BYLAWS OF THE GOAL DEN. Plano West High School 5601 W. Parker Road, Plano, TX Approved and Adopted: April 18, 2016 ARTICLE I NAME AND LOCATION

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1 BYLAWS OF THE GOAL DEN Plano West High School 5601 W. Parker Road, Plano, TX Approved and Adopted: April 18, 2016 ARTICLE I NAME AND LOCATION Section 1.1 Name. The name of the Texas non-profit corporation is THE GOAL DEN which is the organization serving as the Plano West Senior High School Girls Soccer Team Booster Club. THE GOAL DEN shall be referred to in these Bylaws as the Booster Club. Section 1.2 Location. The Booster Club is located in Plano, Texas. All Booster Club meetings will be held at such places as set by the Board of Directors (the Board ), which may or may not be within the Plano Independent School District ( PISD ). Section 1.3 Registered Office. The Booster Club shall have and continuously maintain in the State of Texas a registered office and a registered agent located at such office as required by the Texas Business Organizations Code (the TBOC ). The registered office may be, but need not be identical with the principal office of the Booster Club, and the Board of Directors of the Booster Club (the Board ) may change the registered office and/or the registered agent of the Booster Club, from time to time, in accordance with the provisions of the TBOC. ARTICLE II PURPOSE Section 2.1 General Purpose. In accordance with Article Four of the Booster Club s Certificate of Formation (formerly call the Articles of Incorporation under prior law and referred to herein as the Certificate ), the purpose of the Booster Club is to support and promote the Plano West Senior High School girls soccer program at Plano West Senior High School which includes a varsity and junior varsity soccer team (the Soccer Program ). The Booster Club will assist in helping to maintain and channel the enthusiasm and efforts of the Soccer Program s supporters towards the recognition of student athletes in their participation of athletic competition. The Booster Club will provide assistance in raising funds for the benefit of the Soccer Program. The Booster Club will provide voluntary help to the Soccer Program when requested by the varsity coach of the Soccer Program. ARTICLE III IRS STATUS AND OTHER LEGAL REQUIREMENTS Section 3.1 Governing Laws. The Booster Club will be subject to the TBOC (and specifically to which is the Texas Nonprofit Corporation Law) all PISD policies, University Interscholastic League ( UIL ) rules, including the current UIL Athletic Booster Club Guidelines (the UIL Guidelines ), and all other local, state and federal laws, rules and regulations applicable to the Booster Club.

2 Section 3.2 IRS Status. The Booster Club is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (the IRC ). Section 3.3 Disposition of Assets on Dissolution. Upon dissolution of the Booster Club and in accordance with Article Six of the Certificate, all of the Booster Club s assets, after satisfaction of all debts, shall be distributed only to an organization that is organized and operated exclusively for charitable, religious, scientific or educational purposes and which is exempt under IRC Section 501(c)(3), with preference given to Plano West Senior High School if at such time it is in existence and is exempt under IRC Section 501(c)(3). Section 3.4 Limitation on Distribution of Earnings. No part of the net earnings of the Booster Club shall inure to the benefit of, or be distributable to, its members, Directors, officers, or other private persons. Section 3.5 Compensation for Services. Compensation of third parties for services actually rendered in attending to the affairs of the Booster Club shall be limited to reasonable amounts. Section 3.6 Restricted Activities. No substantial part of the activities of the Booster Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws, the Booster Club shall not carry on any activities not permitted to be carried on (a) by an organization exempt from Federal income tax under IRC Section 501(c)(3) or (b) by an organization, contributions to which are deductible under IRC Section 170(c)(2). Section 3.7 Parliamentary Authority. The rules contained in the then current edition of Robert s Rules of Order Newly Revised (the Parliamentary Rules ) will govern the Booster Club s parliamentary procedures in all cases in which they are applicable and in which they are not in conflict with these Bylaws. ARTICLE IV LIMITATIONS Section 4.1 Limitation on Athletic and Administrative Activities. The Booster Club shall be selfgoverning, self-supporting, non-commercial, non-sectarian, non-partisan and non-political and will take no part, either directly or indirectly, in the control or direction of (a) the Soccer Program conducted by the coaches or (b) any administrative activities of PISD. Section 4.2 No Compensation of Booster Club Directors, Officers or Members. Booster Club Directors, officers and members will not be paid or compensated for time and effort spent on Booster Club activities. All Booster Club service shall be on a volunteer basis. Directors, officers and members may be reimbursed for reasonable and actual expenses incurred in the performance of their duties upon presentment to the Treasurer of receipts substantiating such expenditures and compliance with such other financial policies of the Booster Club set forth in these Bylaws or adopted by the Board. ARTICLE V MEMBERSHIP Section 5.1 Membership. The membership of the Booster Club shall be composed of natural persons (excluding students enrolled in PISD) and business entities that are interested in promoting and furthering Bylaws of The Goal Den - Page 2 of 18

