BYLAWS OF RED MOUNTAIN HIGH SCHOOL BAND BOOSTERS ARTICLE I IDENTIFICATION 1. Name. The name of the Organization is RED MOUNTAIN HIGH SCHOOL BAND BOOSTERS. 2. Association. The Red Mountain High School Band Boosters are a legal division of the Red Mountain High School Performing Arts Boosters Association(PABA), an Arizona Non Profit 501C(3)corporation. The Band Booster Bylaws are governed by the Bylaws of PABA and nothing herein shall supersede or replace the Bylaws of PABA. Furthermore, rules and/or actions not expressly prohibited to the Band Booster Organization by PABA are hereby reserved to the Band Booster Organization in accordance with Article V(3) of the PABA Bylaws. 3. Purpose. The purpose for which this Organization is organized is exclusively for charitable purposes, including the support, promotion, and advancement of the Red Mountain High School Band program, and to promote good fellowship among students, parents, faculty, and others interested in the Red Mountain High School Band program. 4, Principal Office. The Organization shall maintain its principal office at 7301 E Brown Road, City of Mesa, County of Maricopa, State of Arizona. 5. Other Offices. The Organization may also maintain offices at such other place or places within the State of Arizona, as may be designated from time to time by the Executive Board, and the business of the Organization may be transacted at such other office(s) with the same effect as that conducted at the principal office. 6. Fiscal Year. The fiscal year of the Organization shall begin on June 1 and end on May 31. 1
ARTICLE II MEMBERSHIP 1. Voting Members. A Member who has paid his or her annual dues and is a parent or legal guardian of an active band student at Red Mountain High School for the current fiscal year shall be considered a Voting Member of the Organization and shall be entitled to vote on all issues presented to the membership at the monthly or special band booster meetings. 2. Associate Members. All individuals, including but not limited to parents and guardians of band members, alumni, faculty, and other interested adult individuals, who participate in assisting in the activities of the Red Mountain High School Band Boosters, whether through active participation or through financial donation, shall be considered Associate Members of the organization. Associate Members are non-voting members. 3. Band Director. The Band Director of Red Mountain High School shall be an Associate Member only and shall not be a Voting Member with regard to any vote in any matter brought before the membership, regardless of whether the Band Director has a son or daughter who is an active band student at Red Mountain High School for the then current fiscal year. The Director shall serve in an advisory capacity to the Organization and shall be the liaison between the organization and the administrations of Mesa Public School District and Red Mountain High School and shall be responsible for ensuring that the Organization s activities are in compliance with the rules, regulations, and policies of the school. The Band Director shall assist the Organization in creating a vision for the organization in furtherance of the Organization s purpose of assisting, supporting, promoting, and advancing the Red Mountain High School Band program. 4. Voting Rights. Each Voting Member who has paid his or her dues shall be entitled to one (1) vote on each matter for which the Membership votes. 5. Election of Officers. It is not necessary to have voting rights for the election of officers which shall be held at the May Band Booster Meeting. The parent or legal guardian of an active band student at Red Mountain High School shall be entitled to one (1) vote each for the election of Officers to the Organization for the fiscal year. The parent or legal guardian of a student registered to participate in band at Red Mountain High School during the term of office shall be entitled to one (1) vote each for the election of Officers to the Organization for the fiscal year. Either verbal or written votes are allowed. Ballots will be collected and counted by two (2) members who are not seeking election as an Officer. Terms of office remain from June 1 to May 31. Office vacancies that exist or occur after the May Band Booster elections can be voted on at any meeting from June through April of the fiscal year by the Voting Members only. 2
6. Dues. Any person who wishes to become a Voting Member of the Organization shall pay such annual dues, as established by the Executive Board. Dues may be paid beginning June 1 but no later than, the October Band Booster meeting. 7. New Members. Prior to the October Band Booster meeting, any eligible individual may join the Organization as a Voting or an Associate Member for the upcoming school year. After the October Band Booster meeting, only those individuals who have a student who has become a newly registered band student at Red Mountain High School after the school year has begun, may be allowed to pay his or her annual dues in order to become a Voting Member. 8. Regular Meetings. Regular meetings of the Membership shall be held within the State of Arizona during the first week of each month, or as otherwise determined by the Executive Board from time to time. 9. Annual Meeting. An annual meeting of the Members of the Organization shall be held in accordance with Article II (5) or at such place within the State of Arizona as the Executive Board shall designate. At the annual meeting, in accordance with Article II (5) Officers shall be elected to serve for the coming fiscal year and the current members shall transact such other business as may properly be brought before the meeting. 10. Notice of Annual Meeting. Written notice of the Annual Meeting stating the place, date, and hour of the meeting shall be given by regular mail or electronic mail, or by facsimile transmittal ( Fax ), to each Member of the Organization not less than ten (10) days nor more than fifty (50) days before the date of the meeting. 11. Quorum. A majority of the Officers plus at least five (5) Voting Members shall constitute a quorum and a concurrence of those present, whether in person or other such means of communication, shall be sufficient to conduct the business of the Organization, except as may be otherwise specifically provided by statute. If a quorum shall not be present at any meeting of the Membership, the Officers then present may adjourn the meeting to another time until a quorum shall be present. 3
