POINT LOMA HIGH SCHOOL CROSS COUNTRY BOOSTER CLUB CONSTITUTION AND BY LAWS

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1 ATRICLE 1 ~ NAME Section I. Name POINT LOMA HIGH SCHOOL CROSS COUNTRY BOOSTER CLUB CONSTITUTION AND BY LAWS 1. The name of this non-profit organization is The Point Loma High School Cross Country Booster Club (Boosters) It may also be referred to as The Hungry Dog Distance Booster Club ARTICLE II PURPOSE Section I. Purpose 1. The mission of the Point Loma High School Cross Country Booster Club is to increase team pride and moral, provide financial, and volunteer support to the team, the athletes, and the coaches, and foster parent & community awareness and involvement in the Cross Country program. The Booster Club will support its mission through volunteer and fund raising activities. ARTICLE III MEMBERSHIP Section I. Membership 1. Membership is open to parents and guardians of current, JV and Varsity, Men s and Women s Cross Country Teams, PLHS Alumni, friends, family and community members supporting the PLHS Cross Country Program. 2. Members are classified as either General Members or Community Members. 3. General Membership is automatically granted to parents and guardians of current team members. 4. Community Membership is granted to Alumni, friends, other family members, and interested community members who have notified the Booster's President in writing of their desire to participate. (ex: through a Booster Membership Form) Section II. Membership Dues 1. There are no membership dues. Section III. Membership Term 1. The term of membership is the administrative year of the organization, from September 1st through December 31st. Section IV. Membership Rights 1. Member voting is conducted to elect or remove officers, to change or amend the Bylaws, and to approve or amend the budget, in accordance with Article V, Section VI of these Bylaws. 2. Member voting rights are given to both General Members and Community Members. 3. General Members and Community Members are eligible to volunteer and act as Committee Members, Committee Chairs, Board Members, and Officers, subject to the rules governing those positions. ARTICLE IV OFFICERS Section I. Officer Election 1. The Executive Board of Directors: The President, Vice-President, Secretary, and Treasurer will be elected by nomination and majority vote of the members present at the Annual Election Meeting. 2. A call for Executive Board Officer Candidates will go out at the November Membership Meeting. Not less that 14 days prior to the Annual Election Meeting, Booster Members interested in running for an elected office will notify a current Executive Board Member of their desire to be slated for that elected Officer Position and notification of the slated officers will be presented at the August meeting as well as publicized on the Web Site. 3. Incoming Officers will assume their duties and responsibilities immediately upon election.

2 4. The Cross Country Team Head Coach will serve as Ex Officio Officer of the Boosters. Section II. Officer Duties 1. The President will preside at all meetings, will act as a Booster Club Representative and liaison to the PLHS Pointer Association, will serve as an advisor to committee chairs, will act as Chairman of the Board of Directors, and will fulfill other duties as prescribed by the Booster Club's Board of Directors. 2. The Vice President will assume all responsibilities of the President when the President is unable to perform them, will assist the President as an advisor to committee chairs, will review the Booster Club Bylaws annually, will form Special Bylaw Amendment Committee if extensive changes are required, and will fulfill other duties as prescribed by the Booster Club's Board of Directors. 3. The Secretary will take minutes of all meetings, will submit minutes for approval, will maintain all files and records of the Boosters, will handle all correspondence to current Booster Membership, and will fulfill other duties as prescribed by the Booster Club's Board of Directors. 4. The Treasurer will maintain financial records of all Booster transactions, will work with PLHS -PA personnel to track and validate all income and authorized payments, will assist with audit procedures, and will fulfill other duties as prescribed by the Booster Club's Board of Directors. Section III. Officers Term of Office 1. The term of office is from the Annual Election Meeting until the Annual Election Meeting of the following year; generally from September to September but subject to change based on the timing of the Annual Election Meeting as described in Article V, Section III of these Bylaws. 2. Officers who are elected at any time later that the Annual Election Meeting will end their term of office on the date of the following years Annual Election Meeting, even though their total term may be less than one year. Section IV. Officer Vacancies 1. If an elected officer position is vacated during an administrative year, nominations will be taken from among the remaining volunteer Board Members and volunteer Committee Members to fill the open position. 2. Upon notification of the Membership not less than fourteen(14) days in advance of the scheduled meeting date, the open position will be filled upon a majority vote of the Members in attendance at the next meeting, after discussion and consideration of the interested volunteer Board members. 3. In the event that the vacated position is that of President, the Vice-President will succeed the President. Section V. Removal of Officers 1. Issues or concerns with officers' performance of their duties should be first addressed with the specific officer involved. 2. If there is no resolution, those with concerns should contact the PLHS-PA Executive Director or PLHS-PA Booster Council President to express their concerns and explain the resolution action already taken. If warranted, the PLHS-PA will discuss the concerns with the officer in question. 3. If the PLHS-PA determines that removal may be warranted, a Membership Meeting of the Boosters to discuss and vote on removal of that officer will be scheduled. The right to a trial will be afforded to any officer who has been accused of misconduct. 4. Members must be notified not less that fourteen (14) days in advance of a meeting to vote on removal of an officer. 5. If, by a majority vote of the Membership, the officer is removed, the PLHS-PA will instruct the officer in writing to step down and immediately transfer all materials relative to their office to the office of the PLHS-PA. 6. The vacant officer's position will be filled using the guidelines detailed in Section IV. Officer Vacancies.

