Freedom Theatre Boosters Bylaws (11/2014) Article I: Name The name of this organization is the Freedom Theatre Boosters, hereinafter referred to as the “Boosters”. Article II: Purpose The purpose of the Boosters is to support the Freedom High School ninth through twelfth grade Theatre Arts Program by: 1. Providing assistance to the Theatre Arts Director. This support shall be subject to the approval of the Theatre Arts Director responsible for the administration of the Freedom Theatre Boosters program. 2. Raising funds to be used for purchases to help provide a quality Theatre Arts Program. 3. Promoting interest and participation in the program among the students, parents and faculty, and community-at-large. Article III: Policies Article III: Policies Section 1 The Boosters shall: 1. Promote the involvement of parents in Theatre Arts activities; 2. Provide the opportunity to raise supplemental funds for needs of the Theatre Arts Program that are not budgeted or paid for by the school or school district; 3. Cooperate with the Freedom High School administrators and instructors to promote the Theatre Arts Program. 4. Be nonprofit, noncommercial, nonsectarian, and nonpartisan; 1 of 11 5. Have no authority to direct the Theatre Arts Director in any of his/her duties. Article III: Policies Section 2 No individual is authorized to obligate the Boosters in any manner, financially, or otherwise, without the prior approval of the Executive Committee. Article III: Policies Section 3 The raising of funds will be through voluntary contributions and projects developed by the Boosters. Article III: Policies Section 4 Purchases for the Theatre Program by the Boosters will be donated to the Freedom High School Theatre Program. Article III: Policies Section 5 All fundraising projects that are developed and initiated will benefit the Theatre Arts Program and be used in a way determined by the Boosters with the advice and consent of the Freedom High School Theatre Arts Director. Article IV: Membership and Dues Article IV: Membership and Dues Section 1: Qualifications 1. The membership year shall commence on July 1 and expire on the following September 30th . New members may join the Boosters at any time. Membership in the Boosters is nontransferable and non-assignable. Active membership is extended to all parents/guardians of students residing in the Freedom High School community. 2. Membership is voluntary. 3. Active adult members shall have voting privileges with the Boosters. This privilege may be exercised when physically in attendance of club meetings. 2 of 11 Article IV: Membership and Dues Section 2: Dues Dues and Assessments: The Executive Committee, at its discretion, may levy dues and assessments on the members of the Boosters. Dues will not be prorated for periods short of the full year. Article V: Meetings 1. Regular meetings of the membership will be held monthly on a date determined by the Theatre Arts Director and Board at 7:00 PM in the Black Box at Freedom High School. Any necessary changes in the meeting time or place shall be as designated by Resolution of the Executive Committee and be will be announced at the previous regularly scheduled meeting, posted on the website and sent to the last known valid e-mail or similar address of each member of record. 2. Special meetings: A special meeting of the Boosters may be called by the President, any two Executive Committee members requesting such meeting. By giving five days notice by e-mail, by similar manner calculated to reach the recipient, or by written notice, sent to the last known valid e-mail or similar address of each member of record stating the purpose of the meeting. 3. Quorum: A quorum shall be defined as members present at a meeting, but not less than a majority of the voting members of the Executive Committee. 4. The meetings will be governed by Robert’s Rules of Order. Article VI: Officers and Their Election Article VI: Officers and Their Election Section 1 Each officer of the Freedom Theatre Boosters, shall be an active member of this Boosters. Article VI: Officers and Their Election Section 2 The officers of this Boosters shall consist of: 1. One (1) President 2. Two (2) Vice- Presidents 3. One (1) Secretary 3 of 11 4. One (1) Treasurer 5. One (1) Student Article VI: Officers and Their Election Section 3 General Powers: The business and affairs of the Boosters shall be managed by the Executive Committee at any regular or special meeting. The Executive Committee shall comprise the officers of the Board and the Freedom High Theatre Arts Director. The Executive Committee shall have in addition to such powers as are hereinafter expressly conferred upon it, all of the powers of the Boosters except such as are by law, the Articles of Incorporation of these bylaws conferred upon or reserved to the members Article VI: Officers and Their Election Section 4 Plan of Work: The Executive Committee shall prepare and submit to the membership, by the first meeting of the school year, a Plan of Work for the coming year. Article VI: Officers and Their Election Section 5 Budget: The Executive Committee shall prepare and submit the budget to the membership for approval at the first meeting of the school year. Article VI: Officers and Their Election Section 6 Compensation: The Executive Committee members shall not receive any salary or payment for their services to the Boosters. Article VI: Officers and Their Election Section 7 Nomination for Executive Committee Membership: A nominating committee shall be appointed by the Executive Committee at the February general meeting. The nominating committee will present candidates for all Executive Committee positions at the March general meeting. Nominations can be made from the floor at the general meeting, providing, that the nominee is a member in good standing, is present, and consents to the nomination. 