3 the purposes of the Booster Club. Membership in the Booster Club shall be made available without regard to sex, race, color, ethnic background, religious affiliation, sexual orientation, national origin or other legally protected class. Eligible persons may be admitted to membership at any time during the academic year (August to June). Section 5.2 Membership Dues. To become a member of the Booster Club, a person is required to pay annual membership dues. Annual membership dues for each academic year will be determined by the Board prior to the first regular meeting of the members in the new academic year. Such membership dues shall be payable on or before the Booster Club s annual Kick-Off Dinner held in November of each academic year, and any persons wishing to join the Booster Club after the Kick-Off Dinner shall become a member upon payment of such annual dues. All membership dues paid to the Booster Club will become the property of the Booster Club and are non-refundable. Payment of annual membership dues shall entitle each member to membership in the Booster Club for the applicable academic year. Section 5.3. Rights of Members. All members in good standing (annual membership dues are paid in full and a registration form is on file with the Secretary) shall have the right to attend meetings of the Members and events sponsored by the Booster Club, serve as a committee chair and be nominated and elected to office. As set forth in Article Five of the Certificate, the members shall not have any voting rights except to the extent set forth in these Bylaws. Section 5.4 Meetings of the Members. (a) Annual Meeting. An annual meeting of the Booster Club will be held at the beginning of each academic year on such date as determined by the Board. (b) Special Meetings. The President of the Booster Club, the Board acting by a majority vote, members holding not less 10% of the votes entitled to be cast at a meeting or the Plano West varsity soccer coach may call a special meeting of the members at any time by directing the Secretary to send notice of such meeting to the members as specified below, which notice shall set forth the purpose of such meeting. (c) Regular Meetings. Regular meetings of the members of the Booster Club may be held during the academic year as determined by the Board in consultation with the Plano West varsity soccer coach to update the membership on the Soccer Program. Booster Club business may be conducted at any regular meeting. (d) Quorum. At all meetings of the members the presence of 25% of the members shall be necessary and sufficient to constitute a quorum for the transaction of any business. If a quorum shall not be present at any meeting of the members, the members present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened. (e) Voting and Procedure. The act of a majority of the members present in person or by proxy at a meeting at which a quorum is present shall be the act of the members unless the act of a greater number is required by statute, by the Certificate or by these Bylaws, in which case the act of such greater number shall be required to constitute the act of the members. For avoidance of doubt, while both parents of a player on the girls soccer team will be considered to be members of the Booster Club, that family unit will only be entitled to one vote for its membership. Bylaws of The Goal Den - Page 3 of 18

4 (f) Proxy Voting. A member may vote by proxy executed in writing by the member. A proxy expires three (3) months after the date the proxy is executed. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. (g) Notice of Meetings. All meetings of the member shall be held upon not less than ten (10) days' and not more than sixty (60) days written notice stating the date, place, and hour of the meeting delivered to each member either personally, by mail or by . In addition, the Plano West Senior High School Principal (or his or her appointed designee, such as any Associate Principal) and the Plano West Senior High School varsity girls soccer coach will be notified of the time and place of all the meetings of the members of the Booster Club. Such notice shall be given by the President or Secretary. (h) Open to Public. While there is no obligation to post public notices of any meetings of the members of the Booster Club, the meetings of the members will be open to the public. Section 5.5 Member Conduct. All members of the Booster Club shall be subject to the current UIL Guidelines. A copy of the UIL Guidelines as published in the UIL s Parent Information Manual are attached hereto as Exhibit B. Section 5.6 Membership List. The Secretary of the Booster Club shall maintain a roster of all current members, and the Treasurer shall keep an accurate record of members payment of annual membership dues. No part of the membership roster of the Booster Club shall be sold to any entity or exchanged for any services or products without the approval of the Board. Section 5.7 Removal. Any member may be removed by a two-thirds (2/3) vote of the Board for any of the following reasons: (a) criminal misconduct, (b) violating UIL rules or Plano ISD rules, including the UIL Guidelines, (c) unethical behavior, or (d) after recommendation by a Plano West Senior High School Principal or Athletic Director. Any member subject to removal shall be notified of the proposed removal and have an opportunity to present his or her case against removal at the Board meeting where the removal vote shall take place. Bylaws of The Goal Den - Page 4 of 18 ARTICLE VI BOARD OF DIRECTORS Section 6.1 Management of the Booster Club. In accordance with Article Five of the Certificate, the affairs, activities, and operation of the Booster Club shall be managed by and vested solely the Board (with each member of the Board being referred to herein as a Director ) and such committees of the Board as the Board may from time to time establish. The Board 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 all business and activities of the Booster Club. Section 6.2 Composition and Qualification of Board. The Board shall consist of such number of Directors as may be determined from time to time by the Board; provided, that at no time shall the number of Directors be less than three (3), and no decrease in number shall have the effect of shortening the term of any incumbent Director. Until changed by the act of the Board, the current Board will consist of the six (6) elected officers of the Booster Club as provided for in Section 7.1, which shall include: the President, the 1 st Vice President, the 2 nd Vice President, the 3 rd Vice President, the Secretary, and

