MA SOC Filing Number: Date: 08/11/2008 4:31 PM THE COMMONWEALTH OF MASSACHUSETTS

Transcription

1 MA SOC Filing Number: Date: 08/11/2008 4:31 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and 1 hereby approve said articles; andlbefiling fee having beeri paid, said artieles are deemed to hive bein on August 1,1,,20884:11 PM

2 PRINCIPAL OFFICE OF THE ORGANIZATION IS THEN LOCATED, EXCLUSIVELY FOR SUCH PURPOSES OR TO SUCH ORGANIZATION OR ORGANIZATIONS, AS SAID COURT SHALL DETERMINE, WHICH ARE ORGANIZED AND OPERATED EXCLUSIVELY FOR SUCH PURPOSES ARTICLE III A corporation may have one or more classes of members As antinded, the designation of sucti classes, the manner of election or appointments, the duration of membership and the qualifications and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below: ARTICLE IV As emended, other lawful provisions, if any, for the conduct and regulation of the bisinei and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the pavers of the business entity, or of its directarsck members; t;ir of any class of Members, are as follows:', (it there'ete,no:pnivisions state NONE ) -, : /I, The foregoing amendmengsy will become effective when these Articles of Aertenditieetice Ned in woe * General, aws, Chapter 180:,Section 7 unless these articles specify; in accondetice*iittiliiiireie e060thg die''' %' %intendmentalit& effecthiellate not more than Pliny days after such 0104,41;whiciti event Ote:aMendtnentWilkbecriMei 'eve on soch later date r E~icthfSPS*: : -, _ : Sigaei tit, the penalties of perjury, his 11 Day of August, 2008, B 1, WM/AA fb 'OrisidAiitf6,rniiitifent,, - -, ' TRIN ANIEDZWEGICAS, Clerk / Assistant Clerk - ', ' ' ', toino ciṁ - platt of mass o us e ':41*ItrR#Fiva,: ", -- : :: :,

3 MA SOC Filing Number Date: 08/11/2008 4:31 PM " 0--;- -,-: i,;, The Commonwealth of Massachusetts Minimium Fee: e: " 4- t *ks, \ \ William Francis Galvin 1, - VS "' e4 1/4- itioti In Secretary of the Commonwealth 2 'ar 2j% lk One Ashburton Place, Boston, Massachusetts s; -r /cs' Telephone: (617) ' 4" Articles of Amendment (General Laws Chapter 180 SectIon Federal Employer identification Number (must be 9 digits) We, BRENDA WALLACE President Vice President, I and TRINA NEDZWECKAS A, Clerk Assistant Cleric Of WEBSTER MUSIC BOOSTERS, INC located at: 5 EMMANUEL AVE WEBSTER,MA USA do hereby certify that these Articles of Amendment affecting articles numbered: Article 1 I_ Article 2 Article 3 Article 4 (Select those articles 1, 2, 3, and/or 4 that am being amended) ; - Cd4heArticies of Organization were duty adopted at a meeting held on 6/24/2008, by vote of ALL members, 0 ::;dite4oita, or 0 shareholders, *4 of -least two-thirds of its members/directors legally qualified to vote in meetings of the corporation (ci, in the case ate - corporation ' having capital stock, by the holders of at least two thirds of the capitarstock s having-theittil Wee ;' r thereat): ARTICLE I, ;,, - The exact name of the corporation, as Amended, is: - " : (Do net state Article I if it has not been amended) :- WEBSTER MUSIC BOOSTERS, INC :;,:-:, ARTICLE 11, ti The putpose of the corporation, as amended, is to engage in the feitcriviti*sifietajectivitlea':,: - (Do not state Article Ulf it has not been amended), '" :,,,,,, -,, -, SAID ORGANIZATION IS ORGANIZED EXCLUSIVELY FOR CHARATABI:E RaIGIcoljgir' i:",, EDUCATIONAL, SCIENTIFIC PURPOSES, INCLUDING, FOR SUCH PURPOSES:1HE MAIc04076F' "! `DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIIATIONS:LINDER 'SECTION 501(C)(31 OF THE INTERNAL REVENUE CODE, OR CORRESPONDING SECTION F : - ANY FUTURE, FEDERAL TAX CODE - -,,,,,,, '004:THE:DISSOLUTION OF THE ORGANIZATION, ASSETS SHALL BE DISTRIBUTEDPolk ONE'' :bit'moretvcemptpurposeswithin THE MEANING OF SECTION 5010A OF THE 7' t /stferiiik:revenue CODE OR CORRESPONDING SECTIONOP'AikttrfuRt:FitimiALTAX 6 g 0 ior- SHALL BE DISTRIBUTED TO THE FEDERAL GOVERMENT43*TO A STATE ORIOCAL : :GOVERMENT, FOR A PUBLIC PURPOSE ANY SUCH ASSETSNOT -DISPQ5ED OF SHALL BE DISPOSED OP BY THE COURT OF COMMONPLEAS OF THECOONTY IN THE ':: = :

