Article I.
PURPOSE &
SCOPE
Section
1.01
The name of the organization shall be
Valencia High School Choir
Booster Club.
Section
1.02
The Valencia
High School Choir Booster Club
was
formed to support activities to increase public awareness of the Valencia High
School Choir; to support and conduct educational and informational activities;
to organize and promote concert activities to enrich the educational process, to
sponsor reports and meetings; sponsor other services to strengthen the stability
of the choir; to provide and establish the funding means and educate the public
about the funding needs of the choir; provide an organization for choir
student’s parents/guardians to participate in supporting the needs of their
students.
Section
1.03
The Valencia
High School Choir Booster Club
hereinafter referred to as “Boosters”.
Section
1.04
The principal office of the corporation shall be located at 500 North
Bradford Avenue, Placentia, California. The board of directors shall have the
power and authority to establish and maintain branch or subordinate offices at
any other locations within the same city or within the same state or as the case
may be.
Article II.
MEMBERSHIP
Section
2.01
Members: Parents or legal guardians of active students enrolled in the
choir shall be the membership.
Section
2.02
Choir Director: The Choir Director may not be a member of the Boosters or
hold any Executive Council position. The Choir Director’s role shall be limited
to an advisor to the Boosters and Executive Council. The Choir director may
distribute information and instructions regarding the Boosters and sponsored
events to the students. The Choir Director is bound by the School District
policies and regulations and will abide by those restrictions when interacting
with the Boosters.
Section
2.03
Member
Voting: Subject to the provisions of any applicable law or any provision of the
articles of incorporation or of these bylaws concerning cumulative voting, each
active member shall be entitled to one vote on each matter submitted to a vote
at a meeting of the membership.
Section
2.04
Proxies: At all meetings of the membership, a member may vote by proxy
executed in writing by the member or by his duly authorized attorney in fact.
Such proxy shall be filed with the secretary of the Boosters before or at the
time of the meeting. No proxy shall be valid after thirty (30) days from the
date of its execution unless otherwise provided in the proxy.
Article III.
EXECUTIVE
COUNCIL
Section
3.01
Executive Council: The members will elect an Executive Council,
hereinafter known as the “Board”, composed of seven (7) members, selected by
nomination and vote on the last meeting in June, except for the Student
Representative. The Members, in attendance at the June meeting, shall make the
selection.
a)
The Board shall consist of the following directors: President, 1st
Vice President (Ways and Means), Communications Director, Secretary, Treasurer,
Auditor, Student Representative.
b)
The Student Representative shall be selected by the Choir Director and
his or her nomination submitted to the Board for approval. The Choir Director
may remove or replace the Student Representative with Board approval, whenever
in his/her judgment the best interests of the Boosters would be served thereby.
Section
3.02
General Powers. The business and affairs of the corporation shall be
managed by the Board.
Section
3.03
Tenure and Qualifications: The Board directors shall be elected at the
annual meeting of the membership and the term of office of each director shall
be from July 1 to June 30 of each subsequent year and the election and
qualification of his or her successor. Directors need not be a Booster member.
However, at least 1 position must be held by a current member and 1 position
must be held by a current member whose choir student is not in their senior
year. This 1 position requirement may be filled by the same member.
Section
3.04
Voting: Each Board director is entitled to one vote and may cast that one
vote on any matter submitted to a vote of the Boosters. Absentee ballots or
proxy votes shall not be permitted.
Section
3.05
Removal: Any director may be removed by a two-thirds vote of the entire
membership. A director may also be removed by majority vote of the Board if
he/she fails to attend three (3) consecutive monthly Board meetings or four (4)
non-consecutive monthly Board meetings.
Section
3.06
Vacancies: A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board for the
unexpired portion of the term.
a)
Any officer or agent (i.e. Committee Chairpersons) elected or appointed
by the Board may be removed by the Board whenever in its judgment the best
interests of the Boosters would be served thereby.
Article IV.
MEETINGS OF
BOOSTERS
Section
4.01
Annual Meeting: The annual meeting of the Members shall be held on the
second Monday of June in each year, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day. If the election of directors
is not held on the day designated herein for any annual meeting of the
membership, or at any adjournment thereof, the Board shall cause the election to
be held at a special meeting of the Members as soon thereafter as is convenient.
Section
4.02
Regular Board Meetings: A regular meeting of the Board shall be held
without notice other than this bylaw immediately after and at the same place as
the annual meeting of membership. The Board may provide, by resolution, the time
and place for holding additional regular meetings without other notice than such
resolution. Additional regular meetings shall be held monthly on the 2nd
Monday of each month at the Valencia High School Choir Room in the absence of
any designation in the resolution.
a)
Executive meetings of only Board members may be held prior to the Regular
Board Meeting. The purpose of this meeting will be to discuss and decide any
general choir business as well as any confidential information such as
contracts, personal member or student information or any other information or
action the Board deems confidential. The Board will notify the membership of any
pertinent action to the membership at the Regular meeting without disclosing any
confidential information.
Section
4.03
Special
Meetings: Special meetings of the Members, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by the Board,
and shall be called by the president at the request of ten (10) Members of the
Boosters entitled to vote at the meeting.
Section
4.04
Place
of Meeting. The Board may designate any place within ten (10) miles of
Valencia
High School in Placentia, California, as the place of meeting for any meeting
called by the Board or president. Otherwise, the place of meeting shall be the
Choir Room of Valencia High School in Placentia, California.
