Windsor High School Booster Club GO WIZARDS!
Windsor High School Booster Club Bylaws
ARTICLE I - Name and Offices
1. Name. The name of this nonprofit corporation is the Windsor High School Booster Club, (“Corporation”).
2. Principal Office. The principal office of the Corporation in the State of Colorado shall be located at 1100 West Main Street in Windsor, CO and a mailing address may be determined and used at the discretion of the Board of Directors. The Corporation may have such other offices, either within or outside the State of Colorado as the Board of Directors may designate or, as the business of the Corporation may require from time to time.
3. Registered Office. The registered office of the Corporation, required by the Colorado Revised Nonprofit Corporation Act, will be maintained in the State of Colorado, at 1100 West Main Street, Windsor, Colorado 80550. The registered office, registered agent and the address of the registered agent may be changed by the Board of Directors.
4. Applicable Law. The actions of the Corporation shall be governed by the Colorado Revised Nonprofit Corporation Act (the “Act”).
ARTICLE II - Purpose
1. Purpose. The Corporation may carry on any lawful business activities which may be carried on by a Colorado nonprofit corporation. The Corporation was formed for the primary purpose of supporting educational and charitable purposes. Specifically, the purpose of the Corporation is to support the quality of the student programs in the Weld Re-4 School District through fundraising, coordination of volunteers and leadership of parents and students. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE III - Membership
1. Members. Membership in the corporation shall consist of one class and shall
be open. Any business entity or group consisting of more than one individual shall be considered as one member. Members shall be admitted to membership in the corporation at such time as an application for membership is accepted by the board of directors and the membership fee, if any, as may be established by the board of directors, is paid.
2. Voting. Unless otherwise provided by these Bylaws or the Articles of Incorporation, each member entitled to vote shall be entitled to one vote upon each matter submitted by the Board to a vote at a meeting of members. A simple majority of the members present at such meeting shall be considered an affirmative vote.
3. Annual Meeting. The annual meeting of the members shall be held without other notice than this by
law on the third Wednesday of April of each year or as soon thereafter as reasonably practicable on a date designated by the Board of Directors. The purpose of the annual meeting shall be the electing of directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be convenient.
ARTICLE IV – Board of Directors
The business and affairs of the Corporation shall be managed by the Corporation’s Board of Directors (“the Board”).
1. Performance of Duties. Members of the Board shall perform their duties, including duties as a member of any committee of the Board, in good faith, in a manner reasonably believed to be in the best interests of the Corporation, and with such judgment as an ordinarily prudent person in a like position would use under similar circumstance. In performing such duties, a director shall be entitled to rely on information, opinions, reports, or statements including financial statements and other financial data, in each case prepared or presented by advisors to the Board unless the Director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. No Director who prudently performs such duties shall have any liability to the Corporation or the Trust by reason of being or having been a Director of the Corporation.
2. Number, Tenure and Election. The Board shall consist of five (5) Directors. The number of directors may be increased or decreased by a vote of two-thirds (2/3) the members of the Board, but the number of Directors shall be not more than nine nor less than three. Members of the Board hold office for a period of two years or until a new officer can be elected. The Director positions up for election in any given year shall be elected by a majority of the membership present at the annual meeting in April.
3. Annual, Regular Meetings. An annual meeting of the Board of Directors shall be held without other notice than this by-law on the third Wednesday of April of each year or as soon thereafter as reasonably practicable on a date designated by the Board of Directors. The Board of Directors may establish the time and place for additional regular meetings and such meetings may be held without further notice of the date, time, place or purpose of the meeting. Regular meetings will be advertised through reasonably means accessible to the public.
4. Special Meetings. Special meetings of the Board of Directors may be called by any member of the Board on two days notice to each director, given personally or by email, mail, or telephone, which notice shall state the time and place and may (but shall not be required to) the purpose of the meeting. Any action taken by the Board at special meetings will be reported to the membership through email or other means accessible to the members.
5. Notice, Waiver. Before or at any meeting of the Board of Directors any director, in writing, may waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board shall be a waiver of notice thereof unless the Director takes those steps required by the Act to insure that no waiver has occurred. If all the directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. To the extent permitted by law, any lawful action of the Board may be taken without a meeting if written consent to such action is signed by all the members of the Board.