3 ATRICLE V MEETINGS Section I. Membership Meetings 1. Booster Membership Meetings are held monthly, on the Second Tuesday of each month. 2. Should a scheduled meeting date fall during a school vacation period, or on a date when school is not in session, the meeting will be post poned until the following Tuesday. 3. When necessary, the President will adjust the date, time, and place of individual meetings. 4. The Board will advise the Membership of meeting date and time changes not less than seven (7) days prior to the new meeting date by posting the changes on the Booster s Web Page, and if possible, through the electronic newsletter. 5. Membership Meetings that call for Member voting on changes to the Bylaws, Election, or Removal of Officers, will be announced and published on the Booster Web Page not less than fourteen (14) days prior to the new meeting date. Section II. Member Voting Meetings 1. Member Voting Meetings will be called to elect officers (The Annual Election Meeting), to remove or replace Officers, (The Special Election Meeting) and to amend the Bylaws (The Bylaws Voting Meeting). 2. Proxy and absentee voting are expressly prohibited in connection with any Member Voting Meeting. 3. All Member Voting Meetings will be announced and published on the Booster Web Page not less than fourteen (14) days prior to the scheduled meeting date. 4. Votes concerning the amendment of the budget, to approve the Booster's financial budget, and spending. will not require a Special Member Voting Meeting, but will rather take place during regularly scheduled Membership meetings on an as needed basis. Section III. Annual Election Meeting 1. The Annual election Meeting will be held in September, in conjunction with the regular Membership meeting. 2. The scheduled date, and any change to the date of any Election Meeting will be announced and published on the Booster Web Page not less than fourteen (14) days prior to the new meeting date. 3. The approval of the Booster's financial budget and spending will also take place at this meeting. Voting will occur according to ARTICLE V, SectionVI of these Bylaws. Section IV. Special Election Meeting 1. A Special Election Meeting may be called if Vacated Executive Board of Director positions must be filled. 2. The Secretary will notify the Membership when a Special election Vote is required to select Board Members from the excess candidates. 3. Special Election Meetings will be announced and published on the Booster Web Page not less than fourteen (14) days prior to the scheduled meeting date. Section V. The Bylaws Voting Meeting 1. A Bylaws Voting Meeting will be called if changes to the Bylaws are submitted by the Board of Directors for approval by the Membership, in accordance with Article X of these Bylaws. 2. The scheduled date of any Bylaws Voting Meeting, and the proposed changes will be announced and published on the Booster Web Page not less than fourteen (14 ) days prior to the new meeting date. Section VI. Membership Participation and Voting 1. The privilege of discussion, opinions, and debating, will be extended to all Booster Members, Officers, and Board Members. The privilege to make a motion and vote on such motions will be limited to those who are eligible to vote and are physically present to cast their vote. 2. Proxy and absentee voting are expressly prohibited in connection with any Membership vote, in accordance with Article V Section II. B. of these bylaws.

