REPUBLIC TIGER PRIDE BAND BOOSTERS
Article I
Name and Purpose
Section 1.01. Name. The name of this organization shall be Republic Tiger Pride Band Boosters.
Section 1.02. Purpose. The central purpose of the organization is to support the Republic High School Instrumental Music Department by encouraging and maintaining enthusiasm, recruiting volunteers, and providing moral and financial support. The corporation is organized and will be operated exclusively for
charitable and educational purposes within the meaning of 501(c)(3) of the Internal Revenue
Code. (All references to sections in these Articles refer to the Internal Revenue Code of 1986
as amended or to comparable sections of subsequent internal revenue laws.)
Article II
Membership
Section 2.01. Qualification. All parents, guardians or other persons with a child enrolled and attending Republic High School or Middle School and more specifically has a child in the Instrumental Music Department shall be considered voting members of the organization. Members of the licensed teaching staff of the Instrumental Music Department shall be considered voting members of the organization. The Principal and Assistant Principals shall be non-voting, advisory members of the organization.
Section 2.02. Rights and Responsibilities. The members shall have the right and responsibility to attend meetings and events sponsored by the organization, serve on committees and be nominated and elected to office. Voting members shall have the right to vote for the officers, review financial information,and approve amendments to these bylaws.
Section 2.03. Quorum. The members present at any membership meeting of the organization, provided at least ten (10) members are present, shall constitute a quorum for the transaction of business. In the absence of a quorum the membership may not take action. In that event, any matter brought before the membership at a meeting at which a quorum is not present shall be discussed and decided by the Executive Board.
Article III
Executive Board
Section 3.01. Membership. The Executive Board shall consist of the elected officers of the organization.
Section 3.02. Authority. The affairs, activities and operation of the organization shall be managed by the Executive Board. The Executive Board shall transact necessary business during the intervals between the meetings of the membership, and such other business as may be referred to it by the membership or these bylaws. It may create Standing and Special Committees, approve the plans and work of standing and special committees, prepare and submit a budget to the membership for approval, and, in general, conduct the business and activities of the organization.
Section 3.03. Meetings. The Executive Board shall meet monthly to prepare for general membership meetings and to conduct the affairs of the organization. In the event that it is determined by the President or Vice President that a monthly meeting of the Executive board is not needed it may be cancelled by a majority vote of the Executive Board.
Section 3.04. Quorum. A quorum of the Executive Board for the conduct of business shall consist of at least three (3) officers in attendance.
Section 3.05. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Executive Board (including amendment of these bylaws) or of any committee may be taken without a meeting; provided all the members of the Executive Board or committee consent in writing to taking the action without a meeting, and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be. Consent can also be in the form of a group email, group text, group Facebook message or a Google document where a permanent electronic record can be made.
Section 3.06. Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 3.07. Reimbursement. Executive Board members shall serve without compensation with the exception that expenses incurred in the furtherance of the organization’s business are allowed to be reimbursed with documentation in accordance with the organization’s financial policies, and prior approval.
Article IV
Officers and Their Elections
Section 4.01. Officers. The officers of this organization shall include one President, one Vice President, a Secretary, two Treasurers, and such additional officer(s) as may be elected or appointed by the Executive Board from time to time.
Section 4.02. Election. A nominating committee composed of the at least one member of Membership and two members of the Executive Board shall begin seeking nominees in Februaryof the year in which the candidates will be elected and develop a slate of candidates. The Director of the Republic High School Instrumental Music Department shall serve as an advisor to the committee. The candidates shall be announced to the membership as soon as possible. Additional nominees may be solicited from the floor on the day of the election. Only those who have consented to serve shall be eligible for nomination, either by the committee or from the floor.
It is strongly recommended that no more than one parent/guardian per enrolled student or students within the same immediate family, hold an officer position at the same time.
Officers shall be elected at the May meeting of the organization by the members present. Officers shall assume their official duties on June 1 following their election. The month of May shall be used as a transition period to orient the new officers into their respective offices.
Section 4.03. Term. Officers shall serve a two year term, with a vote each year to approve the current board members in placeOfficers may serve as a member of the Executive Board for a maximum of four consecutive years, but may not hold the same position for more than one term of two years• For the 2019 election only, the Vice-President will be elected for a single year. Thereafter, the Vice-President position will return to a two year term.
Section 4.04. Vacancies. A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the remaining members of the Executive Board.
Article V
Duties of Officers
Section 5.01. President. The President shall be the principal executive officer of the organization and, subject to the control of the Executive Board shall in general supervise and control all of the activities of the organization. The President shall be a member of the Executive Board and, when present, shall preside at all meetings of the Executive Board and all meetings of the membership. The President shall vote only in the case of a tie in a vote of the Executive Board or the membership. The President shall select and appoint the chairpersons of all Standing and Special Committees and shall be an ex-officio member of all committees of the organization.
