**Draft**
By Laws

NORTH NATCHEZ ALUMNI ASSOCIATON
ARTICLE I
NAME - This corporation is named NORTH NATCHEZ ALUMNI ASSOCIATION hereinafter called NNAA.
ARTICLE II
GENERAL PURPOSE - To operate exclusively for charitable and educational purposes as referred to in Sections 501 (c) (3) and 170(c)(2) of the Internal Revenue  « Code of 1954 (the Code) or the corresponding provisions of any future United states Internal Revenue Law, hereinafter generally called "exempt purposes", including but not restricted to the following more specific purposes but only to the extent that they are within the scope of such exempt purposes.

Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Code or (ii) by a corporation, contribution to which are deductible under Section 170 (c )(2) of the Code.
SPECIFIC PURPOSES - The purposes of  NNAA is:

• To develop and implement a community action plan for Natchez, MS. with an emphasis on economic revitalization and expansion in order to improve economic opportunities, community facilities and infrastructure.
• To assist local officials in establishing or improving facilities and resources in Natchez, MS including recreational sites.
• To support educational, interpretive, and research opportunities that increase public awareness, enjoyment, and appreciation of the accomplishment of North Natchez High School graduates.
• To serve as a continuing connection for graduates of North Natchez High and protect, conserve and enhance the memorabilia of North Natchez High School.

ARTICLE III
The corporation is empowered:

• To carry on any lawful activities calculated, directly or indirectly, to promote the interests and purposes of the corporation, under such powers and rights which are now or which may hereafter be conferred upon nonprofit corporations organized under the laws of the State of Mississippi.

• To engage in any lawful activity to conduct programs and activities related to the
  mission of the NNAA.

• To engage in any lawful activity to identify and pursue methods to provide
  resources and materials for these programs.

• To establish a nationwide method to integrate these resources and materials into
  the city of Natchez.

• To provide public recognition to public-spirited citizens and businesses who contribute to the above programs and help NNAA further its' mission.

• To own property, enter into contracts, and conduct any lawful activities
  necessary or incidental to the achievement of the specific purposes of NNAA.

• More particularly, to conduct programs and activities, sponsor research, sponsor
  promotions, raise funds, request and receive grants, gifts, contributions, dues and
  bequests of money, real and personal property, or acquire, receive, hold, invest
  and administer, in its own name, securities, funds, objects of value or other
  property real or personal; and make expenditures and distributions to or for the
  benefits of NNAA and for the purpose of engaging in any lawful act or
  activity not for pecuniary profit for which not-for-profit corporations may be
  organized, so far as is or may be permitted by the laws of the State of Mississippi
  and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

• To make gifts, donations, contributions, and other distributions to organizations
  that qualify as exempt organizations under Section 501(c)(3) of the Code.

ARTICLE IV

DISSOLUTION - In the event of the dissolution of NNAA, the Board of Directors will direct all assets in the way the Board deems most beneficial for Natchez, MS.

For example, the Board may elect to transfer the residual assets of the corporation to one or more organizations whose purposes are consistent with those of this corporation and which themselves are exempt as organizations described in Section 501(c)(3) and I70(c)(2) of the Code. Another option would be to establish a trust fund to finance a particular project in Natchez, MS.

ARTICLE V

MEMBERSHIP -   Cost for annual membership is established at $20 for a green card membership, $50 for a white card membership and $100 for a gold card membership.   Membership benefits are established as followed:

Note:  Each contribution of $500 or more will be acknowledged with a plaque.

Any person, corporation, partnership, association or organization, who is interested in the purposes of NNAA who is capable of contributing to the achievement of those purposes and the effective operation of NNAA and who complies with the requirements established from time to time by the Bylaws, shall be eligible for membership.

NNAA shall provide for equal membership and employment opportunities to all persons regardless of race, color, sex, religion, age, disability, or natural origin.

