BAND
BOOSTERS
BYLAWS OF THE
JDJ HIGH SCHOOL
BAND BOOSTERS
Section
1 BYLAWS
ARTICLE 1
PURPOSE
SECTION
1.OBJECTIVES AND PURPOSES
The
JDJ High School Band Boosters is a Nonprofit Public Benefit Corporation
organized and
operating
in accordance with Section 5000 of the Alabama Corporations Code and Section
501(c)(3)of
the Internal Revenue Code.To better reflect the functions of the Corporation,
the
Corporation
may also do business as the Poway High School Music Boosters.
The
purpose of the JDJ High School Band Boosters (JDJBB)is to promote and encourage
instrumental
music and support the associated activities related to the success of the JDJ
High
School
(JDJHS) Instrumental Music Program
All
JDJBB meetings will be conducted in accordance with Robert’s Rules of Order.
ARTICLE 2
MEMBERS
SECTION
1.CLASSES OF MEMBERS
The
Corporation shall have two classes of members, Regular and Ex Officio. Regular
Members
are
those who meet the qualifications as identified in Section 2 below. Ex-Officio
members are
the
JDJ High School Instrumental Music Director and Assistant Music Director, the
Principal
of JDJHS, a representative from the JDJHS administration as selected by the
Principal of
JDJHS
and the Student President of the band.
SECTION
2.ELIGIBILITY
Any
individual (eighteen years of age or older) or organization is qualified for
membership so
long
as they meet the following qualifications:
A. Willing to actively support the aims and
aspirations of the Corporation
B. Willing to assist the Music Director to
promote and encourage the education (musical
and academic)of the students enrolled in the PHS
Instrumental Music Program and all
activities associated with that program
C. Have paid the current annual dues. BYLAWS OF THE JDJ
HIGH SCHOOL BAND BOOSTERS
SECTION
3.DUES
Annual
dues payable to the Corporation by members shall be in such amounts as
determined by
the
Board of Directors.Membership shall be for a term of one year commencing on
July 1 and
ending
on June 30.
SECTION
4.MEMBERSHIP ROLES
The
Corporation shall keep, in written form, a Membership Roster containing the
name and
address
of each member. The Membership Roster
shall be maintained and retained by the
Secretary. The Membership Roster shall be used
exclusively for official purposes of the Corporation.
ARTICLE 3
COMPENSATION/CONFLICT
OF INTEREST
A
member, officer, or director of the Corporation shall not, because of such
membership or office
held,
be jointly, individually or severally liable for the debts, obligations or
liabilities of the
Corporation.
Members,
officers, and directors shall receive no compensation for their services. Members,
Officers,
or directors shall excuse himself or herself from any vote upon which that
person has a
financial
or other conflict of interest. The
foregoing, however, shall not affect the right of any
member
of the Corporation to make donations to the Corporation.
ARTICLE 4
MEETINGS
SECTION
1.GENERAL MEMBERSHIP MEETINGS
General
membership meetings will normally be held each month (except July)in the PHS
Instrumental
Music Room at a day and time designated by the President.This will be conveyed
to
the membership by notice published in the Corporation ’s newsletter,The Brigade
Banner,by
telephone,and/or
public media.
SECTION
2.ANNUAL MEETING OF THE CORPORATION
The
Annual Meeting of the Corporation shall be held in conjunction with the March
General
Membership
Meeting. This Annual Meeting will
include election of Officers and Directors for
the
following year along with other business as appropriate.
SECTION
3.SPECIAL MEETINGS
With
appropriate notice, the President or Board of Directors may call special
meetings of the
membership
as necessary.
SECTION
4.VOTING
Each
Regular Member of the Corporation shall be entitled to one (1)vote.Memberships
in which
two
or more persons have an indivisible interest shall be voted as one vote by any
one named
person
on the Membership Roster. No voting by
proxy shall be permitted. Signed
absentee
ballots
are permitted.
ARTICLE 5
OFFICERS
SECTION
1.NUMBER OF OFFICERS
The
Corporation shall have three categories of officers —the elected officers, the
non-elected,
administrative
officers (who are responsible for the operation of the seven designated major
functions
of the Corporation) and appointed officers/chairmen (who are responsible for other
functions
as designated by the President).
