Article 1: Mission Statement

(see Amendment 02/2017 of 11 February 2017)

The mission of The American School of Tangier Alumni Network (ASTAN) is to establish a network of individuals associated with The American School of Tangier (AST). ASTAN will help its members maintain and strengthen their connections with each other, while building stronger ties to the school and supporting its continued success.

Article 2: Objectives and Goals

1. To compile, maintain, and update records

2. To periodically publish an directory

3. To share information by creating and maintaining an accessible Internet website and/or a newsletter

4. To organize gatherings and reunions.

5. To provide services and raise funds to benefit ASTAN members, AST, its students, and the community

Article 3: Membership

1. Membership in ASTAN will be composed of individual Alumni defined as: (1) those students that graduated from the AST since the first 8 grade graduating class of June 1953 and high school class in June 1960; (2) those students that attended the school at some time during their primary/secondary education but are not AST graduates; (3) academic / administrative staff that served at AST for a time from its opening in October 1950; and (4) those individuals who over the many years of the school’s existence have been friends, supporters and benefactors of the AST and its community.

2. An active ASTAN member is defined as an individual who has paid the annual dues for a current calendar year as set by the Board of Directors.

Article 4: Organizational Structure

1. ASTAN will be a non-incorporated not-for-profit network connected to the American School of Tangier with Headquarters located at the school’s address, namely, Avenue Haroun Er Rachid, (formerly 149 rue Christophe Colomb), Tangier, Morocco 90000

2. ASTAN will be governed on a volunteer basis by a Board of Directors consisting of at least 7 and no more than 12-14 members elected for a four (4) year term, and renewable once.

3. Elections for ASTAN’s first Board of Directors will be held three (3) months after ASTAN’s Organizing Committee approves, by a majority vote, the Bylaws. The Organizing Committee will select a Chair of the first Nominating Committee that will identify nominees and organize the first elections. Following the election of the first Board of Directors, the Organizing Committee will formally dissolve itself.

4. ASTAN should, to the extent possible, maintain a balance on the Board of Directors between those members residing in Morocco and those living in other countries, as well as make every effort to ensure that there is representation from different generations of ASTers. This will be a guiding principle for the Nominating Committee to prepare a slate of candidates for election to the ASTAN Board.

5. The ASTAN members will elect 1/2 of the Directors every two (2) years. The first Board of Directors will consist of 4 to 7 members elected for two (2) years, and 4 to 7 elected for four (4) years. Directors may be re-elected for a second consecutive term of four (4) years each, for a maximum of 8 consecutive years. Directors may once again seek re-election after sitting-out at least one four (4) year term.

6. Once the first Board of Directors is elected, the newly elected members will elect from among themselves, a Chair, a Vice-Chair, and a Treasurer, each for a 2-year term, renewable. Other positions will be filled from among the remaining Directors, serving for determined time frames.

7. The Board of Directors or the members of ASTAN reserve the right to remove any Director for conduct contrary to the mission, objectives, and Bylaws of the Network. A Director who neither attends meetings, including On-line meetings, nor communicates with the Board for six (6) consecutive months will be disqualified and removed following a majority vote of the other sitting Directors or the active ASTAN membership.

8. Any vacancy in the Board by reason of death, resignation or disqualification may be filled by appointment or election of a new Director by the other Directors for the remainder of the vacated term.

9. The Chair(s) of the AST Board of Trustees, the AST Head of School, the AST Director of External Relations, and the AST Financial Manager will be invited to serve as honorary Ex-officio members of the ASTAN Board of Directors.

10. At any regular or special meeting, including virtual connection, of the Board of Directors, five (5) of the Directors, including either the Chair or the Vice-Chair, will constitute a Quorum for the transaction of ASTAN business.

(see Amendment 01/2016 of 2 July 2016)

11. All decisions and interim elections will be decided by a majority of the vote of the Board of Directors. In the absence of a Quorum, a vote may be taken by electronic ballot sent to each member, to be returned by a specified deadline.