5 Treasurer. The varsity soccer coach of the Soccer Program shall be an ex-officio (non-voting) member of the Board; provided, however, the varsity soccer coach shall serve as the deciding vote in the case of any deadlock on the Board (e.g., a vote that is split with 3 votes for and 3 votes against any proposed action). Any Director must be a member and the parent or guardian of an active player or past player on the Plano West varsity or junior varsity girls soccer team. Section 6.3 Meetings of the Board. (a) Annual Meeting. An annual meeting of the newly elected Board shall be held in April or May of each year following the election of the officers as provided for in Section 7.3. At such annual meeting, the Board shall transact any and all business as may properly come before the meeting. (b) Special Meetings. The President may call a special meeting of the Board at a time or place determined by the President. The President shall call a special meeting at the written request of two (2) or more Directors. (c) Regular Meetings. Regular meetings of the Board may be held during the academic year at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated by notice to all Directors. Except as otherwise provided by statute, by the Certificate or by these Bylaws, any and all business may be transacted at any regular meeting. (d) Notice of Meetings. All meetings of the Board shall be held upon not less than three (3) days' written notice stating the date, place, and hour of the meeting delivered to each Director either personally, by mail or by . Section 6.4 Quorum and Manner of Acting. At all meetings of the Board the presence of a majority of the number of Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business. Directors may not vote at any meeting of the Board by proxy. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened. Section 6.5 Meetings by Telephone or Other Remote Communications Technology. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, Directors or members of any committee designated by such Board may participate in and hold a meeting of the Board or committee by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by using any other suitable electronic communications system, including video conferencing technology or the Internet (but only if, in the case of such other suitable communications system, each Director entitled to participate in the meeting consents to the meeting being held by means of that system, and the system provides access to the meeting in a manner or using a method by which each Director participating in the meeting can communicate concurrently with each other participant). Participation in a meeting pursuant to this Section 6.5 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. Bylaws of The Goal Den - Page 5 of 18

6 Section 6.6 Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the number of Directors or committee members as would be necessary to take such action at a meeting at which all of the Directors or committee members were present and voting. The consent must state the date of each Director s or committee member s signature. Prompt notice of the taking of an action by less than unanimous written consent shall be given to each Director or committee member who did not consent in writing to the action. Section 6.7 Vacancies. Any vacancy occurring on the Board which position is not held by an officer of the Booster Club shall be filled by the affirmative vote of a majority of the remaining Directors at any meeting thereof. Any Director elected to fill a vacancy shall hold office until the expiration of the term of the vacating Director. Section 6.8 Board Conduct. A Director shall discharge the Director s duties in good faith, with ordinary care, and in a manner the Director reasonably believes to be in the best interests of the Booster Club. All Directors are subject to the Board of Directors Code of Conduct set forth in Exhibit A, and as a condition to membership on the Board, each Director shall execute the Board of Directors Code of Conduct acknowledging such Director s agreement to abide by such Code of Conduct. Section 6.9 Removal. A Director may be removed by a two-thirds (2/3) vote of the Board for any of the following reasons: (a) failure to perform his/her duties, (b) criminal misconduct, (c) violating UIL or Plano ISD rules, including the UIL Guidelines, (d) violating any Booster Club Code of Conduct, (e) unethical behavior, or (f) after recommendation by a Plano West Principal or Athletic Director. Any Director subject to removal shall be notified of the proposed removal and have an opportunity to present his or her case against removal at the Board meeting where the removal vote shall take place. ARTICLE VII OFFICERS AND DUTIES Section 7.1 Officers of the Booster Club. The officers of the Booster Club shall consist of the following officers: President, 1 st Vice President, 2 nd Vice President, 3 rd Vice President, Secretary, and Treasurer. Section 7.2 Qualifications. (a) President and 1st Vice President. Must be a member and the parent or guardian of an active player on the Plano West varsity girls soccer team. (b) 2 nd Vice President, Treasurer, 3 rd Vice President and Secretary. Must be a member and the parent or guardian of an active player or past player on the Plano West varsity or junior varsity girls soccer team. Section 7.3 Election of Officers. All Officers shall be elected at the Annual Meeting of the Board as provided in Section 6.3(a). (a) Nominations. Prior to the Annual Meeting of the Board, the Board shall solicit from the members nominations for persons to serve in the officer positions for the next academic year. To be nominated, each person being nominated must have consented to serving in such capacity. Bylaws of The Goal Den - Page 6 of 18

