WEST LAUDERDALE TOUCHDOWN CLUB, INC. BY-LAWS

Adopted August xx, 2009 WEST LAUDERDALE TOUCHDOWN CLUB, INC. BY-LAWS ARTICLE I DEFINITIONS Club - shall mean and refer to the West Lauderdale Touchdown Club, Inc. WLTC shall mean and refer to the West Lauderdale Touchdown Club, Inc. Board - shall mean and refer to the Board of Directors of the West Lauderdale Touchdown Club, Inc. Staff - shall mean and refer to the West Lauderdale High School Head Football Coach and Assistant Football Coach(s). Team - shall mean and refer to any group assembled by the Athletic Director/Head Coach either as a class, team or as a school sponsored activity. Parent - shall mean the legal guardian of any child who is enrolled with the West Lauderdale School District. School - shall mean as defined as the West Lauderdale High School, Middle School or Elementary School as applicable. Member - shall mean any person that has paid membership dues for that fiscal year as defined in Article VI; Membership and Dues as outlined below. ARTICLE II NAME The name of this organization shall be WEST LAUDERDALE TOUCHDOWN CLUB, Inc. ARTICLE III PURPOSE and OBJECTIVES Section 1. The West Lauderdale Touchdown Club, Inc. is a non-profit, charitable volunteer based organization which is dedicated to the long-term development of youth sports and team activities and committed to providing support the Football Teams at West Lauderdale High School including Junior Varsity, Junior High and Pee Wee leagues and dedicated to achieving the following objectives: 1) Promote a closer relationship between the parents, students and staff in an atmosphere of mutual cooperation, support and respect. 2) Provide support to the school and its staff so they will have the greatest opportunity to help our youth achieve their academic and physical goals. 3) Encourage a high level of achievement for the Team and its members without losing focus that it is the development of the youth that is the primary goal of any educational and athletic program. 4) Provide resources, both human and financial to Team activities. 5) Promote and recognize the Team and the student s accomplishments. ARTICLE IV METHODS Section 1 - The Club shall strive to achieve the objectives of the Club by assisting in logistics and providing support through projects and contributions. Section 2 - The organization shall be noncommercial, nonsectarian and nonpartisan. Page 1 of 8

Section 3 - The organization shall not directly or indirectly participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office. Section 4 - No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, directors, officers or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered. ARTICLE V. FEDERAL INCOME TAX EXEMPTION UNDER SECTION 501(C)(3) (CHARITABLE STATUS) Section 1. The West Lauderdale Touchdown Club, Inc. is a subordinate member of Parent Booster USA, Inc. and as a result is recognized by the Internal Revenue Service as tax-exempt under section 501(c)(3) of the Internal Revenue Code. Membership in Parent Booster USA must be renewed annually to maintain taxexempt status. Parent Booster USA, Inc. is a North Carolina nonprofit corporation recognized by the IRS as tax-exempt under section 501(c)(3) of the Internal Revenue Code. Parent Booster USA, Inc. also has been issued a group exemption letter by the IRS that recognizes Parent Booster USA s subordinate organization members as tax-exempt under section 501(c)(3). Parent Booster USA annually provides the IRS with an updated list of its subordinate organizations in good standing. Subordinate organizations in good-standing are provided with this certificate to confirm their federal tax-exempt status. Section 2. The WLTC is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Section 3. No part of the net earnings of the WLTC shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the WLTC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the WLTC shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the WLTC shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Section 4. Upon the dissolution of the WLTC, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the WLTC 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. Page 2 of 8

