Bravo Alumni

THE BYLAWS OF

THE FRANCISCO BRAVO MEDICAL MAGNET HIGH SCHOOL ALUMNI ASSOCIATION, INCORPORATED

(Formerly Lincoln Medical Magnet High School)

A California Nonprofit Public Benefit Corporation

ARTICLE I: NAME AND OFFICE.

The name of this organization shall be The Francisco Bravo Medical Magnet High School Alumni Association, (Formerly Lincoln Medical Magnet High School), Incorporated, hereinafter referred to as Bravo AA. Its business will be conducted by a Board of Directors, hereinafter referred to as the Board. The principal office for conducting the business and affairs of the corporation is 1200 N. Cornwell St., Los Angeles, California 90033. The Board may change the location of the principal office, and/or establish a branch or subordinate office(s) at such place(s) and at such times as the Board determines.

ARTICLE II: PURPOSE.

SECTION 1.

Bravo AA is a nonprofit, public benefit corporation, and is not organized for any private gain, or for the benefit of any person(s). It is organized under the nonprofit Public Benefit Corporation Law of California for charitable purposes. The specific and principal purpose and mission of Bravo AA are to initiate, encourage, and engage in charitable and educational activities within the meaning of Section 501 (c) 3 of the Internal Revenue Code. These include educational purposes, such as, but not limited to a mentor program for students interested in the medical professions, speakers for specific medically related classes, funds for special medical educational equipment and projects, and scholarships for students, all of which will benefit the Francisco Bravo Medical Magnet High School, (hereinafter referred to as “BMMHS”), and its students, alumni, faculty, and staff. In keeping with the spirit of the founding of magnet schools in Los Angeles, we promote tolerance and acceptance of all people regardless of race, ethnicity, national origin, gender, and sexual orientation.

SECTION 2.

Contributions are accepted and used to promote the aims, purposes, and mission of Bravo AA.

SECTION 3.

Bravo AA cannot incur indebtedness in excess of the funds in the treasury. A balance of at least one thousand dollars ($1,000.00) will remain in the treasury at the end of each calendar year.

SECTION 4.

If Bravo AA is no longer functioning for the good and promotion of the above-stated purposes; is not conducting the meetings specified in Article VI; and, is not annually renewing its nonprofit tax-exempt status as required by law, then Bravo AA is considered disbanded.

SECTION 5.

When Bravo AA is disbanded, all rights and title to its monies and property will be given over to BMMHS for the exclusive use and benefit of BMMHS. At the time of disbandment, any monies designated for scholarships will be distributed in the following manner:

(a) General scholarship funds can only be used for scholarships awarded at the discretion of the principal of BMMHS.

(b) Categorical scholarship funds will be used as designated.

ARTICLE III: MEMBERSHIP AND DUES.

SECTION 1.

The general membership of Bravo AA will consist of former BMMHS students who are in good standing, which is defined as: having paid their membership dues, and are willing to abide by these Bylaws. Current and former teachers (faculty), staff, and administrators of BMMHS, and LAUSD school board members are eligible to become members without voting rights. The Bravo AA Board may grant honorary memberships without voting rights, as appropriate, to recognize significant service rendered to BMMHS.

ARTICLE IV: THE BOARD.

SECTION 1.

The Board will consist of (13) thirteen directors: (5) five elected officers and (8) eight At Large members. The (5) five elected officers of the Board will be elected by the (2) two representatives from each class year, if reasonable. Each elected class representative will be elected by the general membership of his/her respective class, if reasonable, from among those members in good standing. All elections

will be held in June, and all those who have been elected will take office at the beginning of October of the same calendar year. The (8) eight At Large members of the Board will be appointed by a simple majority of the 5 (five) officers from among the elected class representatives no later than 30 (thirty) days prior to the beginning of November of the same calendar year, and the new At Large members and all class representatives will take office at the beginning of November of the same calendar year. The Board may choose to enlarge, or decrease the number of At Large Board members with (6) six weeks prior notification to all directors of the Board and with the approval of a (2/3’s) two/thirds majority vote of the directors of the Board. The Board may not be smaller than (9) nine and no larger than (21) twenty one. The directors will represent the general membership in all business of Bravo AA. All positions are voluntary, and no director will receive any monetary compensation, or any other form of compensation. If there be a need for an exception and compensation is absolutely necessary, such as an honorarium for special services rendered, then a (2/3's) two/thirds majority vote of the Board must approve this compensation.

