Bylaws & Articles

First Amendment
DAVIS HIGH SCHOOL BLUE & WHITE FOUNDATION
An Unincorporated Association


ARTICLE I – NAME
USection 1.1.U The name of this unincorporated association is the Davis Blue & White
Foundation (the “Foundation”).


ARTICLE II – PURPOSE AND GOALS
USection 2.1.U The purposes of the Foundation are as follows:

2.1.1. To support the improvement of facilities at Davis High School;

2.1.2. To support the improvement of academics at Davis High School;

2.1.3. To communicate effectively with alumni, teachers, administrators, friends,
and supporters of Davis High School;

2.1.4. To maintain graduate information files and serve as a clearinghouse for
alumni information;

2.1.5. To preserve the history and traditions of Davis High School and advance
pride in the school’s heritage.


ARTICLE III – BOARD OF DIRECTORS
USection 3.1.U The Foundation shall be governed by a Board of Directors (hereinafter
referred to as the “Board”). The Board shall have the responsibility to fulfill the Purpose
and Goals of the Foundation, as set forth in Article II herein.

USection 3.2.U The Board shall consist of between nine (9), eleven (11), or thirteen (13)
members, all being voting members and designated as follows; No more than 35% of the
Board Members may be non-Davis High School alumni.

USection 3.3.U This number can be adjusted by a simple majority vote of the Board for
the following reasons:

3.3.1. To accommodate bringing specific or additional expertise onto the Board;

3.3.2. For any other reason as determined necessary by the Board.

USection 3.4.U The Operation Officers for the Foundation shall be elected from the
Board’s membership, by the Board, in compliance with the provisions of Article IV.

USection 3.5.U Board Members shall serve two (2) year terms. Board Members are
eligible to serve additional terms with an approval by a simple majority of the Board.

USection 3.6.U Should any member be unable to serve all or any portion of his or her
term, the remaining members of the Board shall, by majority vote, appoint an individual
to fill the unexpired term specific to that vacancy.

USection 3.7.U A quorum must be present in order to conduct business. A quorum shall
consist of a simple majority of the total Board membership.

USection 3.8.U The Board may, by resolution, be provided indemnification for any and all
current or former officers, directors, and employees of the Foundation against expenses
actually and necessarily incurred by them in connection with the defense of any action,
suit, or proceeding in which they or any of them are made parties, or a party, by reason of
having been officers, directors, or employees of the Board except in relation to matters as
to which such individuals shall be adjudged in such action, suit, or proceeding to be liable
for negligence or misconduct in the performance of duty and to such matters as shall be
settled by agreement predicated on the existence of such liability for negligence or
misconduct.


ARTICLE IV – OPERATING OFFICERS
USection 4.1.U The Operating Officers of the Foundation shall be elected by the Board at
the January meeting of the Board. Officers shall serve two year terms. The Operating
Officers shall also constitute the Executive Committee as set forth in Section 5.5.

USection 4.2.U Operating Officers of the Foundation shall consist of a President, Vice-
President, Secretary/Archivist, and Treasurer. All Officers shall serve within the
framework of their individual terms, as Board Members. After having satisfactorily
performed the duties required of office, all officers shall be eligible to serve an additional
one-year term in the same office. In this manner, it will be possible for individuals to
serve three consecutive years in the same office. Operating Officers shall remain on the
Board for one additional year after their term as an Executive Officer to ensure continuity
within the respective Officer positions.

USection 4.3.U An untimely vacancy to any position of an Executive Committee member
shall be filled as it occurs, in the manner set forth in Article 3.6. for all Board Members.
In this manner, the vacated position on the Board shall be filled first, followed by the
Board’s election of a member to the vacated position of Officer.

USection 4.4U To be eligible for an Operating Officer and/or an Executive Committee
position, the candidate must have been a Board Member for one year.


ARTICLE V – DUTIES OF OFFICERS
USection 5.1.U President – The President of the Foundation shall preside at all meetings
of the Board and shall perform such duties as are normally required of the Office,
including, but not limited to the appointing of all standing and special committees
necessary for the proper functioning of the Foundation.

USection 5.2.U Vice President – The Vice President shall, in the absence of the President,
perform all the duties of the President. He or she shall assist the President and perform
such duties as prescribed by the Board.

USection 5.3.U Secretary/Archivist – The Secretary/Archivist shall keep and maintain the
official minutes of all meetings of the Foundation and the Board. They shall direct the
collection and maintenance of DHS Alumni records and database.

USection 5.4.U Treasurer – The Treasurer shall keep and maintain the official
accounting/banking records regarding the monies of the Foundation, in a manner
consistent with generally accepted accounting principles and/or the requirements of the
IRS and the California Office of Attorney General. The authorized signatories on the
bank accounts shall be the President and Treasurer and may include the Vice President.
Two signatures shall be required on Foundation Checks for any amount over $500.00.

USection 5.5U Executive Committee – In addition to the requirements of the individual
offices as set forth above, the Operating Officers identified in Section 5.2 shall also serve
as the Executive Committee, and as such shall act for and on behalf of the Board of
Directors when the Board is not in session or when designated by the Board to act on
specific matters. The President shall serve as Chairperson of the Executive Committee.
The Committee shall be held accountable to the Board for its actions, and as such shall
report all actions to the Board prior to the next regularly scheduled meeting of the Board
of Directors. To be valid, actions taken by the Executive Committee shall be ratified by
the Board within six (6) months.