SECTION
2.QUALIFICATIONS
Officers
shall be residing in the State of California, Regular Members of the
Corporation, and
parents
or guardians of a student currently enrolled in the PHS Instrumental Music
Program.
SECTION
3.ELECTED OFFICERS
The
five elected officers are the President, Executive Vice President, First Vice
President-Ways
and
Means, Secretary and the Treasurer. No
person may hold more than one of these offices at
one
time.
By
majority vote of the Board of Directors, the offices of First Vice President,
Secretary and the
Treasurer
may be held jointly by two coequal individuals. This does not apply to the offices of
President
or Executive Vice President.
NOMINATION. The President shall appoint a Nominating
Committee at least sixty (60) days
prior
to the election to select candidates for the five elected offices and three
Directors (See
Article
7 Section 1). The Nominating Committee
will consist of five Regular Members and be
chaired
by the Executive Vice President. A
majority of the Nominating Committee must be
Regular
Members who are not running for election or reelection as an officer of the
corporation.
Upon
nomination of a candidate(s)for the position of President, the Committee shall
adjourn and
seek
the advice and counsel of that nominee(s) prior to reconvening to select the
remaining
nominees. The list of nominees shall be presented to
the Board of Directors for endorsement or
amendment
at the February Board meeting. The list
of candidates shall be presented at the
February
general membership meeting at which time nominations from the floor will be
entertained. In order to make the list of nominees
available to the full membership, nominations
will
be closed upon the adjournment of that meeting. Written ballots with the names of nominees
shall
be mailed to the membership within two weeks of the March General Membership
Meeting.
ELECTION
AND TERM OF OFFICE.
The elected officers shall be elected at the Annual
Meeting
of the Corporation. The candidate
receiving the highest number of votes, from those
members
present or voting by absentee ballot, for each office shall be elected and
shall hold office
for
one (1)year from July 1 to June 30.
Voting by proxy is not allowed.
The President shall be
eligible
for no more than two terms in that position.
Recognizing the need for both continuity and
diversity,
other elected officers will normally not serve more than two consecutive terms
in the
same
office.
ELECTION
INSPECTORS. Prior
to the election, the President will appoint three (3) Election
Inspectors. The Election Inspectors may be any Regular
Member other than a candidate for office
in
the election. If any of the Election
Inspectors is not available during the election, the President
shall
appoint a substitute Election Inspector to fill that vacancy.
The
duties of the Election Inspectors shall be:
Receive the votes/ballots
Count and tabulate all votes
Determine the result and
Advise the President,prior to
adjournment,of the election result
.
VACANCY. By majority vote, the Board of Directors
shall fill a vacancy in any elected office
for
the remainder of the term. Any elected
officer of the Corporation may be removed by a two-
thirds
vote of the Board of Directors. Recall
of any elected officer or Director may be initiated by
any
Regular Member. A petition signed by
20% of the regular members will constitute cause for
such
recall election. Notice to the entire
membership must be given at least 30 days prior to the
General
Membership meeting at which it will be voted on. Removal must be by two-thirds votes
of
members present and eligible to vote.
SECTION
4.APPOINTED OFFICERS
Following
the election, the President-Elect shall select and appoint non-elected,
administrative
officers
for each of the six major functions of the Corporation from the Regular
membership of
the
corporation. These include:
Recycling, Chaperones, Equipment, Uniforms,
Activities, Guard Liaison
The
list of non-elected, administrative officers shall normally be presented to the
membership for
individual
ratification not later than the May General Membership Meeting. The term of office
for
these officers shall be one (1) year from July 1 to June 30. Recognizing the need for both
continuity
and diversity, non-elected administrative officers will normally not serve more
than
two
consecutive terms in the same office.
These
non-elected administrative officers, with the title of Vice President, shall be
responsible for
the
operation of their specific functions.
Along with the five elected officers, they will constitute
the
Corporation ’s Administrative Board (Article 8).
VACANCIES. The President shall fill any vacancies that
occur in the non-elected administrative
officers
to complete the one year term. Any
non-elected administrative officer, who is not a
member
of the Board of Directors, may be removed by the President, endorsed by a
majority
vote
of the Board of Directors.
SECTION
5.OTHER APPOINTED OFFICERS
The
President shall appoint additional officers and chairpersons to other
positions, as he/she
deems
necessary. The President shall
determine the term of these officers/chairpersons.
