Topeka High Trojan Booster Club, Inc.
BY-LAWS
Article I
Offices
Section 1. Name. The name of this incorporated association shall be
the "Topeka High Trojan Booster Club, Inc." and is commonly referred to
as the Booster Club.
Section 2. Principal Office. The principal office for the transaction
of the business of the corporation is Topeka High School, located in
Topeka, Shawnee County, Kansas. The principal office may be changed from
time to time at the discretion of the Board of Directors.
Section 3. Objectives. This is an association of parents, alumni, and
friends created to support the activities of the students and faculty
of Topeka High School.
Section 4. Limitations of Activities. This association is
non-commercial, non-sectarian, and non-partisan. It shall not promote any
commercial enterprise or political candidate or party. The association shall not
direct or attempt to influence the administrative activities of the
school; nor control the policies of the faculty, administration, or staff.
Meetings shall not be used to discuss school policy or discuss
individual student problems.
Article II
Membership
Section 1. Membership. Membership is open to all parents, alumni, and
friends of Topeka High School in Topeka, Kansas who share the
objectives of the Booster Club upon payment of dues as set by the Board of
Directors.
Section 2. Annual Meeting. An annual meeting of the Booster Club shall
be held at the last scheduled meeting of the club during the Topeka
High School year. At the Annual Meeting, members shall elect the Board of
Directors and transact such other business as may properly come before
the membership.
Section 3. Special Meetings. Special meetings of the membership may be
called at any time, for any purpose or purposes, by the President, or a
majority of the Board of Directors, or by petition of 20% of the voting
members in which case the petition shall state the date, time and place
of the Special Meeting.
Section 4. Regular Meetings. All regular meetings of the membership
shall be held at such time and place that the Board of Directors shall
select.
Section 5. Quorum. A quorum at all meetings of the Booster Club shall
consist of a majority of the Board of Directors plus such other voting
members as may be present in person or by proxy. Unless otherwise
provided, a majority of those present and voting shall decide all questions
brought before the membership.
Section 6. Voting. Each voting member shall have one (1) vote for each
director and all other matters which may properly come before the
members at any meeting. The Board of Directors shall determine how voting
members are determined by membership category.
Section 7. Proxies. Every person entitled to vote shall have the right
to do so either in person or by written proxy executed by such person
or her duly authorized agent and filed with the secretary of the
corporation prior to the beginning of the meeting. Proxies shall be valid for
one meeting only.
Section 8. Inspection of Corporate Records and Bylaws. Financial
records and statements, membership records, complete bylaws as amended, and
minutes of meetings of the members, the board of directors, and
committees, shall be open to inspection by any member upon the written demand
of the member within ten (10) days of such demand during ordinary
business hours. Request for inspection other than at a members' meeting
shall be made in writing to the president.
Article III
Board of Directors
Section 1. Powers. Subject to limitations of the Articles of
Incorporation and Kansas law all corporate power shall be exercised by or under
the authority of, and the business and affairs of the corporation shall
be controlled by, the Board of Directors. Without prejudice to such
general powers, but subject to the same limitations, it is hereby
expressly declared that the Board of Directors shall have the following powers,
to-wit:
First To appoint and oversee such committees as they deem appropriate
to carry out the objectives of the organization.
Second To select and remove all officers, agents, and employees of the
corporation; prescribe their powers and duties; fix their compensation;
and require from them security for faithful service.
Third To conduct, manage, and control the affairs and business of the
corporation, and to make such rules and regulations as they may deem
best.
Section 2. Number, Qualification and Term of Office of the Board of
Directors. The number of elected directors of the corporation shall not
exceed ten (10). All directors must be members. Members shall be elected
to the Board of Directors by the membership at the Annual Meeting to
serve for one (1) year beginning on July 1.
Section 3. Removal from Office. A director may be removed from office
at a meeting of the Board by a majority of Board Members present and
voting; or at a meeting of members by 60% of the members present and
voting. In the event any director fails to be present, either in person or
by proxy, at any three consecutive, regularly scheduled meetings of the
Board or the Membership, that director shall be considered to have
tendered her resignation from the Board.
Section 4. Vacancies. Vacancies on the Board of Directors may be
filled by: 1) election at a meeting of members; 2) election by a majority of
the remaining members of the Board; or 3) appointment by a sole
remaining member of the Board.
