ROSEVILLE AREA HIGH SCHOOL BAND BOOSTER CLUB BYLAWS
ARTICLE I GENERAL PROVISIONS
1.01. The name of this corporation is the Roseville Area High School Band Booster Club, hereinafter referred to as the Booster Club. The Booster Club has been organized pursuant to Minnesota Statutes Chapter 317A and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as a non-profit corporation.
1.02. The purpose of the Booster Club is:
A. To act exclusively as an educational organization within the meaning set forth in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; and
B. To support the bands of Roseville Area High School (“RAHS”), their fans and the community. This will be achieved through:
1. Conducting fundraising activities to supplement the RAHS band program budget.
2. Providing organizational support to the RAHS band program as requested by the band staff.
3. Increasing support and involvement by the RAHS students, fans and the community.
C. To do any other lawful acts or things reasonably necessary or desirable for caring out the Booster Club's purposes, and for furthering and protecting the lawful rights and interests of its members in connection therewith: provide that no activity or action may be undertaken which violates the requirements and restriction prescribed by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
1.03. Limitation on Scope It is outside the scope of this Booster Club to have any role in planning, policy, participation, or directing of musical education within the RAHS band department.
1.04. Compliance with High School Policies The policies and programs of the Booster Club shall be in general accordance with the policies and programs of Roseville Area High School.
ARTICLE II PARTICIPATION
2.01. Qualifications for Participation There shall be no members of the corporation. Participation in the Club shall be open to persons interested in the furtherance of the RAHS Band and goals of the Booster Club, including any interested parent, guardian, alumni, Roseville Area School staff, student, or friend of the RAHS band.
ARTICLE III MEETING OF PARTICIPANTS
3.01. Annual Meeting Regular annual meetings of the participants shall be held in the month of October unless the Board of Directors at any annual meeting or special meeting designate a different date for annual meetings. At each annual meeting of the participants, the persons who are to constitute the Board of Directors shall be elected pursuant to these bylaws. Any other matter, which is properly brought before any annual meeting of the participants, and is a proper subject for discussion or decision by the participants, may be passed upon at the meeting.
3.02. Special Meetings The President may call special meetings of the participants. Special meetings of the participants must be called and scheduled to be held by the President or Secretary within forty five (45) days of receiving a written request signed by at least two (2) members of the Board of Directors. The request shall state the purpose or purposes of the meeting requested.
3.03. Place of Meetings All meetings of the members of the Booster Club shall be held at such place as may be designated by the Board of Directors in a notice of a meeting of participants.
ARTICLE IV BOARD OF DIRECTORS
4.01. Power and Duties The Board of Directors shall have the powers and duties necessary for the administration of the business, property, and affairs of the Booster Club, and may exercise for the Booster Club all powers, duties, and authority vested in or delegated to the Booster Club (and not expressly prohibited or reserved to the members) by law or by the Articles of Incorporation and these bylaws. Only directors vote on matters before the board during regular meetings.
4.02. Qualifications Any active participant entitled to vote and in good standing of the Booster Club shall be eligible to be a director, provided that at all times a majority of the directors of the Booster Club shall be adults.
4.03. Number of Directors The Board of Directors shall be composed of (i) the four (4) members serving in the offices of President, Vice President, Secretary and Treasurer (each, an “Officer Director”) and (ii) a non-officer (a “Non-Officer Director”). In addition, the directors of the RAHS bands shall be ex-officio members of the Board of Directors, without the right to vote, but entitled to receive notices of and to attend all meetings of the Board of Directors. The number of directors composing the Board of Directors may be changed by the vote of a majority of the Board of Directors entitled to vote who are present at a meeting of the Directors noticed for such purpose; however, the terms of the existing directors may not be shortened.
4.04. Term of Office Directors shall serve for a term of one (1) year,. Each term of office for a Director shall expire upon the election of a successor at a subsequent annual meeting of the members, or upon removal of the director in accordance with the provisions of these bylaws. The terms of directors may be changed for future elections by vote of a majority of the Directors at a meeting noticed for such purpose who are entitled to vote. A director elected to fill a vacancy, or the position of a removed director, shall serve out the vacated term. An individual shall not hold office as a director more than three (3) consecutive terms, but can subsequently hold the office again, if re-elected, after a break in service.