7 (b) Election. The nominations for officers shall be submitted to the Board at its Annual Meeting, and each officer position will be elected individually by a majority vote of the existing Directors. Section 7.4 Term. Each elected officer shall serve for a term of one (1) year or until a successor has been duly elected or appointed. No officer may serve for more than three (3) consecutive terms in the same office. Term of office herein is defined as the period of May of the current year until May of the following year. Section 7.5 Co-Officers. An officer position may be held by a married couple. Nominations and elections shall specify whether the position under consideration will be filled by a married couple. Married couples may not hold more than one officer position simultaneously. If an officer position is held by a married couple, such position shall only be entitled to one vote as a member of the Board. Section 7.6 Vacancies. Any vacancy occurring in an officer position shall be filled by the affirmative vote of a majority of the remaining Directors. Any officer appointed to fill a vacancy shall hold office until the expiration of the term of the vacating officer. Section 7.7 Removal. An officer or standing committee chairperson or committee member may be removed by a two-thirds (2/3) vote of the Board for any of the following reasons: (a) failure to perform his/her duties, (b) criminal misconduct, (c) violating UIL or Plano ISD rules, including the UIL Guidelines, (d) violating any Booster Club Code of Conduct, (e) unethical behavior, or (f) after recommendation by a Plano West Principal or Athletic Director. Any officer subject to removal shall be notified of the proposed removal and have an opportunity to present his or her case against removal at the Board meeting where the removal vote shall take place. Section 7.8 Duties of President. The President shall be the principal executive officer of the Booster Club and shall in general supervise and control all of the business and affairs of the Booster Club. The President shall be a voting member of the Board. The President shall preside at all meetings of the members of the Booster Club, the Board, and shall be and ex-officio member of all committees. The President is authorized to co-sign bank checks with Treasurer. The President may sign, with the Secretary or any other proper officer of the Booster Club authorized by the Board, any contracts or other 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 Bylaws or by statute to some other officer or agent of the Booster Club, and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time, including but not limited to: Schedule and set agendas at all meetings of the members of the Booster Club and the Board; Subject to the approval of the Board, appoint all standing committee chairpersons; Serve as the Booster Club s liaison between the school, administrators, coaches, parents, and the community and be responsible for all communications between the Booster Club and PISD; and Coordinate the work of the officers and committees of the Booster Club. Section 7.9 Duties of 1 st Vice President. The 1 st Vice President will report directly to the President and will perform such duties as may be designated by the President. The primary duties of the 1 st Vice President will also be the organization, promotion and selling of advertisements in the Plano West athletic program. In the absence of the President or in the event of the President s inability or refusal to act, the 1 st Vice President shall perform the duties of the President, and when so acting shall have all the powers of Bylaws of The Goal Den - Page 7 of 18