The membership of any member of NNAA shall automatically terminate after five years, upon death or by written request for termination delivered to the President of NNAA. Upon written request for termination, membership card must be returned and membership dues will be prorated and the balance refunded.

Any member may be expelled from NNAA for willful infraction of any Bylaw, or for acts or conduct that the Board of NNAA may deem disorderly, injurious, or hostile to the interest or objectives of NNAA. In the event of expulsion, members due will be prorated and the balance refunded.

ARTICLE VI
BOARD OF DIRECTORS - NNAA will have a Board of Directors who shall serve without compensation. The Board of Directors (hereinafter referred to as the "Board") is the governing body of the corporation. The policy of NNAA shall be set by the Board who shall be ultimately responsible, in their corporate capacity, for all ventures, activities, and transactions of NNAA.

The Board shall have the control and management of the affairs and business of NNAA The Board shall only act in the name of NNAA when it shall be regularly convened by its President after due notice to all Directors of such meeting.

The Executive Officers will nominate potential board members for election by the Board for a period of two years. Board members shall be elected by majority vote of the Board. The following guidelines apply:

A reasonable balance shall be maintained of Board Members serving the interests and residing in Natchez, MS; however, Board membership is not limited to residents of Natchez.

The above composition shall be construed as a guideline, and does not preclude deviation in appointments by the Executive Officers.

All Board Members shall have equal voting rights, other rights and interest, and privileges.

Board members shall serve for a maximum of two (2) consecutive two year terms. After an absence of one (1) year, a Board member may stand for re-election. Initially, one-half plus one of the Board members shall be appointed to serve for two (2) years and the remainder shall serve for one (1) year. Subsequently appointed Board members shall all be for two (2) year terms.

Vacancies on the Board occasioned by expiration of term shall be filled by election by a majority vote of members of the Board at the annual meeting of the Board. There shall be a Nominating Committee of three (3) members named from the Board appointed annually by the President of the Board, subject to approval by the Board. The Nominating Committee shall meet no less than two (2) months before the annual meeting and advise the Board of Nominees a minimum of one (1) month before the meeting.
When, for any reason, a member of the Board shall resign membership on the Board before expiration of his or her term, the Board shall by majority vote appoint a successor for the unexpired portion of that term.

ARTICLE VII
MEETINGS OF BOARD - An annual planning and budget preparation meeting will be held each year with all Board Members. The meeting will review last year's revenues and expenditures and current financial status of the NNAA as well as projects completed and the status of current projects. A budget for the upcoming year will be developed and itemized to the extent possible. New projects will be discussed and budget items allocated for the budget. Special recognition may be given at this meeting. New Officers will be elected as set forth in the By-Laws. Proposed changes to the By-Laws may be addressed
and any other pertinent business affecting the NNAA for the coming year.

The annual meeting of the Board shall take place during the month of December with the specific date to be selected by the Officers.

The annual meeting may take place at any location in Natchez, MS, as agreed upon by the Board.

The Secretary shall cause to be mailed to every board member in good standing at the address as it appears in the records, a notice telling the time and place of such annual meeting.

The Board may make such rules and regulations covering its meetings at its discretion, as determined necessary.

The presence of not less than one-third of the Board shall constitute a quorum and shall be necessary to conduct the business of NNAA.    A lesser number may adjourn a meeting and call another meeting within two weeks from the originally scheduled date. The Secretary shall cause a notice of these scheduled meeting to be sent to all Board members.

Special Board meetings may be called by the President when deemed in the best interest , of the organization. Notices of such meetings shall be mailed to all members at their addresses as they appear in the records. Such meeting notices shall be at least 10 but not more than 30 days before the scheduled date set for such special meeting.

Notices shall state the reasons that such meeting has been called, and business to be transacted at such meeting, and by whom called.

At the request of 5 or more members of the Board of Directors, the President shall cause a special meeting to be called, but such request must be made in writing at least 20 days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

A majority of the Board shall constitute a quorum for the transaction of business.

