Bylaws Of Como Park Senior High School Booster Club
ARTICLE I — NAME AND PURPOSE
- Name: The name of the organization is Como Park Senior High School Booster Club (“Club”).
- Purpose: The Club is a nonprofit corporation organized under MN Laws, Chapter 317 exclusively for charitable and educational purposes.
The purpose of the Club is:
- To support Como Park Senior High School (“School”) extracurricular programs (arts, athletics, and school clubs), which are in need of supplementary financial support; and
- To broaden the involvement of students, parents, alumni, and community members in Como Park Senior High School activities.
ARTICLE II —MEMBERSHIP
2.1 Membership: Voting membership in the Club shall be open to any person who is a parent, guardian, coach, staff member, community member, business leader, student or alumni of the School who supports the purpose statement in Article 1, Section 2. Membership is granted by a majority vote of the Board of Directors (“Board”) after completion of a membership application.
2.2 Dues. There shall be no dues for Club membership.
2.3 Rights of Members: Each member shall be eligible to vote in the election of Officers, amendment of Bylaws, or any other matter subject to vote by full membership.
2.4 Resignation and termination: Any member may resign by filing a written resignation with the Secretary. A member can have their membership terminated by a majority vote of the membership.
2.5 Membership Drive. An annual membership drive shall be conducted as early in the school year as possible to increase participation in Club meetings and volunteer activities.
ARTICLE III — MEETINGS OF MEMBERS
3.1 Regular meetings: Regular meetings of the members shall be held quarterly, at a time and place designated by the Club Officers.
3.2 Annual meeting: An annual meeting of the members shall be held in the month of May to elect Directors and Officers, receive reports on the activities of the Club, and determine the direction of the Club for the coming year. The specific date, time, and location of which will be designated by the Club Officers.
3.3 Special meetings: Special meetings may be called by a co-chair, the Executive Committee, or a simple majority of the Board.
3.4 Notice of meetings: Notice of meetings shall be communicated to Club members not less than two weeks prior to any meeting.
3.5 Quorum: The members present at any properly announced meeting shall constitute a quorum.
3.6 Voting: All issues to be voted on shall be decided by a simple majority of those present.
ARTICLE IV — BOARD OF DIRECTORS
4.1 Number: The Board shall consist of no fewer than six (6) and no more than twenty (20) Directors, who are natural persons. School administrators are ex officio members of the Board and each of its committees. The Club shall make a good faith effort to balance the Board to reflect the diversity and interests of all members.
4.2 Election of Directors and Term. Any Club Member can nominate a candidate for the Board. Directors shall be elected by a simple majority of Members present at the Annual Meeting. Each group of Directors will serve a two-year term except the first group of Directors shall have an abbreviated term until the first Annual Meeting after the adoption of these Bylaws. No elected Director shall serve more than two consecutive full two-year terms. Each new term shall begin on July 1st after the election.
4.3 Meetings of the Board. Regular Meetings of the Board will generally be held at the School on the third Monday of each month at 7:00 p.m. The Board shall establish a meeting schedule with no fewer than six regular meetings each year. There shall be no notice required for regular meetings of the Board. Special meetings of the Board may be called by either of the Co-Chairs or by a simple majority of Directors provided Notice is given according to Section 4.4.
4.4 Notice. Any Notice required by these Bylaws shall be delivered by email or communicated by telephone call to each Director at least three days before any such meeting. All such notices of special meetings shall set forth the place, date, time, and purpose of the meeting.
4.5 Quorum and Voting. At least one-third of the Directors currently holding office shall constitute a quorum for the transaction of business and to pass motions. A simple majority of the Directors present at any Board Meeting shall carry a decision.
4.6 Authority and Executive Committee. The Board shall have authority to manage the business of the Club and to do all lawful things to achieve the purposes of the Club. The Board may delegate its authority to an Executive Committee to manage the business of the Club in the interval between Board meetings. Any such Executive Committee shall at all times be subject to the control and direction of the Board.