Section 5.02. Vice-President(s). The Vice-President shall be a member of the Executive Board and, in the absence of the President, shall perform the duties of the President. The Vice-President shall perform such other duties as are assigned by the President or the Executive Board.
Section 5.03. Secretary. The Secretary shall be a member of the Executive Board. The Secretary shall keep the minutes of the proceedings of the membership and the Executive Board. In addition, they shall see that all notices are duly given in accordance with these Bylaws, be responsible for the publishing of meeting minutes, manage and keep an accurate tally of the volunteer records, and in general perform all duties incident to the office of Secretary. The Secretary shall perform other duties as may be assigned by the President or the Executive Board.
Section 5.04. Treasurer(s)—Treasurer I and Treasurer II. The Treasurer(s) shall be a member of the Executive Board. The Treasurer(s) is/are the authorized custodian(s) to have oversight of all funds of the organization in accordance with the organization’s financial policies. The Treasurer(s) will organize, document, and record all financial activities. The Treasurer(s)will be diligent and conscientious in ensuring all funds are received and spent in accordance with the organization’s tax-exempt purpose, bylaws and budget. The financial records belong to the organization and must be available to the other officers and members upon request.
The Treasurer(s) shall:● ● Ensure all funds are timely deposited in the organization’s authorized bank account(s).● Ensure payments and disbursements are properly authorizedand documented.● Present a written financial report (including income and expenditures), at each General Membership Meeting of the membership and at other times as requested by the Executive Board.● Maintain financial records (including financial reports, checkbook, bank statements, deposit slips, cash tally sheets, documentation regarding transactions, IRS Form 990 documents, etc.) and turn all over to the new treasurer.
The above duties shall be divided between the two Treasurers in such manner as deemed appropriate by the Executive Board and provide a clear and concise division of responsibilities to ensure proper financial control and oversight. (See Section 6.06)
Article VI
Finances
Section 6.01. Budget. The Executive Board shall determine annually if a budget should be developed. This budget shall be used to guide the activities of the organization during the year, including serving as approval for anticipated expenditures. Any substantial deviation from the budget must be approved in advance by the Executive Board.
Section 6.02. Obligations. The Executive Board may authorize any officer or officers to enter into contracts or agreements for the purchase of materials or services on behalf of the organization.
Section 6.03. Loans. No loans shall be made by the organization to its officers or members.
Section 6.04. Checks/Debit Cards. All checks, drafts, use of debit card, or other orders for the payment of money on behalf of the organization shall be signed by the Treasurer(s) or by any other person as authorized in writing by the Executive Board. “No personal charging on the debit card by the authorized users shall be allowed.”
Section 6.05. Banking. The Treasurer shall ensure that all funds of the organization are timely deposited to the credit of the organization in such banks or other depositories as determined by the Executive Board. All deposits and disbursements shall be documented by a receipt, an invoice, or other written documentation. All deposits and/or disbursements shall be made as soon as practicable upon receipt of the funds, normally daily, immediately after received and counted.
Section 6.06. Financial Controls. The organization shall adopt appropriate financial controls to ensure the integrity of its funds. Specifically, without limitation, the organization shall maintain separation of financial controls so that, minimally:● All expenses must be approved by the Treasurer(s) and presented to the membership at each General Membership meeting;● Expenditures exceeding $500 must be approved by the Executive Board;● An officer or other person without check signing authority designated by the Executive Board shall review and reconcile all bank statements on a monthly basis; and,● If the Executive Board deems an annual financial statement audit or review to be performed (See Section 6.07), a finance committee of at least one person without check signing authority and one member of the Executive Board shall hire and supervise an outside accountant or auditing firm to conduct an audit or review of corporate financial records.● All expenditures not directly related to or for the benefit of The Republic Tiger Pride Band must be voted on and approved by the Executive Board and a majority of the membership in attendance.
Section 6.07. Financial Report. The Treasurer(s) shall present a financial report at each membership meeting of the organization and prepare a final report at the close of the year in accordance with the organization’s financial policies. The Executive Board shall examine the final report prepared by the Treasurer(s).
If the annual revenues of the organization are in excess of $200,000, the executive board shall determine if an independent accountant should perform an annual financial statement review or audit. If an accountant is engaged, the accountant will present the financial statement to the Executive Board and finance committee, General Membership and other stakeholders as deemed appropriate.
Section 6.08. Fiscal Year. The fiscal year of the organization shall be from June 1 to May 31 but may be changed by resolution of the Executive Board.