Any Board member may be expelled from NNAA for willful infraction of any By­law, or for acts or conduct that the Board of NNAA may deem disorderly, injurious, or hostile to the interest or objectives of NNAA or for willfully failing to actively participate in the meetings or programs, of NNAA
Any of the Board members of the corporation may be dismissed at any time during his or her term of office by two thirds vote of the Board present at any regular or special meeting of the Board.

ARTICLE VIII

VOTING - Each Board member shall have one vote and such voting may not be done by proxy.

All votes at the meetings shall be via voice. In the event a vote on Corporation business is required during the year, it can be facilitated by a mailed or telephone vote. The results will be announced to the membership in writing.

Any transaction may be approved without a meeting by three- fourths (3/4) majority approval of all Board members so long as all of the members opinions are solicited in writing

ARTICLE IX

EXECUTIVE OFFICERS
COMPOSITION. The Corporation's Executive Officers shall be members of the Board of Directors and consist of the following:

President
Vice President
Secretary
Treasurer

The Executive Officers (hereinafter referred to as the "Officers") may develop policies and procedures to assist the Board in the conduct of Corporation business.

ELECTION. All Officers of NNAA shall be elected annually by the Board at its annual meeting and shall hold office for a term of one (1) year or until their successors are duly elected and qualified and may serve two (2) consecutive terms. Only members of the Board are eligible for election as an Officer of NNAA

DISMISSAL. Any of the Officers of NNAA may be dismissed at any time during his or her term of office by two thirds vote of the Board present at any regular or special meeting of the Board. When an Officer shall be dismissed in the manner herein described, he or she shall have no power or authority under or by virtue of his or her former office.

DUTIES OF OFFICERS.

PRESIDENT: The President shall serve as the chief presiding officer over all meetings of the Board, and as the Chief Executive Officer of NNAA As such, he or she shall be entitled to carry out the business of NNAA as determined by appropriate resolution of the Board.

The President shall serve at the pleasure of the Board. The President shall execute the policies and decisions of the Board, shall originate and plan program activities for approval of the Board, and shall direct and supervise the development and operation of program activities of NNAA.

VICE PRESIDENT:   The Vice-President shall preside at Board Meetings in the absence of the President, and also carry out other duties as prescribed by the President or by resolution of the Board.

SECRETARY:   The Secretary shall be responsible for taking and maintaining the minutes of the Board, together with all other records of NNAA. The Secretary shall also be responsible for notifying all Board members of all regular or special meetings, and shall be responsible for all other correspondence of NNAA.

The Secretary shall be responsible for preparing and distributing minutes of meeting within 14 calendar days of such meetings.

The Secretary shall maintain the books and records of the corporation, except as they shall have been vested in the Treasurer or some other officer, and shall perform such other duties as are incident to that office or as required by the Board.

An Acting Secretary shall perform such functions as may be delegated by the Board and shall act in the absence of the Secretary.

TREASURER: The Treasurer shall be responsible for maintaining all books of account of NNAA.

The Treasurer shall be responsible for collecting, receiving, depositing and disbursing funds, endorsing and collecting all checks and negotiable instruments, and keeping full and accurate account of the receipts and disbursements of NNAA.

The Treasurer shall furnish at Board Meetings a statement of the financial situation of NNAA.

An Assistant Treasurer shall perform such functions as may be delegated by the Board of Directors and may act in the absence of the Treasurer.

Vacancies among the Executive Officers of the Corporation shall be filled by vote of a majority of the Board at any meeting of the Board, and any successor officer so elected shall serve for the remainder of the term of his or her predecessor in office.

ARTICLE X

COMMITTEES - All committees of NNAA shall be appointed by the President and their term of office shall be for a period of appointment or less if terminated by the action of the Board by majority vote.

The Board shall have authority to create standing committees that the Board deems appropriate or necessary to carry out the purposes of NNAA. The Committee Chairpersons shall be members of the Board but other members need not be Board members.

