ARTICLE I

NAME OF CORPORATION

This Corporation shall be known as Oklahoma Association of Middle and Junior High Student Councils, Inc.

ARTICLE II

PRINCIPAL PLACE OF BUSINESS

The principal place of business or office of the Corporation shall be located in Tulsa County, State of Oklahoma.  Branch offices may be maintained at such other places in the State of Oklahoma and United States as the Directors may from time to time determine.

ARTICLE III

BOARD OF DIRECTORS

(1) General Powers

The Directors shall have general control of and shall manage and conduct all property and business affairs of the Corporation and shall exercise all corporate powers of the Corporation.  In addition to the powers and authority expressly conferred upon them by these Bylaws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things permitted to be done by the Directors of a Corporation organized exclusively for charitable, religious, educational and scientific purposes under the laws of the State of Oklahoma.

(2) Number, Qualification, and Tenure

The number of Directors of the Corporation shall be nine (9) persons who shall be the officers of the Corporation elected at the annual meeting of its membership by a plurality vote for a term of two (2) year, and a term of three (3) years in the case of the Corporation’s Executive Director, and until such time as their successors are elected and qualified.  The election will be staggered with odd numbered districts being elected in odd numbered years and even numbered districts being elected in even years.  The past President School Sponsor will be a non voting honorary member of the Board.

During the fall convention the sponsors will elect an eight (8) member Board of Directors; two (2) from the Oklahoma City area, two (2) from the Tulsa area and one each from the four regions of the state of Oklahoma. Using I-35 and I-40 as the dividing lines, Region 1 is the Northwest, Region 2 is the Northeast, Region 3 is the Southeast, andRegion 4 is the Southwest, Region 5 and 6 is Oklahoma City area and Region 7 and 8 are the Tulsa Area.  Immediately upon their election, the Executive Director will convene a meeting of the new Board of Directors, at which time, a President, Vice-President, and Secretary will be selected.

The number of Directors of the Corporation may at any time be increased or decreased by vote of the majority of the Directors entitled to vote at any regular or special meeting of Directors, PROVIDED, that in any case, the Executive Director of the Corporation must be a Director of the Corporation; and, PROVIDED, FURTHER, that in no case shall the number of directors be less than one (1) person.

Directors must be residents of the State of Oklahoma.  To be qualified to take office, a Director shall be legally competent to enter into contracts and be duly elected as an officer of the Corporation.

The first Board of Directors shall consist of the officers of the Corporation existing at the time of its incorporation.  These members will hold office until the first annual meeting of the members of the Corporation and until their respective successors are elected and qualified only following the expiration of the initial Board of Directors’ current terms of office.  Directors other than the initial Board of Directors shall be elected to serve until the next succeeding annual meeting of the Corporation’s membership and until the successors shall be elected and shall qualify, but in any event, a Director’s term shall in all instances coincide with his or her term of office as an officer of the Corporation.

(3) Removal

Any individual Director, may be removed from office, with cause, by vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors, entitled to vote at any annual, regular, or special meeting of the Board of Directors, SAVE AND EXCEPT, removal of the Executive Director shall require a vote of two-thirds (2/3) of the membership of the Corporation.

(4) Vacancies

Any vacancy occurring on the Board of Directors by reason of death, resignation, or inability to fulfill duties, will be filled by the Executive Director.  At the next meeting of the Board the action should receive an affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director selected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and until his successor shall be elected and qualified.

Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at the annual, meeting of the Board of Directors which increased the number of Directors. Any Directorship or directorships to be filled by reason of a removal by the Board of Directors shall be filled by an election at the annual, regular or special meeting which resulted in the removal.

(5) Annual Meetings

A meeting of the membership of the Corporation shall be held annually during the student council conference, the same to be convened for the purpose of electing officers, and thereby its directors, receiving reports of the affairs of the Corporation and transacting such other business as may come before the meeting.  Such additional business, as determined by the school hosting the conference, may include, but not necessarily be limited to, the discussion and planning necessary for the conduct of a state-wide meeting sponsored by the Corporation of meetings, educational opportunities and unofficial corporate and/or mock governmental activities.  Voting on Corporation business shall occur only at the annual fall conference.  The so-called “Student Association,” although an unincorporated fictional association existing under the supervision and control of the Corporation, shall be formed for the benefit of the students of the members of the Corporation, which shall exist as a training and self-governing educational model under the guidance, control and to promote the educational purposes, of the Corporation.