6. Quorum. A quorum shall consist of a majority of the Directors, but if less than such number is present at a meeting, the Directors present may adjourn the meeting without further notice and the meeting, by definition, is not brought to order.
7. Manner of Acting. 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.
8. Vacancies. Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
9. Compensation. No member of the Board shall be paid any compensation for his services as a Director. Any or all Directors may be granted a free or reduced cost sponsorship in exchange for their work at the discretion of the Board of Directors.
10. Removal of Members of the Board. Any Director may be removed by a majority vote of the remaining Directors for failure to act in the best interests of the Corporation.
11. Committees. By vote of a majority of the members of the Board, the Board may appoint such committees as deemed necessary to carry on the business of the Corporation. No committee shall have the authority to act on behalf of the Corporation and all its actions are subject to review and action by the Board.
12. Proxy Voting. At any regular or special meeting a Director may vote by proxy by emailing their vote to the Secretary of the Board within 24 hours of the adjournment of the meeting.
13. Director Duties.
A. Executive Director. The Executive Director shall be the principal executive officer of the Corporation and shall, in general, supervise and control all the business and affairs of the Corporation. He shall, when present, preside at all meetings of the members and the Board. He may sign, with the secretary or any other proper officer of the Corporation, any instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these by-laws to some other officer of the Corporation or shall be required by law to otherwise be signed or executed; and in general shall perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Board.
B. Director of Accounting Services. The Director of Accounting Services will have charge and custody of all funds of this Corporation, and will deposit the funds of the Corporation in to the appropriate designated accounts, will keep and maintain adequate and correct records of the Corporation’s business transactions, and render reports and accountings to the Board and necessary governmental entitites. The Director of Accounting Services will in general perform all duties incident to the office and such other duties as from time to time may be assigned to him by the Executive Director or by the Board. The Director of Accounting Services will make all records of the Corporation available upon reasonable request at reasonable hours for examination by any member of the Windsor High School Booster Club.
C. Director of Communications. The Director of Communications will keep the minutes of all meetings of the Membership and of the Board of Directors, be the custodian of the corporate records, give all notices as required by law or these Bylaws, and in general perform all duties incident to the office of Director of Communications as well as any other duties as from time to time may be assigned to him by the Executive Director or by the Board. The Director of Communications will make all minutes of the Corporation and other records available upon reasonable request at reasonable hours for examination by any of member of the Windsor High School Booster Club.
D. Other Directors. All other Director positions on the Board shall be determined as needed by the Executive Director with corresponding assigned duties or shall be considered At Large Director positions with their duties to be assigned by the Executive Director or by the Board.
ARTICLE V - Indemnification of Directors
To the full extent allowed by law, the Corporation shall indemnify every Director against all loss, costs and expenses, including counsel fees, reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Director of the Corporation, except as to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlements as to which the Corporation is advised by counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of his duty as such Director in relation to the matter involved. The foregoing rights shall not be exclusive of other rights to which such Director may be entitled. All liability, loss, damage, costs and expenses incurred or suffered by the Corporation by reason or arising out of or in connection with the foregoing indemnification provision shall be treated and handled by the Corporation as a common expense.
ARTICLE VI - Contracts, Loans, Checks and Deposits
1. Contracts. The Board may 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.
2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence 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.
3. Checks, Drafts, Etc. 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 such Director or Directors of the Board of the Corporation.
4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to credit of the Corporation in such banks, trust companies, credit union or other depositories as the Board may select.
ARTICLE VII - Dissolution
A 2/3 vote of the Board shall be required to sell or mortgage assets of the Corporation not in the regular course of business or to dissolve the Corporation. Upon dissolution of the Corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to Windsor High School or another 501(c)(3) charitable organization with similar purpose. No part of the net assets or net earnings of the corporation shall inure to the benefit of or be paid or distributed to a Director or any other individual.
ARTICLE VIII - Amendments
These by-laws may be altered, amended, or replaced and new by-laws may be adopted by the Board at any regular or special meeting of the Board, provided, however, that such action shall be approved by a two-thirds (2/3) vote of the Directors.
CERTIFICATION OF ADOPTION
This certifies that these bylaws were duly adopted by the Board of the Corporation on July 10th, 2013.