8 and be subject to all the restrictions upon the President. The 1 st Vice President will be a voting member of the Board. The 1 st Vice President is authorized to co-sign bank checks with Treasurer. Section 7.10 Duties of 2 nd Vice President. The 2 nd Vice President will report directly to the President and will perform such duties as may be designated by the President. The primary duties of the 2 nd Vice President will be coordinating the design, ordering, promoting and selling of spirt wear for the Soccer Program. In the absence of the President or 1 st Vice President or in the event of the President s or 1 st Vice President s inability or refusal to act, the 2 nd Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The 2 nd Vice President will be a voting member of the Board. Section 7.11 Duties of 3 rd Vice President. The 3 rd Vice President will report directly to the President and will perform such duties as may be designated by the President. The primary duties of the 3 rd Vice President will be player promotion, fundraising and overseeing and otherwise performing duties for any special projects as directed by the President. The 3 rd Vice President will be a voting member of the Board. Section 7.12 Duties of Secretary. The Secretary will report directly to the President. The Secretary shall keep the minutes of the meetings of the members and meetings of the Board, give all notices in accordance with the provisions of these Bylaws or as required by law, be custodian of the Booster Club records (including the Certificate and Bylaws), keep a register of the contact information of each member and player (including an distribution list), be responsible for all club correspondence with coaches, players, and parents/guardians and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. The Secretary will be a voting member of the Board. Section 7.13 Duties of Treasurer. The Treasurer will report directly to the President. The Treasurer will be the chief financial officer of the Booster club and shall have charge and custody of and be responsible for all funds and securities of the Booster Club, deposit all such moneys in the name of the Booster Club in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws, make disbursements as authorized by the President or the Board, reconcile all bank statements, assure that all checks are signed by appropriate officers, prepare an annual budget in coordination with the Board, submit financial records annually for an audit by a Board-appointed auditing committee or independent auditor if so authorized by the Board, prepare and file an annual club tax return (Form 990) with the IRS if required by law, submit all Texas sales tax reports to the Texas Comptroller of Public Accounts if and when required by law and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board. The Treasurer will be a voting member of the Board and an ex-officio member of all fundraising committees. The Treasurer is authorized to sign all checks. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall reasonably determine. The Treasurer shall present a statement of account at every meeting of the Booster Club and at other times when requested by the Board. Section 7.14 Duties for All Officers. All officers shall use their best efforts to attend all meetings of the members and the Board and shall deliver to their successors all official materials within fifteen (15) days following the date at which their successors assume their duties. All outgoing officers and chairpersons are responsible for the orientation for the incoming persons to their position. ARTICLE VIII STANDING AND SPECIAL COMMITTEES Bylaws of The Goal Den - Page 8 of 18

9 Section 8.1 Creation of Committees. The Board may create such standing and special committees as it deems necessary to carry on the work of the Booster Club. The President shall be an ex-officio member of all committees. Section 8.2 Qualifications for Committee Chairs and Membership. Unless otherwise approved by the Board, each chairperson of a committee must be a member of the Booster Club and the parent or guardian of an active player or past player on the Plano West varsity or junior varsity girls soccer team. All members in good standing may volunteer to serve on one or more committees. Section 8.3 Terms of Chairpersons and Vacancies. Each appointed committee chairperson will serve in that capacity for the current academic year. Any vacancy in any chairmanship shall be filled by the by the President with Board approval. Section 8.4 Quorum; Manner of Acting. For each committee, a majority of such committee s members shall constitute a quorum, and the act of the majority of the members of such committee present at a meeting at which a quorum is present shall be the act of such committee. Section 8.5 Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board. Section 8.5 Duties. Any chairperson of a committee that is not already a Director may be invited to attend each meeting of the Board and may be called upon by the President to give a report of the committee to the Board. The chairperson of each committee will inform the Board of a plan of work, including anticipated costs, for approval before any work or financial obligations are made. All activities, schedules, events and purchases directly involving the Soccer Program and players are subject to final approval of the varsity coach of the Soccer Program and must comply with UIL rules, including the UIL Guidelines. ARTICLE IX FINANCES Section 9.1 Financial Records. The Booster Club shall keep such books of account and financial records as shall be sufficient to establish the items of gross income, receipts and disbursements of the Booster Club. Such books of account and records shall at all reasonable times be open to inspection by members of the Booster Club. See Section 9.9 regarding record retention. Section 9.2 Operating Funds and Banking. The Booster Club s operating funds shall be maintained at such banks, trust companies or other depositories as the Board may select. The Treasurer shall deposit all funds of the Booster Club in such account(s) and shall make such disbursements as authorized by the Board and in accordance with the Budget adopted by the Board. All deposits and disbursements shall be made as soon as practicable upon receipt of funds and requests for payments. Section 9.3 Financial Reports. The Treasurer will present a financial report (oral or in writing) at each meeting of the Board and will prepare a final written report at the close of the academic year in accordance with the financial policies of the Booster Club to be presented at the Annual Meeting of the Board (such final report may be the balance sheet and income statement of the Booster Club). If the Treasurer will be unable to attend any meeting where a financial report is to be given, the Treasurer will submit a written report to the President for presentation at such meeting. Bylaws of The Goal Den - Page 9 of 18

