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BY-LAWS OF

NURNBERG ALUMNI ASSOCIATION, INC.,

A TEXAS NON-PROFIT CORPORATION

Article 1: OFFICES
Article 2: MEMBERS
Article 3: MEETINGS OF MEMBERS
Article 4: BOARD OF DIRECTORS
Article 5: OFFICERS
Article 6: COMMITTEES
Article 7: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Article 8: CERTIFICATE OF MEMBERSHIP
Article 9: BOOKS AND RECORDS
Article 10: FISCAL YEAR
Article 11: DUES AND ASSESSMENTS
Article 12: SEAL
Article 13: WAIVER OF NOTICE
Article 14: AMENDMENTS TO BY-LAWS AND ADOPTION

ARTICLE 1

OFFICES

Principal Office

1.01. The principal office of the corporation in the State of Texas shall be located in the boundary limits of Dallas County, Texas. The corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

Registered Office and Registered Agent

1.02. The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE 2

MEMBERS

Classes of Members

2.01. There shall be one class of membership.  In order to qualify as a member of this corporation a person must be a former student, faculty member, or employee of NURNBERG AMERICAN HIGH SCHOOL, Nurnberg, Germany, or a spouse or offspring of such student, faculty member, or employee, or such other person who, in the Judgment of the Board of Directors, has maintained such a close association with said institution as to justify the extension of membership to such person.

Voting Rights

2.02. By the term “member” is meant the name of person coming within the description set out in paragraph 2.01 hereof, and that member shall be entitled to a membership and shall be entitled to only one (1) vote for such membership.

Denial of Voting

2.03. A member shall not be entitled to vote upon a question submitted for voting in the event such member has failed to pay the dues as required for a member, as hereinafter set out. The date for the determination of whether a member is in default in the payment of dues and/or assessments shall be that time for payment as is provided in Article 11 hereof.

Transfer of Membership

2.04. Membership in this corporation is dependent upon a person qualifying as a member pursuant to the description set out in Paragraph 2.01 hereof, and the membership issued in accordance therewith is non-transferrable absent express permission issued by the Board of Directors.

Termination of Membership

2.05. In the event a member fails in the payment, of the member’s dues and/or assessments for a period of sixty (60) days as provided in Article 11.04 hereof, the Board of Directors may, at their discretion, notify the delinquent member by certified mall, return receipt requested, of such default. In the event the member shall fail to pay in full the dues and/or assessment which is so delinquent at or before ten (10) days from the date of the posting and/or pending of such notice, the board may, at its election without further notice of any kind or character, terminate the membership of such party. In the event of such termination, all rights and benefits of the membership so terminated shall be forfeited and the member shall be denied any further rights in the corporation and/or benefits inuring therefrom. Re-establishment of such membership shall be granted only upon compliance with the provisions of Article 2.06 hereof.

Re-Establishment of Membership

2.06. In the event a member whose rights to membership in this corporation shall have been terminated, as provided in Article 2.05 hereof, such member may re-establish its membership upon compliance with the following: By the payment to the corporation of the aggregate sum of the amount of unpaid dues and/or assessments owing as of the along date of termination of such membership with an administrative fee of $10.00

Limitation on Re-Establishment

2.07. In the event the member has not re-established membership, as provided in Article 2.06 above within a period of four (4) years from and after the date of termination, as provided in Article 2.06 above, such termination shall become irrevocably final four (4) years and one (1) month after the date of termination, as provided in Article 2.05 hereof. No right of re-establishment of membership shall be granted.

ARTICLE 3

MEETINGS OF MEMBERS

Periodic Meetings

3.01. Periodic meetings of the members shall be held from and after the year 1987 on the dates and at the times as selected by the Board of Directors, with notice of such meetings to be given in the manner provided below to each of the members for the purpose of electing Directors, and for the transacting of other business as may come before the meeting. The periodic meetings shall coincide with preplanned reunions. If the election of Directors shall not be held on the day designated herein for any periodic meeting, or at any adjournment thereof, the Board of Directors shall cause election to be held at a special meeting of the members as soon thereafter as possible.

Special Meeting

3.02. Special meetings of the members may be called by the President, the Board of Directors, or not less than one tenth (1/10th) of the members having voting rights.

Place of Meeting

3.03. The Board of Directors may designate any place, either within or outside the State of Texas, as the place of meeting for periodic meetings or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas; the 5cate of Texas; but if all of the members shall meet at any time and place, either within or without the State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

Notice of Meetings

3.04. Written or printed notice stating the place, day, and hour of any meeting or reunion of members shall be delivered by regular mail to each member entitled to vote at such meeting or reunion, not less than thirty (30) nor more than sixty (60) days before the date of such meeting or reunion, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting or reunion shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

Informal Action by Members

3.05. Any action required by law to be taken at a meeting or reunion of the members or any action which may be taken at a meeting or reunion of the members may be taken Without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote With respect to the subject matter thereof.

Quorum

3.06. The members holding one-tenth (1/10th) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Proxies

3.07. At any meeting or reunion of members. a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Voting by Mail

3.08. Where Directors or officers are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

ARTICLE 4

BOARD OF DIRECTORS

General Powers

4.01. The affairs of the corporation shall be managed by its Board of Directors. Not less than two (2) of the three (3) Directors shall be members of this corporation.

Number. Tenure, and Qualifications

4.02. The number of Directors shall be sixty percent (60.0%) of the three (3). Each Director shall hold office until the next periodic meeting of members and until his/her successor shall have been elected and qualified.

Regular Meetings

4.03. A regular annual meeting of the Board of Directors (or at the discretion of the members of the Board of Directors, a telephonic conference call) shall be held without other notice than this By-Law, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or outside of the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.