4 of 11 Article VI: Officers and Their Election Section 8 Elections: The Executive Committee members shall be elected by ballot at the April general meeting. However, if there is but one nominee for any position, the election for that position may be made by voice vote. a. A majority vote of the members present shall constitute an election. b. No individual shall hold more than one office concurrently. Article VI: Officers and Their Election Section 9 Vacancies: a. A vacancy occurring in any Executive Committee position shall be filled for the unexpired term by a person elected by majority vote of the remaining members of the Executive Committee. Vacancies shall be filled within two months. b. In case of a vacancy occurring in the office of President, one of the Vice-Presidents shall be elected by majority vote of the remaining members of the Executive Committee to serve temporarily until such time as a new election is held. The new election shall be held within two months. c. Any Board member who is absent for two (2) consecutive meetings without notifying the President prior to the meetings, shall be replaced. Such absence shall vacate the office and the vacancy shall be filled as soon as possible by the Executive Committee. Article VI: Officers and Their Election Section 10 Removal of Officers and Agents by Executive Committee: Any officer or agent elected or appointed by the Executive Committee may be removed by the Executive Committee whenever in its judgment the best interests of the Association will be served thereby. Only members of the Freedom Theatre Boosters for the current fiscal year shall be eligible to hold office, to serve on the Executive Committee, the executive board, a standing or special committee or to serve as a delegate to the council or district. 5 of 11 Article VI: Officers and Their Election Section 11 Term Limits: No member may hold the same position on the Executive Committee for more than two (2) consecutive years. Article VII: Duties of Officers Article VII: Duties of Officers Section 1 The President shall: a. Preside at all meetings of the Boosters; b. Perform such other duties as may be prescribed in these bylaws or assigned by the Boosters; c. Be a member ex officio of all committees except the nominating committee; d. Coordinate the work of the officers and committees of the association in order that the purposes may be promoted. Article VII: Duties of Officers Section 2 The Vice Presidents shall: a. Act as aides to the President b. In their designated order, perform the duties of the president in the absence or inability of that officer to act; c. The First Vice President shall serve as chair of Food Committee for the final three rehearsals of each play. The Second Vice President shall serve as the chair of the Bylaws Committee. d. Perform other delegated duties as assigned. Article VII: Duties of Officers Section 3 The Secretary shall: a. Record the minutes of all meetings of the Boosters; b. Keep the official copy of the local unit’s bylaws in his/her files; 6 of 11 c. Maintain membership list. d. Perform other delegated duties as assigned. Article VII: Duties of Officers Section 4 The Treasurer shall: a. Have custody of all the funds of the Boosters; b. Keep a full and accurate account of receipts and expenditures in accordance with the budget adopted the Boosters; c. Make disbursements as authorized by the president, executive board or Boosters in accordance with the budget adopted by the boosters; d. Have checks and vouchers signed by one officer, preferably the Treasurer or the President. e. Present a written financial statement at every meeting of the Boosters and at other times when requested by the Executive Board; f. Prepare an annual financial report at the close of the fiscal year. g. The financial records shall be audited during the last two weeks of the fiscal year by an auditor or audit committee selected by the Executive Committee. Article VII: Duties of Officers Section 5 The student officer shall perform activities, as determined by the Theatre Director(s). “Theatre student,” defined as a student who is either (i) enrolled in a theatre class or (ii) is otherwise actively involved in extra curricular theatre. Article VIII: Finances Article VIII: Finances Section 1 The Boosters’ fiscal year shall be July 1 – June 30. 7 of 11 Article VIII: Finances Section 2 The membership dues for the forthcoming membership year shall be set at the last regular meeting of the Booster’s fiscal year. The amount so set shall be payable in the lump sum, and shall not be prorated over any part of the fiscal year. Article VIII: Finances Section 3 Any member, who fails to pay his/her dues shall thereupon forfeit all rights and privileges of membership. Any member who has been dropped for non-payment of dues may be reinstated upon re-application for membership and the payment of annual dues for the current year. Article VIII: Finances Section 4 All funds for the Boosters shall be deposited only in National Banks, State Banks, of Federal Savings and Loan Associations or Trust Companies operating in an institution the deposits of which are insured by the FDIC. Article VIII: Finances Section 5 No loans shall be contracted on behalf of the Booster, and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Executive Board. Such authority may be general or confined to special instances. Article VIII: Finances Section 6 All checks, drafts or other orders of the payment of money notes, or other evidences of indebtedness issued in the name of the Boosters, shall be signed by one officer of the Boosters, and in such a manner, as shall from time to time be determined by resolution of the Executive Council. Article IX: Relationship with the School Article IX: Relationship with the School Section 1 The Boosters will in good faith seek the counsel and advice of the school administration, but will not be bound or controlled by the school. The Boosters will act in the best interest of the students of Freedom High School, as solely determined by the Boosters, after consultation with the school administration. 