ARTICLE
6
OFFICERS
RESPONSIBILITIES
SECTION
1.DUTIES OF THE PRESIDENT
The
President shall be the Chief Executive Officer of the Corporation and Chairman
of the Board
of
Directors. He/she is responsible for
conducting the affairs of the Corporation in a manner
consistent
with these Bylaws and the policies/directives of the Board of Directors and
ensuring
that
all required reports/records are developed, maintained, and submitted. He/she shall preside at
all
meetings of the Board of Directors and general membership, shall appoint all
non-elected
officers
and committees as necessary and shall serve as an ex-officio member of all
committees.
He/she
shall sign all contractual documents entered into by the corporation and be an
authorized
signer
on the Corporation's financial accounts.
He/she shall have such other duties as may be
prescribed
by the Board or in these Bylaws.
SECTION
2.DUTIES OF THE EXECUTIVE VICE PRESIDENT
The
Executive Vice President will assist the President in supervising the operation
of the
Corporation. He/she will serve as Vice Chairman of the
Board of Directors. He/she will chair
the
Nominating
Committee, be responsible for collection of student annual fees prescribed by
the
Board
and act as Parliamentarian to ensure that meetings are conducted in accordance
with
Robert’s
Rules of Order. The Executive Vice
President shall be an authorized signer on the
Corporation's
financial accounts. In the absence of
the President, the Executive Vice President
shall
preside over meetings of the Board of Directors and general membership. In the event that
the
President shall be unable to serve, the Executive Vice President shall assume
the office of the
Presidency
for the remainder of the elected term.
The Executive Vice President shall have such
additional
powers and duties as assigned by the President
SECTION
3.DUTIES OF THE FIRST VICE PRESIDENT-WAYS AND MEANS
The
First Vice President shall have the primary responsibility for all fund raising
activities except
recycling. The First Vice President will coordinate
with the Treasurer to confirm fund raising
requirements
relative to normal expenditures. The
First Vice President shall have such additional
powers
and duties as assigned by the President.
SECTION
4.DUTIES OF THE TREASURER
The
Treasurer shall receive, safeguard, disburse and account for all funds of the
Corporation.
He/she
will deposit/invest them in such banks, other depositories or investments as
may be
designated
by the Board. The Treasurer shall pay
all bona fide debts/obligations as they become
due.
Any disbursement exceeding $500.00 shall require the signatures of two
authorized
individuals. The Treasurer shall ensure that such
accounting and tax forms as may be required by
local,
state, and federal law are prepared and submitted. The Treasurer shall make regular reports
to
the Board of Directors on the financial status of the Corporation ’s annual
budget. The
Treasurer
shall exhibit at all reasonable times the books of account and financial
records to any
Board
Member of the Corporation, or to his or her agents or attorney, upon request.
The
Treasurer is responsible for the development and presentation of the Corporation
’s annual
budget. The budget development will be started in
mid-March, will be coordinated with the
President
and will be presented to the Board of Directors in June for endorsement or
amendment.
This
timing allows participation of both the current and incoming officers in the
budget process.
The
Treasurer shall have such additional powers and duties as assigned by the
President.
SECTION
4.DUTIES OF THE SECRETARY
The
Secretary shall keep accurate written records in the form of Minutes of all
regular and special
meetings
of the membership and Board of Directors as well as the record of Resolutions
(Article
9) .The Secretary shall maintain the official
Membership Roster as addressed in Article 2,
Section
4 and the Operations Manual as addressed below. The Secretary shall be responsible for
maintaining
an accurate inventory of all property, equipment and props belonging to the
Corporation
as well as a listing of the administrative officer responsible for each item as
designated
by the President. The Secretary shall
have such additional powers and duties as
assigned
by the President. The Secretary shall
be responsible for records retention as outlined in
Article
9.
SECTION
5.DUTIES OF THE APPOINTED OFFICERS
The
duties of all appointed officers and committee chairmen will be as directed by
the President
and
will be documented in the Corporation Operation Manual which will be maintained
by the
Secretary.