10 Section 9.4 Budget. The Board shall approve a budget of the anticipated revenue and expenses for the upcoming academic year. The proposed budget shall be approved by a majority vote of the Board. Such budget shall be used to guide the activities of Booster Club during the year, including serving as approval for anticipated expenditures. Section 9.5 Contracts. The Board may authorize the President, Secretary or any other officer of the Booster Club to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Booster Club, and such authority may be general or confined to specific instances. Section 9.6 Loans. No loans shall be made by the Booster Club to any Director, officer or member. Section 9.7 Fiscal Year. The fiscal/operational year for the Booster Club shall be from June 1 to May 31 but may be changed by resolution of the Board and applicable law. Section 9.8 Financial Controls. To ensure the integrity of its funds and financial operations, the following financial controls shall apply to the Booster Club s finances: (a) All expenses must be approved by the Board by way of approval of an annual budget or amendments thereto or be approved by separate resolution of the Board, and more specifically any expenditure in excess of $ which was not already previously approved as part of the annual budget will require Board approval; (b) All Booster Club checks must be signed by the Treasurer and one additional authorized signatory. The President and 1 st Vice President are additional authorized signers of checks and will be on the current signature card at the bank. Signature cards will be updated as new officers assume their positions. (c) The existing Treasurer will remain in charge of the financial records and accounts until the books are closed and handed over to the newly elected Treasurer. (d) Reimbursements of approved expenditures will be given after completing and submitting a request for funds form (as developed by the Treasurer) and returning it with all original receipts, to the Treasurer within sixty days of the expenditure. The Treasurer will reimburse the purchaser by check for the approved amount. An original receipt must be provided by an individual or entity to the Treasurer before the Booster Club will provide any reimbursement. (e) An officer or other member without check signing authority will be mailed all bank statements for review and after such review shall deliver such bank statements back to the Treasurer for retention in the financial records of the Booster Club. (f) If required by the Board, competitive bidding should occur for all booster club services and purchases. Wherever possible, more than one bid should be obtained. The Board may at any time adopt additional appropriate financial controls as it deems necessary to preserve the integrity of the funds and financial operations of the Booster Club. Bylaws of The Goal Den - Page 10 of 18

11 Section 9.9 Record Retention. All records of the Booster Club shall be maintained and destroyed in accordance with applicable law and the following record retention guidelines: RECORD HOW TO STORE PERIOD OF RETENTION Contracts Compile and file in Treasurer s Records Four years after expiration of contract Corporate Records (Certificate, Corporate Record Book Permanent Bylaws, minutes, etc.) Year-end Financial Report Corporate Record Book Permanent Bank statements, check registers, invoices, receipts, tax returns, sales tax reports and other Compile and file in Treasurer s records Seven Years. Store with financial records. Destroy after seven years. financial records All other records As determined by the Board Three years. Section 9.10 Conflicts of Interest. (a) Existence of Conflict; Disclosure. Directors and officers of the Booster Club 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 Booster Club. A conflict of interest may exist when the direct, personal, financial or other interest(s) of any Director or officer competes or appears to compete with the interests of the Booster Club. If any such conflict of interest arises, the interested party shall call it to the attention of the Board for resolution. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Board, excluding the person who is the subject of the possible conflict. (b) Nonparticipation in Vote. The officer or Director who has a conflict of interest shall not participate in the final deliberation or decision regarding the matter under consideration and shall not be present when the Board is discussing the matter; provided, however, the officer or Director may be permitted to provide the Board with any relevant information on the matter. (c) Minutes of Meeting. The minutes of the meeting of the 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. (d) by the Board. Periodic Review. This conflict of interest policy shall be reviewed periodically ARTICLE X AMENDMENTS Section 10.1 Amendments to Bylaws. These Bylaws may be amended or repealed, or new bylaws may be adopted, at any meeting of the Board by the affirmative vote of a majority of all of the Directors, provided notice of the proposed amendment, repeal or adoption be contained in the notice of such meeting; and provided further, that the foregoing notice requirement shall not prohibit the Board from adopting the proposed amendment, effecting the proposed repeal or adopting the proposed new bylaws, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting. Bylaws of The Goal Den - Page 11 of 18

12 Section 10.2 Amendments to Certificate. The Certificate of the Booster Club may be amended as follows: (a) the Board shall adopt a resolution specifying the proposed amendment and directing that the amendment be submitted to the a vote of the members at the annual meeting or special meeting of the members; (b) written notice containing the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each member in accordance with these Bylaws; and (c) the proposed amendment shall be approved by the affirmative vote of a majority of the members present in person or by proxy at the meeting (at which a quorum in is present) at which the amendment is submitted for vote and. ARTICLE XI GENERAL PROVISIONS Section 11.1 Manner of Giving Notice. Whenever, under the provisions of any statute, the Certificate or these Bylaws, notice is required to be given to any Director, member of the Booster Club or any other person, and no provision is made as to how such notice shall be given, it shall not be construed to require personal notice, but any such notice may be given in writing by hand delivery, by facsimile transmission, by electronic mail or other form of electronic communication if permitted by the TBOC, or by mail, postage prepaid, addressed to such Director, member or other person at such person's address as it appears on the records of the Booster Club. Any notice required or permitted to be given by mail shall be deemed to be delivered three (3) days after the time when the same shall be deposited in the United States mails. Any notice required or permitted to be given by facsimile transmission or electronic mail or other form of electronic communication shall be deemed to be given upon successful transmission of such facsimile or electronic mail or other form of electronic communication. Section 11.2 Waiver of Notice. Whenever any notice is required to be given to any Director or member of the Booster Club under the provisions of any statute, the Certificate or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting constitutes waiver of notice unless the attendance as such meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Section 11.3 Conflicts. These Bylaws are adopted subject to the Certificate. Whenever these Bylaws may conflict with the Certificate, such conflict shall be resolved in favor of the Certificate. Whenever these Bylaws may conflict with any non-waivable provision of the TBOC or any other applicable law, such conflict shall be resolved in favor of the non-waivable provision of the TBOC or any other applicable law. Section 11.4 Invalid Provisions. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby. ************ Bylaws of The Goal Den - Page 12 of 18