4 3. A vote of the Members is required to elect or remove officers, to change or amend the Bylaws, and to approve the Booster's financial budget and spending. Members will vote by voice. 4. Voting privileges will be granted to those members who qualify as Board of Directors Members as stated in ARTICLE VI, Section I, of these ByLaws 5. A quorum must be present in order for a vote of the Members to be effective, in accordance with Article V, Section VII of these Bylaws. 6. A majority of the votes cast will be necessary to elect officers. A 2/3 majority vote is required to change or amend the Bylaws. Section VII. Member Quorum Requirements for Member Voting Meetings 1. A quorum will be at least five (5) members, or 51% of the current Board, Officers, and Board Members will be counted toward the required quorum. ARTICLE VI BOARD OF DIRECTORS Section I. Determination of the Board of Directors 1. The Executive Board of Directors is composed of the four Booster Club Elected Officers (the President, the Vice-President, Secretary and Treasurer) and a group of volunteer Board of Director Members ( Board Members ) which will be drawn from Committee Member Volunteers. 2. Ideally, the Board Members should represent a cross section of the Membership, meaning that the interests of all the teams (Women's, Men's, Junior Varsity, and Varsity) and all committees are represented. 3. Board Members must continue to be active Committee Members throughout their term of office. If a Board Member steps down from his/her Committee position, he/she must also resign from his/her Board position. Section II. Duties of the Directors 1. Booster affairs are overseen and managed by a Board of Directors. Section III. Board of Directors Meetings 1. Board Meetings will be held approximately 30minutes prior to the Booster Meeting, at the discretion of the of Officers on a case-by case basis, and will notify the Board Members at least fourteen (14) days prior to scheduled meeting. 2. Meetings will be open to the Membership ( Booster Meetings ). Once all reports have been presented, the floor will be open for discussion. All Members present will be entitled to discussion privileges. Motion and voting privileges will be restricted to members of the Board of Directors. There must be a quorum to pass any motion. 3. Business submitted to the Board of Directors for approval will be passed by a majority vote of the Board Members present. 4. Each Board Member, with the exception of the President, is entitled to vote. However, in the event of a tied vote, the President casts the deciding vote. 5. Board Members may vote by voice or written ballot as directed by the President. 6. A quorum must be present in order for a vote to be passed. 7. On a case-by-case basis, the Board of Directors may elect to use PLHS-PA e-voting procedures. The election to e-vote must be approved by a majority vote of the Board. A quorum must be present to approve the election of the e-vote. All Board Members must be notified of the date, time, and agenda for an upcoming e-vote at least fourteen (14) days in advance of the designated e-voting session. No changes to the agenda will be allowed once Board Members have been notified, unless a new e-voting date is designated and Board Members are given fourteen (14) days advance notice of the new meeting date. An e-vote will be passed by a majority of the Board Members participating in the e-voting session. A quorum must participate in order for an e-vote to be passed.

5 Section IV. Board Members Term of Office 1. Elected Officers who are Board Members by virtue of their office will serve their Board terms concurrently with their term of office, generally from September to September, in accordance with Article IV, Section III of these Bylaws. 2. Volunteers who are Board Members by virtue of their committee membership will serve their Board terms from September 1st throughseptmeber 30 th of the following year. 3. Board Members who join the Board at any time after September 1st will end their term of Board Membership on August 31st, even though their total term my be less than one year. Section V. Board Vacancies 1. Vacated Board positions will be refilled by qualified Board Applicants using the Board Application process detailed in Article IV Section IV. However, if the number of Board Members drops below the minimum allowed by the bylaws and no qualified Board Applicants are available, a volunteer will be called for from among the Membership. ARTICLE VII COMMITTEES Section I. Standing Committee Chairperson and Member Duties and Rights 1. Committee Chair positions and Memberships are volunteer positions. 2. Individuals who would like to serve on a committee or chair a committee should identify themselves to the Current Board of directors by voice, and will be assigned the committee members at the beginning of the administrative year (September 1st ) and throughout the year as necessary. 3. Volunteer Committee Chairs will be determined by consensus of the individual prospective committee members. Two individuals may act as co-chairs. 4. Incoming Chairpersons will assume their duties and responsibilities immediately upon determination. 5. Each member of a standing committee is eligible to vote as they now hold a Board Member position. 6. All committee members and committee chairs must be current members of the Boosters. Section II. Committees 1. The President, and/or the Board of Directors may designate committees when needed to carry out the goals of the organization. Section III. Committee Meetings 1. Committee Chairpersons will schedule/arrange meetings for their committees and report the results at the Board Meetings on an as needed basis. Section IV. Term of Committee Membership and Chairpersonship 1. The term of office is the administrative year of the organization, from September 1st through December 31 st of the following year. 2. Committee Members who join committees at any time after September 1st will end their term of committee membership on December 31st. even though their total term may be less than one year. Section V. Committee Vacancies 1. Vacated committee positions will be refilled by volunteers from among membership. ARTICLE VIII FINANCES Section I. Accounts 1. All Booster funds are raised to support the PLHS Men's and Women's Cross Country Team. The Boosters will follow school policies, and be governed by the PLHS-PA and fall under the umbrella of the PLHS-PA 501c3 non-profit status.

