BYLAWS OF ERIE HIGH SCHOOL BOOSTER CLUB
A Colorado Nonprofit Corporation
NAME AND OFFICES
Section 1.01 Name. The name of the organization is Erie High School Booster Club (the “Corporation”).
Section 1.02 Offices. The principal office of the Corporation shall be located in Erie, Colorado. The Corporation may have other offices within and without the State of Colorado as determined by the Board of Directors (the “Board”) or operational needs.
Section 2.01 Purpose. The purpose(s) of the Corporation is to promote community and parental involvement to enhance the Erie High School (“EHS”) student experience. The Corporation supports the entire student body, teachers, coaches, and school staff, to include clubs, organizations and athletic teams.
Section 2.02 Restrictions on Purpose. No project shall oppose the policies of the St. Vrain Valley School District.
Section 3.01 Membership. Membership in the Corporation shall be open to any person interested in the progress and development of the extra-curricular programs at Erie High School. Members have the right to vote as outlined in these bylaws.
Section 3.02 Membership Dues. The Board may establish a pay schedule for dues and fees.
Section 3.03 Annual Meeting and Regular Meetings. There shall be an Annual Member Meeting in or around May of each year. At this meeting, the Members may elect directors and transact other business that may come before the Members. Regular meetings of the Members shall be held as determined by the Board. All Members are encouraged to attend, join committees, and bring forth issues and recommendations for the good of the Corporation. The Vice President will preside over all Member Meetings if the President is unable to fulfill this duty.
Section 3.04 Special Meetings. Special Member Meetings may be called by the Board, the President, or by written demand of ten percent (10%) of Members, sent to the Secretary. Upon receiving a written demand, the Secretary shall, within five (5) business days, give notice of such meeting as provided in Section 3.05.
Section 3.05 Notice of Meetings. Written notice of the place, date, time, and length of any meeting shall be given to each Member by prepaid first-class mail, personal delivery, fax, or email not less than ten (10) or more than sixty (60) days before the date of the meeting. Unless the meeting called is the Annual Member Meeting or a regular meeting, the notice shall indicate the person or persons calling the meeting and the purpose for which it was called. Notice may be served by publishing it on the Corporation’s website no more than sixty (60) days and no fewer than ten (10) days before the meeting.
Section 3.06 Quorum and Voting. Member Meetings have met quorum when three (3) or ten percent (10%) of Members are present, whichever is lesser. If a quorum is not met, the Members present shall adjourn the meeting until one can be formed, with notice procedure following the requirements in these bylaws. At the new meeting any business may be transacted which might have been transacted at the meeting as originally called. Except as otherwise provided by statute or these bylaws, the majority vote of Members present at a meeting where a quorum is present shall be the act of the Members. The record date establishing voting rights shall be set by the Board no more than seventy (70) nor less than one (1) day before the meeting.
Section 3.07 Proxy. Every Member may authorize another person to act as the Member’s proxy. A proxy request must be in writing and signed by the Member or the Member’s agent and sent to the Secretary or acting Secretary. Every proxy, unless otherwise stated, expires after eleven (11) months. Every proxy is revocable by the issuing Member.
Section 3.08 Action Without a Meeting. Action may be taken without a meeting on written consent, setting forth the action to be taken, signed by a majority of the Members. Such consent may be written or electronic. If consent is electronic, it must be able to be reasonably determined to have been sent by the Member.
Section 3.09 Actions Requiring Vote of Members. For the purposes of this section, votes cast must meet quorum. Blank, uncast, or votes in absentia are not considered votes cast. The following corporate actions must be approved by the Members:
- a) A majority of votes cast is required for:
(i) Amending the Articles of Incorporation,
(ii) Amending the bylaws if the amendment impacts member rights, or
(iii) Election of directors.
- b) Two-thirds of votes cast is required for:
(i) Approving a merger,
(ii) Approving a non-judicial dissolution, or
(iii) Revoking a non-judicial dissolution.