If, for any reason the election of officers is not held at the annual meeting, or at any adjournment thereof, or if for any reason the annual meeting of the membership is not held, the President shall call a special meeting of the membership to be held for that purpose as soon thereafter as may be convenient.

The Board of Directors may provide, by resolution, the time and place either within or without the State of Oklahoma, for holding of additional regular or special meetings.

(6) Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the Executive Director or any five (5) directors to discuss and make recommendation on any business of the Corporation. The Executive Director may fix any place within the State of Oklahoma as the place for holding any special meeting of the Board of Directors called by them. Meetings may be held at any time or place without notice if all the Directors are present, or if those not present waive notice of the meeting in writing.

Without limiting the generality of the immediately preceding paragraph, during February, March, April or May of each year, a special meeting(“Spring Planning Meeting”) shall be of the Board of Directors of the Corporation and the Sponsors of the Student President School, at a location to be determined by the Executive Director for the purpose of planning the Student Association’s state-wide convention (“State Convention”). The Executive Director shall determine the specific date of the Spring Planning Meeting after consulting and coordinating with the Sponsor President.  The Spring Planning Meeting shall not be held in conjunction with the Spring Sponsors Workshop
The State Conference of the Student Association shall be held each year in November on a date to be selected by the school hosting the student council convention, preferably the first part of November. A special meeting of the Executive Director and member representatives from the student officer schools may be held to plan or finalize the agenda for same prior to the State Conference.

(7) Meeting via Electronic Media

Any regular or special meeting of the Board of Directors may be held by means of a conference telephone or similar communications equipment or electronic media, provided that each person participating in such meeting can hear and can be heard by every other person participating in such meeting. The participation in a meeting held pursuant to this subsection shall constitute presence of such person at such meeting.

(8) Notice

Notice of any special or regular meeting shall be given at least seven (7) calendar days prior thereto by written notice stating the time, place and purpose of the meeting delivered personally to each Director or mailed or telegraphed to each Director at his business address. Theattendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the specific purpose of objecting to the transaction of any business because the business meeting is not lawfully called or convened. IT IS FURTHER PROVIDEDthat the notices provided for this section may be waived by written assent of all the Directors.

(9) Quorum

The presence of a majority of the Directors shall constitute a quorum, and the votes of a majority of those present shall constitute a binding act of the Corporation.  If a quorum is not present at any meeting of the Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(10) Action Without a Meeting

Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a record or memorandum thereof be made in writing and signed by all the members of the Board.

(11) Compensation

Each director, as such, shall serve without compensation for his or her services, but may receive reimbursement for any reasonable expenses connected with his service as a member of and as authorized by the Board of Directors; PROVIDED THATnothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation there from.

ARTICLE IV

OFFICERS

(1) General

The officers of the Corporation, must in all cases be members of the Corporation as defined in its Articles of Incorporation (Not for Profit), and shall consist of a Executive Director, President, Vice-President, and the Secretary. In addition, the Board of Directors may elect or appoint one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers, managers of departments and agents as it may from time to time deem necessary, all such additional officers or agents shall hold their offices for such terms and shall, in addition to the powers and duties set out herein, exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Such additional appointees shall not become directors by virtue of such appointment, except as otherwise and specifically authorized by the Board of Directors as set forth herein.

(2) Compensation

The salaries, if any, of all officers and agents of the Corporation shall be fixed by the Board of Directors.

(3) Tenure and Removal

The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time, with cause, by the affirmative vote of a majority of the whole Board of Directors.

(4) Vacancies

If the office of any agent or officer, one or more, becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Executive Director then in office, may, choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred, and until his successor shall have been elected and qualified.