6 2. Booster funds will be held in a trust with the PLHS-PA treasury in accordance with the PLHS-PA guidelines. The Boosters will manage their financial activity according the to PLHS-PA Policies and Procedures for Deposits, Expenditures, and Reimbursements. 3. All financial records shall be kept on file and available for reference or audits by the Booster Club. 4. All monies of the Booster Club shall be paid out only in accordance with the approved disbursement procedure as voted on by majority vote by the Board of Directors. Section II. Budget 1. The Executive Board shall present to the membership at the first regular meeting of the membership after the officers have been elected, or as soon thereafter as practicable, a budget of anticipated revenue and expenses for the year. 2. This budget shall be used to guide the activities of the organization during the year, including serving as approval for anticipated expenditures. 3. Any substantial deviation from the budget must be approved in advance by the membership. Section III. Dispersement 1. All proposed expenditures or reimbursements must be approved by the Booster Board as either a line item in the Booster Club budget or individually as they come due. 2. Expenditures may not exceed the budgeted amount unless voted on and approved by the Board. 3. All requests for reimbursements must be accompanied by the original receipt, and/or purchase order. 4. Once approved by the Booster Membership, a Requisition Request Form should be submitted to the Booster Club Treasurer at least one week prior to the next board meeting at which it will be presented. 5. No part of the net assets shall be distributed to its members, officers or any private persons except that the Boosters will be authorized and empowered to pay reasonable compensation for services rendered and make payments and distribution in furtherance of its purpose. Section IV. Financial Report. 1. The Treasurer shall present a financial report at each Membership meeting of the and shall prepare a final report at the close of the year in accordance with the PLHS-PA's financial policies. Section V. Fiscal Year. 1. The fiscal year of the organization shall be from September 1st through August 31st but may be changed by resolution of the Board of Directors. Section VI. Obligations 1. 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 VII. Loans 1. No loans shall be made by the organization to its officers or members. Section VIII. Financial controls 1. The organization shall adopt appropriate financial controls to ensure the integrity of its funds a committee of at least two (2) persons who are not involved in the routine handling of the Booster finances shall annually audit all finances, or hire and supervise an outside accountant or auditing firm to conduct a review of corporate financial records. Section IX. Record retention.

7 1. All records of the organization shall be maintained and destroyed in accordance with law, and standard record retention guidelines. ARTICLE IX AUTHORITY Section I. Parliamentary Authority and Rules of Order 1. Robert's Rules of Order will govern proceedings of all meetings Section II. Governance 1. This organization will be governed by these bylaws, San Diego City Schools Non district Organization Procedures, PLHS-PA rules, and Federal and California law relating to non-profit 501 (c)(3) organizations. ARTICLE X CHANGES TO THE BYLAWS Section I. Changes 1. Proposed changes to these bylaws shall be presented to the Booster Board of Directors and submitted for approval by the Membership at the next Membership Meeting, subject to the rules governing advance notice for voting meetings. 2. Changes shall be incorporated into the bylaws upon receiving a 2/3 majority vote of the Membership present. ARTICLE XI DISSOLUTION OF THE BOOSTER CLUB Section I. Club Dissolution 1. Upon dissolution of the PLHS Cross Country Team Booster Club, all of the Club s assets must be distributed to another Cross Country booster club or to the PLHS-PA organization.