Benevolent Alliance of East Side Employees

Bylaws

ARTICLE I

NAME AND PURPOSES

Section 1. The name of this Association shall be the Benevolent Alliance of East Side Employees, herein referred to as the “Alliance”.

Section 2. Our principal purpose is to provide assistance of a financial nature to employees of the East Side Union High School District, without pecuniary profit to any officer, director, or member.

ARTICLE II

OFFICE AND DURATION

Section 1. The principal office of this Alliance shall be located in the city of San Jose, California. The mailing address of the Alliance shall be approved by motion of the Board of Directors, and shall appear in the Standing Rules.

Section 2. The death, removal, or resignation of any member of this Alliance shall not result in the dissolution of this Alliance.

ARTICLE III

GENERAL POWERS

Section 1. The Alliance shall have the power to own, accept, acquire, mortgage, and dispose of real and personal property, and to obtain, invest, and retain funds, in advancing the purposes stated in Article I above.

Section 2. The Alliance shall have the power to do any lawful acts and things reasonably necessary or desirable for carrying out the Alliance’s purposes, and for protecting the lawful rights and interests of its members in connection therewith.

Section 3. The Alliance shall have the authority to retain the services of employees.

Section 4. The Alliance shall not use its funds or resources to promote the candidacy of any person for any elected or appointed public office, nor shall the Alliance adopt or espouse any position of either support or opposition for any issue being placed before the voting public.

Section 5. The Alliance shall apply for and seek to maintain the status of a tax-exempt non-profit association.

Section 6. The Alliance may seek to become a corporation.

ARTICLE IV

MEMBERSHIP AND DUES

Section 1. There shall be two classes of Alliance membership: (a) regular members who pay monthly dues and (b) benefactor.

Section 2. There shall be three employment categories into which regular Alliance members are divided for purposes of election of members to the Board of Directors, namely:

Category A: certificated non-management;

Category B: classified non-management;

Category C: administrative, including all other employees who are not members of a bargaining unit.

Section 3. Application for regular membership shall be submitted on Alliance forms, personally signed, and given to the Membership Committee or its designee.

Section 4. All applications for regular membership shall provide a means for the applicant to specify his/her employment category, and shall also contain a statement that the applicant agrees to enter into a payroll deduction program with the East Side Union High School District for the purposes of making monthly contributions to the Alliance.

Section 5. Individuals will become regular members upon submission of application and authorization for the Alliance to collect and receive dues by means of payroll deduction.

Section 6. Enrollment as a regular member is accomplished when an individual initiates payroll deduction for dues payment.

Section 7. Upon first joining the Alliance, the dues of each regular member shall begin with the first monthly pay warrant following the timely application for membership, and continue through the June pay warrant.

Section 8. The annual dues of each continuing regular member shall be thirty dollars ($30), payable as a three dollar ($3) payroll deduction beginning with the September pay warrant and ending with the June pay warrant.

Section 9. The Board of Directors may ask the membership for voluntary special assessments in special circumstances.

Section 10: Enrollment as a benefactor is accomplished when an individual or group makes an unconditional contribution of real or personal property which is accepted by the Alliance.

Section 11. The Board of Directors may solicit contributions from benefactors at any time.

ARTICLE V

DIRECTORS

Section 1. The management and government of the affairs of this Alliance shall be vested in a Board of Directors that shall consist of nine (9) members.

Section 2. Members of the Board of Directors shall be employees of the East Side Union High School District.

Section 3. Seats on the Board shall be allocated to each of the employment categories declared in Article IV, Section 2 of this document. Category A shall have four (4) seats; Category B shall have three (3) seats; Category C shall have two (2) seats.

Section 4. Terms of Office.

4.1 Board members shall be elected to a term of two calendar years;

4.2 Four (4) members shall be elected in even years, and five (5) members shall be elected in odd years;

4.3 The year shall be from January 1 through December 31.

Section 5. Five (5) Directors present at a duly called meeting shall constitute a quorum.

Section 6. Meetings of the Board of Directors

6.1 Meetings shall be called by the President of the Board on his or her own initiative, or when a minimum of three (3) Board members request of the President to hold a meeting;

6.2 Meetings shall be held at a time and place convenient to a majority of the Board members;

6.3 Members shall be given at least two (2) working days notice of time and place of meetings;

6.4 Parliamentary procedure shall be observed at all meetings.

Section 7. Vacancies in unexpired terms of office on the Board shall be filled by a vote of the majority of the remaining Board for the duration of the particular unexpired term.