ARTICLE III RED MOUNTAIN BAND BOOSTER OFFICERS 1. Titles. The officers of the Band Booster Organization shall be chosen by a vote to include the parent or legal guardian of an active band student at Red Mountain High School or the parent or legal guardian of a student registered to participate in band at Red Mountain High School during the term of office and shall consist of a President, Vice President(s), a Secretary, and a Treasurer. The Voting parents may also choose one or more Assistant Secretaries and Assistant Treasurers. All officers must have a son or daughter who is an active band student at Red Mountain High School for at least one semester during the fiscal year. No more than one (1) member of a household may serve as an Officer of the Band Booster Organization during the same term. 2. Appointment of Officers. The parent or legal guardian of an active band student at Red Mountain High School or the parent or legal guardian of a student registered to participate in band at Red Mountain High School during the term of office at its Annual Meeting shall choose, by a simple majority, a President, one or more Vice Presidents, a Secretary, and a Treasurer, each of whom shall serve at the pleasure of the Band Booster parents for the fiscal year. The Voting Members at any time may appoint such other officers and agents as it shall deem necessary to hold offices at the pleasure of the Voting Members and to exercise such powers and perform such duties as shall be determined from time to time by the Voting Members. 3. Term of Office. Each officer shall serve for a term of one (1) fiscal year beginning June 1 of each year and ending May 31 of the following year. Beginning with the 2011 Band Booster Officer Elections all Officers are limited to serving no more than four (4) years as a member of the Board and shall not hold the same Office for more than two (2) consecutive terms. 4. Removal. The Voting Members may elect to remove an elected officer or Executive Board member whenever, in the judgment of the Membership, such action would be in the best interests of the organization arid the Organization s purpose. The Voting Members at any regular meeting may vote, by a simple majority of the entire Voting Membership, to remove any such director or officer. The Membership and the affected officer shall be notified by mail, electronic mail, or facsimile (FAX) at least thirty (30) days prior to the removal vote. 4
5. Vacancies. A vacancy in any office because of any officer s death, resignation, removal, disqualification, or otherwise may be filled by the Voting Members at any time. Such newly elected officers can serve for no more than two (2) full fiscal years within the same position. 6. Regular Meetings. A regular meeting of the elected officers may be held within the week prior to the regular general meeting, or as otherwise determined by the Officers, at such time and place within the State of Arizona as shall from time to time be determined by the Executive Board. 7. Powers and Duties of Officers. a. President. The President shall preside at all meetings of the Membership and the Executive Board. The President shall perform all duties pertaining to such office including, but not limited to, signing and executing all authorized deeds and conveyances, establishing dates for future events, assigning chairpersons and committees for future events, executing all contracts and agreements, or other instruments on behalf of the Organization, and shall act as operating and directing head of the Organization, subject to policies established by the Membership. He/she also serves on the Red Mountain High School Performing Arts Boosters Association Board of Directors. b. Vice President. There shall be as many Vice Presidents as shall be determined by the Voting Members from time to time, and they shall perform such duties as from time to time may be assigned to them. Any one of the Vice Presidents, as authorized by the Voting Members, shall have all the powers and perform all the duties of the President if asked by the President or in case of the absence of the President or in case of his or her temporary inability to act. In case of the permanent absence or inability of the President to act, the office shall be declared vacant by the Voting Members and a successor chosen by the Voting Members as soon as a viable candidate is nominated, accepts and is elected. He/she also serves on the Red Mountain High School Performing Arts Boosters Association Board of Directors. c. Secretary. The Secretary shall keep the minutes of all proceedings of the Membership and the minutes of any standing committees. Copies of minutes shall be submitted to the Executive Board and all Members at the next regular meeting of the Organization. The Secretary shall also attend to the giving and serving of all meeting notices and agendas for the Organization when directed by the President. The Secretary may sign with the President, in the name of the Organization, all contracts authorized by the Voting Members for the purpose of attesting to the signature of the President. The Secretary shall have charge of all books and papers as the Board may direct. The 5