12. ASTAN through the AST will provide indemnification for its Board of Directors to protect them from legal claims related to the performance of their duties.

13. The rules contained in the current edition of Robert's Rules of Order will govern ASTAN in all cases to which they are applicable and when not inconsistent with these Bylaws and any special rules of order the ASTAN Board may adopt.

Article 5: Board of Directors

(see Amendment 03/2020 of 31 January 2020)

1. The Board of ASTAN will include the following officers:

· Chair

· Past Chair (following the sitting Chair’s end of term)

· Vice-Chair

· Treasurer / Financial Officer

· External Relations / Membership Officer (may be two persons)

· Communications & Publications Officer (may be two persons)

· 4 to 6 Members–at-Large

· Chair(s) of the AST Board of Trustees (Ex-Officio)

· AST Head of School (Ex-Officio)

· AST Director of External Relations (Ex-Officio)

· AST Financial Manager (Ex-Officio)

· The members of the AST Class 1960 serve as Honorary Life Members and Senior Advisors

2. The Board of Directors is responsible for developing an initial four (4) year strategic plan and corresponding budget, which will be made public to the membership, to evaluate, meet, and advance ASTAN ’s overall mission, objectives, and goals. The strategic plan will include a projected cost and financing plan for each stated objective. The plan will be updated every 4-year period.

3. All Directors will carry out their duties within the terms of the Bylaws, the strategic plan, and the approved budget for their area of responsibility.

4. The Chair, the Vice-Chair, the Treasurer, and the External Relations/Membership Officer will form the Executive Committee of the Board of Directors and have the duties and powers listed below:

The Chair:

· Acts as the lead executive officer of the Network.

· She/he is responsible for setting the agenda and chairing meetings.

· Provides leadership to the members in overseeing the work of the Network and bears the primary responsibility for strategic planning, the evaluation of the Network and external communications.

· Ensures information is shared with other Directors so they can make informed decisions.

· Liaises regularly with the Head of School and Board of Trustees Chair, when necessary for matters that require support, backing and/or approval from them.

· Is the official spokesperson of ASTAN.

· Performs other duties as may be required to carry out the general and active management of ASTAN.

The Vice-Chair:

· Presides in the absence of or at the request of the Chair on all matters pertaining to the functioning of ASTAN.

· Assists the Chair as may be required to carry out the general and active management of the Network.

· In the event of the resignation of the Chair, he/she may act as Chair-designate, to ensure ongoing continuity of the Network, and until the selection of a replacement Chair.

The Treasurer:

· Is the lead financial officer of ASTAN.

· Prepares annual budgets in coordination with the standing committees.

· With prior approval from the Board of Directors, the Treasurer works closely with the AST Financial Manager, as authorized by the Head of School, to ensure the financial duties are met.

· Monitors the Network’s financial performance, and arranges with the AST Financial Manager to perform any audits requested by the Board of Directors.

· Receives all monies paid to the Network and ensures they are deposited in the AST Bank account in the name of the Network.

· Oversees the payment of all bills as authorized by the Board of Directors.

· Maintains the financial records with the backing of the AST Financial Manager.

· Provides the External Relations/Membership Officer with financial information necessary for any reports required to maintain ASTAN in good standing.

· Prepares bi-annual financial statements and makes them available to the Directors and general membership.

· Develops and monitors fundraising strategies in conjunction with the other Directors.

External Relations/Membership Officer: (May be two persons)

· Ensures minutes of Board meetings and general membership meetings are taken, maintained, and made available to the general membership.

· Ensures that ASTAN records are kept up to date and in good order.

· Ensures the membership base is maintained up to date and works to maintain its growth.

· Receives correspondence and issues notices of meetings to the Board of Directors and ASTAN membership at large.

· Approaches the ASTAN membership for timely and regular solicitation of membership dues.

· Prepares any documents needed for distribution at general membership meetings.

Communications / Publications Officer: (May be two persons)

· Responsible for all technical aspects of developing and maintaining the ASTAN database and website.