(5) Executive Director

The Executive Director shall be the principal executive officer and daily administrator of the Corporation; he/she shall, in general, supervise and control all of the business and affairs of the Corporation.  He/she shall have general control and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He/she shall have power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required by law to be otherwise signed and executed or except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.  He/she shall be an ex-officio member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of the President of a Corporation, except as specifically herein provided to the contrary. The Executive Director shall preside over all meetings of the Board of Directors.

To that end, and without limiting the generality of the foregoing, in his/her capacity as Executive Director,

(A)     The Executive Director shall prepare and distribute to the members of the Corporation such publications in such form as authorized by the Boardproviding such information and notices deemed necessary and/or advisable to inform the membership of the activities and meetings of the Corporation, and activities of any organizations to which the Corporation may be a member or affiliate, whether the same is in the form of a “Newsletter” or otherwise.

(B)     He/she shall act in an advisory or consulting capacity to individual studentcouncil organizations who are members of the Corporation throughout the State of Oklahoma, act as the liaison between the Corporation and any organizations to which it may be a member or affiliate, to assist and direct the Host School in the planning and conduct of the State Convention, and assist in the organization of new member student councils.

(C)       He/she shall train, supervise, and direct the activities of the elected
officers/directors of the Student Association and install same as such
officers/directors.

(D)      He/she shall have charge of all original records and charter of the
Corporation, and shall keep and maintain the seal of the Corporation, and said Executive Director alone shall have the authority to affix the seal of the Corporation.

1. He/she shall give notice of all meetings of the Board of Directors as

herein provided.

(F)     He/she shall have such other duties as may be determined by the Directors.

(6) President

1. The President of the Corporation shall preside over the general meetings of the Corporation.

1. He/she will be responsible for coordinating and conducting a Spring Sponsors Workshop.

(C)      He/she and the Executive Director will set the date of the Spring Sponsors Workshop.

(7) Vice-President

In the absence of the President, or in the event of his death, inability, or refusal to act, the Vice-President(s), shall, in the order of succession designated by the Board of Directors, 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.  In addition, any Vice-President shall perform such other duties as, from time to time, may be assigned to him/her by the President or the Board of Directors.

(8) Secretary

The Secretary shall be present at all meetings of the Board of Directors and shall take and keep full minutes, the originals of which shall be transmitted to the Executive Director immediately upon their approval for maintenance with the original books and records of the Corporation. He/she shall, however, maintain a copy of such minutes while acting as such Secretary, and upon the conclusion of his/her term of office, shall deliver such copy to his/her successor in office. The Secretary shall, nevertheless, keep and maintain the seal of the Corporation, and alone shall have the authority to affix the seal of the Corporation. He/she shall attest all deeds and contracts executed by the Corporation, and shall have such other duties as may be determined by the Directors.

(9) Assistant Secretaries

The Assistant Secretaries in the order of their seniority shall in the absence or disability of the Secretary, or in the event of his/her inability or refusal to act, perform the duties of the Secretary and exercise all powers conferred on the Secretary when so acting and be subject to all the restrictions upon the Secretary.  The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them or any of them, by the Secretary or by the Board of Directors.
(10) Treasurer

An independent accounting firm shall perform the function of the Corporation’s Treasurer.  To that end, and in his/her capacity as Treasurer,

1. The Treasurer shall have the custody of the Corporate funds and ecuritiesand shall keep full and accurate accounts of receipts and disbursements inbooks belonging to the Corporation and shall keep a record of all deposits and moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.

(B)      He/she shall disburse the funds of the Corporation as may be ordered by the Board, Executive Director and President School, taking proper vouchers for such disbursements.  The Executive Director shall present to the membership an account of all treasury transactions and the financial condition of the Corporation at the regular meetings of the Board, or whenever they may require it.

(C)      He/she shall serve the Corporation as the Treasurer. In the case of his/her death, resignation, retirement, or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.

(D)     He/she will notify the President School of the outstanding balance of the Corporation and any expenditures of the Corporation on a basis to be determined by the President School.

(E)      He/she shall have such other duties as may be determined by the Directors.