|
Allen D. Nease High School
Golden Panthers Booster Club
By-laws
Approved: March 3, 2003 Revised: November 17, 2004 Article I
Name
The name of the organization is Allen D. Nease High School Golden Panther Booster Club (“GPBC”). In certain documents, references or material, the organization may be referred to as “The Golden Panther Booster Club”, “Golden Panther Booster Club” or “Golden Panther Boosters”.
Article II
Purpose
The purpose of the organization is to promote and provide moral, physical, and financial support to all athletic programs and events of Allen D. Nease High School (“Nease”).
The quality of Nease’s competitive sports program depends on GPBC’s ability to provide supplemental funding. GPBC, in partnership with the Athletic Department and the coaching staff, develops ways to involve volunteers as well as produce revenue for all the teams. GPBC funding priorities and voluntary efforts are coordinated with the Nease administration and athletic director. It is through this joint effort that the entire Nease experience is the best possible for student athletes, fans and our whole community.
Article III
Membership
Section 3.1: Qualifications
Any person who: i) desires to support the athletic programs of Allen D. Nease High School, ii) submits a membership application for the fiscal year and iii) remits the requisite membership contribution for that year. Upon meeting the qualification criteria above, the individual, their spouse and their children (under the age of 21) shall become members of GPBC (“Member”).
Section 3.2: Membership Term
Membership terms shall run concurrent with the GPBC fiscal year. If a Member meets the qualification criteria during the membership term, their membership shall begin on the date of qualification and extend to the last day of the term. Notwithstanding the immediate preceding provision, an individual may apply for membership and pre-pay contributions for a future membership term.
Section 3.3: Membership Levels
GPBC may from time to time designate various membership levels. These levels may be distinguished by membership contribution, membership benefits or otherwise as recommended by the Director of Membership and approved by the Board.
Section 3.4: Membership Contribution Level(s)
The contribution level(s) for membership to GPBC shall be set at an amount recommended by the Director of Membership and approved by the Board. Changes to the existing contribution level(s) shall be recommended and approved on or before a date specified by the Board for such purpose.
Section 3.5: Voting Rights
Members shall have the right to vote on: i) those matters provided for in these bylaws which require the vote of the membership, including the election of Directors, and ii) other matters which the Board determines are appropriate for a vote by the membership. The right to vote shall be limited to one (1) vote per membership contribution, regardless of the number of individuals in a family which shall become Members pursuant to Section 3.1.
Article IV
Board of Directors
Section 4.1: Powers
The business and affairs of GPBC shall be managed by its Board of Directors (herein after referred to as the “Board of Directors” or “the Board” cumulatively, and as “Directors” individually), that shall be, and shall possess all of the powers of, the “Governing Body” of GPBC. The Board of Directors may exercise all powers of GPBC and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-laws directed or required.
Section 4.2: Composition
The Board shall be composed of at least four (4) Directors to include the President, Vice President, Secretary and Treasurer. The number of additional Directors will be authorized from time to time as recommended by the Nominating Committee and approved by the Board during the annual meeting held for the election of Officers and Directors (hereinafter referred as the “Annual Election Meeting” or “Annual Election Date”).
Additional or replacement Directors may also be authorized during the Board Term by recommendation of the Nominating Committee, or the President, and approval by the Board.
Section 4.3: Director Qualification
Any qualified Member in good standing of GPBC may be elected to serve as a Director.
Section 4.4: Nominations
4.4.1 Annual Election:
The Nominating Committee shall submit a slate of nominees for Director to the Members present at the Annual Election Meeting. In addition to those nominees submitted by the Nominating Committee, Members present may submit nominations.
4.4.2 Interim:
The Nominating Committee or the President may submit nominations for election of Directors to the Board during the fiscal year. Such nominations may be for additional Directors or replacements for vacated positions. Interim nominations must be made by the Nominating Committee or the President.
Section 4.5: Elections
Each nominee must be duly elected by a majority of the: i) Members present (if at the Annual Election Meeting) or ii) Directors (if at an interim date), whether such election is conducted for the slate of nominees or each nominee individually.
An election of the slate shall be considered an election of each individual of the slate. Any Member or Director may request the nominees of the slate be elected individually and such request will require the election to be conducted accordingly.