Special Meetings

4.04. Special meetings of the Board of Directors may be held by telephonic conference call at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place, time, or method for holding any special meetings of the Board called by them.

Notice

4.05. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by telephone or telegram to each Director.

Quorum

4.05. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Manner of Acting

4.07. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.

Vacancies

4.00. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Compensation

4.09. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at regular or special meetings of the Board; but nothing herein contained Shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Informal Action by Directors

4.10. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.

ARTICLE 5

OFFICERS

Officers

5.01. The officers of the corporation shall be eo President, one (1) or more Vice-Presidents (the number therof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article, The Board of Directors may elect or appoint such other officers including one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

Election and Term of Office

5.02. The officers of the corporation shall be elected periodically by the Board of Directors at regularly scheduled reunions of the members. If the election of officers shall not be held at such reunions or meetings, such election shall be held as soon thereafter as conveniently may be done, or elections may be conducted by written ballot via United States Postal Service. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

Removal

5.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors Whenever, in its judgment, the best interests of the corporation would be served thereby ,but such removal shall be without prejudice to the rights, if any, of the officer so removed.

Vacancies

5.04. A vacancy in any office because of death, resignation, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

President

5.05. The President shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings or reunions of the members and of the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any instruments or documents that the Directors have authorized to be executed. He shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to -time.

Vice-President

5.06. In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as, from time to time, may be assigned to him by the President or Board of Directors.

Treasurer

5.07. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds of corporation. and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance With the provisions of Article 7 of these By-Laws, and, in general, perform all the duties incident to the office of Treasurer and such other duties as, from time to time, may be assigned to him/her by the President or by the Board of Directors.

Secretary

5.08. The Secretary Shall keep the minutes of the meetings of’ the members and of the Board of Directors in one or more books provided for that purpose, give all notices in accordance with the provisions of these By-Laws or as required by law, be custodian of the corporate records and of the seal of the corporation, and affix the seal of the corporation to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws.  It shall also be the Secretary’s duty to keep a register of the name and mailing address of each member which shall be furnished to the Secretary by each member and, in general, perform all duties as, from time to time, may be assigned to him/her by the President or by the Board of Directors.

Assistant Treasurer and Assistant Secretaries

5.09. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

ARTICLE 6

COMMITTEES

Committees or Directors

6.01. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of whaich shall consist of at least two (2) Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the By-Laws; electing, appointing, or removing any member of any such committee or any Director or officer of the corporation; amending the Articles of Incorporation; authorizing the voluntary dissolution of the corporation; or revoking procedures therefor.

Other Committees

6.02. Other committees not having and exercising the authority of the Board o~ Directors in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.

Term of Office

6.03. Each member of a committee shall continue as such until the next periodic meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Chairman

6.04. One (1) member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Vacancies

6.05. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original Appointments.

Quorum

6.06. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Rules

S.07. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

ARTICLE 7

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Contracts

7.01. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

Checks and Drafts

7.02. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall, from time to time, be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the corporation.

Deposits

7.03. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Gifts

7.04. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or any special purpose of the corporation.

ARTICLE 8

CERTIFICATE OF MEMBERSHIP

Certificates of Membership

8.01. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which certificates shall be in such form as may be determined by the Board.  Such certificates shall be signed by the President or a Vice – President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the corporation.  All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefor on such terms and conditions as the Board of Directors may determine.

Issuance of Certificates

8.02. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his/her nameand delivered to the member by the Secretary if the Board of Directors shall provide for the issuance of certificates of membership under the provisions of Paragraph 8.01 of this Article 8.

ARTICLE 9

BOOKS AND RECORDS

9.01. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his/her agent or attorney for any proper purpose at any reasonable time.

ARTICLE 10

FISCAL YEAR

10.01. The fiscal year of corporation shall begin on the first day of January and end on the last day in December in each year.

ARTICLE 11

DUES AND ASSESSMENTS

Annual Dues and Assessments

11. 01. The Board of Directors may determine, from time to time, the amount of initiation fee, if any, and the annual dues and/or assessments payable to the corporation by the members.

Payment of Dues and/or Assessments

11.02. Dues and/or assessments shall be payable in advance on or before the first day of January in each calendar year, beginning January 1, 1988. Dues and/or assessments of a new member shall be prorated from the first clay of the month in which such new member is elected to membership, for the remainder of the calendar year.

Determination of Assessments

11.03. The Board of Directors, by not less than a two-thirds (2/3rds) majority vote, shall determine annually the amount of assessments to be paid by each member.

Default and Termination of Membership

11.04. When any member shall be in default in the payment of dues and/or assessments for a period of sixty (60) days from the beginning of the calendar year or period for which such due becomepayable, the membership may thereupon be terminated by the Board of Directors 111 the manner provide d in Article 2.05 of these By-Laws.

ARTICLE 12

SEAL

12.01. A seal of the corporation shall not be required, absent a specific resolution of the Board of Directors mandating the same.

ARTICLE 13

WAIVER OF NOTICE

13.01. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles or Incorporations or the By -Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 14

AMENDMENTS TO BY-LAWS AND ADOPTION

Amendments

14.01. The By-Laws of this corporation shall be amended only by affirmative vote of two-thirds (2/3rds) of the then members of the Board of Directors of this corporation or by two-thirds (2/3rds) of the then qualified voting members of this corporation).

Adoption

14.02. These By-Laws are promulgated and adopted by the Board of Directors of NURNBERG ALUMNI ASSOCIATION,  INC. as the By-Laws of this corporation pursuant to Article 1396-2.09, Vernon’s Annotated Civil Statutes and Article Seven of the Articles of Incorporation of this corporation.