SECTION 2.

Elected officers are the president, vice-president, recording secretary, BMMHS school liaison, and treasurer. No member of the Board may hold more than one office. No (2) two family members may hold positions as elected officers during the same calendar years. An At Large member, however, may be a member of the same family as an officer, or a member of a family of another At Large member, during the same calendar years. All terms of Officers and At Large members of the Board are for (3) three consecutive calendar years. The (2) two elected representatives of each class are also elected for (3) three consecutive calendar years. A calendar year is defined as 1 January through 31 December.

SECTION 3.

Directors of the Board are elected for (3) years at the annual general membership meeting in October to replace the directors whose terms have expired. There are (13) thirteen directors, of which (5) five are elected Officers, and (8) eight At Large members appointed by a simple majority of the (5) five elected Officers. The election of the Directors will be divided into (3) three staggered groups of (3) three, with staggered term expiration dates. All (13) thirteen directors will serve for the first (3) three consecutive years. For the fourth year, a new president and a new recording secretary will be elected and (3) three new At Large members will be appointed. For the fifth year, a new vice-president and a new BMMHS school liaison will be elected, and (3) three new At large members will be appointed. For the sixth year, a new treasurer will be elected and (2) two At Large members will

be appointed. The number of At Large members specified in the (3) three staggered groups may be changed if the number of At Large members increases or decreases in accordance with the stipulations outlined in Section I. For the seventh year and, thereafter, this pattern of staggered elections and appointments enumerated above will continue in effect. No elected officer may run for election for more than (2) two consecutive terms for the same position. An officer may run, however, for a different office after his/her current term of office is completed and has expired. No elected class representative may run for election for more than (2) two consecutive terms for the position of class representative. However, a class representative may run for a different position after his/her current term has been completed and has expired, or if a vacancy in a position on the Board has occurred during his/her current term.

SECTION 4.

The first Board of Directors will be an Interim Board. The Interim Board may be elected in a special Interim Board election, or appointed, by the Bravo AA Incorporator, who will also be the Initial Registered Agent, and his/her advisory committee by a simple majority voice vote, if there is reasonable cause to do so. The Interim Board will have the power to appoint interim class representatives, if there is reasonable cause to do so.

The Interim Board will be terminated no later than (3) three years after the Incorporation of Bravo AA, or as soon as a duly elected Board and duly elected Class Representatives, as specified in the Bylaws, are in place. Interim Board members may run for elected positions as officers of the Board, or as class representatives, regardless of having served on the Interim Board, if they are in good standing with Bravo AA.

SECTION 5.

Members of the following 12 standing committees are appointed by the president and approved by a simple majority of the Board at the first meeting of each calendar year: Auditor; Bylaws; Events; Historian; Membership Dues and Files; Nominating; Parliamentarian; Publicity; Scholarship; Class Liaison; Donation Fund; Chief Technology Coordinator. The president and a simple majority of the Board may establish any new committees as necessary, increase or decrease the number of members in any committee, modify, or revoke, the powers the Board had previously delegated to any existing committees, and appoint members to any other committees not listed. Members may serve on more than one committee, but may not serve as chairperson on more than one committee.

ARTICLE V: DUTIES OF OFFICERS, APPOINTEES, AND CHAIRPERSONS.

PRESIDENT.

The president, who presides at all board meetings, is the chief executive officer of Bravo AA, and will perform other duties as described in the Bylaws, including opening and adjourning meetings of the Board and general membership, adding or excluding items on the agenda, and setting and distributing written meeting agendas at least 10 days prior to the next scheduled meeting of the Board

VICE-PRESIDENT.

The vice-president will assume any necessary functions the president designates to him/her. In the absence of the president, he/she will preside over Board and general membership meetings, and assume the duties of the president.