BOARD OF DIRECTORS
Section 4.01 Powers and Number. The affairs and property of the Corporation shall be managed by, or under the direction of, the Board of Directors (the “Board”) subject to applicable law and in accordance with the purposes and limitations set forth in the Articles of Incorporation and bylaws. The Board has all powers allowed by law, including the ability to borrow funds in the name of the Corporation and make gifts in furtherance of its exempt purposes. The number of directors shall be at least three (3). Within the specified limits, the number of directors can be increased or decreased from time to time by resolution of the Board. This action by the Board shall require a vote of a majority of the Board and no decrease shall shorten the term of any director then in office.
Section 4.02 Election and Term of Office. Directors shall be the President, Secretary, and Treasurer. Directors may also include the Vice President, Assistant Treasurer, and Committee Chairpersons. Directors are nominated by a Member in or around April each year and elected at the Annual Member Meeting by majority vote of the Members present. Additional nominees will be accepted from the floor. Directors shall hold office for a term of one (1) year and shall serve for such term and until the election and qualification of a successor, or until such director’s death, resignation, or removal. Directors may be elected to any number of consecutive terms.
Section 4.03 Officer Qualifications. Each member of the Board shall be at least eighteen (18) years of age and must be a current Member.
Section 4.04 Removal. Any director may be removed at any time with or without cause at a regular or special meeting called for that purpose by a majority of the Members.
Section 4.05 Resignation. Any director may resign from the Board at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Board or such officer. The resignation does not need to be accepted in order to take effect. No resignation shall discharge any accrued obligation or duty of a director.
Section 4.06 Vacancies. Vacancies, occurring for any reason, may be filled at any Board meeting by the majority vote of remaining directors. Directors appointed to fill a vacancy shall serve until the next Annual Member Meeting.
Section 4.07 Meetings. The Board shall meet immediately following the regular meetings of the Members unless either a meeting is not deemed necessary at that time, or a different time and place is agreed upon by the Board. Any Board member, at any time, may call a special meeting. In the case of a special meeting, the time and place shall be fixed by the person or persons calling the meeting.
Section 4.08 Notice of Meetings. Notice of a meeting may be sent by mail, email, telephone, courier service, posted on the official Erieh High Booster Club website or hand delivery, directed to the contact information available for director as it appears in the Corporation’s records. Such notice shall state the time and place where the meeting is to be held and to the extent possible, the purpose(s) for which the meeting is called. Notice shall be deemed to have been given when sent, and if by mail, when deposited in the United States mail with prepaid postage thereon. Notice of any regular or special meetings for which the time and place is not fixed by the Board must be given to each director not less than ten (10) and no more than sixty (60) days before such meeting. Notice of a special meeting of the Board to discuss matters requiring prompt action may be given no less than forty-eight (48) hours before the time at which such meeting is to be held if given personally, by telephone, by fax or by electronic mail, unless the meeting relates to an emergency which must be resolved within forty-eight (48) hours, in which case notice shall be given as promptly as possible. Should a director submit a signed waiver of notice before or at the meeting’s commencement, or who attends the meeting without protesting, a notice of a regular or special meeting is not required.
Section 4.09 Quorum. Board meetings have met quorum when a majority of directors are present. If a quorum is not met, a majority of the directors present may adjourn the meeting to another time, notice of which shall be given to any directors not present at the time of adjournment.
Section 4.10 Voting. Except as otherwise provided by statute or these bylaws, a majority vote of directors present at a meeting where a quorum is present shall be the act of the Board.
Section 4.11 Remote Meetings. For a director to be considered present at a meeting conducted through video or telephone conferencing technology, the director must be able to simultaneously converse with every other director present.
Section 4.12 Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if notice is transmitted in writing to each member of the Board and each member of the Board by the time stated in the notice:
(a) Votes in writing for such action; or
(b) (1) votes in writing against such action, abstains in writing from voting, or fails to respond or vote; and (2) fails to demand in writing that action not be taken without a meeting.
Notice required under this Section 4.12 must state (1) the action to be taken; (2) the time by which a Board member must respond; (3) that failure to respond by the time stated in the notice will have the same effect as abstaining in writing by the time stated in the notice and failing to demand in writing by the time stated in the notice that action not be taken without a meeting; and (4) any other matters the Corporation determines to include.