4.05. Board Nominations At least ten (10) days prior to the annual meeting of the members, the President shall request members entitled to vote to nominate members for such Officer Director positions on the Board of Directors that shall become vacant as of the time of such annual meeting. At the Annual Meeting the President shall again call for nominations. No persons, except those whose names have been nominated as provided in this Section 4.05 shall be eligible for election to the Board of Directors.
4.06. Removal from Office A director shall be removed from office upon the vote of a majority of the Directors entitled to vote who are present at a meeting of the Directors. A recommendation for dismissal can be made by one of the members of the Board of Directors. The recommendation must be for due cause and follow a hearing before the Board. Directors, who miss three or more meetings, without a valid reason submitted in advance to the President, shall be subject to removal. If warranted the director may be suspended from duties between recommendation for removal and affirmation or rejection by the majority of the Board of Directors.
4.07. Vacancies Any vacancy occurring among the directors by reason of death, resignation, removal, or otherwise may be filled for the period of time until the next annual meeting of Directors by an affirmative vote of a majority of the remaining Board of Directors.
4.08. Compensation Except as permitted by law, directors of the Booster Club shall receive no compensation for their services in such capacity.
4.09. Committees The Board of Directors may appoint committees from among the members, as it deems necessary to assist in its performance of duties. The committees may be standing or ad hoc committees.
ARTICLE V MEETINGS OF DIRECTORS
5.01. Time and Place of Meetings The Board of Directors shall meet at least twice during the school year at a time and place announced to the members. Special meetings of the Board of Directors may be called by the President or by any two directors. Forthwith upon receipt by the Secretary of a proper call for a special meeting, the Secretary shall give notice to all the directors of the time, place, and purpose of any such meeting. Such notice need not be in writing unless the person or persons calling the meeting shall so request.
5.02. Quorum At each meeting of the Board of Directors, the presence of a majority of directors as a whole shall constitute a quorum for the transaction of business, except where a greater number may be required by statute. In the absence of a quorum a majority of the directors present in person shall have the power to adjourn the meeting from time to time until the required number of directors shall be present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called.
5.03. Majority An act of the majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors, except that any proposal to dissolve the Booster Club shall be approved only upon the affirmative vote of two-thirds of the Board of Directors. Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing, including email, signed by a majority of the directors.
6.01. Principal Officers The officers of the Booster Club shall consist of a President, a Vice President, a Secretary, and a Treasurer, who shall have duties as specified by the Board of Directors. The same person may hold a maximum of two (2) offices at the same time, except that the person serving as President may not hold another office. Any dual positions must be approved by the Board of Directors in advance, and the person holding both offices shall have only one (1) vote as a director. The Board of Directors may from time to time elect such other officers and designate their duties as in their judgment may be necessary to manage the affairs of the Booster Club. All officers shall also serve on the Board of Directors in accordance with Section 4.03.
6.02. Qualifications Officers shall be members in good standing of the Booster Club.
A. President: The President shall be the Chief Executive Officer of the Booster Club. The President shall preside at all meetings of the Booster Club and of the Board of Directors. The President shall have all of the general powers and duties which are usually vested in the office of President of a corporation, including without limitation the duty to supervise all other officers, to preside at all member and Board meetings and to execute all contracts and similar obligations on behalf of the Booster Club. The President shall have such other duties as may from time to time be prescribed by the Board of Directors.
B. Vice President: The Vice President shall act as support to the President and shall perform the duties of the President whenever the President shall be absent or unable to act. The Vice President shall be responsible for ensuring that the Booster Club is in compliance with the events and fund raising guidelines set forth by RAHS. The Vice President shall also perform such other duties as shall from time to time be prescribed by the Board of Directors. Upon his or her election, the Vice President shall be considered the President-Elect of the Booster Club, who shall take office at the time of the expiration of such term or upon an earlier vacancy in the office of President, subject to approval by the members at the following annual meeting. The Vice President, as President-Elect, shall have no authority or duties associated with the office of President until such person takes office as President.
C. Secretary: The Secretary shall be responsible for recording the minutes of the meetings of the Board of Directors and other meetings. The Secretary shall keep and have charge of the books and records of the Board of Directors and the Booster Club, except those of the Treasurer. The Secretary shall maintain a roster of participants and send all notices for the Booster Club as required by these bylaws and the Act. The Board of Directors may designate some or all of the foregoing functions to be undertaken by a managing agent; providing that such delegation shall not relieve the Secretary of the ultimate responsibility of the Secretary's duties. All minutes are public information and the Secretary will provide copies to any interest party upon request.