ARTICLE VI – TERM OF OFFICE
USection 6.1.U Any modifications to the initial determination shall be the sole authority
and responsibility of the Board. Modifications shall be adopted with a simple majority
vote.

USection 6.2.U All Board members shall be eligible to serve consecutive terms.

USection 6.3.U Once a Board member has fulfilled the requirements of their office for two
consecutive terms, they must be off the Board for a period of one year before becoming
eligible again for membership on the Board. During the time they are not on the Board,
they may serve on non-Board Member committees, or perform other functions as deemed
necessary, and requested by the Board. Upon fulfillment of term, Board members shall
automatically become a Non-voting Member.

USection 6.4.U Board Members may be removed for inactivity and/or failure to meet
expectations as listed in section V by a majority vote of the Board.


ARTICLE VII – ELECTIONS
USection 7.1U Board Members shall present nominees for Board Members to the
Executive Committee. Board Members may be elected at any regularly scheduled
meeting.

USection 7.2.U Nominees shall attend two (2) meetings prior to election to the Board. The
President shall have at least one meeting with the nominee to review the expectations for
the position.

USection 7.3.U The Board shall hold an annual election for Operating Officers in
December of each year. The Board shall elect new Board members by majority vote from
the proposed slate of candidates.

USection 7.4.U There shall be a thirty (30) day waiting period between nomination and
election of Operating Officers.

USection 7.5U The results of all elections shall be reported in the minutes of the
Foundation.


ARTICLE VIII – COMMITEES
USection 8.1.U The Foundation shall create the following standing committees.

- Chairperson for Alumni Archives – Shall be responsible for assisting the
Historian/Archivist in compiling and maintaining a database of DHS Alumni and friends.

- Chairperson for Newsletter/Publicity – Shall be responsible for all mass
communications with the DHS Alumni at large, including, but not limited to,
announcements, notices, events, and fundraising programs. Shall be responsible for
opening and maintaining channels of communications with media (print, radio and
television), as appropriate and needed in order to fulfill the purpose and objectives of the
Foundation.

- Chairperson for Team Blue Devil – An athletic facilities endowment fund, shall be
responsible for setting fundraising goals, designing a fundraising plan and developing
information materials to encourage donations from DHS friends and Alumni.

USection 8.2.U At least one member of any committee shall be a member of the Board of
Directors. The Chairperson of each committee shall be nominated by Board and approved
by the Board by simple majority vote.

USection 8.3.U Additional committees shall be created on an as-needed basis. At the
discretion of the Board, the committees may or may not be recurring.

USection 8.4.U No action by any committee or by an individual member of any
committee, shall be binding upon, or constitute an expression of, the policy or policies of
the Foundation until it has been approved or ratified by the Board of Directors.


ARTICLE IX – COMPENSATION OF BOARD MEMBERS
USection 9.1.U The Officers and Board members of the Foundation shall serve without
pay and neither part of the funds of the Foundation nor any part of its earning shall inure
to the benefit of any member of the Foundation.


ARTICLE X – MEETINGS
USection 10.1.U The Board shall meet on a quarterly basis with additional meetings
scheduled on an as-needed basis. The January meeting shall be considered the annual
meeting.

USection 10.2.U Meetings of the individual committees shall be scheduled as follows:
- as determined by the members of each committee
- as requested by the Board
- as requested by the Executive Committee
- as requested by the President of the Foundation.

USection 10.3.U The Board shall meet for an extended session every December prior to the
Annual meeting to prepare goals for the upcoming year.

ARTICLE XI – FINANCIAL
USection 11.1.U The Executive Committee is responsible for providing an annual budget in
January for approval by the Board. The Board is responsible for operating within the
constraints of an annual budget.

USection 11.2.U All monies of the Association shall be deposited with and disbursed by the
Treasurer.

USection 11.3.U The Board is responsible for complying with all State and Federal Tax
Laws.

USubsection 11.4.U The Chairperson of each committee shall provide their respective
committee budgets to the Board by October 1.

USection 11.5.U Spending outside of an approved budget by a simple majority of the
Board.

ARTICLE XII – AMENDMENTS
USection 12.1.U These By-Laws may be amended by a three quarters (3/4) majority at any
Board Meeting.

USection 12.2.U Notice of any proposed change, alteration, modification, or amendment
shall be submitted in writing at least ten (10) business days before the meeting at which
they will be discussed.

USection 12.3.U The vote on proposed amendments shall be conducted at the meeting
following the meeting at which they were discussed.


ARTICLE XIII – PARLIAMENTARY AUTHORITY
When challenged as to proper parliamentary procedure and when those challenges are not
specifically addressed by the By-Laws of the Foundation, the most current edition of
Roberts Rules of Order shall be the final source of authority in resolving all such
challenges or questions.


ARTICLE XIV – DISSOLUTION
Upon dissolution or winding up of the Foundation, all assets remaining after payment, or
provision for payment, for all debts and liabilities of the Foundation shall be distributed
to Davis Senior High School, a public school operated exclusively for charitable purposes
which is tax exempts under section 5-1 (c)(3) of the Internal Revenue Code.

ARTICLE XV – EFFECTIVE DATE
The Bylaws shall become effective as of January 23, 2002.
The Amended Bylaws shall become effective as of February 5, 2008.