AMENDED AND RESTATED BYLAWS OF TULSA CENTRAL HIGH SCHOOL FOU

•  Section 1. The name of this corporation shall be “Tulsa Central High School Foundation, Inc.” 

• Section 1. The purposes of this corporation shall be to promote the advancement of educational excellence at Tulsa Central High School (School); to financially assist programs and projects for the enrichment of the School’s academic, cultural, athletic, and other activities for the benefit of the student body and faculty; and to, establish a mutually beneficial relationship between the School and its alumni and friends.

• Section 1. Membership in this corporation shall be available to all alumni of Tulsa Central High School and to others who desire to advance the educational programs of the School by participating in the activities of the corporation.

• Section 2. Membership in the corporation shall be divided into such classifications as may be deemed appropriate from time to time by the Board of Directors.

• Section 1. The Management of the corporation and the responsibility for its operation shall be vested in a Board of Directors. Any member of the corporation shall be eligible to serve as a Director.

• Section 2. The Board of Directors shall be composed of a minimum of three elected members and a maximum of 24 elected members, as determined from time to time by the Board. If the Board increases the number of Directors, the Board shall have the right to fill the Board memberships created by such increase by appointment, and the appointees shall serve until the next regular election of Directors.

• Section 3. Each elected member of the Board of Directors shall serve for a three-year term to expire at the annual meeting of members in the third year following their election. In exercising its authority to determine the number of members of the Board, the Directors shall take such action as is appropriate so that the terms of approximately one-third of the elected Directors shall expire each year.

• Section 4. A majority of the Board of Directors shall constitute a quorum for all purposes until the number of Directors exceeds 15; thereafter, one-third of the Board of Directors shall constitute a quorum for all purposes.

• Section 5. The annual nomination and election of Directors shall be conducted as follows: 

• (a). Each year prior to the Annual Meeting the President shall appoint a Nominating Committee of three or more members of the corporation, who may or may not be members of the Board.

• (b). The Nominating Committee shall select at least one nominee to fill each vacancy that will occur on the Board of Directors as of the following annual meeting of members.

• (c). The Nominating Committee shall present its completed slate of nominees to the Executive Committee  prior to the Annual Meeting.

• (d). Those nominees receiving the highest number of votes cast shall be elected. If two or more nominees, at least one of whom would be needed to fill a term on the Board, should receive the same number of votes, all such nominees shall be declared elected to the Board. 

• Section 6. Vacancies in elected positions on the Board of Directors shall be filled by appointment by the President subject to approval by the Board. A Director so appointed shall serve until the expiration of the term of the vacated position.

• Section 7. In addition to the elected Board of Directors, the President of the Foundation shall be authorized to appoint up to fifteen persons to serve as members of an Advisory Board for a period of up to one year. Such members shall not be voting memdent. Such appointments shall be subject to confirmation by the Board of Directors.bers of the Board of Directors and shall perform such duties as requested by the President. Such appointments shall be subject to confirmation by the Board of Directors.

• Section 1. The Officers of the corporation shall be a President, an Executive Vice President, one or more Vice Presidents, a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board deems appropriate, and may from time to time include a Chairman of the Board as the Board may decide. Candidates for Officers of the Corporation shall be selected by the Nominating Committee as authorized and described in Article IV, Section 5 of these Bylaws.

• Section 2. In the absence of an elected Chairman of the Board, the President shall serve as Chairman of the Board and shall preside at meetings of the Board of Directors.

• Section 3. The President shall be the chief administrative and executive officer of the corporation, shall exercise all the prerogatives and be charged with all the duties incident to the office, and shall have general supervision, direction, and control of the business and affairs of the corporation.The President shall preside at all meetings of the Executive Committee.

• Section 4. The Executive Vice President shall assume the duties and exercise the powers of the President in the absence of the President and shall perform such other duties as the Board of Directors shall designate.

• Section 5. The other Vice President(s) shall perform such duties as the Board of Directors shall designate.

• Section 6. The Secretary shall keep records of all meetings of the Board of Directors and be charged with all the duties customarily incident to such office.

• Section 7. The Treasurer shall receive and account for all monies of the corporation, shall disburse funds under the direction of the Board of Directors, and shall be charged with all the duties customarily incident to such office.

• Section 8. Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as the Board of Directors may delegate to such offices.

• Section 9. Each Officer shall serve for a term of one year or any portion of a term to which said Officer shall have been appointed to fill an unexpired term.

• Section 10. The election of Officers shall take place at the annual meeting of the members of the corporation. 

• Section 11. Officers shall be elected by a majority vote of the members of the Board of Directors who shall be present (in person or electronically) and voting at said first meeting of the Board following the annual meeting of the corporation. Vote by written ballot shall be mandatory upon request of any member of the Board

• Section 1. The Executive Committee shall be composed of the Officers of the corporation and such other Board members as the President may appoint.

• Section 2. The Board of Directors may delegate to the Executive Committee any or all of the powers of the Board of Directors in the management of the business and affairs of the corporation. 

• Section 3. The Executive Committee shall meet as called by the President or on the request of any three members thereof. During intervals between meetings of the Board of Directors, the Executive Committee may act in all matters concerning the interest and management of the affairs of the corporation. 

• Section 4. The Executive Committee shall keep regular minutes of its proceedings

• Section 1. The annual meeting of the members of the corporation shall be held during the month of November or December at such time, date, and place as shall be designated by the Board of Directors.

•  Section 2. All members in attendance (in person or electronically) shall be eligible to vote at meetings of the corporation members.

• Section 3. The Board of Directors shall meet at such times and places as it determines. Meetings of the Board shall be open to all members.

• Section 4. A special meeting of the Board of Directors may be called by the President for any purpose deemed necessary, and shall be called upon the request of a quorum of the Board. Notice of such meeting shall be given at least seven days prior to such meeting and shall state the purpose for which the meeting is called. No business other than that disclosed on the notice shall be transacted at any special meeting. 

• Section 5. Meetings of the members of the corporation, its Board, and all committees shall be governed by Roberts Rules of Order.

• Section 1. The Board of Directors shall have the right, from time to time, to establish such standing and special committees, and to fix the duties thereof, as the Board deems appropriate.

• Section 2. All committee chairpersons shall be appointed by the President.

• Section 1. The fiscal year of the corporation shall commence on the first day of January each year and end on the 31st day of December each year.

• Section 1. Amendments to these Bylaws may be made upon two-thirds vote at any meeting of the Board of Directors, provided written notice containing a substantial text of the proposed amendment or amendments shall be mailed to each member of the Board at least 10 days before said meeting.

These Bylaws, originally adopted June 2, 1982 and amended by the Board of Directors on June 9, 1983, January 24, 1985, October 22, 1987, September 10, 1992; September 8, 1994; November 2003 are herewith amended and restated by majority vote of the Board of Directors this 8th day of December, 2011.