D. Treasurer: The Treasurer shall have custody of all financial assets of the Booster Club, including funds, securities and evidence of indebtedness and shall give bond in such sum and with such sureties as the Board of Directors may require. The Treasurer and President shall ideally furnish, at the expense of the Booster Club, a Fidelity Bond on the Treasurer and President in at least the sum of $2. The Treasurer shall be responsible for keeping the Booster Club's financial books, any assessment rolls, and accounts of the Booster Club. The Treasurer shall cause the books of the Booster Club to be kept in accordance with good accounting practices. In addition, the Treasurer shall complete all necessary filings with the Internal Revenue Service and any other entities as required. The Treasurer will prepare periodic financial reports as directed by the Board of Directors and shall submit them to the members and the Board of Directors for examination at each meeting of the members and Board of Directors. At each Board meeting the Treasurer shall present a copy of the most current monthly bank statement for each bank account held by the Booster Club. All Treasurer reports are public information, and the Treasurer will provide copies to any interested party upon request. The Board of Directors may designate some or all of the foregoing functions to be undertaken by a managing agent, provided that such delegation shall not relieve the Treasurer of the ultimate responsibility for the Treasurer's duties.
6.03. Other Officers The Board of Directors may appoint persons to other offices and shall from time to time determine by resolution the duties, responsibilities, and privileges of each of such officers.
6.04. Execution of Instruments When the execution of any contract, conveyance, or other instrument has been authorized without specification of the executing officers, the President, or Vice President, and Secretary, may execute the same in the name and behalf of the Booster Club.
ARTICLE VII FISCAL MATTERS
7.01. Dues Dues may be in an amount as determined from time to time by the Board of Directors.
7.02. Fiscal Year The fiscal year of the Booster Club shall end on October 31.
7.03. Requests for Financial Aid Directors of the RAHS bands may request financial aid in purchasing equipment or materials by submitting a written request to the Board of Directors.
7.04. Annual Budget At each annual meeting, the Board of Directors shall submit a budget outlining fundraising and expenditures in agreement with the purpose of the organization.
7.05. Bank Account The Booster Club shall maintain a bank account separate from the accounts of all members, directors, and other organizations for the purpose of deposit of Booster Club funds. The Treasurer shall cause all moneys and other valuable effects of the Booster Club to be deposited in the name of or to the credit of the Booster Club in such depositories as may be designated by the Board of Directors. The Treasurer shall cause the funds of the Booster Club to be disbursed in a manner consistent with the budget approved by the members or with the written, including email, approval of two other directors.
7.06. Check Signing Authority All checks drawn in an amount of $500 or greater must be signed by both the Treasurer and another director designated by the Board of Directors. Checks drawn in an amount of less than $500 may be signed solely by the Treasurer or, if the Treasurer is unavailable to sign, by such other designated board member.
7.07. Audit The Board of Directors shall designate a competent person to audit the Booster Club’s books as required by law or governmental authority or as directed by action of the members or the Board of Directors.
ARTICLE VIII OTHER MATTERS
8.01. Notices Any notice required by these bylaws may be given by electronic communication in accordance with Minnesota Statutes, Chapter 317A. All members and directors shall be deemed to have consented to receipt of notice by electronic communication, unless the member or director shall have given written notice to the Secretary that he or she does not so consent.
8.02. Rules of Order Robert’s Rules of Order, Newly Revised, shall govern the proceedings of all meetings of the Booster Club and its constituent parts, except as provided in these bylaws. A Parliamentarian may be appointed by and at the discretion of the Board of Directors if the Board deems it necessary.
8.03. Amendments to the By-laws These bylaws or any section thereof may be amended or repealed in any respect not inconsistent with the Articles of Incorporation by a two-thirds (2/3) vote of the Directors entitled to vote who are present at a meeting of the Directors. Any proposal to amend the bylaws must be presented to the Secretary at least five (5) days before the meeting of the Board. Enough copies must be provided for distribution to all directors by the Secretary at least five (5) days before the meeting.
8.04. Severability The invalidity or unenforceability of any part of these bylaws shall not impair or effect in any manner the validity, enforceability, or effect of the balance of these bylaws.
8.05. Laws Applicable Minnesota Statutes, Chapter 317A, shall be applicable as to any matters or in any respects not otherwise covered by these bylaws.
8.06. Effective Date These bylaws shall be effective as of the date of their approval by the Directors and shall remain in effect until such time as they are amended.