.

ARTICLE 4 – Initial Trustees

The names and addresses of the persons who are the initial trustees of the Association are as follows.

⁃ Brenda Kendall, President, Underwood, Indiana

⁃ Dennis Nicholas, Vice President, Scottsburg, Indiana

⁃ Nancy Swank, Secretary, Underwood, Indiana

⁃ Jessica Jones, Treasurer, Underwood, Indiana

ARTICLE 5 – Distribution of Funds

A. No part of the net proceeds of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3 hereof.

B. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

C. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE 6 – Disposition of Assets

Upon the dissolution of the Association, assets shall be distributed as follows.

A. The Treasurer shall first fulfill all outstanding debts and obligations of the Association.

B. Any remaining funds shall be dispersed to another organization that will use the funds in accordance with the exempt purposes within the meaning of section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code.

C. Any funds being held by another organization as referred to in Article 3(D) shall be distributed as agreed upon within the original disbursement guidelines.

D. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Brenda Kendall, President Dennis Nicholas, Vice President

Nancy Swank, Secretary Jessica Jones, Treasurer


These Bylaws will be considered for ratification by majority vote of the Association members present at its annual meeting on June 25, 2016. They shall be used to govern the operation of the Scottsburg High School Alumni Association Inc. until they are revised or amended.


A. An active member is any person who:

1. is a graduate of Scottsburg High School or attended Scottsburg High School AND

2. attends the annual meeting.

All active members are entitled to voting and other privileges of membership, provided they have not been disqualified by the Membership Committee for an egregious act against the Association.

B. No fees or dues are required for membership.

C. Each active member shall be entitled to one vote in the affairs of the Association. Voting rights must be exercised in person at the annual meeting, except in extreme cases where the Association might need to provide for a mail or electronic vote of all known members. In such cases, the Association would attempt to contact the member using the last address on file with the Association. In any such case, a majority of votes cast would determine passage or failure of the issue.

D. An active member shall remain an active member, eligible to attend the annual meeting and vote, unless for some egregious act against the Association the Membership Committee has decided to expel the member. In such a case, the member will be provided a written notice explaining the expulsion and a reminder that they may no longer attend the annual meeting.


A. There shall be an annual meeting of the Association each year for election of officers, conducting other Association business, and fellowship of all active members. Notice of this meeting, issued by the Secretary, shall be provided at least 60 days before the scheduled time of the meeting by mail or email and posts on the Association’s Facebook page and website (if any), and in local media.

B. Special organized meetings of the Scottsburg High School Alumni Association Inc., in addition to the annual meeting, may be called by the Executive Committee after proper notification.

C. The number of active members present at each meeting shall constitute a quorum, and a majority vote of the quorum will be required for passage of any motion properly made and seconded.

D. The agenda of the annual meeting shall be determined by the Executive Committee and may include:

a. Call to order

b. Recess for dinner

c. Reconvene

d. Presentation of the Minutes of the previous annual meeting

e. Presentation of the Treasurer’s report

f. Roll call

g. Recognition of any special honors and awards, such as: Outstanding Alumni,

Scholarship Recipients and Honor Students, Special classes

h. New business

i. Election of officers for the ensuing year

j. Adjournment

 The order of business may be altered or suspended at any meeting by a majority vote of the Executive Committee.


A. The Executive Committee (elected officers) of the Association shall be a President, a Vice-President, a Secretary and a Treasurer. Other offices and officers may be established and appointed by the Executive Committee as necessary.

B. The elected officers of the Association take office immediately upon election and shall serve a term of one year, or until successors are duly elected. Officers are eligible for re-election and vacancies in any office may be filled for the balance of the one-year term by the Executive Committee.

C. President. The President shall be the chief officer of the Association and shall be present at meetings of the Association and the Executive Committee. The Vice-President will preside in the absence of the President as provided in the Vice-President’s duties. The President shall be a member of all committees and may communicate to the Association such matters as may in the President’s opinion tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are incumbent to the office.

D. Vice-President. The Vice-President shall assist the President as needed and will perform all duties of the President during the absence of the President. The Vice-President shall be a member of all committees.

E. Secretary. The administration and management of the Association’s records shall be vested in the Secretary. Other duties shall include the following:

a. Give notice of and attend all meetings of the Association and record the proceedings.

b. Conduct correspondence to include announcement of the annual meeting.

c. Keep a list of the Association members, their addresses, and other pertinent information.

d. Perform such other activities as may be directed by the elected officers.