Action taken under this Section 4.12 is valid only if the affirmative votes in writing for such action received by the Corporation equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the Board members then in office were present and voted and no Board member has demanded that action not be taken without a meeting.
The notice and written responses thereto by the members of the Board or such committee shall be filed with the minutes of the proceedings of the Board or such committee.
Section 4.13 Compensation. The Corporation shall not pay compensation to directors for services rendered in their capacity as directors. However, directors may be reimbursed for reasonable expenses incurred in the performance of their duties. A director may receive reasonable compensation for the performance of services provided separate from their responsibilities as a director.
STANDING AND SPECIAL COMMITTEES
Section 5.01 Formulation. The Board, by a majority vote, may appoint directors and Members to Committees as determined by the Board. Each committee’s members shall serve a term of one (1) year. Additionally, the President shall be an ex-officio member of all committees. All committees shall have such authority as granted by the Board, except that no such committee shall have authority to:
(a) Fill vacancies on the Board;
(b) Amend, repeal, or adopt new bylaws;
(c) Amend the Articles of Incorporation;
(d) Amend or repeal any resolution of the Board unless, by its terms, it is amendable or subject to repeal by a committee.
Section 5.02 Committee Chairperson. All Committee Chairpersons shall be elected and serve as outlined in Article IV. Chairpersons shall report on their committee’s activities at the monthly Membership meetings or appoint a representative of the committee to stand in when they are not available.
Section 5.03 Quorum and Action by Committee. If not provided for by resolution, quorum is met when a majority of the committee members are present. A majority vote of those present at a meeting where a quorum is present shall be the act of the committee. All committees are subject to the direction of the full Board.
Section 6.01 Scholarships. The Corporation shall award at least one scholarship on an annual basis.
OFFICERS, EMPLOYEES, AND AGENTS
Section 7.01 Officers. The officers of the Corporation shall consist of at least a President, Secretary, and Treasurer. The Corporation may also have a Vice President and Vice Treasurer. All officers shall be elected and serve as outlined in Article IV. All officers must be eighteen (18) years of age or older and willing to serve. One person may hold, and perform the duties of more than one office, except that the same person may not hold the offices of President and Treasurer. All officers shall be subject to the supervision and direction of the Board.
Section 7.02 President. The President shall:
(a) Preside at all meetings of the EHS Booster Club and all Board meetings;
(b) See that officers and committee chairpersons perform their duties;
(c) Take such action as necessary to fulfill the provisions of all the motions passed at the monthly meetings;
(d) Appoint chairman of standing and special committees subject to the approval of the Board;
(e) Coordinate the work of the officers and committees of the Corporation;
(f) Act as an ex-officio member of all committees;
(g) Be responsible for the general publicity of the EHS Booster Club meetings and activities including but not limited to; notification of meetings to the local newspaper and/or the school call-out system and/or on the school website at least two weeks prior to the meeting and/or activity;
(h) Perform other duties as may be prescribed in these bylaws or assigned by the Board.
Section 7.03 Vice President. The Vice President shall assist the President with duties as needed. The Vice President shall fulfill the role of the President if the acting President can no longer perform their duties.
Section 7.04 Secretary. The Secretary shall:
(a) Attend, record and submit minutes of all Board and regular meetings of the Corporation. In the absence of the Secretary, the presiding officer shall appoint someone to record minutes who shall submit them to the Secretary at their earliest convenience;
(b) Post minutes to Corporation’s website;
(c) Keep copies of all bylaws, past and current, in the Secretary’s record;
(d) Keep attendance records of all Board and members for all meetings;
(e) Add any amendments to the bylaws;
(f) Shall notify the school head secretary of any times when meetings, etc. will be held at the school and to make sure that the doors are unlocked.
Section 7.05 Treasurer. The Treasurer shall:
(a) Have custody of all the funds for the Corporation in a separate, off campus account, which is subject to audit;
(b) Be responsible for depositing funds;
(c) Keep books of account and records including bank statements, receipts, budgets, invoices, paid receipts, and canceled checks for five (5) years, and IRS records and the federal tax ID# information for the Corporation;
(d) Make disbursements as authorized by the President, Board or the Corporation;
(e) Present a financial statement which shall be filed for audit at every Board and regular meeting or at other times when requested by the Board;
(f) Prepare and file all necessary/required IRS tax forms and returns or arrange for a certified CPA to do so;
(g) Responsible for holding, maintaining and checking the PO Box;
(h) Provide cash bags and maintain accounts for fundraising activities as required by law and file all necessary reports if required.