Secretary shall, in general, perform all the duties incident to the office of the Secretary as directed by the Voting Members. He/she also serves on the Red Mountain High School Performing Arts Boosters Association Board of Directors. d. Treasurer. The Treasurer shall have the general custody of all of the funds and assets of the Organization. The Treasurer may endorse on behalf of the Organization for collection, checks, notes and other obligations, and shall deposit the same to the credit of the Organization in such financial institution as the Executive Board may designate. The Treasurer may sign receipts and vouchers for payments made to the Organization, and checks made by the Organization and may pay out and dispose of the same if so authorized by the Executive Board. Regular books of account shall be kept under the direction and supervision of the Treasurer and the Treasurer shall render financial statements to the President and Membership at each regular meeting of the Organization and at such other times as directed by the Board. The Treasurer shall have charge of the preparation and filing of such reports, financial statements, and returns as may be required bylaw. He or she shall give the Organization such fidelity bond as may be required, if any, and the premium therefore shall be paid by the Organization as an operating expense. He/she also serves on the Red Mountain High School Performing Arts Boosters Association Board of Directors. e. Miscellaneous Officers, Assistant Secretaries and Assistant Treasurers may be selected by the Voting Members at any meeting. They shall perform any and all duties of the Secretary and of the Treasurer, in the absence or incapacity of either, and such other duties as the Voting Members may require. No Assistant Secretary or Assistant Treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state, or city government. 8. Immunity. An officer shall be immune from civil liability and shall not be subject to suit directly or by way of contribution for any act or omission resulting in, liabilities, damages, injury or other obligations if such officer was acting in good faith and within the scope of his or her official capacity, unless such liability, damage or injury was caused by willful and wanton or grossly negligent conduct of such officer. This immunity includes the directors of the Red Mountain High School Performing Arts Boosters Association. 9. Liability. No officer shall be personally liable to the Organization or its Members for monetary damages for breach of fiduciary duty as an officer; provided, however, that this Article shall not eliminate or limit the liability of an officer for (i) any breach of the officer s duty of loyalty to the Organization or its Members; (ii) acts of omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) any transaction from which the officer derived an improper personal benefit; or (iv) any violation of Arizona Revised Statutes Section 10-6
3860 et. seq. (copy attached), regarding conflicting interest transactions. For purposes of this Article, the term officer includes a trustee or a person who serves on the Board or Membership of the Organization in an advisory capacity. The Organization may purchase errors and omissions liability insurance to cover its officers with premiums to be payable from the Organization s operating funds. This shall also include the directors of the Red Mountain High School Performing Arts Boosters Association. ARTICLE IV COMMITTEES 1. Volunteer Committees. The Executive Board and/or officers may establish regular or special committees, as the Board deems appropriate. The resolution establishing a regular or special committee shall set forth its powers and duties. In the discretion of the Board, persons serving on a regular or special committee need not be Board members or Voting Members; however, it is recommended but not required that at least one Officer be a member on each committee. The chairperson or other designated member of each committee shall attend the regular meetings of the Membership of the Organization to report on the previous and upcoming activities of such committee. In addition, each chairperson or other designated member of each committee and each revenue-generating activity shall keep records and signed receipts, which shall be provided to the Treasurer of the Organization. 2. Approval for Fund-Raising Projects. All activities, fund-raisers, and other projects to be undertaken by the Organization shall be subject to the rules, regulations and policies of the Mesa Public School District, Red Mountain High School, the Red Mountain High School Performing Arts Boosters Association, and the State of Arizona. ARTICLE V FINANCIAL ACCOUNTABILITY 1. Annual Budget. The Band Booster Board shall be responsible for the preparation of the annual budget which shall be presented to the Membership of the Organization for vote, approval, and adoption within thirty (30) days prior to the end of the fiscal year. No funds shall be disbursed or committed beyond funds on hand. 2. Expenditures. The Board shall have the power to expend and disburse from the Band Booster account for line item sums not to exceed the amount already approved in the annual budget. All requests for expenditures and disbursements from the Band Booster account in excess of those amounts already approved shall require the approval of Voting Members at the next regular meeting or by a special email meeting. In the event of an emergency the majority of the Board must be in agreement for any required expenditures up to two-hundred ($200.00) dollars as long as said expenditures 7