ARTICLE 7
BOARD
OF DIRECTORS
SECTION
1.NUMBER OF DIRECTORS
The
Board of Directors (Board) shall consist of a minimum of eight and a maximum of
nine
Directors/Board
Members. The five elected officers
shall serve as Directors along with three non-
executive
Directors and possibly an additional non-executive Director as described in
Section 3
below. The non-executive Directors will also be
elected for one-year terms. The
President of the
Corporation
will serve as Chairman of the Board of Directors
SECTION
2.QUALIFICATIONS
Directors
shall be residing in the State of Alabama, Regular Members of the Corporation,
and
parents
or guardians of a student currently enrolled in the JDJHS Instrumental Music
Program.
SECTION
3.ELECTION AND TERM OF OFFICE
The
five elected officers shall serve as Directors by virtue of their elected
office. The three non-
executive
Directors shall be nominated and elected at the Annual Meeting of the
Corporation
under
the same procedures as the elected officers except that the three candidates
receiving the
highest
number of votes for Director will be elected.
Cumulative voting is not allowed.
If none
of
the elected positions on the Board of Directors is held by a non-executive
administrative
officer,
a ninth seat shall be held by a fourth non-executive Director elected directly
by the
majority
vote of the non-executive administrative officers during the first meeting of
the
Administrative
Board.Recognizing the need for both continuity and diversity, Directors will
serve
no more than two consecutive terms.
SECTION
4.DUTIES AND POWERS
The
Board of Directors of the Corporation shall be responsible for establishing the
policy
direction
of the Corporation. The application and
execution of these policies shall be the
responsibility
of the officers of the Corporation. The
Board of Directors shall have sole
responsibility
for authorizing the contractual obligations which will be signed by the
President.
Except
as otherwise provided in these Bylaws, every act or decision done or made by a
majority
present
at a meeting of the Board of Directors duly held at which a quorum is present
is an act of
the
Board. The Directors present at a duly
called meeting, at which a quorum is present, may
continue
to transact business after the withdrawal of enough Directors to leave less
than a
quorum. Any action taken, other than adjournment,
must nevertheless be approved by at least a
majority
of the Directors required to constitute a quorum but in no event less than
three (3)
Directors.
SECTION
5.MEETINGS
Regular
meetings of the Board of Directors shall normally be held each quarter in the
PHS
Instrumental
Music Room at a day and time designated by the Chairman. Special meetings of the
Board
of Directors may be called by the Chairman, the Vice Chairman, or by any three
Directors.
The
date and time for each regular meeting of the Board will be established at the
preceding
meeting. Special meetings or rescheduled regular
meetings of the Board shall be held with a
minimum
of two days notice in writing or by telephone.
SECTION
6.CONDUCT OF MEETINGS
The
Chairman, Vice Chairman or in their absence a temporarily selected presiding
officer shall
preside
at meetings of the Board. The Secretary of the Corporation or, in the
Secretary’s absence,
any
person designated by the presiding officer shall act as Secretary of the
Board. Directors may
participate
in a meeting through use of conference telephone or similar communications
equipment. Such participation shall constitute personal
presence at the meeting.
A
majority of the Directors present, whether or not a quorum is present, may
adjourn any meeting
to
another time and place. If the meeting
is adjourned for more than twenty-four (24) hours,
notice
of the adjournment to another time or place must be given (prior to the time of
the
adjournment
meeting) to the Directors who were not present at the time of the adjournment.
SECTION
7.QUORUM FOR MEETING
A
quorum for any meeting of the Board of Directors shall be no less than one-half
of the currently
serving
Directors, of which at least two (2) must be elected officers.
SECTION
8.VOTING
Each
Board Member shall be entitled to one (1) vote. In accordance with Article 4, Section 4 and
Article
5, Section 3, where any of the elected offices are jointly held, these office
holders will be
Co-Members
and the office, itself shall be entitled to one (1) vote. No voting by proxy shall be
permitted.
SECTION
9.VACANCIES
Vacancies
on the Board of Directors shall be filled, for the remainder of the term, by
majority
approval
of the remaining Directors or, if the number of Directors then in office is
less than a
quorum
by:
(1) the unanimous consent of the Directors then
in office,
(2) a sole remaining Board Member.
A
Board Member may be removed by a two-thirds majority of the Directors then in
office. When
an
elected or appointed officer is removed from the Board of Directors, he/she is
also
simultaneously
removed from the corresponding elected or appointed office.