ARTICLE VI MEMBERSHIP AND DUES Section 1 - All persons who are the age of eighteen who are bona fide residents of West Lauderdale School District or directly related to a registered student and who are interested in the promotion of school s athletic activities shall be eligible for membership in the Club. Section 2 All membership shall be subject to such dues, rules and regulations as may be prescribed by the Club in its constitution and/or by-laws. Section 3 Violation of any provision of these by-laws made in pursuance thereof shall subject such member to be expelled from the Club. Expulsion is initiated by written letter to be received by the President no less than ten days prior to a regularly scheduled board meeting. The expulsion must be confirmed by twothirds of the voting board. Section 4 - Staff, as defined in Article I, will have honorary membership in the Club. Section 5 Members will be eligible to benefit from their participation in the Club as directed by the board of directors in matters of merchandise provided through the Club and/or drawings for items as directed by the sponsoring corporation. ARTICLE VII BOARD OF DIRECTORS Section 1. General Powers - The property, affairs and business of the Corporation shall be managed and controlled and all corporate powers shall be exercised by or under the authority of the Board of Directors. Section 2. The Board of Directors of the Corporation shall consist of fifteen (15) directors who must be members in good standing with the Club. The school s Head Football Coach will serve on the Board of Directors ex-officio as a non-voting member. The initial Board of Directors took office and was confirmed at a meeting of the corporation in March 2008. Directors will serve a maximum of three consecutive years unless he/she dies, resigns or is removed from office, with the exception of the initial board whose terms will be staggered to allow the replacement cycle to begin. The Board of Directors will be the nominating authority for the replacement of board members. Nominees for vacant board positions will be presented and confirmed by a majority vote at the annual meeting of the corporation. A minimum of three board members shall roll off the board each year. It shall be the Board of Director s responsibility to determine which members will roll off each year. It is the intent of these by-laws for the Board of Directors to consist of a balance of members that represent all age groups of students from the 3 rd grade through seniors. In order to accomplish this, nominees to serve on the Board of Directors will be considered based on the age group they represent and the needs of the Board at the time of nomination. Section 3 - The Board of Directors may hold its meetings either within or without Lauderdale County, MS. The meetings of the Board of Directors shall be held at such time and place as set forth by the Board of Directors, and shall occur at least once per quarter year. The Board of Directors shall meet for the purposes set forth in these Bylaws and for the transaction of such other business as may come before the Board. Members of the corporation may request to meet with the Board to address certain issues. The Board has the authority to govern the time limit for discussion of special business. Page 3 of 8

Section 4 - Except as otherwise provided by law, the Certificate of Incorporation or Bylaws of the Corporation, eight members of the Board of Directors at the time in office shall constitute a quorum for the transaction of business. If there shall be less than a quorum present at any meeting of the Board of Directors, a majority of those present may adjourn the meeting from time to time by an announcement there at, and the meeting may be held as adjourned without further notice. Section 5 - Except as otherwise provided by law, the Certificate of Incorporation or the Bylaws of the Corporation, the affirmative vote of a majority of the directors at any meeting at which a quorum is present shall decide any question brought before such meeting. Section 6 - Vacancies among directors and newly created directorships shall be filled by vote of the Board of Directors. A director so elected shall hold office until the next annual meeting of the corporation, regardless of the time remaining in the vacated term, and/or until his successor is duly elected and qualified. Section 7 - Any director may be removed at any time for cause by a 2/3 majority vote of the Board of Directors at any meeting. Cause for removal from the Board shall include, but not be limited to, negligence, misappropriation of funds, failure to attend Board meetings and misconduct. Should a Board Member be removed, that position shall be filled in accordance with Article VI, Section 6, as set forth above. Section 8 - Immediate past presidents of the Club shall hold an ex-officio position on the Board for a period of two (2) years. Article VIII. Officers of the Board of Directors Section 1 - Officers The officers of the Corporation shall be a President, Vice-President, a Treasurer, a Secretary, and such other officers as may be elected or appointed in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers as it shall deem desirable. Each officer of the Corporation shall have such authority, shall perform such duties and shall hold office for such term as may be prescribed by the Bylaws or by the Board of Directors. No person may hold two or more offices at one time. Section 2 - Election and Term of Office The officers of the Board of Directors shall be elected annually at the first regular board meeting after the annual meeting of the corporation. New offices may be created and filled by the Board of Directors. Each officer shall hold office until the next annual meeting of the Corporation and until his successor shall have been elected and qualified. An officer of the Corporation may not hold the same office for more than three consecutive terms. Section 3 - President The President shall be the chief executive officer of the corporation and, subject to the provisions by the Bylaws and to the direction of the Board of Directors, shall have the general management and control of the affairs of the Corporation, shall preside at all meetings of the Board of Directors, and shall perform all other duties and enjoy all other powers commonly incident to his office or which may be prescribed by the Board of Directors or which are or may at any time be authorized or required by law. Section 4 - Vice-President The Vice-President shall perform such duties as from time to time may be assigned to him by the Board of Directors. In the absence of the President or in the event of his inability to act, the Vice-President so designated by the Board of Directors shall perform the duties of the President, and when so acting, shall have all the powers or and be subject to all of the restrictions upon the President. Page 4 of 8