The Board shall have authority to appoint Ad Hoc Committees that the Board deems appropriate or necessary to carry out the purposes of NNAA

ARTICLE XI

FISCAL YEAR - The fiscal year of NNAA shall end with the last day of December of each year.

ARTICLE XII

INDEMNIFICATION - Any person who, at any time, serves or has served as a board member, officer, employee, or agent of NNAA shall have a right to be indemnified by NNAA to the fullest extent permitted by Mississippi General Statutes (as such statues are constituted at the time of the adoption of these By-Laws) against (a) responsible expenses, including but not limited to attorney's fees, actually and necessarily incurred by him or her in connection with the defense of any threatened, pending, or completed action, suit or proceeding, in which he or she is made a party by reason of being or having been such board member, officer, employee, or agent and (b) reasonable payments made by him or her in satisfaction of any judgment, money decree, fine, penalty, or settlement for which he or she may become liable in any such action, suit or proceeding, provided that this right to be indemnified by NNAA shall be limited to that portion of the reasonable expenses and reasonable payments which is in excess of any and all available insurance proceeds whether such insurance coverage is provided by NNAA or by coverage obtained by the indemnity or his/her own account or otherwise provided.

The Board shall take all such actions that may be necessary and appropriate to authorize NNAA to pay the indemnification required by this Article, including without limitation, to the extent needed, making a good faith evaluation of the manner hi which the claimant for indemnity acted and of the reasonable amount of indemnity due to him or her.

Any person who at any time after the adoption of this Article serves in any of the aforesaid capacities for or on behalf of NNAA shall be deemed to be dealing or to have done so in reliance upon, and in consideration for, the right of indemnification provided herein. Such rights shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Article, or any By-Law, agreement, vote of Directors or otherwise.

ARTICLE XIII
SEAL - The corporate seal shall have inscribed thereon, "NORTH NATCHEZ ALUMNI ASSOCIATION ESTABLISHED2013.”

ARTICLE XIV

LIMITATIONS - No part of the net earnings of NNAA shall inure to the benefit of, or be distributable to, its directors, members, trustees, officers, or other private persons, except that the Board of NNAA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.

ARTICLE XV
SALARIES - The Board shall hire and fix the compensation of any and all members and employees which they in their discretion may determine to be necessary in the conduct of the business of the organization.

ARTICLE XVI

BOOKS AND RECORDS - NNAA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board and of any other committees and shall keep at the principal office of the NNAA a record of all proceedings.

All books and records of NNAA may be inspected by any member of the Board or their agent or attorney.

ARTICLE XVII

OPERATING GUIDELINES -   All project fund expenditures will be based upon the Operating Guidelines established below or as designated by the donor.

A. Project Format -
1. All proposed NNAA projects shall be submitted by Board members to the Secretary of the Board
using the NNAA  PROJECT PROPOSAL FORM.

• Upon completion by the Board member, the form shall be sent by certified mail to the address of the Secretary of NNAA as identified on the PROPOSAL FORM.
• The Secretary shall ensure the form is completed accurately, assign a Project Number and mail a copy of the PROPOSAL FORM to all Board members within 7 days of receipt.
• The Secretary shall include the PROPOSAL FORM as an agenda item for the next meeting of the Board.

B. Project Approval
1.   Projects greater than $200 funded by the NNAA must have prior approval by the majority vote of the full Board.
2.   Projects less than $200 can be approved by majority vote of the Officers.

• Individuals, groups or other entities wishing to donate funds for a project must submit the project to a Board member who in term must complete the PROPOSAL FORM.
• Ten percent (10%) of funds donated for a project will be retained by the NNAA for administrative costs.
• If bids and contracts are used; what process will be used to chose contractors or vendors, how the project contributes to the mission of the NNAA what local vendors will be used to purchase materials or services.
•   Upon their approval, the President of the Board shall develop a cover memorandum accepting the project and to forward the "Approved" Project Proposal Form" and funds to the Treasurer for acknowledgment and final approval.
•    Projects will be approved or disapproved by the Board within 60 days of their receipt by the Secretary or at the next Board meeting, whichever is earlier.
•    A letter will be, sent to the donator from the Board accepting or rejecting the project and the amount of funds allocated to the project.