13 The undersigned, being the duly elected and qualifying Secretary of the Booster Club, hereby certifies that the foregoing Bylaws of the Booster Club were duly adopted by the Board of Directors of the Booster Club in accordance with the Certificate effective, TERRI MURRAY, Secretary Bylaws of The Goal Den - Page 13 of 18

14 EXHBIT A THE GOAL DEN BOARD OF DIRECTORS CODE OF CONDUCT As a member of Board of Directors of The Goal Den and thus, a representative of the Plano West High Schools Girls Soccer Team, I agree to support the following Code of Conduct. I will: Attend all scheduled board meetings. In the event it is necessary to miss a meeting, the President will be advised. Respect the confidentiality of all board meetings. Commit to the hours necessary to be an effective member of the Board of Directors and handle responsibilities as assigned. Keep the best interests of the Booster Club as a priority with the long-term in mind If find myself in situation where there is a conflict of interest or perceived conflict of interest, I will exclude myself from the decision making process or resign my position on the Board of Directors. I UNDERSTAND THAT A VIOLATION OF ANY PART OF THIS CODE OF CONDUCT OR ANY ACTION WHICH IS DETRIMENTAL TO THE GOAL DEN MAY RESULT IN MY REMOVAL FROM THE BOARD OF DIRECTORS AND PROHIBITION FROM PARTICIPATION IN ACTIVITIES OF THE GOAL DEN. Board Member Name (printed): Board Member Signature: Date: Bylaws of The Goal Den - Page 14 of 18

15 Role of Competition EXHIBIT B UIL BOOSTER CLUB GUIDELINES (from the UIL Parent Information Manual) Participation teaches that it is a privilege and an honor to represent one s school. Students learn to win without boasting and to lose without bitterness. Self-motivation and intellectual curiosity are essential to the best academic participants. Artistic commitment and a desire to excel are traits found in music participants. Physical training and good health habits are essential to the best athletes. Interscholastic competition is a fine way to encourage youngsters to enrich their education and expand their horizons. Leadership and citizenship experiences through interschool activities help prepare students for a useful and wholesome life. Plus, competition is fun! Superintendent Responsible for UIL Activities UIL rules are made by the member schools and include penalties to schools, school district personnel, and student participants. The superintendent is solely responsible for the entire UIL program. All activities, events, and personnel are under the jurisdiction of the superintendent. It is imperative that booster clubs recognize this authority and work within a framework prescribed by the school administration. Role of Booster Clubs Booster clubs are formed by school patrons to help enrich the school s participation in extracurricular activities. It is a violation of the UIL athletic amateur rule for booster club funds to be used for nonschool purposes. The fundraising role of booster clubs is particularly crucial in today s economic climate. The majority of activities supported by booster clubs are related to UIL activities. Since UIL rules regulate what UIL participants, sponsors, and coaches may and may not accept, it is important that booster clubs are aware of these rules. Relationship with the School The superintendent or a designee has approval authority over booster clubs and should be invited to all meetings. Booster clubs do not have authority to direct the duties of a school district employee. The schedule of contests, rules for participation, method of earning letters, and all other criteria dealing with interschool programs are under the jurisdiction of the local school administration. All meetings should be open to the public. Minutes should be taken at each meeting and kept on file at the school. School administration should keep booster clubs informed concerning all school activities. Bylaws of The Goal Den - Page 15 of 18