The annual election of Directors to the Board will be conducted on the Annual Election Date. The Annual Election Date will be that date in June of each year as specified by the existing Board.
Section 4.6: Board of Directors Term
Each Director elected on the Annual Election Date shall serve a term (“Board Term”) of one (1) year beginning July 1, immediately following such election, and ending the following June 30. Any Director elected by the Board on a date other than the Annual Election Date shall begin their term upon election and serve until the following June 30.
Section 4.7: Quorum of Directors
One half of the Directors shall constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which a quorum is present shall be the action of the Board of Directors. If at any meeting of the Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.
If a quorum of the Directors shall, severally and/or collectively, consent in writing, to any action to be taken by GPBC; such action shall be valid GPBC action as though it has been authorized at a meeting of the Board.
Section 4.8: Meetings of Board of Directors
4.8.1 Regular Meetings:
Regular meetings of the Board of Directors shall be held monthly on the dates and at a location specified in and in accordance with a schedule recommended by the President and approved by the Board at the first meeting of each fiscal year.
Upon recommendation of the President and approved by the Board, any scheduled regular meeting may be cancelled, postponed or re-located.
4.8.2 Special Meetings:
The President, in their sole discretion, may call for a special meeting of the Board of Directors at such time and place, as they deem appropriate to conduct the business of GPBC. Notice of such meetings shall be provided as soon as practical.
The Directors may call a special meeting of the Board by petition supported by no less than one half of the Directors. Notice of such meetings shall be provided to all Directors at least ten (10) days prior to the meeting date.
Article V
Officers
Section 5.1: Required Officers
The required officers of GPBC shall be the President, Vice President, Treasurer and Secretary. Together, these officers shall comprise the Executive Committee.
Section 5.2: Designated Officers
In addition to the required officers, one or more Officers with such titles, terms of office and duties necessary to conduct the business of GPBC shall be designated and approved by the Board. Once approved by the Board, the designated officer position shall remain an approved position until rescinded by the Board. A list of such Officers may include, but not be limited to, the following:
- Officer of Membership
- Officer of Fundraising
- Officer of Athletic Department liaison
- Officer of Publicity
Section 5.3: Qualifications for Officers
Any qualified Member in good standing of GPBC may serve as an Officer.
Section 5.4: Duties of Officers
5.4.1 President:
The President shall be the principal executive officer of GPBC and, subject to the control of the Board of Directors, shall supervise and control the management of GPBC. They shall, when present, preside at all meetings of GPBC, the Board and the Executive Committee, and in general, they shall 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. The President shall be an ex-officio member of all committees.
5.4.2 Vice President:
The Vice-President shall in the absence or disability of the President, perform the duties and exercise the powers, of that office. In addition, he shall perform such other duties and have such other powers as the Board of Directors shall prescribe.
5.4.3 Treasurer:
The Treasurer shall keep full and accurate accounts of the finances of GPBC in books especially provided for that purpose. They shall cause a true statement of its assets and liabilities as of the close of each calendar month and fiscal year, and of the results of its operations, for the periods then ending, to be made and filed with the Board at each monthly meeting and within 30 days after the end of such fiscal year. The Treasurer shall prepare and file all reports and returns required by the Federal, State, or local laws and shall generally perform all other duties incident to their office and such other duties as may be assigned to them from time to time by the President or Board of Directors. The Treasurer shall also be responsible for maintaining the tax-exempt status of the GPBC.
5.4.4 Secretary:
The Secretary shall keep records of the acts and proceedings of all meetings of GPBC, the Board and Executive Committee. They shall give all notices required by law and by these by-laws. They shall maintain a file of archival records.
5.4.5 Officer of Membership:
The Officer of Membership shall receive membership applications, answer membership queries, forward contribution checks to the Treasurer, and keep a record of the membership. At the end of the year they will provide a list of Members to the Secretary.
5.4.6 Officer of Fundraising:
The Officer of Fundraising shall review and direct the fund raising activities of GPBC. They shall recruit members to chair various fund-raising events or activities and ensure all funds raised are forwarded to the Treasurer.
5.4.7 Officer of Athletic Department Liaison:
The Officer of Athletic Department Liaison shall assist in providing GPBC information to teams and coaches, provide information from teams and coaches to GPBC, and assist the Athletic Director in preparing and reviewing requests to GPBC for funds.