C.  Receipt of Funds

•    The President may receive funds on behalf of the NNAA.
•    If the funds are not designated specifically to a project, the. funds will be transmitted via mail to the Treasurer for processing.
•    An acknowledgment letter will be sent to the donor from the NNAA.
•    If the funds are designated for a specific project, then the project shall be put in writing as described under A above.
•    The proposed project will be accepted or rejected based upon the needs of the NNAA or program in their area of responsibility.
•    Upon the Board's approval, the President shall develop a cover memorandum accepting the project and forwarding the project proposal and funds to the Treasurer of the NNAA.
•    A letter acknowledging the receipt of the funds will be sent to the donor. This letter shall also include a statement reading: "Ten percent (10%) of project funds will be retained for administrative costs to include: audits, grants, administration, filing fees, hired help, office materials, insurance, written materials, etc. Exceptions may be granted by written request to the President of NNAA at the above address within 7 days of the date of this letter."
•    Upon the Board's disapproval, the President shall return the original Disapproved PROPOSAL FORM with a short written explanation on the denial to the Board member identified on the PROPOSAL FORM.

D. Allocation of Funds

•    Funds received by the NNAA will be acknowledged with a letter from the NNAA.
•    The NNAA will designate 90% of the funds received for specific projects in Natchez. Ten percent (10%) of the funds received will be retained for administrative costs to include: audits, grants, administration, filing fees, hired help, office materials, insurance, written materials, etc.
•    Funds will be deposited in the NNAA bank account and a project ledger established for the funds.
•    Funds will be designated by project.
•    Funds will be dispersed via check with two signatures from the following Executive Board Members:    President or Vice President and Treasurer
•    Any funds not expended following completion of the project will be transferred
  to the account for administrative expenses.

E. Documentation of Expended Funds
1.  Before any funds are disperse to contractors or vendors, sufficient documentation must be provided for auditing purposes.

• The project coordinator will provide to the NNAA Treasurer itemized, legible invoices of expenditures authorized by the NNAA as set forth in the project proposal. The committee chairperson or his/her designee will inspect and approve the work. Written notification to the NNAA Treasurer by the Committee Chairperson will be provided certifying all the work has been
  completed to specifications and to their satisfaction.
• Bids and contracts for services will be used whenever possible to avoid criticism and conflicts of interest.
• All projects will have a file maintained on them that will include all documents, receipts, invoices, photographs, etc. All records will be kept until such time as allowed by law to dispose of them. All files will be kept in a secure location and in locked file cabinets.

ARTICLE XVIII

FINANCIAL AND COMPLIANCE AUDIT - The President of NNAA shall cause an annual budget to be prepared by the Secretary and Treasurer for presentation to the Board at the annual meeting. The budget shall include line items for projects to be accomplished by the Corporation during the year. Expenditure authority is delegated to the Officers of the Board. Any proposed deviation from the budget, will be approved by the Board prior to the expenditure of funds.

The NNAA shall provide an annual audit of its financial accounts to be conducted by an independent certified public accountant in accordance with Generally Accepted Accounting Principles on an annual basis. The audit shall be performed within two months after the end of the fiscal year.

ARTICLE XIX

AMENDMENT - These By-Laws may be amended, revised, or repealed by the Board by a vote of a three-fourths (3/4) majority of the Board. Any such amendment, revision, or repeal shall be proposed at any meeting of the Board, but the Board shall not take action thereon until a subsequent meeting of the Board held not earlier than twenty eight (28) days subsequent to the meeting at which any such amendment, revision or repeal was proposed. The Secretary shall give each member of the Board due and proper notice of the meeting at which action is to be taken upon any proposed amendment, revision, or repeal.