Section
4.05
Notice
of Meeting: Written or printed notice stating the place, day, and hour of the
Annual meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than three (3) nor more
than twenty-one (21) days before the date of the meeting, either personally, by
mail, by delivery to the choir student, or by electronic means such as e-mail,
by or at the direction of the president, or the secretary, or the officer or
persons calling the meeting, to each Member entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United
States mail, addressed to the Member.
Section
4.06
Quorum:
A quorum of the Board plus one (1) non-Board Member entitled to vote,
represented in person, shall constitute a quorum at a meeting of the membership.
Three (3) Board members shall constitute a quorum of the Board at any Board or
membership meeting.
Section
4.07
Board Decisions: The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board, except that
vote of not less than two-thirds of all the members of the Board shall be
required for the amendment of or addition to these bylaws.
Section
4.08
Presumption of Assent: A director who is present at a meeting of the
Board at which action on any Booster matter is taken shall be presumed to have
assented to the action taken unless his or her dissent shall be entered in the
minutes of the meeting or unless he or she shall file his or her written dissent
to such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Article V.
DUTIES
Section
5.01
President: The President shall oversee the day to day operations of the
Boosters and convene regularly scheduled Board meetings. The President is
responsible to oversee the actions of any member sub-committees. The President
shall preside over or arrange for other Board members to preside over each
meeting. If the president is unable to preside over any meeting, the meeting
shall be run, in order of succession, the 1st Vice-President,
Secretary, and Treasurer.
Section
5.02
1st Vice President: The 1st Vice President shall be
responsible for fundraising activities including organizing, implementing and
communicating events. He/she will also be the Ways and Means sub-committee
chairperson.
Section
5.03
Communications Director: The Communications Director shall be responsible
for communicating to the membership the activities and decisions of the Board
and the Choir. He/she shall be responsible for the oversight, development and
distribution of the monthly newsletter, websites, advertising, public relations,
press relations and general e-mail communication.
Section
5.04
Secretary: The Secretary shall be responsible for keeping records of
Board actions, including the taking of minutes at all Board meeting. He/she
shall be responsible to distribute announcements, minutes and agendas to each
Board member. The Secretary is also responsible for assuring the corporate
records are maintained.
Section
5.05
Treasurer: The Treasurer shall present a report at each Board meeting.
The Treasurer shall assist in the preparation of a budget and monitor that
budget throughout the fiscal year. The Treasurer shall also assist in
developing fundraising plans and keep an accounting of all fundraising events.
The Treasurer will also participate as a member of the Ways and Means
sub-committee. The Treasurer shall be responsible for providing financial
information to the Board and will provide Board approved financial information
to the Members and/or public.
Section
5.06
Auditor: The Auditor shall be responsible for reviewing the Treasurer
reports to insure their accuracy and verify financial information. He/she will
make a report to the Board on the finances of the Boosters. The reports will be
presented at the regular monthly Board meeting in January and May of each year.
Section
5.07
Student Representative: The Student Representative will communicate the
actions of the Board to the students of the Choir. He/She will represent the
choir students to the Board and make requests and commitments on the student’s
behalf. The Student Representative shall not have any executive authority and
may not preside over any Board meeting.
Section
5.08
Sub-Committee Chairperson: Shall oversee the actions of the assigned
sub-committee. The Chairperson is responsible for developing a budget and
oversees the expenditures for the assigned event. He/she is responsible for
keeping expenditures within budget limitations and will have budget approval
from the Board before making any expenditure. The Chairperson will make a status
report to the Board at each monthly meeting. Chairpersons are not authorized to
sign any contract or bind the Booster to any contract unless granted that
authority by the Board.
Article VI.
SUB-COMMITTEES
Section
6.01
Sub-Committee: The Board may, from time to time, establish and abolish
sub-committees to perform duties as the Board may prescribe. These committees
shall be comprised of the current membership and/or the public. No committee may
exercise the authority of the Board and is subject to Board oversight and
direction.
Section
6.02
Sub-Committee Chairperson: The Board shall assign or remove each
committee chairperson.
Section
6.03
Sub-Committee Rules: Sub-committees shall be bound by the Booster Bylaws
and the authority and direction of the Board.
Section
6.04
Sub-Committee Quorum: A quorum must be attended by a minimum of forty
percent (40%) of the sub-committee members but no less than three (3) members
before business can be transacted or motions made or passed.
Article VII.
CONTRACTS,
LOANS, CHECKS, AND DEPOSITS
Section
7.01
Contracts: The Board may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.
Section
7.02
Loans: No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances.
Section
7.03
Checks, Drafts, or Orders: All checks, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation shall be signed by the President or by such officer or
officers, agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the Board.
Section
7.04
Deposits: All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositaries as the Board may select.
Article VIII.
FISCAL YEAR
Section
8.01
The fiscal year of the corporation shall begin on the 1st day of July of
each year and end at midnight on the 30th day of June of the
following year.
Article IX.
AMENDMENTS
Section
9.01
These bylaws may be altered, amended, or repealed and new bylaws may be
adopted by the Board at any regular or special meeting of the Board; provided,
however, that the number of directors shall not be increased or decreased nor
shall the provisions of Article II, concerning the membership, be substantially
altered, without the prior approval of the membership at a regular or special
meeting of the membership. Changes in and additions to the bylaws by the Board
shall be reported to the Members at their next regular meeting and shall be
subject to the approval or disapproval of the membership at such meeting. If no
action is then taken by the membership on a change in or addition to the bylaws,
such change or addition shall be deemed to be fully approved and ratified by the
membership.
Approved and adopted on this 13th day of
November, 2006.
By:
____________________________
________________________________
John G. Hoevers,
President Tracy Hammond,
Treasurer