F. Treasurer. The Treasurer shall keep an account of all moneys received and expended by the Association, and shall make disbursements authorized by the Executive Committee. Other duties shall include the following:

a. Deposit all sums of money given to the Association into the account(s) in the bank(s) approved by the Executive Committee. The Secretary and Treasurer will be the authorized signatures on the account(s) but either officer may sign a check for withdrawal.

b. Make a report at the annual meeting and at anytime asked for by the Executive Committee.

c. Make available at all times funds, books, and vouchers for verification by the Executive Committee or by an auditor approved by the Executive Committee.

d. Deliver to his/her successor all books, money, and any other property of the Association currently in the treasurer’s possession.

e. The Treasurer, with the assistance of the Executive Committee, shall also be responsible for ensuring all necessary information is properly filed in order to maintain the 501(c)3 exemption status of the Association.


The fiscal year of the Scottsburg High School Alumni Association Inc. shall be from the conclusion of an annual meeting until the conclusion of the next annual meeting.


A. Officers. The election of Association officers shall take place annually at the time and place of the regular annual meeting. All members present at the meeting shall be entitled to vote. Candidates who receive a simple majority of the votes so cast shall be elected.

B. Executive Committee. The elected officers of President, Vice-President, Secretary, and Treasurer shall compose the Executive Committee.


A. Executive Committee. The Executive Committee shall consist of the elected officers of the Association. They shall fulfill all duties required of the Executive Committee in the Articles of Association and the Bylaws, and their roles and authority shall be as elected (President, Vice-President, Secretary and Treasurer). They shall establish guidelines for all committees regarding the usual duties, terms of office, and requirements for reports unless otherwise specified in these bylaws.

B. Membership Committee. If it becomes necessary to consider the expulsion of an active member due to some egregious act against the Association, the elected officers shall constitute a Membership Committee with the responsibility to determine whether the guilty member must be expelled for the good of the Association. Any member so expelled must be notified in writing at their last point of contact on file with the Association and will not be allowed to continue membership activities (This includes attendance at the annual meeting.) Officers’ roles and authority on the Membership Committee shall be as elected.

C. Scholarship Committee. This committee shall be appointed by the Executive Committee. They are to prepare scholarship applications for the Scottsburg High School students, review the applications received, and determine the recipient(s) for the scholarship(s) awarded by the SHS Alumni Association Inc.

D. Outstanding Alumni Committee. This committee shall be appointed by the President of the SHS Alumni Association Inc. They are to review the resumes of SHS graduates that are submitted to the committee for consideration for the Scottsburg High School Outstanding Alumni Award.

E. Other Committees. The Executive Committee may establish other committees the officers deem necessary.


A. Procedure. The Bylaws of the Association may be altered, amended, or repealed in whole or in part, by a simple majority vote at any duly organized meeting of the Association or, if required by special circumstances, by a majority vote at the conclusion of any special mail or electronic ballot.

B. Proposals. Amendments may be proposed by any Association member and must be presented in writing to the President at least 90 days prior to the Annual Meeting. The text of the proposed amendment(s) shall be reviewed by the Executive Committee and if necessary, a legal consultation as to the effect, if any, of the proposed amendment on the exempt status within the meaning of Section 501(c)(3) of the Internal Revenue Code and the nonprofit status of the Association under the laws of the state of Indiana. Notice of proposed amendments will be included with the annual meeting announcement.

C. Review. These Bylaws will be reviewed by the Executive Committee as needed.


Nothing in these Bylaws shall constitute members of the Association as partners for any purpose. No member, officers, agent or employee shall be liable for the acts or failure to act of any other member, officers, agent or employee of the Association. Nor shall any member, officer, agent or employee be liable for his or her acts of failure to act under these Bylaws, excepting only acts or omissions arising out of his or her willful malfeasance.


An officer or committee member may be removed from office in the event of such acts of defraud, dishonesty, misrepresentation, or other reasonable cause as would prevent the effective performance of his/her duties. If an officer or committee member is removed or unable to fulfill their duties, the position will be filled by the Executive Committee.


A. Finances. This Association shall not operate as a profit-making organization, nor is it founded with the intent of making a profit. The Association shall use any and all funds only for objects and purposes specified in these Bylaws.

B. Bonding. Persons entrusted with handling Association funds may be required, at the discretion of the Executive Committee, to furnish, at Association expense, a suitable fidelity bond.


The Association may be dissolved by the vote of a two-thirds majority of members present at the annual meeting. In the event of dissolution, the property of the association shall be distributed as follows:

A. The Treasurer shall first fulfill all outstanding debts and obligations of the Association.

B. Any remaining funds in the Association’s account shall then be paid to Scottsburg High School, designated for use ONLY as scholarship funds for qualifying graduating students continuing their education

C. Any funds in the hands of the Scott County Community Foundation Inc. shall be disbursed according to the guidelines originally intended for those funds.

These Bylaws supersede all provisions or any previous Bylaws of the Scottsburg High School Alumni Association Inc.

These Bylaws were voted upon by the current Scottsburg High School Alumni Association, Inc. and adopted this 25 day of June, 2016