Section 5. Organizational Meeting. Following each annual meeting of
members, the newly elected members of the Board of Directors shall hold
an organizational meeting for the purpose of election of officers, and
transaction of other business. Notice of such meeting is hereby waived.
Section 6. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and place as the board may from time to
time designate. Notice of all such regular meetings of the board is
hereby waived.
Section 7. Special Meetings. Special meetings of the Board of
Directors may be called at any time for any purpose or purposes by either the
President, or by any three (3) other directors.
Section 8. Nominating Committee. A nominating committee appointed by
the President shall develop a slate of candidates, not to exceed ten
(10), willing to serve on the Board, if elected by the membership at the
annual meeting.
Section 9. Budget. The incoming Board of Directors, under the
leadership of the President-elect, shall develop a proposed budget of income
and expenses for the Booster Club for the coming year. This budget must
be presented to the membership for approval at the first regularly
scheduled meeting of the school year.
Section 10. Quorum. A majority of the total membership of the Board of
Directors serving shall be necessary to constitute a quorum for the
transaction of business, except to adjourn.
Section 11. Meetings by Telephone or Computer. Members of the Board of
Directors, or any committee designated by such board, may participate
in a meeting by means of conference telephone or similar communications
equipment, provided all persons participating in the meeting can hear
or communicate with one another. Such participation in a meeting shall
constitute presence in person at the meeting.
Section 12. Votes and Voting. All votes required of the Board of
Directors hereunder may be by voice vote or show of hands, unless a written
ballot is requested by any director. Each director shall have one vote.
Section 13. Responsibilities Held Jointly. The Board may, in its sole
discretion, permit officers, chairman, or other responsibilities to be
held jointly by two individuals. Such co- arrangements could permit the
sharing of work. However, if the office held by a co-head is
represented on the Board of Directors or any other committee, the incumbents
shall vote as though the office were held by a single individual. This
provision shall not have the effect of limiting an individual's right to
vote at any membership meeting. If the office of Treasurer is held by two
people related by family ties or marriage, and if the Board requires
two or more signatures to any bank draft, such co-Treasurers shall not be
permitted to both sign the draft.
Section 14. Fees and Compensation. Members of the Board of Directors
shall not receive any salary for their services. Nothing herein shall be
construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee, or otherwise, and
receiving compensation therefor.
Section 15. Operating Committees. The Board of Directors may establish
various Operating Committees to carry out the objectives of this
association. For each such committee, the Board shall define the committee's
purpose and parameters, to wit: The objectives for the committee; The
budget for the committee, to be reviewed and revised annually; Define if
the committee's purpose is to principally provide a service to the
association or the school, or to raise funds; and Any restrictions upon the
committee's operations.
Article IV
Officers
Section 1. Officers. The officers of the corporation shall be
president, vice-president, secretary, and treasurer and such other officers as
deemed necessary. Any number of offices may be held by the same person.
Section 2. Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 4
of this Article IV, shall be chosen annually by the Board of Directors,
and shall hold office until a successor is elected and qualified
Section 3. Compensation of Officers. All officers shall serve without
compensation.
Section 4. Vacancies and Resignation. A vacancy in any office because
of death, resignation, removal, disqualification, or any other cause
shall be filled in the manner prescribed in these Bylaws for regular
appointments to such office.
Section 5. Removal. Any officer may be removed at any time by a
majority of the Board of Directors at a regular or special meeting of the
board.
Section 6. President. The president shall be the chief executive
officer of the corporation and shall, subject to the control of the board of
directors, have general supervision, direction, and control of the
business and officers of the corporation. The president shall: 1) preside
at all meetings of the members and at all meetings of the Board of
Directors; 2) be ex officio a member of all standing committees; 3) have the
general powers and duties of management usually vested in the office of
president of a corporation; and 4) have such other powers and duties as
may be prescribed by the Board of Directors or these Bylaws.
Section 7. Vice-President. In the absence or disability of the
president, the vice-president or vice-presidents, if there be such an officer
or officers, shall perform all the duties of the president, and when so
acting shall have all the powers of, and be subject to all the
restrictions upon, the president. The vice-presidents shall have such other
powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or these Bylaws.