Section 5 - Treasurer Subject to the direction of the Board of Directors, The Treasurer shall have charge and custody of and shall receive and disburse the funds of the Corporation. When necessary or proper, he shall endorse on behalf of the Corporation for collection checks, notes and other obligations, and shall deposit all funds of the Corporation in such banks or other depositories as may be designated by the Board of Directors. Subject to the direction of the Board of Directors, he shall perform all other duties and enjoy all other powers commonly incident to his office or as from time to time may be assigned to him by the Board of Directors. In the absence of the Treasurer or in the event of his inability to act, the President may appoint an Assistant Treasurer. Section 6 - Secretary The Secretary shall keep the minutes of the meetings of the Board of Directors and shall be responsible for the custody of all such minutes. Subject to the direction of the Board of Directors, the Secretary shall have custody of the documents of the Corporation. He shall give notice of meetings and, subject to the direction of the Board of Directors, shall perform all other duties and enjoy all other powers commonly incident to his office or as may from time to time be assigned to him by the Board of Directors. In the absence of the Secretary or in the event of his inability to act, the President may appoint an Assistant Secretary to act temporarily in his place. Article IX. Resignations, Removals, and Vacancies Section 1 - Any director, officer, employee, or agent of the Corporation may resign at any time by giving written notice to the Board of Directors, to the President or to the Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make if effective unless otherwise provided therein. Section 2 - Any officer, employee, or agent of the Corporation may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. Section 3 - Any vacancy in the office of any officer arising from death, resignation, removal, or other cause may be filled at any time by the Board of Directors at any meeting. The officer so elected shall hold office for the remainder of the vacant term. Article X. Special Committees Section 1 - The Board of Directors may from time to time designate and appoint one or more special committees with such powers and duties as the Board of Directors may determine. At least one of each such committee may be a member of the Board of Directors. Such committee may have as advisors persons who are not directors, officers or employees of the Corporation. Committee chairmen will be appointed by the Board of Directors. Committee chairmen will appoint or select members of their committee subject to the discretion of the Board of Directors. Such committees may be but not limited to membership committee, fundraiser committee, publicity committee, nominating committee, audit committee, concessions committee. ARTICLE XI CLUB MEETINGS Section 1 The annual meeting of the corporation will take place on the third Thursday of January or that date as set forth by the Board of Directors. Regular meetings of the Club shall be held at least three times a year on those dates as set forth by the Board. The first meeting shall be held as soon as practical after the commencement of the school year. Members present shall constitute a quorum for the transaction of Page 5 of 8

business at any general meeting of the Club, provided due notice of the meeting has been given. For purposes of this section, due notice shall be defined as notification via web page or e-mail or letter or announcement in class. The privilege of holding office, introducing motions, discussion, and voting shall be limited to members of the Club. ARTICLE XII BUDGETING AND EXPENDITURE AUTHORITY Section 1 The Board shall have authority to allocate funds for the general operating expenses of the corporation. If additional funds become available, the board will compile a list of possible approved expenditures from members and coaching staff and present it to the membership for voting. Section 2 The Treasurer shall maintain a budget which accounts for all anticipated revenue and expenditures throughout the year. All monies received by the Club shall be turned over to the Treasurer, who shall deposit same in local depository in the West Lauderdale Touchdown Club s checking account. Deposit receipts shall be obtained by the Treasurer and permanently retained as part of the Club s financial records. Section 3 No unbudgeted expenditures shall be made without approval of the board. Section 4 All expenditures of the Club will be paid by the Club with a check. All checks over $500 shall require approval from at least two other Board officers. All checks over $1000 shall be approved by the Board. The Treasurer shall supply the bank with a signature card with any authorized changes at the end of the Club s fiscal year. The Treasurer shall obtain monthly statements from the bank and shall retain such statements as part of the Club s financial records. Section 5 The fiscal year of the corporation shall run from January 1 st through December 31 st. Section 6 The Board of Directors and the Head Football Coach will discuss the budget for the upcoming year in January. This will maximize the time needed to ensure that every means possible will be taken to raise the necessary funds for the proposed budget. After the Board has agreed on a proposed budget, the Club membership will vote to approve the budget during the next called meeting of the Club. Section 7 All expenditures will be paid from the Club s general fund account except for special projects which may require separate accounts as directed and approved by the Board in accordance with Article VII, Section 5 above. ARTICLE XIII PARLIAMENTARY AUTHORITY Section 1 Robert s Rules of Order (Revised) shall govern this Club in all cases when applicable. Section 2 The President may appoint a Parliamentarian from the membership to rule on procedure. Article XIV. Miscellaneous Section 1 - Contracts, etc. Except as otherwise provided by law or the Bylaws, such officer or officers, employee or employees, or agent or agents of the Corporation as shall be specified by the Board of Directors shall sign, in the name and on behalf of the corporation, all deeds, bonds, contracts, leases, and other instruments or documents, the execution of which shall be authorized by the Board of Directors; and such authority may be general or confined to specific instances. Page 6 of 8