· Ensures the regular preparation and publication of any materials required for distribution to ASTAN membership, including a semi-annual Newsletter, a membership directory, and other information.

Article 6: Finances

1. The Board of Directors through the Treasurer and the input of the AST Financial Manager will ensure that all records of its financial transactions are up-to-date and provide a report to the ASTAN membership for a vote of acceptance at the General Annual Meeting.

2. ASTAN will maintain its funds through a special AST Bank account, as may be authorized by the Head of School, for the deposit and disbursement of Network funds. All ASTAN payments will be made through the office of the AST Financial Manager, and reconciled by the Treasurer with authorization from the Chair of the Board of Directors.

3. The Chair of the Board of Directors is authorized to approve miscellaneous expenditures not specified in the approved annual budget as long as the sum total does not exceed three thousand (3,000) Moroccan Dirhams / US$300.00.

4. The Treasurer in collaboration with the External Relations/Membership Officer will be responsible for keeping a record of the ASTAN members who have paid their annual or multi-year dues.

5. The ASTAN fiscal year will be the calendar year. Yearly deadline for dues payment is March 1.

6. The ASTAN Board of Directors will strive to build and maintain treasury fund to cover budgeted operating expenses of two consecutive years.

Article 7: Meetings

1. The Board of Directors will meet at least twice (2) a year with the times and manner (in person or virtual) of the meetings to be arranged as appropriate. Meeting minutes and any relevant materials will be posted on the ASTAN website within 30 days.

2. Special meetings may be called by the Chair of the Board of Directors at the request of a Quorum of the Directors. Notice of all meetings will be given to the Directors at least 15 days in advance.

Article 8: Program of Activities

ASTAN will provide the following benefits:

1. An official ASTAN website with:

a. An online membership directory of registered Alumni as defined in the Bylaws Article 3: Membership.

b. News about AST, Tangier, and Alumni, as well as other relevant areas of interest.

c. An online networking forum for ASTAN members.

2. An Alumni on-line semi-annual newsletter published and distributed free of charge to ASTAN members. .

3. A membership directory to be offered periodically. The Board of Directors may decide to charge a nominal fee for the preparation and distribution of the directory.

4. The organization of alumni gatherings and reunions, both in Morocco and in other regions of the World. The Reunion Committee, with the approval of the Board of Directors, will set a fee for participation for events.

Article 9: Committees

1. The standing committees of ASTAN will be the Executive Committee, the Development Committee, the Nominating Committee and the Reunion Committee.

2. The committee chairs will be appointed by the Board Chair with the approval of the other Board of Directors. Directors will be assigned to the various committees, along with other members of ASTAN. The chairs of the committees will normally serve for a two (2) year term.

3. The Board of Directors may create other committees as needed.

The Executive Committee

The Executive Committee will consist of the Chair, the Vice-Chair, the Treasurer, and the External Relations/Membership Officer, and other Directors elected by the Board of Directors from among them, with the Chair as its Chair. The AST Head of School will sit as an Ex-Officio member.

The Development Committee

The Fund Development Committee will be composed of the Vice-Chair, the Treasurer, the External Relations/Membership Officer, and another member of the Board of Directors. The chair of the Committee will be the Vice-Chair of the Board. The Committee will initiate, develop, and supervise all fund raising efforts for ASTAN and assure adherence to sound business practices and Board guidelines. The committee will also develop and coordinate the website development, membership directories and lists, program of activities; the publication of ASTAN related news, and any other services helpful to the membership.

The Reunion Committee

The Reunion Committee will be composed of at least the Chair, Vice-Chair, the Treasurer and External Relations/Membership Officer, as well as the AST Principal or designate, and 2-4 other representatives from the general membership of ASTAN. If the Chair of the Board of Directors is unable to chair the Reunion Committee, then a chair will be designated by the sitting Directors. Additional members of the Committee may be added at the discretion of the Committee Chair. The Reunion budget is subject to approval by the Board of Directors prior to any expenditures or contractual commitment for services or products. Reunion fees will be set to cover reunion-related expenses.

