Section 2. Purpose
The Association, organized under the Not-for-Profit Corporation Law of the State of Montana, shall have for its purposes:

(a) to award scholarships and other grants to deserving students of Billings West High School ("the School"),

(b) to maintain the relationship of alumni to the School and to each other through written and other communications, and social, academic and other events,

(c) to render aid and cooperation to the School in order to facilitate academic and extracurricular programs and other student activities, and

(d) to raise funds, by dues, contributions, events and otherwise, in order to support those activities which result in the furtherance of items (a) through (c) above.

Section 3. General
The Association's principal office shall be located at the home of the then current Association President. Charter President shall be the Association's founder, Julie Knebel Schopp, 224 Ashley Court, Billings, MT 59105. A separate mailing address may be designated from time to time.

The Association shall have as its fiscal year the period from July 1 to June 30.

All monies of the Association shall be deposited at or invested with financial institutions accredited by and located in the United States.

There shall be kept at the office of the Association and at the School correct books of account of the activities and transactions of the Association including a minute book which shall contain a copy of these Bylaws plus all minutes of meetings of the members and of the Board and its committees, as well as all other records of the Association.

Section 4. Non-discrimination
The Association shall not discriminate against any employee, member or applicant for employment, or membership because of race, color, religion, sex, sexual preference, age, physical or mental disability, or national origin.

C. Honorary Members
There shall be an honorary membership class consisting of persons, selected by the Board from time to time at a regularly scheduled meeting, who have made significant contributions to the School or the Association but did not attend the School. Honorary members shall have no right to vote, to hold office in, or to serve on the Board of Directors of the Association.

Section 2. Revocation and Suspension
The rights and privileges of any member of the Association, except Directors and Officers, may be revoked or suspended for cause adversely impacting the Association or the School at any duly noticed Board meeting, after two weeks written notice of intent to take such action, by a majority vote of the Board then in office

Section 2. Quorum
There shall be required a minimum of either 12 voting members or five (5) percent of the total voting membership, whichever is less, present in person or by proxy, to constitute a quorum at an Annual General Meeting.

Section 3. Rules of Order
The presiding officer may, at his or her discretion, use Robert’s Rules of Order to conduct the meeting

Section 2. General
The Association shall be governed by a Board of Directors consisting of a minimum of six and not more than twelve voting members, whose rights and privileges have not been revoked or suspended. The Board shall be responsible for the management, oversight and active conduct of the affairs of the Association. Committee chairpersons shall be chosen from Board members. The Board of Directors shall meet after due notice not less than once every six months. One-third plus one member of the Board then in office shall constitute a quorum. The presiding officer may, at his or her discretion, use Robert’s Rules of Order to conduct the meeting.

Section 3. Term of Office
Board members shall be elected in the first calendar quarter of each year by the voting membership of the Association for a term of three years. The results of the election shall be announced at the Annual General Meeting. The term of office shall begin at the next meeting of the Board of Directors following the Annual General Meeting. Terms of directors shall be staggered in such a way that the terms of office of approximately one-fourth of the directors shall expire each year. In the event that a vacancy in any directorship shall exist as a result of retirement, resignation, removal, death, or any other cause, the President may appoint a qualified voting member of the Association to fill such vacancy until the next election, at which time a director will be elected to serve for the remainder of the term.

Section 4. Nominating Procedure
The Board of Directors shall, annually, prepare a slate of qualified candidates for Director and present it to the membership for approval by general election. There shall be an ad hoc Nominating Committee consisting of three or more voting members appointed by the President with the advice of the Board. This Committee shall recommend to the Board nominees for candidacy in the ensuing election.

Section 5. Action Without a Meeting
Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or such committee consent in writing to the adoption of a resolution authorizing the action. Written consents may be provided by properly authenticated email. Such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 6. Participation by Telecommunications Equipment
Any one or more members of the Board or any committee thereof may, where practical, participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear one another at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 7. Participation by Internet Relay Chat
Any one or more members of the Board or any committee thereof may, where practical, participate in a meeting of the Board or such committee by means of an Internet Relay Chat Program allowing all persons participating to read the input from all other participants. Participation by such means shall constitute presence in person at a meeting.

Section 8. Removal
Any Director of the Association may be removed or suspended for cause adversely impacting the Association or the School after a motion made and carried by a simple majority vote at a duly noticed Board meeting, followed by two weeks written notice of intent to take such action, and a vote carried at a subsequent Board meeting by a two-thirds majority of the Board then in office.

Section 2. Duties of Officers
The duties of the officers shall be those usually incident to their respective offices.