(i) Arrange for and oversee professional accounting services should the Board deem them necessary.
Section 7.06 Vice Treasurer. The Vice Treasurer shall be one or more persons and shall assist the Treasurer with financial duties as needed.
Section 7.07 Transfer of Documents. All Officers shall deliver to their successors, or the President, all official documents, accounts, debit or credit cards, and all other materials held for their official purposes, prior to or at the transition meeting that is scheduled in or around the month of June.
Section 7.08 Employees and Other Agents. The Board may appoint such employees and other agents as it shall deem necessary, each of whom shall have such authority and perform such duties as the Board determines. To the fullest extent allowed by law, the Board may delegate powers possessed by the Board to any employee or agent. The Board may also prescribe their respective title, terms of office, authorities, and duties.
Section 8.01 Contracts and Instruments. The Board may authorize any officer or agent of the Corporation to enter into any contract, to execute and deliver any instrument, or to sign checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness in the name of and on behalf of the Corporation. Such authority may be general or may be confined to specific instances. No instrument required to be signed by more than one officer may be signed by one person, in more than one capacity. The President and Treasurer may individually or collectively sign any instrument on behalf of the Corporation.
Section 8.02 Deposits. The Corporation’s moneys shall be deposited in its name with such banks, trust companies, or other depositories as the Board, or offices to whom such power has been delegated by the Board, may from time to time designate.
INDEMNIFICATION AND INSURANCE
Section 9.01 Indemnification. The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that they, their testator or intestate, was a director or officer, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees. No indemnification may be made to or on behalf of any such person if (a) their acts were committed in bad faith or were the result of their active and deliberate dishonesty and were material to such action or proceeding or (b) they personally gained in fact a financial profit or other advantage to which they were not legally entitled.
Section 9.02 Insurance. The Corporation shall have the power to purchase and maintain insurance to indemnify the Corporation and its directors and officers for any obligation which they incur as a result of indemnification pursuant to Section 9.01.
Section 10.01 Fiscal Year. The fiscal year of the Corporation shall begin on the fifteenth (15th) of June and end on the fourteenth (14th) of June the following calendar year.
Section 10.02 Books and Records. The Corporation shall keep correct and complete books and records of the Corporation’s activities and transactions, including the minute book, which shall contain a copy of the Articles of Incorporation, a copy of these bylaws, all resolutions of the Board, and all minutes of Member and Board meetings and committees thereof. The books and records shall be kept at the Corporation’s office or in secure electronic storage.
Section 10.03 Annual Returns. The Board shall review the Corporation’s annual filing with the Internal Revenue Service prior to it being filed.
Section 10.04 Electronic Signature. Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, shall be deemed to be a written signature.
AMENDMENTS TO BYLAWS
Section 11.01 Approval. A two-thirds Board vote is required to alter, amend, or repeal quorum requirements and transactions of business. All other alterations, except that which pertain to Member rights, requires a majority vote of those present at a meeting where a quorum is present. If a Member vote is required, the Board shall, by resolution adopted at a meeting where a quorum is present, recommend approval to Members.
Section 11.02 Notice. Such action is authorized only at a duly called and held meeting of the Board for which written notice of such meeting sets forth the proposed alterations and is given in accordance with these bylaws. A description of alterations authorized by the Board shall be given at, and in the notice of, the next Member Meeting where directors are elected.
Section 12.01 In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, gender, age, culture, national origin, marital status, sexual preference, mental or physical disability, veteran status or any category protected by state of federal law.
REFERENCE TO ARTICLES OF INCORPORATION
References to the Articles of Incorporation shall include all amendments or changes made to the Articles of Incorporation unless specifically excepted by these bylaws. If the Articles of Incorporation and the bylaws conflict in any way, the Articles of Incorporation shall govern.