5.4.8 Officer of Publicity:
The Officer of Publicity shall coordinate the production of a newsletter. They shall be responsible for setting deadlines, soliciting and composing articles and layout and copying. They shall submit information to the media as necessary and assist with other publicity.
Section 5.5: Nominations
5.5.1 Annual:
The Nominating Committee shall submit a slate of nominees for the required and designated officer positions on or before the Annual Election Date. In addition to those nominees submitted by the Committee, existing Directors may submit nominations.
5.5.2 Interim:
The Nominating Committee or the President may submit nominations for election of Officers during the fiscal year. Such nominations may be for additional Officers or replacements for vacated positions. Interim nominations must be made by the Nominating Committee or the President.
Section 5.6: Elections
Each nominee must be duly elected whether on the Annual Election Date or an interim date, by a majority of the Board of Directors, whether such election is conducted for the slate of nominees or each nominee individually.
An election of the slate shall be considered an election of each individual of the slate. Any Director may request the nominees of the slate be elected individually and such request will require the election to be conducted accordingly.
The annual election of Officers will be conducted on the Annual Election Date.
Section 5.7: Term of Officers
Officers elected on the Annual Election date shall serve a term of one (1) year beginning July 1, immediately following such election, and ending the following June 30. Any Officer elected by the Board on a date other than the Annual Election Date shall begin their term upon election and serve until the following June 30. The term of any designated officer position may differ from that above if so specified by the Board upon approval of such position.
Article VI
Divisions
Section 6.1: Purpose, Approval and Guidelines
In an effort to fulfill the purpose of GPBC as herein stated, the Board may approve the formation of one or more operating divisions (“Divisions”). Once approved and formed, such Divisions will be a legal extension of GPBC, regardless of any name the Division may operate under, and will operate under the following guidelines and requirements:
All business and operations of the Division shall be consistent with and support of the purpose of GPBC.
The business and operations of the Division shall be subject to the same laws and regulations as GPBC; including, but not limited to, IRS regulations regarding tax exempt status.
The Division may elect its own officers and directors in a manner consistent with that provided herein for GPBC.
The actions of the Division, its directors, officers or staff, shall not jeopardize the legal or tax-exempt standing of GPBC.
The Division will conduct its financial affairs in a manner that is consistent with the GPBC general fund (excepting method of funding allocation) and these by-laws.
The Division may create and maintain separate bank accounts and accounting records for purposes of managing funds raised by the Division.
The Division, its directors, officers or staff, shall not take any action or actions which will result in an obligation of GPBC for which the Division does not have available funds on deposit to satisfy or pay in full.
Any actions of the Division, its directors, officers or staff, shall be limited to the business of the Division and shall not be construed to be actions taken on the part of GPBC, the Board, Directors or Officers of GPBC.
Section 6.2: Dissolution
The Board shall, at its discretion and at any time, approve the dissolution of any Division. Upon such dissolution; (i) any legal association between the Division and GPBC shall be severed and (ii) any assets associated with the Division will either be transferred to the legal entity formed to replace the Division or retained by GPBC in accordance with the dissolution resolution approved by the Board.
Article VII
Committees
Section 7.1: Standing Committee
The following are standing committees required under these by-laws:
· The Executive Committee
· The Finance Committee
· The Nominating Committee
7.1.1 Executive Committee:
The Executive Committee shall be comprised of the required officers referenced in Section 5.1.
The Executive Committee may meet to take such action or make such decisions of an emergency nature when there is insufficient time to call a special meeting or wait until the next regular meeting of the Board. That meeting may take place in person or by telephone or a series of telephone calls. Such a decision or action shall be by a majority vote of the Officers available (but in no event less than two) and shall be limited to matters that result in the obligation of funds of GPBC in an amount not to exceed $1,000. The Board shall be informed of such meeting and any action taken at the next regular meeting.
7.1.2 Finance Committee:
The Finance Committee shall be comprised of the Treasurer and one or more Directors. The Treasurer shall serve as the chairman of the Committee. The Finance Committee shall be responsible for the financial policies and controls; bookkeeping; financial and regulatory reporting; and safekeeping of assets of the GPBC.