16 Expenditure of Funds Booster club funds shall not be used to support athletic camps, clinics, private instruction, or any activity outside of the school. Booster groups or individuals may donate money or merchandise to the school with prior approval of the administration. These kinds of donations are often made to cover the cost of commercial transportation and to cover costs for out of town meals. It would be a violation for booster groups or individuals to pay for such costs directly. To avoid violation of the UIL athletic amateur rule, money given to a school cannot be earmarked for any particular expense. Booster clubs may make recommendations, but cash or other valuable consideration must be given to the school to use at its discretion. Coaches and directors of UIL academics, athletics and fine arts may not accept a petty cash fund or a miscellaneous discretionary fund. All funds must be given to the school administrator and spent at the discretion of the school, with the approval of the school board. Coaches and directors of UIL academics, athletics and fine arts may not accept more than $500 in money, product, or service from any source in recognition of or appreciation for coaching, directing or sponsoring UIL activities. The $500 limit is cumulative for a calendar year and is not specific to any one particular gift. The district may pay a stipend (fixed at the beginning of the year) as part of the annual employment contract. Booster clubs cannot give anything to students, including awards. Check with school administrators before giving anything to a student, school sponsor or coach. Schools must give prior approval for any banquet or get together given for students. Individuals should be informed of the seriousness of violating the athletic amateur rule. The penalty to a student athlete is forfeiture of varsity athletic eligibility in the sport in which the violation occurred for one calendar year from the date of the violation. Student athletes are prohibited from accepting valuable consideration for participation in school athletics (anything that is not given or offered to the entire student body on the same basis that it is given or offered to an athlete). Valuable consideration is defined as tangible or intangible property or service, including anything that is wearable, useable or saleable. Homemade spirit signs made from paper and normal supplies a student purchases for school use may be placed on students lockers or in their yards. Trinkets and food items cannot be attached. Yard signs made of commercial quality wood, plastic, etc., must be purchased or made by the individual player s parents or returned after the season. For purposes of competing in an athletic contest the school may continue to provide meals in association with contests held away from the home school. If the school does not pay for meals, then individual parents need to purchase their own child s food. Parents may purchase anything they wish for their own child, but may not provide food or other items of valuable consideration for their child s teammates without school approval. Parties for athletes are governed by the following State Executive Committee interpretation of Section 441: Interpretation of the UIL Athletic Amateur Rule, section 441 of the UIL Constitution and Contest Rules: (a) VALUABLE CONSIDERATION SCHOOL TEAMS AND ATHLETES MAY ACCEPT: 1. Pre-Season. School athletic teams may be given pre-season meals, if approved by the school. 2. Post-Season. School athletic teams may be given post-season meals if approved by the school. Banquet favors or gifts are considered valuable consideration and are subject to the Awards and Amateur Rules if they are given to a student athlete at any time. 3. Other. If approved by the school, school athletic teams and athletes may be invited to and may attend functions where free admission is offered, or where refreshments and/or meals are served. Bylaws of The Goal Den - Page 16 of 18

17 Athletes or athletic teams may be recognized at these functions, but may not accept anything, other than food items, that is not given to all other students. (b) Additional VALUABLE CONSIDERATION THAT SCHOOL TEAMS AND ATHLETES MAY ACCEPT: Examples of additional items deemed allowable under this interpretation if approved by the school, include but are not limited to: 1. Meals, snacks or snack foods during or after practices; 2. Parties provided by parents or other students strictly for an athletic team Local school district superintendents continue to have the discretion to allow student athletes to accept small "goodie bags" that contain candy, cookies or other items that have no intrinsic value and are not considered valuable consideration. Fund Raising Funds are to be used to support school activities. To provide such funding for non-school activities would violate UIL rules and the public trust through which funds are earned. Fund raising projects are subject to state law. Non-profit status may be obtained from the IRS. Community-wide sales campaigns should be coordinated through the school administration to minimize simultaneous sales campaigns. Sales campaigns should be planned carefully to insure that the projects provide dollar value for items sold, and that most of the money raised stays at home; otherwise donations are often more rewarding than letting the major part of the money go to outside promoters. The UIL reserves the right to sell game and tournament programs and merchandise at all UIL state championship events. Booster Clubs are not allowed to sell programs or merchandise at these events. Fund raising activities should support the educational goals of the school and should not exploit students. Activities and projects should be investigated carefully before committing the school s support. Written Policies Booster clubs should develop and annually review policies to cover the following areas: How to plan and publicize meetings. Methods of financing the club; compliance with tax laws; administering funds; method of bookkeeping. Election of officers. Taking, distributing and filing minutes. Effective communication press releases, etc. Proper interaction with fine arts directors and academic and athletic coaches through the lines of authority as established by the school board. Sportsmanship code governing behavior of booster club members and fans at contests, treatment of officials, guests, judges, etc. Plans to support the school regardless of success in competition, keeping the educational goals of competition at the forefront of all policies. Bylaws of The Goal Den - Page 17 of 18