Section 8. Power to enter into contracts on behalf of the Alliance shall be vested in the President, who must be a member of the Board of Directors. All such contracts shall be subject to ratification or disapproval by the Board.

Section 9. All Directors shall serve without salary or stipend for their services as Directors.

Section 10. Directors and regular members may be reimbursed for properly documented out-of-pocket expenses for Alliance business upon approval of the Board of Directors.

Section 11. Authority for approval of the opening or closing of deposit accounts for Alliance funds shall rest with the Board of Directors, which shall consider the recommendations of the Treasurer in such matters.

Section 12. Removal of a member from the Board of Directors may be accomplished in any one of five ways.

12.1 A Board member may resign at any time by submitting a signed and dated letter of resignation to the Board;

12.2 A Board member shall be considered to have resigned after missing three consecutive meetings of the Board;

12.3 A Board member shall be considered to have resigned at such time as he or she is no longer an employee of the East Side Union High School District;

12.4 A member or members may initiate a recall petition signed by ten percent (10%) of the general membership; such petitions must clearly state the intent to remove and the name(s) of the Director(s) whose removal is sought. A special recall election will be initiated within seven working days of the certification of the petition;

12.5 A Board member may be suspended by majority vote of the Board; removal from the Board shall be by special recall election held within seven working days of the date of suspension.

Section 13. No Board member is authorized to provide legal advice or tax advice to any person while acting in the name of or on behalf of the Alliance or the Board of Directors, beyond the benign and non-binding counsel to contact an appropriate and licensed expert in such matters.

Section 14. All Board members shall exercise discretion concerning the personal information of persons who apply for assistance.

Section 15. All Board members shall be authorized signers on Alliance checks; two Board members are required to sign each check drawn on an Alliance account.

ARTICLE VI

OFFICERS

Section 1. The Officers of this Alliance shall be President, Vice-President, Secretary, and Treasurer. The order of the list given in this section shall determine the chain of authority.

Section 2. The Officers of this Alliance shall be members of the Board of Directors, and shall be elected by the Board of Directors at the first meeting of each calendar year.

Section 3. Any officer of the Alliance may be removed from office by a majority vote at a meeting of the Board of Directors as described in Article V, Section 6 of these Bylaws.

Section 4. Legal counsel may be selected by the Board of Directors.

Section 5. Committees

5.1 The President may appoint permanent or special committees for special activities or actions;

5.2 The President may appoint committee members and fill vacancies on committees;

5.3 The President may terminate committees.

Section 6. The President shall:

6.1 Be the primary executive officer;

6.2 Preside over meetings of the Board and meetings of the general membership;

6.3 Call special meetings of the Board of Directors;

6.4 Act as official spokesperson for the Alliance;

6.5 Oversee the completion of all reports to the members;

6.6 Delegate responsibilities to other members of the Board of Directors;

6.7 Set the agenda for meetings of the Board and of the general membership.

Section 7. The Vice-President shall:

7.1 Preside over meetings of the Board meetings and meetings of the general membership in the absence of the President;

7.2 Assist the President in executive duties;

7.3 Oversee membership drives.

Section 8. The Secretary shall:

8.1 Preside over meetings of the Board and meetings of the general membership in the absence of the President and Vice-President;

8.2 Take, distribute, and preserve minutes of all meetings of the Board and of the general membership;

8.3 Conduct all official correspondence of the Alliance;

8.4 Maintain copies of membership applications;

8.5 Keep attendance rosters for all meetings of the Board;

8.6 Maintain archives of all applications forms arising from requests for assistance;

8.7 Maintain archives of ballots from annual elections for the proscribed time.

Section 9. The Treasurer shall:

9.1 Preside at meetings in the absence of the President, the Vice-President, and the Secretary.

9.2 Maintain all financial records in proper order, including

9.2.1 Promissory notes;

9.2.2 Accounting ledgers indicating progress towards repayment of funds which may have been provided to applicants as loans;

9.2.3 Copies of monthly Vendor deduction rosters.

9.3 Oversee the establishment and maintenance of deposit accounts for Alliance funds, which may include accounts commonly known as checking accounts, savings accounts, and brokerage accounts;

9.4 Make periodic recommendations to the Board concerning the opening, closing, or moving of such accounts;

9.5 Prepare an annual financial report of the Alliance;

9.6 Be responsible for the timely filing of all necessary tax forms and permits;

9.7 Prepare records for periodic audits;

9.8 Report on the financial status of the Alliance at each meeting of the Board;

ARTICLE VII

COMMITTEES

Section 1. The Board of Directors shall create all permanent and special committees as it deems necessary. When the Board creates a committee, it shall designate its power and duties.