1. President. The President shall preside at all meetings of the Board and the Annual General Meeting, and shall be a member ex-officio of all committees with the right to break ties in all voting matters. The President shall, with the advice of the Board, appoint committee chairs and committee members, and hire and fire employees. The President shall provide general direction for the affairs of the Association and shall have all powers necessary and incident thereto.
2. Vice President. The Vice President shall act as assistant to the President and shall perform the duties of the President in his or her absence, including presiding at meetings of the Board and the Annual General Meeting. The Vice President shall chair the Audit Committee. The Vice President shall be assigned specific duties by the President.
3. Recording Secretary. The Recording Secretary shall serve as Corporate Secretary of the Association and be responsible for the keeping of accurate and complete records of the Association, including the proceedings of the Board and the Annual General Meeting.
4. Treasurer. The Treasurer shall be responsible for the financial operations of the Association including the custody of all monies of the Association, shall be responsible for keeping an accurate record of receipts and expenditures, and shall make provisions for an annual independent audit of the books and records of the Association. The Treasurer will be a member of the Audit Committee and the Investments Committee.
5. Membership Officer. The Membership Officer shall be responsible for maintaining accurate membership records of the Association and shall chair the Membership Committee.
6. Scholarship Officer. The Scholarship Officer shall be responsible for maintaining and updating the scholarship and grants applications and all records pertaining to scholarship and grant recipients. The Scholarship Officer shall chair the Scholarship and Grants Committee.

Section 3. Term of Office
Charter Officers will be selected from a list of volunteers by the Charter President and will serve until the first Board meeting following the first Annual General Meeting. At that time, officers shall be elected by the Board of Directors. Candidates for officer positions must be members of the Board of Directors in good standing. All officers will take office immediately upon election and serve for a term of two years.

Section 4. Removal
Any officer of the Association may be removed or suspended for cause adversely impacting the Association or the School after a motion made and carried by a simple majority vote at a duly noticed Board meeting, followed by two weeks written notice of intent to take such action, and a vote carried at a subsequent Board meeting by a two-thirds majority of the Board then in office.

Section 5. Vacancies
In the event that the Office of the President becomes vacant as a result of retirement, resignation, removal, death, or any other reason, the Office shall be succeeded for the unexpired portion of the term by the Vice President, then Recording Secretary, and then Treasurer. In the event of a vacancy in any office other than the President, a successor to fill the unexpired portion of the term shall be elected by the Board.

Section 2. Executive Committee
The Executive Committee shall consist of the Officers of the Association and shall be chaired by the President of the Association. The Executive Committee shall have all the authority of the Board, except as prohibited by law, to conduct the affairs of the Association between regular meetings of the Board in situations where an assembly of a quorum of the Board would be impractical or impossible. Actions of the Committee shall require a majority vote. The Committee shall report to the Board on any actions taken at the next scheduled Board meeting.

Section 3. Membership
The Membership Committee shall maintain accurate records pertaining to the members of the Association including, but not limited to, dues payments and current contact information. The Membership Committee shall be responsible for the safeguarding of such information in accordance with applicable laws and Association policies. In addition, the Membership Committee shall be responsible for recruiting new voting members and for passing upon or recommending for membership those candidates who meet the qualifications. The Membership Committee shall regularly review such qualifications.

Section 4. Reunions
The Reunions Committee shall act as liaison between the Association and alumni wishing to hold reunions. The Association will provide, at the minimum, a link to advertising of said reunion on the Association website. A form of contract shall be created by the Reunions Committee and approved by the Board. Said contract, once approved, shall be signed by an officer of the Association and a representative from the class wishing to hold reunions.

Section 5. Communications
The Communications Committee shall be responsible for regular Association communications including, but not limited to, the publication of the Association newsletter and the publication of the Association website.

Section 6. Audit
The Audit Committee shall be responsible for the Association’s auditing, accounting, and control functions, including, but not limited to, choosing an annual independent audit and all tax accounting services as needed, reviewing financial reports, establishing adequate procedures and controls, and reviewing financial performance. The Audit Committee shall draw up, in the last quarter of the fiscal year, a budget for approval by the Board for the upcoming fiscal year, and monitor spending against budgeted amounts, as well as issue monthly financial reports to the Board. The Audit Committee shall be composed solely of Directors, with the Treasurer as the chairperson.

1. The Scholarships and Grants Committee shall, from time to time, establish procedures for applying for, and criteria for granting, scholarships, grants, and other financial assistance. The Committee shall review all individual student applications for assistance and determine, in its judgment, which applicants are entitled to assistance and the amount of such assistance.
2. The Scholarship and Grants Committee shall review all requests for Association funds from the School, student groups, departments, teams, and other groups associated with the School. The Scholarship and Grants Committee shall have the power to approve or disapprove requests that are at or beneath the statutory limit that shall be set by the Board from time to time. The Scholarship and Grants Committee shall recommend to the Board approval or disapproval of requests that are above the statutory limit. The Scholarship and Grants Committee shall be responsible for ensuring that a monthly activity report is provided to the Board. The Scholarship and Grants Committee shall ensure that all Scholarship and Grants are made and spent consistent with the stated purposes of the Association.

Section 8. Investments
The Investments Committee shall be responsible for the prudent investment of all Association funds. At least annually, the Investments Committee shall present to the Board for its review and approval an investment strategy. The Investments Committee shall report promptly to the Board any significant deviation from the approved investment strategy. The Treasurer shall be a member of this Committee.

Section 9. Special
The Board may, from time to time, create such special committees as may be deemed desirable. The members of any such committee shall be appointed by the President with the advice of the Board. Special committees shall have only such powers as are specifically delegated to them by the Board, and as are permitted by law. Special committees shall serve at the pleasure of the Board.

Section 2. Recipient Obligations
No obligation for repayment of any such funds awarded shall be imposed on the recipients unless otherwise specified upon the award of the funds.