RECORDING SECRETARY.

The recording secretary will keep accurate minutes of all Board and general meetings, record Board meeting attendance, and be prepared to read the records of previous meetings. The minutes and the agenda for the next meeting will be distributed at least 10 days prior to the next scheduled meeting of the Board. The recording secretary will certify corporate documents. The recording secretary will exhibit, or cause to be exhibited, at all reasonable times to any Director, or to his/her agent, these Bylaws and the minute book. If the recording secretary is absent, these duties will be assumed by a member of the Board At Large, appointed by the president.

SCHOOL LIAISON.

The school liaison is responsible for Bravo AA correspondence and to act as school liaison with BMMHS. If the Bravo AA school liaison, who is also corresponding secretary, is absent, the recording secretary will assume these duties.

TREASURER.

The treasurer will maintain an accurate and current account of all income and expenses of Bravo AA, submit a financial status report, and pay outstanding bills as approved and directed by the Board at each board meeting. His/ her duties include:

File State and Federal tax returns.
File annual Registration Fee Report to the Attorney General of California, and file any Federal equivalent.
File annual Statement of Information to the State of California Secretary of State, and file any Federal equivalent.
Renew annual liability insurance(s).

In addition, the treasurer will verify that all requests for funds are accurate and contain the necessary information. This verification will be performed before the requests are presented to the Board for funding consideration. The signatures of president, vice-president, recording secretary, and treasurer will be on file at the bank(s) where Bravo AA funds are deposited. Two (2) signatures of the (5) five officers are required on all checks drawn on Bravo AA accounts.

Standing Committees:

1. AUDIT COMMITTEE CHAIRPERSON.

The audit committee chairperson will work with a committee to make an audit of receipts and disbursements of Bravo AA funds. The audit will be conducted after the financial close of each calendar year. The audit chairperson will make a written report that is filed with the recording secretary by the second board meeting of the new calendar year.

2. BYLAWS COMMITTEE CHAIRPERSON.

The Bylaws committee chairperson will work with a committee to review the Bylaws in accordance with ARTICLE IX.

3. EVENTS COMMITTEE CHAIRPERSON.

The events committee chairperson appoints sub committees for annual class reunions and anniversaries. These subcommittees will schedule and secure a meeting place for the annual general membership meeting and the six (6) yearly board meetings, and any other events planned and executed by the Board. After the completion of each of these events, the events chairperson will make a final report to the Board, and submit a written report of all income and expenses including any other relevant information for the recording secretary. He/she will also coordinate with the publicity chairperson in order to promote events of interest to the Bravo AA.

4. HISTORIAN.

The historian keeps a scrapbook of newspaper articles, pictures, and other materials, including electronic materials maintained in a computer file, that serve to record the events and activities carried out by Bravo AA. The historian will serve as custodian of memorabilia, photographs, and other objects of historical significance relevant to Bravo AA, and these articles will be available when requested by the Board. With the permission and consent of the Principal of BMMHS, these articles will be stored at the BMMHS site in a designated location.

5. MEMBERSHIP DUES AND FILES CHAIRPERSON

The membership dues and files chairperson maintains accurate records of current and former members, receives all funds in payment of dues, and gives these funds to the treasurer. He/she will also maintain the mailing list of current and associate members of Bravo AA. When requests for information about alumni are received, the membership dues and files chairperson will supply that information only to other alumni who wish to make arrangements for their class reunions. Information will not be provided without receipt of a signed disclaimer acknowledging the use restrictions of Bravo AA information.

6. NOMINATING COMMITTEE CHAIRPERSON.

SECTION 1.

The nominating committee chairperson works with a minimum of two (2) members and the membership dues and files chairperson to review and determine those members in good standing who may be available and desire to serve Bravo AA actively as a member of the Board, or as Class Representatives. A member in good standing may be nominated by any other member in good standing, or may be self-nominated. Nominations must be submitted at least (6) weeks prior to the election, and the slate of nominees must be vetted, determined as eligible, and the slate promulgated to the general membership at least (2) two weeks prior to the election.