Section 2. The President shall appoint committee chairs and members, and set their terms.

ARTICLE VIII

COMMUNICATIONS WITH MEMBERSHIP

Section 1. Members of the Board of Directors will periodically endeavor to communicate information about the progress, goals, accomplishments and needs of the Alliance to employees within their same employment category.

Section 2. The Board of Directors shall cause a newsletter to be sent to Alliance members no less frequently than annually. Each newsletter should contain a discrete summary of the proceedings of the Alliance since at least the preceding newsletter, the names of the current Directors, the schedule for the next election, and a financial statement.

Section 3. The Board of Directors shall prepare an annual report that details the work of the organization, including an income/expense statement, and a summary of actions and activities. This report shall be made available to members by the last school day in January. Other special reports shall be at the discretion of the Board.

Section 4. Special meetings of the general membership may be called at any time upon the petition of five percent (5%) or more of the membership or the majority of the Board.

Section 5. Notification of all such meetings will be posted in a conspicuous place or announced at each site for at least two (2) days prior to each meeting.

ARTICLE IX

EXPULSIONS AND RESIGNATIONS

Section 1. Resignation of a member becomes effective when said member terminates his/her employment by the East Side Union High School District, or cancels his/her automatic payroll deduction for dues payment.

Section 2. No portion of a person’s previously-paid dues shall be due a person who ceases to be a member.

ARTICLE X

AMENDMENTS AND VOTING

Section 1. Amendments to these Bylaws may be proposed either:

1.1 By a member of the Board of Directors;

1.2 By a petition signed by at least ten percent (10%) of the membership.

Section 2. Proposed amendments to these Bylaws must be agendized for discussion at a meeting of the Board of Directors.

Section 3. A vote to ratify proposed amendments shall not occur at the same meeting of the Board of Directors at which the proposed amendment or amendments are first agendized.

Section 4. Amendments are ratified by an affirmative vote of at least two-thirds of the members of the Board of Directors.

Section 5. Unless specifically described otherwise herein, outcomes of voice, roll call, and secret ballot elections shall be decided based upon the numbers of valid ballots actually cast, regardless of the number of eligible voters.

ARTICLE XI

OPERATIONS

Section 1. The Directors of the Alliance shall conduct the operations of the Alliance consistent with the stated goals and guidelines of the Alliance as set forth in these Bylaws, and as may be clarified or further defined from time to time by adoption of Election Procedures and Standing Rules.

Section 2. The Board may adopt or amend Election Procedures and Standing Rules by a simple majority vote at a regular Board meeting.

Section 3. It shall be the policy of the Alliance to attempt, wherever practical, to make payments of approved assistance grants directly to named vendors and/or creditors and not directly to applicants.

Section 4. It shall be the policy of the Alliance to require signatures from two Directors on all checks and other instruments of withdrawal from Alliance accounts.

ARTICLE XII

ELECTIONS

Section 1. Elections will be supervised by the Board of Directors, which may appoint a subcommittee to carry out any duties relevant to the election process.

Section 2. Elections shall take place at such places and employing such persons as may comply with Election Procedures established and disseminated in writing by the Board from time to time.

Section 3. No change in election procedures shall be allowed once nomination procedures have begun, until after the election, without unanimous agreement by all Directors.

Section 4. Whenever a matter subject to vote by the Directors has more than two alternatives, runoff elections shall be required until one alternative has received a majority of the votes cast.

ARTICLE XIII

DISSOLUTION

Section 1. This Alliance can be dissolved by a vote of a majority of the members of record on the day of the voting.

Section 2. Upon dissolution, all assets remaining after meeting liabilities shall be given to United Way charities. This shall be preceded by a final audit and financial report to the membership.