4 Webster Music Boosters, Inc Webster, MA By-Laws Name Article I The official name will be: Webster Music Boosters, Inc Mission Statement Article II Webster Music Boosters, Inc is a non-profit organization whose primary objective is to work together with the music directors to enhance the music program It consists of parents and fi iends dedicated to supporting the quality music education for Junior and Senior High School students (grades 7-12) of the Town of Webster, Purposes and Objectives A rticle III A To promote the Music Department by obtaining volunteer personnel to assist in the overall operation of the Music Department B To operate on a strictly non-profit level Use all fees and funds collected for the expansion and extension of the Music Department C Provide students with opportunities for educational workshops, seminars, and other methods of improving music skills Membership Article IV A Membership shall be open to persons interested in supporting the advancement of the music program The membership is composed of the following: Board of Directors, Executive Officers, Executive Committees and General Members B Members must be over twenty-one (21) years of age C All paid members are allowed to vote if present at the meeting Officers Article V A The officers of Webster Music Boosters, Inc shall be: One (1) Chairman (elected in an even numbered calendar year) One (1) Vice-Chairman (elected in an odd numbered calendar year) One (1) Secretary (elected in an odd numbered calendar year) One (1) Treasurer (elected in an even numbered calendar year) One (1) Public Relations (elected in an even numbered calendar year) One (1) Fund Raising Coordinator (elected in an odd numbered calendar year) B All officers shall be members of Webster Music Boosters, Inc C Officers may serve more than one term, however, they must be re-elected by the membership Terms for officers shall last two years with two positions from the Board being elected annually; the remaining positions would be elected the following year 'Revised February of 5

5 Webster Music Boosters, Inc Webster, MA D The officers shall perform the duties which are usually performed by such officers as described in Article VI E No officer or any other member of Webster Music Boosters, Inc shall receive directly or indirectly any salaries or compensation from the organization as this would be a direct conflict of interest F Any Board Member whose actions are found to be illegal, unbecoming, and do not portray this organization in a positive manner, will appear before the Board within fifteen (15) days of when Chairperson or acting Chairperson has been made aware of said action If said action is substantiated, this Board member will immediately relinquish his/her position on the Board and all duties associated with that position G Resignation of officers shall be presented to any officer and or any Executive Committee member for the purpose of filling the vacant position Upon resignation, all the materials pertaining to Webster Music Boosters, Inc shall be handed over to any officer of the Executive Committee It will be necessary to call an emergency meeting of the Executive Officers for their purpose after proper notification is given to all Board members Three (3) Music Student Representatives: Students will be chosen by the music directors and serve in an advisory capacity with the following guidelines: Two (2) students will be Seniors and one (1) student will be a Junior Students are non voting members of Webster Music Boosters, Inc Meetings Article VI A General meetings of Webster Music Boosters, Inc will be held monthly at 7:00 PM Meetings will be held in the band room or auditorium B The April meeting of Webster Music Boosters, Inc is the only meeting officers shall be nominated; elections for officers of the Board shall take place only during the May meeting of each year C The September meeting of Webster Music Boosters, Inc shall be an informational meeting only and advertised as such No financial statements will be given D At the May annual meeting, the officers shall present a report verified by one or both of the Chairman and the Treasurer, showing the amounts of money raised from all sources, expenses itemized and a cash balance or deficit, which report shall be entered into minutes of the proceedings of the annual meeting E The officers shall appoint two (2) people, at least one a non-member, of Webster Music Boosters, Inc to act as auditors who examine the annual financial records referred to in Article II, Section A and shall submit a report of their findings at the annual meeting in May F Meetings shall be conducted, as closely as possible, to the guidelines found in Robert Rules of Order The order of business of any meeting of the members of Webster Music Boosters, Inc shall be as follows: a Call to Order b Secretary's Minutes c Treasurer's Report Revised February of 5