SECTION 2.

At the annual general membership meeting, it is the duty of the nominating chairperson to present a slate of officers, furnish ballots, supervise the voting, and certify the ballot count. Following the report of the nominating committee, members in good standing may make nominations from the floor of other members, or of themselves, if the member is in good standing, and if there is only (1) one, or no candidate, on the ballot for a particular position on the Board, or a particular class year representative. These newly added candidates will be vetted and determined as eligible at the annual membership meeting by the nominating chairperson and the dues and files chairperson prior to voting. At the conclusion of the voting, a list of the newly elected officers and class representatives will be placed on file with the recording secretary, corresponding secretary, and publicity chairperson.

7. PARLIAMENTARIAN.

The parliamentarian, in accordance with Robert's Rules, will have on hand, at all board meetings and at the annual general membership meeting, a copy of the Bylaws of this organization and a copy of Robert's rules, and be prepared to read from them if called upon by the president.

8. PUBLICITY CHAIRPERSON.

The publicity chairperson will arrange for publicity pictures, write newspaper articles, press releases, and arrange for radio, television, social media, and internet publicity in order to promote interest in Bravo AA and its activities and events.

9. SCHOLARSHIP CHAIRPERSON.

The scholarship chairperson will form a committee with a minimum of three (3) members, including the treasurer the senior class and/or school class liaison of BMMHS. It is the responsibility of the committee to follow the established criteria for awarding scholarships set by BMMHS, and to accept and review scholarship applications received from the (BMMHS) guidance office that are submitted by graduating seniors. The committee will submit and recommend to the Board a list of scholarship applicants for approval.

10. SCHOOL AND SENIOR CLASS LIAISON CHAIRPERSON.

The Bravo AA liaison chairperson to BMMHS and its senior class will meet with the BMMHS graduating seniors each year to inform them of the purpose of Bravo AA, and encourage them to become active members. The liaison chairperson and/or members of his/her committee are also responsible for coordinating with the current BMMHS administration, faculty, and staff.

11. DONATIONS FUND CHAIRPERSON.

The donations fund chairperson solicits private contributions for the purposes of funding special projects for BMMHS, such as a new electronic outdoor billboard (Marquee), and for the acknowledgment of individuals who have served the BMMHS community, regardless of whether or not those individuals are, or were, Bravo AA members.

12. CHIEF TECHNOLOGY COORDINATOR.

The Bravo AA webmaster and coordinator, in conjunction with the BMMHS webmaster and coordinator, will set up the links between Bravo AA and BMMHS, and the Bravo AA website master and coordinator will keep the Bravo AA website current and in working order.

ARTICLE VI: MEETINGS.

GENERAL MEMBERSHIP MEETING.

SECTION 1.

A general membership meeting will be held each October to elect new officers and class representatives.

SECTION 2.

At least six (6) regular meetings of Bravo AA's Board will be held during a calendar year, at least (1) one in each quarter.

SECTION 3.

At least twenty-four (24) hours notice will be given in advance of any emergency meeting, or canceled meeting. A simple majority is required to conduct the business of Bravo AA.

SECTION 4.

Members of the Board must contact the recording secretary to be excused from attending a duly called meeting. Three (3) absences may be cause for removal from the Board.

SECTION 5.

If circumstances require the immediate attention of the Board, then the president, or at least three (3) Board members, may hold a non-scheduled meeting by contacting Board members by e-mail, or telephone, and the dates and times of the persons contacted will be duly recorded. Meetings can take place via telephone, video conference, or other electronic means of communication. However, written, unanimous votes must take place via telegraph, fax, or e-mail, and need to comply with E-Signature laws. The president of the Board must provide a written record of the meeting’s proceedings, which will be filed with the recording secretary, and will also be presented to the Board at the next regularly scheduled meeting.

SECTION 6.

The Board will review and consider for action all non-allocated requests for expenditures. The Board will review, amend as necessary, and approve minutes of the previous meeting as presented by the recording secretary. The committee chairperson(s), or his/her/their representative(s), must attend any and all meetings when business involving any of his/her/their committee responsibilities is on the agenda.