Recall
of any elected officer or director may be initiated by any regular member. A petition
signed
by 20% of the regular members will constitute cause for such recall election. Notice to the
entire
membership must be given at least 30 days prior to the General Membership
meeting at
which
it will be voted on. Removal must be by
two-thirds votes of members present and eligible
to
vote.
ARTICLE 8
ADMINISTRATIVE
BOARD
SECTION
1.MEMBERSHIP
The
Administrative Board shall consist of 12 members. The five elected officers shall serve
along
with the seven (7)appointed non-elected administrative officers (Article
5,Section 4). All
members
of the Administrative Board will serve one-year terms. The President of the
Corporation
will serve as the Chairman of the Administrative Board. The Executive Vice
President
shall be the Vice Chairman of the Administrative Board.
SECTION
2.DUTIES
The
Administrative Board shall be responsible for the coordination of the various
functional
areas
(Article 4,Section 4) in carrying out the objectives of the Corporation and
policies of the
Board
of Directors
SECTION
3.MEETINGS
Regular
meetings of the Administrative Board shall normally be held each month in the
JDJHS
Instrumental
Music Room at a day and time designated by the Chairman. The Chairman, Vice
Chairman
or any four Administrative Board members may call special meetings of the
Administrative
Board. Unless stated otherwise herein,
the procedural provisions of Article 7 will
apply
to meetings of the Administration Board.
SECTION
4.QUORUM FOR MEETING
A
quorum for any meeting of the Administrative Board shall be no less than six
(6) members of
the
Administrative Board, of which at least two (2) must be elected officers.
ARTICLE 9
CORPORATE
RECORDS
The
Corporation shall keep adequate and current records of accounts and minutes of
the
proceedings
of the meetings of its membership and Board of Directors. This will include a dated
and
serialized record of all Policy Resolutions approved by the Board of
Directors. The
Corporation
Secretary shall keep the minutes in written form or in any other form capable
of
being
converted into written form. The
Corporation Secretary shall retain original copies of all
contractual
documents while maintaining the Record of Resolutions and significant official
correspondence. The Corporation Treasurer shall keep records
of all external accounts.
The
President shall annually appoint a committee of at least two (2) Regular
Members, other than
the
Treasurer, for the purpose of reviewing the financial records through the end
of the calendar
year. They will present their report to the Board
of Directors no later than the March meeting.
ARTICLE 10
BUDGET/FUND
RAISING
Following
the Annual meeting, the President shall convene a Budget Committee consisting
of
the
incumbent and incoming elected officers as well as non-elected administrative
officers. The
next
year's Budget Document will be presented to the incumbent Board of Directors at
its June
meeting
for approval or amendment. The various
fund raising activities of the Corporation shall
be
allocated to one of the following three categories:
1.Income splitting between the General Purpose
Account and Student Accounts
2.Designated Purpose Account
3.General Purpose Account
The
Administrative Board, after consultation with the Music Director, shall
determine the
allocation
for each fund raising proposal. This
action will be announced at the next general
membership
meeting. The Administrative Board’s
allocation shall be binding unless overturned
by
a two-thirds majority of the Regular Members in attendance.
ARTICLE 11
FISCAL
YEAR
SECTION
1.FISCAL YEAR OF THE CORPORATION
The
fiscal year of the Corporation shall begin on July 1 and end June 30 of each
year.
ARTICLE 12
REVISION/AMENDMENT
OF BYLAWS
SECTION
1.REVIEW
The
President shall appoint a committee of no less than three Regular Members to
review these
Bylaws
at the beginning of each calendar year.
The committee shall provide a report within 60
days
with its recommendation as to whether or not the Bylaws should be either
revised or
amended. Should the Board determine that a revision
or amendment is required, the President
shall
appoint a Committee of no less than five (5) Regular Members to draft a
revision or
amendment
with the intent to submit it to the Board within 60 days for endorsement or
adjustment. It will then be submitted to the general
membership for approval as outlined below.
SECTION
2.REVISION/AMENDMENT
These
Bylaws may be revised or amended at any regular general membership meeting by
approval
of a two-thirds majority of the Regular Members present, provided that the
revision or
amendment
has been submitted in writing at the previous regular meeting.