4.7 Vacancies. Whenever a vacancy occurs mid-term in the Board for any reason, it may be filled by a majority vote of the remaining members of the Board at a regular meeting of the Board. Any Director elected in this manner shall hold office until the end of the term of the Director they are replacing.
4.8 Resignation, removal, and absences: Resignation from the Board must be in writing and received by the Secretary. A Director may be removed from the Board due to excess absences, more than two unexcused absences from Board meetings in a year. Additionally, any Directors may be removed, either with or without cause at any time, by a simple majority vote of all current Directors.
4.9 Action in Writing. Any action the Board may take at a meeting may also be taken by an action in writing signed by all of the members of the Board.
4.10 Authorization of Expenditures. The Board’s approval of the annual budget authorizes the expenditure of funds. Any expenditures that were unplanned or exceed the budgeted amount will require Board approval if the amount of the expenditure exceeds $250.
4.11 Compensation. Directors receive no salary or compensation but they may be reimbursed for reasonable expenses.
ARTICLE V — OFFICERS AND DUTIES
5.1 Officers: There shall be four Officers of the Board, consisting of two co-chairs, a secretary, and a treasurer.
5.2 Co-Chairs: There shall be two co-chairs with staggered two-year terms. The first year of the term shall be as vice-chair and the second year as chair. To establish staggered terms for co-chairs, one Co-Chair elected at the first election of Officers following the adoption of these Bylaws will serve an abbreviated term until the annual elections in May.
The Co-Chairs shall convene and preside over Board meetings and may chair any committees created by the Board. The Co-Chairs may approve unplanned expenditures up to $250 without Board approval.
5.3 Secretary: The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, an assuring that corporate records are maintained.
5.4 Treasurer: The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
ARTICLE VI — COMMITTEES
6.1 Committee formation: The Board may create committees as needed, such as fundraising, communications, and volunteer coordination. The Co-Chairs appoint all committee chairs.
6.2 Executive Committee: The four Officers and any committee chairs shall serve as members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board in the intervals between Board meetings. The Executive Committee is subject to the direction and control of the full Board.
6.3 Finance Committee: The Treasurer is the chair of the Finance Committee, which includes at least three other Directors. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with other Directors. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. Annual reports must be submitted to the Board showing income, expenditures, and assets. The financial records of the organization are public information and shall be made available to the membership, Board, Officers, and the public.
6.4 Audit Committee. The Co-Chairs shall, prior to the end of each fiscal year, appoint a Committee of three persons to audit the books and records of the Treasurer for the fiscal year just then ended. The Audit Committee members shall review bank statements, canceled checks, and other documentation prepared and signed by the Treasurer in order to confirm the fiscal conduct of business by the Club for the year just ended.
6.5 Other Committees. The Board or Co-Chairs may appoint such other committees as they deem practicable for the conduct of Club business. The members of such committees shall hold office until the appointment of their successors or until they are removed by the Board.
6.6 Committee Quorum. A simple majority of any committee of the Club shall constitute a quorum for the transaction of business.
ARTICLE VII —PERMANENT RECORDS
7.1 Records: The Club shall keep permanent books of accounts and records, including specifically record of membership, donations, and income from fundraising activities.
7.2 Location: The permanent records of the Club will be kept at the School.
ARTICLE VIII — FISCAL YEAR
The fiscal year of the Club shall begin July 1 and end June 30.
ARTICLE IX — AMENDMENTS OF BYLAWS
These bylaws may be amended by a majority vote of the membership present at a Regular Meeting. An amendment may be proposed members of Club or by the Executive Committee. A copy of the proposed amendment must be submitted to the membership of the Club at least two weeks prior to the Regular Meeting at which it is to be considered for adoption.
These Bylaws were approved at a meeting of the Board of Directors by a two-third majority vote on October 27, 2014.