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