The Nominating Committee

The Nominating Committee will be composed of the Past Chair (once there is one) and one or two member(s) of ASTAN who will be appointed by the Board of Directors. These individuals will be responsible for preparing a slate of candidates for the position of Directors. The Committee Chair will also preside over the election at the Reunion meeting and may recruit any member of ASTAN to assist in the nomination and election process.

a) The Nominating Committee is responsible for contacting the nominees and collecting appropriate information about the nominees and disseminating it to the members of ASTAN prior to the elections.

b) Additional nominations may be made by the ASTAN membership from the floor during the official meeting, provided the nominee is a paid up member of ASTAN and is willing to serve.

c) In the event the elections coincide with an ASTAN Reunion, these will be held during the business meeting. The Chair of the Committee will establish the guidelines of how elections will be held.

d) The election will be via a simple majority vote for each office or position on the Board of Directors.

Article 10: Amendment of the Bylaws

ASTAN members can change these Bylaws, with a majority vote of the active membership held at a designated meeting. The changes must be submitted in writing to the Board of Directors. The Board of Directors will implement the new Bylaws immediately upon receipt.

Article 11: Dissolution of the Network

The dissolution of the American School of Tangier Alumni Network (ASTAN) must be approved by a two-thirds vote of the active membership. Upon dissolution of the ASTAN, a majority of the Board of Directors will decide how to distribute the assets of ASTAN.

AMENDMENT 01/2016

Amend Article 4 Sub-article 10: On request from members of ASTAN Board of Directors, and following consultation with all Directors, including a member of the Senior Advisory group, the said mentioned Article was reviewed, modified and approved by consent of the Directors.

Therefore as of 02 July 2016, Article 4 Sub-Article 10 which read:

“At any regular or special meeting, five of the Directors will constitute a Quorum for the transaction of ASTAN business”

is to be deleted in its entire format and replaced with the following:

“At any regular or special meeting, including virtual connection of the Board of Directors, five (5) of the Directors, including either the Chair or the Vice-Chair will constitute a Quorum for the transaction of business”.

This amendment is confirmed by the Chair of the ASTAN Board, Mehdi Abdelwahab, on 08 July 2016, and notified to the active membership on the ASTAN Facebook page and via email for those not on Facebook.

AMENDMENT 02 / 2017

At a Special meeting of the Board of Directors, with a presence of a Quorum, held via SKYPE, on February 11, 2017, the Board approved the following new mission statement for ASTAN.

Article 1: Mission Statement

The mission of The American School of Tangier Alumni Network (ASTAN) is to establish a network of individuals associated with The American School of Tangier (AST). ASTAN will help its members maintain and strengthen their connections with each other, while building stronger ties to the school and supporting its continued success.

AMENDMENT 03/2020

The Board of ASTAN will include the following officers:

· Chair

· Past Chair (following the sitting Chair’s end of term)

· Vice-Chair

· Treasurer

· Official Liaison Representative to the AST Board of Trustees

· Secretary

· Membership Officer

· Communications Officer

· Publications Officer

· 4 to 6 Members–at-Large

· Chair(s) of the AST Board of Trustees (Ex-Officio)

· AST Head of School (Ex-Officio)

· AST Director of External Relations (Ex-Officio)

· AST Financial Manager (Ex-Officio)

· The members of the AST 1^st elementary (1953) and secondary (1960) graduating classes serve as Honorary Life Members and Senior Advisors

Additionally, the roles of the Officers identified below which reads as follows;

Secretary:

· Ensures minutes of Board meetings and general membership meetings are taken, maintained, and made available to the general membership.

· Ensures that ASTAN records are kept up to date and in good order.

· Receives correspondence and issues notices of meetings to the Board of Directors and ASTAN membership at large.

· Prepares any documents needed for distribution at general membership meetings.

Membership Coordinator:

· Ensures the membership base is maintained up to date and works to maintain its growth.

· Approaches the ASTAN membership for timely and regular solicitation of membership dues.