6 Webster Music Boosters, Inc Webster, MA d Report of Any Committee e Old Business f New Business g General Business h Adjournment Duties of Officers A Either the Chairman, or the Vice Chairman shall preside at all meetings and shall appoint committees and supervise their functions, shall see that the rules, policies and principles of Webster Music Boosters, Inc are observed and shall have the general power and duties of supervision and management usually vested in the officer of the Chairman and Vice Chairman and shall act as liaison to the Board of Directors as a non-voting member In the case of the Chairman's resignation, death, or incapacity, one of the remaining officers will be appointed to fill the vacancy in accordance with Article V Section G If any other position becomes vacant, an appointment by a majority of the board will be made to serve the remainder of the year At the next election, someone will be elected to serve the remainder of the term, if necessary B The Secretary of designee shall attend all meetings of Webster Music Boosters, Inc and act as the clerk thereof and shall record the minutes of all transactions in a book to be kept for the purpose and shall perform like duties for all committees of Webster Music Boosters, Inc when required to do so The Secretary must forward copies of the minutes to each member of the Board of Directors within 7 days after the meeting C The Treasurer shall have custody of Webster Music Boosters, Inc funds and shall keep a full and accurate account of receipts and disbursements in books belonging to Webster Music Boosters, Inc separate account to the credit of Webster Music Boosters, Inc The Treasurer shall disburse the funds of Webster Music Boosters, Inc in a manner and amounts ordered by the majority of the officers and shall render to the officers at the regular meeting of Webster Music Boosters, Inc or whenever they may require it, an account of all transactions as Treasurer and of the financial conditions of Webster Music Boosters, Inc funds The Treasurer shall assist the other officers in all fund raising activities and shall keep accurate accounts thereof D The Public Relations / Fund Raising Coordinators shall attend all meetings of Webster Music Boosters, Inc and shall see that all events, past, present and future receive publicity in local news sources They will see that all fund-raisers and events have adequate publicity prior to the commencement of that event ie flyers, posters, access channel, TV and radio They shall oversee fund-raisers so that all fund-raisers are sanctioned by Webster Music Boosters, Inc assuring quality and quantity, allowing all groups in the music department equal opportunity to raise funds E At least one out of the three Student Representatives shall attend all meetings of Webster Music Boosters, Inc The purpose of the Student Representatives is to lend a different point of view to the proceedings and also lend support and assistance to the officers of Webster Music Boosters, Inc The Student Representatives shall assist in conveying messages and information, as well as promoting and encouraging involvement in Booster Revised February of 5

7 Webster Music Boosters, Inc Webster, MA activities to other students directly or indirectly involved with Webster Music Boosters, Inc Dues and Finances Article VII A The dues for Webster Music Boosters, Inc will be $500 per family B The funds Webster Music Boosters, Inc shall be deposited in a local bank Such funds, not in excess of $50000 shall be disbursed upon the needs of Webster Music Boosters, Inc by the majority of officers Any funds to be disbursed in excess of $50000 shall be brought before the membership for approval C The management of all funds, goods and services shall be the direct responsibility of the Treasurer who shall work with such committees as are appointed by the officers D Disbursement of funds from our checking account requires two (2) of the three signatures on file with the bank No Webster Music Boosters, Inc member may make purchases without authorization of the majority of officers Nominations Article VIII A Election of officers will only be held at the May annual meeting B Nomination will only be accepted at the April meeting either from the floor or by written nomination presented at the meeting C Only members with dues paid by the January meeting can participate in annual voting or be nominated to a position of the board D In order to be elected to the board, a nominee mush have participated in a minimum of four meetings or events sponsored by Webster Music Boosters, Inc as tracked in the Secretary's attendance records A nomination sub committee consisting of three (3) Webster Music Boosters, Inc members will be formed in April each year to review nominations brought forward the membership and determine eligibility to serve on the board E Individuals who submit a written request to the board stating that they will be absent from the May meeting will be issued an Absentee Ballot which will be signed across the seal, returned then counted during the May meeting The Absentee Ballots must be ready within 10 days of the April meeting The Absentee Ballots must be returned by the beginning of the May meeting Amendments Article IX A Alterations and amendments of the By-Laws can be considered at any meeting of the members of Webster Music Boosters, Inc Proposals for changes must be submitted to the Executive Board for review by both the Executive Board and the Board of Directors B A By-Law Review Committee shall be formed once every two (2) years in the October meeting and said committee shall contain five (5) members with one of the members being a current board member *Revised February of 5

8 _J Webster Music Boosters, Inc Webster, MA Dissolution Article X In the event that Webster Music Boosters, Inc ceases to exist and is dissolved, a final audit will be conducted to determine any assets after all outstanding obligations are met Any remaining assets will become the property of the Bartlett High School Music Department Suggestions not covered at By-Law committee meeting: A Mention the existence of a board of directors B Develop a protocol for interaction of the Boosters and the Directors of the Music Dept C Put in statement that says Director of the Music Boosters is a nonvoting member of the Board of Directors D Procedure for appointing or electing sub-committees (probably under the section of "officers") *Revised February of 5