are submitted in writing with receipts and subsequently reported at the next scheduled Booster meeting for approval by the Voting Members. 3. Distribution of Student-Raised Band Funds. Student-Raised Funds are defined as shared funds raised by band students in cooperation with the Band Boosters [such as, but not limited to, Outback Concert & Dinner, Car Washes, Movie events, Cookie Dough or Candle sales, or any other Band Booster sponsored fund-raising event.] DISTRIBUTION GUIDELINES a. Each event in which a determination has been made that funds raised by band students are to be shared with Band Boosters, the determination of the funds distribution will be made and approved by the Band Boosters prior to the fund-raising event. b. If no determination is made prior to the event, the funds will be divided evenly between the Band Boosters and the students involved with each student receiving a proportionate share based on revenue produced. c. Funds subject to distribution will be the net surplus after expense. d. Distributed funds are for the individual student s account and may not be shared with or given to another student while the individual student is a member of the band without the express written parental consent of the owning band student. The parent of the sharing band student must notify the Treasurer of the Band Boosters, in writing, via the official Student-Raised Fund Transfer Request form that includes the following information: 1) Name of providing student, 2) Name of receiving student, 3) Specific reason for the requested shared distribution, 4) The requested amount of distribution and 5) Signatures of the related parents/legal guardians of both students. e. Funds in the student account may only be used for school bandrelated expenses such as travel, performance apparel, competition fees and musical instrument repairs or supplies required during the school year. No cash may be withdrawn from the student account for any other expense. All requests for individual student account reimbursements or disbursements other than those direct expenditures required to support a band trip, must be submitted to the Booster Treasurer via the official Distribution Request form with the supporting receipt attached. The Treasurer will then review the submitted requests with the Board and respond to the requestor within thirty (30) days of notice. f. Upon leaving the Red Mountain High School band program (through graduation or not enrolling in band for over one semester) remaining funds in the student s account may be transferred only under the following conditions: 1) The roll-over of Student-Raised funds can only be transferred to a member of the student s immediate household (sibling or other legally placed child), 2) The student receiving the funds must be a current member of Red Mountain High School bands or an incoming student who has registered for a Red Mountain High School band class, 3) The parent/legal guardian of the exiting band student must notify the Treasurer of the Band Boosters, in writing, via the official Student-Raised Fund Transfer Request form that includes the following: a) Name of exiting 8
student, b) Name of receiving band student, c) copy of the official class registration of the incoming sibling, and d) signature of the parent/guardian of both students. g. Written notification must be made prior to graduation or if not graduating, within fourteen (14) days after the beginning of the second consecutive semester the student does not enroll in and attend a band class. Should the student withdraw from band during said semester the student has fourteen (14) days to request the transfer from the date of the withdrawal. h. The amount of remaining Student-Raised funds must be at least twenty ($20) in order to be eligible for transfer. If any of the above conditions can not be met, the funds will be forfeited and will become part of the general fund of the Band Boosters. In no case will funds be held longer than one semester. i. Exceptions are neither expected nor allowed. j. These guidelines, except transfer of funds, take effect retroactively to past years and may be modified only for future years; they may not be changed during a school year. 4. Bank Account Signatories. Only the current officers of the Organization shall be authorized and permitted to sign checks drawn on any Organization bank account. Bank signature card(s) must be updated within two weeks of the beginning of the then current fiscal year or as needed. Any and all checks issued by the Organization for any and all expenditures must be signed by at least two (2) officers. 5. Records. The Treasurer shall keep accurate records of all receipts and disbursements of the Organization. Each activity of the Organization shall be listed separately along with a complete record of all funds due to the Organization. The financial records shall be reviewed annually (preferably within one (1) month following the close of the Organization s fiscal year) by the Audit Committee. 6. Financial Statements. The Treasurer shall provide four (4) types of financial statements to the Membership of the Organization, as follows: a. Monthly Income and Expense Statement, and Balance Sheet. The Treasurer shall present a quarterly income and expense statement, and balance sheet at a regular meeting of the Membership. This report shall summarize the activity of each Band Booster account since the previous quarter. This report must also be submitted to the Red Mountain High School Performing Arts Boosters Association. b. Monthly Bank Reconciliation. A monthly bank reconciliation report shall be completed by the Treasurer and be available upon request. c. Annual Financial Statement. An annual financial statement (Balance Sheet and an Income and Expense Statement) shall be prepared by the outgoing Treasurer and Officers which shall contain financial information through the end of February of the current year, no later than the last day of February and submitted to the 9