8 of 11 Article X: Liability of Officers Article X: Liability of Officers Section 1 No action may be brought by any Boosters member or officer against any other Boosters members or officers, for breach of any judiciary duty or other duty which might be created by the By-Laws or by officers or duties accepted to be performed by such members or officers. However, nothing set forth herein is intended to limit the Boosters rights and remedies with respect to the willful, wanton, or reckless acts or omissions of an officer or member which causes the Boosters to suffer loss or liability as a result. Article X: Liability of Officers Section 2 The Executive Council may approve, if it deems prudent, any expenditures for the purchase and maintenance of insurance or bond to cover the lawful acts of Executive Council members, or specifically-designated agents, against civil liabilities which may arise as a result of those acts. Article XI: Amendments Article XI: Amendments Section 1 Bylaws shall be reviewed and amended with the following procedures: a. A committee shall be appointed to submit a revised set of bylaws as a substitute for existing bylaws or to submit an amendment to current bylaws. b. Bylaws shall be revised or amended at a regular meeting of the association provided notice and a copy of the proposed bylaws revision or amendments are provided to the membership at least thirty (30) days prior to the meeting at which the revision or the amendments are to be voted upon. A quorum shall be established at the meeting in which voting takes place. The proposed bylaws revision or amendments require a twothirds vote of the members present and voting. Article XII: Auditing Procedures Article XII: Auditing Procedures Section 1 An auditing committee or a professional auditor shall be selected by the executive board prior to the end of the fiscal year. An auditing committee shall consist of no fewer than three members and no one with signature authority shall sit on the auditing committee. 9 of 11 Article XII: Auditing Procedures Section 2 The Treasurer shall submit the books to the auditing committee or the professional auditor at the end of the fiscal year. The audit report shall be submitted in writing to the executive committee prior to finalization of the proposed budget for the coming school year. Article XII: Auditing Procedures Section 3 The Executive Committee shall, upon resignation of the Treasurer during a term, select an auditing committee or a professional auditor within one week of the resignation. The audit shall be performed with fiscal yearend auditing procedures and shall be completed within three weeks of the resignation. This audit shall not be performed in lieu of the yearend audit. Article XII: Auditing Procedures Section 4 The newly elected Treasurer shall not undertake any banking responsibilities of that office with the exception of depository duties, reconciliation of bank statements, change of signatory or other clerical duties not requiring signatory until the audit is presented to the Executive Committee. Article XII: Auditing Procedures Section 5 All audit reports shall be presented to the general membership for adoption. The fiscal yearend audit report shall be presented to the membership for adoption at the first general membership meeting held after the completion of the report. Article XIII: Dissolution of the Boosters Article XIII: Dissolution of the Boosters Section 1 Any dissolution of the Boosters and termination of its affairs shall take place in the following manner: a. The Executive Committee shall adopt a resolution recommending that the Boosters be dissolved and directing that the question of such dissolution be submitted to a vote at a special meeting of members having voting rights. Written or printed notice stating the purpose of such meeting is to consider the advisability of dissolving the Boosters shall be given to each member entitled to vote at such meeting at least thirty (30) days prior to the date of such meeting. b. Only those persons who were members in good standing of the Boosters on the date of adoption of the resolution and who continue to be members in good standing on the date of the special meeting shall be entitled to vote on dissolution. 10 of 11 c. Approval of dissolution of the Boosters shall require the affirmative vote of at least twothirds of the members present and entitled to vote at the special meeting, a quorum being present. d. Upon the dissolution of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to one (1) or more non-profit funds, foundations, or organizations which have established their tax exempt status under Section 501(c)(3) of the Internal Revenue Code or to the Freedom High School Drama Department through the Freedom High School Bookkeeper and accounts, based on a vote by the members present and entitled to vote at the special meeting on dissolution. 11 of 11