SECTION 7.

At the next scheduled meeting after an election, the outgoing president will open a joint meeting of both the outgoing and incoming Board. After all business pertaining to the closing year is completed, the new officers will take office. Transition items will be passed from outgoing to incoming Board members, and an annual operating budget will be submitted for approval before the incoming president closes the meeting.

SECTION 8.

Special meetings of the Board for any purpose may be called at any time by the president, the vice president, recording secretary, or any of the Directors with 10 days written notice.

SECTION 9.

Any officer or member of the Board can resign from his/her office by submitting a written resignation to the president or the Board. A simple majority of the Board can remove a member of the Board with due cause following a special meeting and simple majority voice vote of the Bravo AA general membership in attendance at said meeting. Vacancies shall be filled as described under Article VIII.

ARTICLE VII: SCHOLARSHIPS AND CONTRIBUTIONS.

SECTION 1.

Monies contributed for scholarships for BMMHS graduating seniors will be placed in a scholarship endowment account, and will be used exclusively for that purpose, minus administrative fees not to exceed 10% of the monies contributed. It is the purview of the scholarship committee to recommend candidates for scholarships, with the final approval of recipients resting with a simple majority of the Board.

Scholarships awarded will be available to the recipients for a period of (2) two years after the initial award date. This date may be extended for an additional (2) two years upon receipt of a written request from the recipient. Such requests must be submitted within (2) two years of the initial award date. Unclaimed scholarships will be returned to the awarding scholarship fund(s).

SECTION 2.

Monies contributed for special projects will be designated for that project only, minus administrative fees not to exceed 10% of the monies contributed.

SECTION 3.

All other contributions will be placed in the general fund. Disbursements will be at the discretion of the Board to benefit BMMHS, its students, and Bravo AA.

ARTICLE VIII: NOMINATIONS AND ELECTIONS.

SECTION 1.

A simple majority of the Board is required to call the general membership meeting to order.

SECTION 2.

Elections will be held at the annual general membership meeting in October, and will be by written ballot. Where there is only(1) one person nominated for an office, the rule requiring the election to be by written ballot shall be suspended, and the election will be by voice approval.

SECTION 3.

Vacated Board positions will be filled by presidential appointment with the approval of a simple majority of the Board. Members appointed will serve the remainder of that 3 (three) year term to which they were appointed. If the office of president is vacated, the vice- president will assume the duties of the president for the remainder of the calendar year, and a new president will be elected at the next annual general membership meeting. The vice-president, if his or her term of office has not expired, will resume his or her office, and the appointed vice-president, who filled this position when the elected vice-president assumed the position of president, will resign the office of vice- president.

ARTICLE IX: AMENDMENTS

SECTION 1.

These Bylaws will be amended at duly called meetings of the Board where at least a simple majority of the serving Board is present. Two (2) readings of the proposed changes, each at separate meetings within one calendar year, are required to amend the Bylaws. A two-thirds affirmative vote of the Board is required for adoption.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto, and that such Bylaws were duly adopted by the Board of Directors of The Francisco Bravo Medical Magnet High School Alumni Association, Incorporated, a California and Federal nonprofit public benefit corporation; that these Bylaws, consisting of 13 pages, are adopted by the Board of Directors on _______________.

Executed on _____ at ______, California

Board of Directors Addresses

President: Rosa Maria Hernandez 715 Cunningham Dr. Whittier, CA 90601 Signature:_____________________

Vice- President: Robert Rae Spears III 80 West Grandview Ave.

Sierra Madre, CA 91024

Signature:______________________

Treasurer: Susan Haunani Dang 1817 Huntington Lane B

Redondo Beach, CA 90278

Signature:______________________

Recording Secretary: Rowena Krisel Vrabel 34148 Olive Grove Rd.

Wildomar, CA 92595

Signature:______________________

School Liaison Officer: Glendy Ramirez 9119 Dahlerg St.

Bellflower, CA 90706

Signature:_____________________

1. At Large Officer: Marisol De La Cruz 202 N. Kern Ave #2

Los Angeles, CA 90022