Section 2 - Checks, Drafts, etc. All checks, drafts, notes, bonds, bills of exchange or other orders, instruments or obligation for the payment of money shall be signed by such officer or officers, employee or employees, or agent or agents, of the Corporation as shall be specified by the Board of Directors. Section 3 - Notices of Waivers Thereof Whenever any notice is required by the Bylaws, by the Certificate of Incorporation or by any law to be given to any director or officer, such notice, except as otherwise provided by law, may be given personally or by telegram, cable, telephone or email, addressed to such director or officer at his or her place of business, if any, or at such address as appears in the records of the Corporation as the home address of the director officer; or the notice may be given in writing by mail, in a sealed wrapper, postage prepaid, addressed to such director or officer at either of the above addresses. Any notice given by telegram, cable, telephone or email shall be deemed to have been given when it shall have been delivered for transmission and any notice given by mail shall be deemed to have been given when it shall have been deposited in a post office, in a regularly maintained letter box or with a postal carrier. A waiver of any such notice in writing, signed by the person entitled to such notice is required, shall be deemed the equivalent thereof; and the presence without objection at any meeting of any person entitled to notice thereof shall be deemed a waiver of such notice as to such person. Section 4 - Interested Directors In the absence of fraud, no contract or transaction between the Corporation and its director or any other corporation or entity in which such director is a director or officer, or is financially interested, shall be void or voidable for this reason along or by reason that the director was present at a meeting of the board, or of a committee thereof, which approved such contract or transaction, provided that the fact of such common directorship, officership, or financial or other interest is disclosed or known to the Board or committee and that the Board or committee approves such transaction or contract by a vote sufficient for such purpose without the vote of such interested director. Such director may, however, be counted in determining the presence of a quorum at such meeting. No such contract or transaction shall be void or voidable if the fact of such common directorship, officership, or financial interest is disclosed or known to the directors entitled to vote and the contract or transaction is approved by note of the Board of Directors. Section 5 - Limitation of Liability and Indemnity A. Liability No person shall be liable to the corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as an officer, director, or employee of the corporation is such person (a) exercised and used the same degree of care and skill as a prudent person would have exercised and used under the circumstances and in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the corporation or upon statements made or confirmation furnished by officers or employees of the corporation which he had reasonable grounds to believe. The foregoing shall not be exclusive of other rights and defenses to which he may be entitled as a matter of law. B. Indemnity Each officer and director, whether or not in office, shall be held harmless and indemnified by the corporation against all claims and liabilities and all expenses reasonably incurred or imposed upon him in connection with or resulting from any action, suit or proceeding, civil or criminal, or the settlement or compromise thereof, to which he may be made party by reason of any action taken or omitted to be taken by him as a director of the corporation, in good faith, if such person, in the opinion of a court or of the Board of Directors (a) exercised and used the same degree of care and skill as a prudent person would have exercised and used under the circumstances in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the corporation or upon statements made or information furnished by officers or employees of the corporation which he had reasonable grounds to believe. Page 7 of 8

Section 6 - Books and Records -- The corporation shall keep correct and complete books and records on account and shall also keep minutes of the proceedings of its board and shall keep at the principal office a record giving the names and addresses of the directors entitled to vote. Article XV. Amendments Section 1 - The Board of Directors shall have the power to make, alter, amend or repeal the Bylaws at any duly convened meeting of the Board of Directors by the affirmative vote of a majority of the directors at any such meeting at which a quorum is present. These bylaws may also be repealed by a vote of a majority of the members at the annual meeting of the corporation, except that the members shall not have the power to change the purposes of the cooperation so as to decrease its rights and powers under the laws of the State of Mississippi or to waive any requirement or other provision for the safety and security of the property and funds of the club or its members or to deprive any member of his rights and privileges then existing. Notice of any amendment to be made by a majority of the members at an annual meeting of the corporation must be given at least ten days prior to that meeting and state the intent of the amendment in writing. Article XVI. Operating Policies Section 1 - The Board of Directors will adopt policies governing the operation of the corporation, as well as the activities sponsored and promoted by the corporation. These policies will be contained in a separate book entitled Operating Policies of the West Lauderdale Touchdown Club. and will be maintained by the Secretary. Article XVII. Certification Section 1 - As the duly elected and currently serving Secretary of the Board of Directors of the West Lauderdale Touchdown Club, a corporation existing according to the laws of the State of Mississippi, I hereby certify that the attached is a true copy of the Bylaws of West Lauderdale Touchdown Club, with all amendments thereto, as of the of, 20, having been duly adopted. BY: Date: Secretary, West Lauderdale Touchdown Club, Inc. Page 8 of 8