7.1.3 Nominating Committee:
The Nominating Committee shall be comprised of at least three (3) and no more than five (5) Directors, including the President, the Vice President and the immediate past President. The immediate past President need not be an active Director, but must be an active Member in good standing. The other Directors to serve shall be appointed by the President. The past president shall serve as chairman, if on the committee, and if not, the President shall so serve.
Section 7.2: Non-Standing Committee
7.2.1 Creation:
The President or the Board shall create one or more formal committees (“Committees”) necessary for effectively carrying out the purpose of GPBC. Creation of a Committee by the President does not require ratification by the Board.
7.2.2 Committee Chairman:
Once created, the President or Board shall recruit and appoint a qualified Member to serve as the Chairman of the Committee.
The Chairman is responsible for recruiting and appointing individuals to the Committee and for carrying out the purpose of the Committee.
7.2.3 Committee Composition:
There shall be no required number of committee members and such members are not required to be Members of the GPBC.
Article VIII
Finances
Section 8.1: Fiscal Year
The fiscal year for GPBC shall begin on the first day of July of each year and end on the last day of June of the next year.
Section 8.2: Operating Funds
All dues, contributions, revenues and other monies paid to or received by GPBC shall be deposited in the general fund or in one or more special funds established for the specific purpose for which the funds are received. Collectively, these funds are the “Operating Funds.”
Section 8.3: Obligations and Expenses
With respect to Operating Funds, all expenditures, purchases and appropriations shall be in accordance with the “Expenditure and Purchase Policy” or other similar and applicable policies as approved by the Board of Directors.
Section 8.4: Disbursements
8.4.1 Operating Funds:
Disbursements of Operating Funds for amounts up to $1000 require one (1) authorized signatory to execute the check or payment device. Disbursements greater than $1000 require two (2) authorized signatories for execution, one of which shall be the President, Vice President or Treasurer of the GPBC.
Article IX
General Provisions
Section 9.1: Terms
The terms referenced and used in these by-laws shall have the meaning prescribed herein, whether or not capitalized, unless otherwise specifically defined.
Section 9.2: Notices
All notices required by these by-laws, or as may otherwise be deemed necessary or appropriate for the conduct of business provided for herein, shall be given by electronic means, regular mail, or orally by telephone or in person, to each Member, Director, Officer or Committee Member of record entitled to vote thereat or therefore, at their address as it appears in the books of GPBC. Unless prescheduled, or otherwise provided for herein, notice of meetings should be provided at least ten (10) days before such meeting.
Section 9.3: Amendments to the by-laws
These by-laws may be amended, altered or repeated, and new by-laws may be made, by the affirmative vote of a majority of the members of the Board in attendance in any meeting in which such action takes place, provided that the Directors are notified in advance that such proposed actions are on the agenda for the meeting.
Section 9.4: Dispostion of Assets
The Officers of GPBC are directed, in case of dissolution of the organization, to assign all assets of GPBC to the Athletic Fund (or such fund established for same purpose or if no such fund exists, the general fund) of Allen D. Nease High School, to be administered as needed in the athletic programs.
Section 9.5: Indemnification of Directors and Officers
The GPBC shall indemnify each of its Directors and Officers and former Directors and Officers to the full extent permissible under applicable law. Any such Director or Officer shall be entitled to indemnification by the GPBC in any action, suit or proceeding (including any appeal thereof) resulting from the fact that they are or were a Director or Officer of the GPBC, if they acted in good faith and in a manner which they reasonably believed to be in, or not opposed to, the best interests of the GPBC and, with respect to any criminal action or proceedings, had no reasonable cause to believe their conduct was unlawful. The determination of whether the applicable standard of conduct has been met shall be made: (a) by the Board of Directors by a majority vote of a quorum of Directors who were not parties to the action, suit or proceeding; (b) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in which Directors who are parties may participate) consisting solely of two or more Directors not at the time parties to the proceeding; (c) by the written opinion of independent legal counsel, selected by the Board of Directors prescribed in (a) above or the committee prescribed in (b) above, or, if a quorum of Directors cannot be obtained as provided in (a) above and a committee cannot be designated as provided in (b) above, selected by a majority vote of the full Board of Directors (in which Directors who are parties may participate); or (d) by the Membership by a majority vote of a quorum consisting of Members, who were not parties to such proceeding, or, if no such quorum is obtainable, by a majority vote of Members who were not parties to such proceeding.
|