Section 6.09. Financial Record Retention. All records of the organization shall be maintained and destroyed in accordance with law, and standard record retention guidelines. Financial records shall be maintained as follows:
RECORD | HOW TO STORE | PERIOD OF TIME |
Year-end Treasurer’s financial report/statement, annual Internal Financial Review Reports, IRS Form 990s, MO Annual Registration Report | Store in corporate record book, binder, or cloud-based software. | At least seven (7) yearsConsider keeping permanently. |
Bank statements, canceled checks, check registers, invoices, receipts, cash tally sheets, investment statements, and related documents | Compile & file records on a yearly basis. Store in binder or cloud-based software. | Seven (7) Years Store w/financial records. Destroy after seven years. |
Treasurer’s reports (monthly) | Compile & file records on yearly basis. Store in binder or cloud-based software. | Three (3) YearsStore w/ financial records. Destroy after three years. |
ARTICLE VII
Conflicts of Interest
Section 7.01. Existence of Conflict, Disclosure. Directors, officers, employees and contractors of Corporation should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of the Corporation. A conflict of interest may exist when the direct, personal, financial or other interest(s) of any director, officer, staff member or contractor competes or appears to compete with the interests of the Corporation. If any such conflict of interest arises the interested person shall call it to the attention of the Executive Board for resolution. If the conflict relates to a matter requiring board action, such person shall not vote on the matter. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Executive Board, excluding the person who is the subject of the possible conflict.
Section 7.02. Nonparticipation in Vote. The person having a conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room in which the Executive Board is meeting.
However, the person may be permitted to provide the Executive Board with any and all relevant information.
Section 7.03. Minutes of Meeting. The minutes of the meeting of the Executive Board shall reflect that the conflict was disclosed, and the interested person was not present during the final discussion or vote and did not vote on the matter.
Section 7.04. Annual Review. A copy of this conflict of interest statement shall be furnished to each director or officer, employee and/or contractor who is presently serving the Corporation, or who hereafter becomes associated with the Corporation. This policy shall be reviewed annually for information and guidance of directors and officers, staff members and contractors, and new officers and directors, staff members and contractors shall be advised of the policy upon undertaking the duties of their offices.
ARTICLE VIII
Indemnification
Every member of the Executive Board, officer or employee of the Corporation may be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Executive Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the Corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Executive Board approves such settlement and reimbursement as being in the best interest of the Corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Executive Board, officer or employee is entitled.
ARTICLE IX
Amendments
These Bylaws may be amended at any regular or special meeting of the membership by a majority vote of the members present, provided that at least thirty (30) days’ notice of the proposed amendments has been made to the membership, or alternatively the membership waives the required notice.
ARTICLE X
Conduct of Members
Section 10.01. Code of Conduct at Organization/School Events. While attending any event involving RHS Band and/or while representing RHS Band Boosters, members will adhere to the Booster Code of Conduct which shall include: ● The Boosters have implemented a TOBACCO FREE policy within view of any student at meetings, competitions, concerts, trips, etc. Smokers are asked to utilize designated smoking areas at public events. If no designated smoking area is available, smokers are to refrain from smoking within 50 feet of students. ● NO DRINKING OF ALCOHOLIC BEVERAGES will be tolerated, under any circumstances, while attending, volunteering at or chaperoning any RHS Band sponsored event. ● NO ILLEGAL DRUG USE will be tolerated, under any circumstances, while attending, volunteering at or chaperoning any RHS Band sponsored event. ● NO SWEARING will be tolerated, under any circumstances, while attending, volunteering at or chaperoning any RHS Band sponsored event.
As a member of the Republic Tiger Pride Band Boosters, I agree to abide by and follow the guidelines listed below: ● I will provide support to the band program and its students and staff.● I will provide support for the other band booster volunteers working with the students to provide a positive experience for all. ● I (and my guest) will be a positive role model for my child and encourage him/her to show respect and courtesy.● I (and my guest) will demonstrate positive support for all band members, staff, judges and other spectators at every performance and/or competition.● I promise to, and will require my child to, treat all band members, directors, officials, parents, volunteers and spectators with respect regardless of race, creed, color, gender, age, sexual orientation, special needs or ability.● I will treat all band members, directors, officials, parents, volunteers and spectators with dignity in language, attitude, behavior and mannerisms.
Examples of Conduct that may be subject to discipline
Examples of words or actions that will constitute a violation of the Code include, but are not limited to the following: ● Using profane, intimidating, offensive or vulgar language, mannerisms, photos or electronic communications.● Making inappropriate physical contact with (as explained in the district guidelines), taunting or threatening of any student, staff member, volunteer, judge, school administrator or spectator.● Going into a dressing room or hotel room of a student or staff member without their permission or obstructing their access to, or exit from, said room.● Perpetuating bullying, false accusations, or intimidating behavior with the intent of damaging the personal, social or professional reputation of the Republic Tiger Pride Band Boosters, any student, staff member, parent, volunteer, teacher or school administrator.● Being involved in any dangerous activity that would warrant the summoning of law enforcement officials, school security or administrators.● Any other conduct that is not in compliance with the tenets of the Republic Tiger Pride Band Boosters by-laws or code of conduct.
Revised 2/4/19 and Approved 3/4/19