Red Mountain High Performing Arts Booster Association (to be submitted to the Arizona Corporation Commission as a part of its Annual Report by its April 2 due date). Another financial statement shall be prepared by the out-going Treasurer and Officers which shall contain financial information (a Balance Sheet and an Income and Expense Statement) through the end of the fiscal year and shall be presented to the incoming Treasurer and Officers within one month of the fiscal year close. d. Annual Report. An Annual Report shall be prepared by the Treasurer at of the end of the Organization s fiscal year. The Annual Report will be fully reviewed by an independent Audit Committee and the final Annual Report shall be presented to the Membership of the Organization no later than the third regular meeting of the Membership following the fiscal year. This report must also be sent to the Red Mountain High School Performing Arts Boosters Association 7. Audit Committee, An Audit Committee shall be appointed by the majority of the Officers and shall be ratified by the Voting Membership. This committee shall be comprised of three (3) to five (5) Voting band parents who do not currently hold any Officer position or have served within any Booster fiscal review within the last eighteen (18) months. The appointed Committee shall review the Organization s financial records annually, or more frequently, as determined by the Officers or as requested by the Membership, and shall prepare a report to the Membership. ARTICLE VII RENEWAL OR REVISION These Bylaws may be renewed or revised at any time during the fiscal year by the Officers after thirty (30) days notice to the Voting Members and the affirmative vote of at least a quorum according to Article II (11) of the Voting Members. Voting Members' objections to the renewal or revision of these Bylaws must be submitted in writing within the thirty (30) day time period in order to be considered and if more than fifty (50%) percent of the Voting Members object to the renewal or revision within those thirty (30) days the process as indicated above must be repeated. 10
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Arizona State Legislature Revised Statutes http://www.azleg.state.az.us/arizonarevisedstatutes.asp?title=10 10-3860. Definitions In this article, unless the context otherwise requires: 1. "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest if either: (a) Whether or not the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that the director or a related person either: (i) Is a party to the transaction. (ii) Has a beneficial financial interest in or is so closely linked to the transaction and of such financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director s judgment if he were called on to vote on the transaction. (b) The transaction is brought or is of such character and significance to the corporation that it would in the normal course be brought before the board of directors of the corporation for action, and the director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial financial interest in or is so closely linked to the transaction and of such financial significance to the person that the interest would reasonably be expected to exert an influence on the director's judgment if the director were called on to vote on the transaction: (i) An entity, other than the corporation, of which the director is a director, general partner, agent or employee. (ii) A person that controls one or more of the entities specified in item (i) of this subdivision or an entity that is controlled by or is under common control with one or more of the entities specified in item (i) of this subdivision. (iii) An individual who is a general partner, principal or employer of the director. 2. "Director's conflicting interest transaction" with respect to a corporation means a transaction effected or proposed to be effected by the corporation, by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest respecting which a director of the corporation has a conflicting interest. 3. "Related person" of a director means either: (a) The spouse, or a parent or sibling of the spouse, of the director, a child, grandchild, sibling, parent or spouse of a child, grandchild, 12
sibling or parent, of the director, an individual having the same home as the director or a trust or estate of which an individual specified in this subdivision is a substantial beneficiary. (b) A trust, estate, incompetent, conservatee or minor of which the director is a fiduciary. 4. "Required disclosure" means disclosure by the director who has a conflicting interest of both: (a) The existence and nature of the conflicting interest. (b) All facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction. 5. "Time of commitment" respecting a transaction means the time when the transaction is consummated or, if made pursuant to contract, the time when the corporation, or its subsidiary or the entity in which it has a controlling interest, becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability or other damage. 13