Section 8. Secretary. The secretary shall keep, or cause to be kept,
at the principal office or such other place as the Board of Directors
may order, a book of minutes of all meetings of directors and members,
with the time and place of holding, whether regular or special, and if
special, how called and authorized, and the proceedings thereof. The
secretary shall keep and safeguard a membership ledger, showing the names
of the members and their addresses, and date of membership and shall
have such other powers and perform such other duties as may be prescribed
by the Board of Directors or these Bylaws.
Section 9. Treasurer. The treasurer shall keep and maintain or cause
to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses,
capital, and surplus. The books of account shall at all reasonable times be
open to inspection by any member.
The treasurer shall: 1) Deposit all monies and other valuables in the
name and to the credit of the corporation with such depositories as may
be designated by the Board of Directors; 2) Disburse the funds of the
corporation as may be ordered by the Board of Directors; 3) Render to
the president and directors, whenever they request it, an account of all
transactions as treasurer and of the financial condition of the
corporation; 4) Have such other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws; and 5) be bonded,
if required by the Board of Directors.
Article V
Miscellaneous
Section 1. Dues. The dues required for initial membership and annually
or otherwise shall be as specified by written resolution of the Board
of Directors. All memberships run concurrent with the fiscal year of the
Booster Club and expire at the end of the fiscal year.
Section 2. Use of Roberts Rules of Order. The most current revision of
Roberts Rules of Order shall be used for the conduct of all members'
and directors' meetings except as otherwise provided hereunder or in the
Articles of Incorporation.
Section 3 Notices. Unless otherwise provided by these bylaws, notices
of all meetings shall be given in one of the following manners: 1)
Published in the newsletter at least 15 days prior to the meeting; 2) Some
other manner specified by the Board of Directors and promulgated in the
membership application; 3) Written notice mailed at least five (5) days
before the date of such meeting, postage prepaid, addressed to the
member or director at her address of record; 4) Written notice hand
delivered two (2) days prior to the meeting; 5) Electronic notice faxed or
emailed to the director or member two (2) days prior to the meeting to the
fax number or email address of record; 5) Waived by attendance or
written consent of at least 60% of directors and, for a members' meeting,
10% more members than, on average, attended the prior three members'
meetings.
Section 4. Annual Report. No annual report to members shall be
required, but the Board of Directors may cause reports to be sent to the
members in such form and at such times as they deem appropriate.
Section 5 Contracts, Deeds, Etc., How Executed. Except as otherwise
provided by these Bylaws, the Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so
authorized by the board, no officer, agent, or employee shall have any
power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose in any
amount.
Section 6. Gender. We recognize the English language has no
gender-neutral personal pronouns. Therefore, these bylaws should be construed as
gender-neutral. All references to either the male or female gender
should be construed to include the other.
Section 7. Fiscal Year. The Board of Directors shall fix the fiscal
year of the corporation. In the absence of action by the Board, the
corporation's fiscal year shall run from July 1 to June 30.
Article VI
Dissolution
Section 1. Upon Dissolution Upon the dissolution of this corporation,
the governing body shall, after paying or making provision for the
payment of all of the liabilities of the corporation, dispose of all of the
assets of the corporation exclusively for the purposes of the
corporation in such manner, or to such organization or organizations organized
and operated exclusively for charitable, educational, religious, or
scientific purposes as shall at the time qualify as an exempt organization
or organizations under 501(c)(3) of the Internal Revenue Code of 1986
(or the corresponding provision of any future United States Internal
Revenue law), as the governing board shall determine. Any such assets not
so disposed of shall be disposed of by the District Court of the county
in which the principal office of the corporation is then located,
exclusively for such purposes or to such organization or organizations, as
said court shall determine, which are organized and operated exclusively
for such purposes.
Article VII
Amendments
Section 1. Amendments. New Bylaws may be adopted or these Bylaws may
be amended or repealed by an affirmative vote of 60% of the membership
present in person or by proxy at any regular or special meeting at which
a quorum is present. Notice of any amendment of the Bylaws shall be
given to each member having voting rights within sixty (60) days after the
date of such amendment.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the duly elected and acting secretary of the Topeka High
Trojan Booster Club, Inc., a Kansas not-for-profit corporation; and
(2) That the foregoing Bylaws, comprising four (4) pages, constitute
the Bylaws of said corporation, as duly adopted at a regular meeting of
the membership duly held on the 25th day of February, 2002