BYLAWS HAWKS QUARTERBACK CLUB, Inc. ARTICLE I: NAME AND LOCATION Section 1. The official name of this corporation shall be the HAWKS QUARTERBACK CLUB, Inc. (herein after the Corporation ). Section 2. The official address of the Corporation shall be; Hawks Quarterback Club, Inc. P.O. Box 410452 Melbourne, FL 32941-0452 ARTICLE II: INTENT AND PURPOSE It is the intent of the Hawks Quarterback Club, Inc. to foster amateur sports competition directly associated with the Football program at the Viera High School; a public high school in Florida s Brevard County Public Schools District. The mission statement of the Corporation shall be Viera High Quarterback Club is an all-volunteer Corporation that is committed to supporting coaches, athletes, and school programs in a positive way both on and off the field. The purpose of the VHS QB Club is to promote, develop, encourage and support VHS. Our goal is to enhance a more integrated relationship among the parents, administration, faculty, coaching staff, football players, and the local community. The QB Club wants to foster and promote a spirit of unity and goodwill among its members. The Corporation shall operate exclusively for charitable purposes, with all funds directly targeting the mission of promoting school spirit, fellowship between student athletes, teachers, parents, school administration, and the local community. Primary Corporation objectives include; A. To create and maintain an enthusiastic interest in the various phases of the Viera High School football program. B. To provide leadership, manpower, moral and financial support to the football program. C. To act as an advisory Corporation to the Football Coach, always working in a cooperative manner to see that the football program is kept at its highest level of efficiency. D. To encourage the active support of other civic and school Corporations who are interested in the development and progress of youth for the purpose of further reinforcing the objectives of the Corporation. The Corporation shall be staffed by adult volunteers, including parents of the students participating in the VHS Football program, and other voluntary community members who share in the goals of the Corporation. Funds are to be generated through traditional fundraising endeavors (concession stand operations, sales of logo merchandise, sales of football programs, contributions, etc.) and no funds are to inure to the benefit of any private individual. The mission of the Corporation shall be carried out in compliance of Florida State Law, Brevard County Public School Board, and Viera High School Administration policies. The Corporation may engage in any and all other charitable activities permitted to an Corporation exempt from federal income tax under Section 501(c)(3) of the Code or corresponding future provisions of the federal tax law. To these ends, the Corporation may do and engage in any and all lawful activities that may be incidental or reasonably necessary to any of these purposes, and it shall have, and may exercise all other powers and authority now or hereafter conferred upon nonprofit corporations in the State of Florida. ARTICLE III: MEMBERSHIP AND DUES Section 1. The following are eligible for membership in the Corporation: A. Parents of present and/or former students of Viera High School. B. Faculty, Staff and Administration of Viera High School. C. Senior Citizens in the surrounding communities of Viera High School. D. Other persons interested in the growth and excellence of the Viera High School, and the Corporation.
Section 2. Membership Dues A. Annual membership dues shall be established annually by the Corporation and included in the annual operating budget of the Corporation. B. Dues paid by Corporation members to the Hawks Quarterback Club, Inc. shall be used to secure liability insurance for the Corporation. Section 3. Suspension and Expulsion. Any member whose conduct is detrimental to the best interest of the Corporation, or who willfully violate its By-Laws, the Constitution, or other rules and regulations, may be suspended or expelled from the Corporation by a majority vote of the Board of Directors of the Corporation. When such action is contemplated in the case of any member, he/she shall be entitled to receive specific charges in writing from the Board of Directors of the Corporation and shall, if he/she so desires, be afforded a hearing before the Board of Directors at the next regular Board of Directors meeting. Section 4. Resignation Any member of the Corporation may resign at any time, but such resignation shall not entitle such a member to a rebate of paid dues. ARTICLE IV: OFFICERS AND BOARD OF DIRECTORS Section 1. Officers A. The officers of the Corporation shall be President, Vice President, Treasurer, Secretary and any other officers the Board of Directors may deem necessary. Officers are eligible for re-election. B. All officers shall serve for a term of no less than 2 years and no more than 4 years without an election. An officer may hold his/her current position during this period as long as all his/her duties are being fulfilled to the satisfaction and best interests of the corporation. C. All officers shall pay their annual dues, and be in good standing with the Corporation. D. Two individuals may jointly hold an officer position. A jointly held position will be counted as one when establishing a quorum. Section 2. Board of Directors A. The Board of Directors shall consist of the President, Vice President, Treasurer, Secretary, Head Football Coach, and up to six (6) Trustees as elected by the membership. The Board of Directors shall maintain an odd number of directors for voting purposes B. The Board of Directors shall serve for a term of no less than 2 years and no more than 4 years without an election. A member of the Board of Directors may hold his/her position during this period as long as his/her duties are being fulfilled to the satisfaction and best interests of the corporation. Section 3. Compensation No officer shall be entitled to receive any salary or compensation for services performed by her/him as such Officer for the Corporation. Section 4. Election of Officers A. The Officers elected must be in good financial standing with the Corporation. B. The Officers shall be elected to serve for a term of no less than 2 years and no more than 4 years without an election. C. A call for nominations will be made by the Secretary in October-November; with elections of officers to take place in November-December. D. The newly elected officers shall assume their duties on January 1 st. E. The President shall appoint persons to chair various committees (Committee Chairpersons) of the Board if no volunteers come forward. Section 5. Vacancies
A. In the event vacancies in the Board of Directors shall occur for whatever reason, the remaining Directors shall nominate a successor or successors to serve out the remaining operating year. The successor or successors will be ratified at the next membership meeting. B. In the event of a temporary absence of the President, the Vice President shall chair the Board of Directors for the period of absence or any other person so appointed by the President. Section 6. Board Member Removal A. Board members may be removed, with or without cause, by a majority vote of the Board of Directors. Grounds for removal include but are not limited to excessive absence from meetings of the Board of Directors, conflict of interest, violation of the By-Laws or any other conduct prejudicial to the interests of the Corporation. B. For purposes of this section, excessive absence shall mean absence without exception from three or more consecutive meetings of the Board of Directors. C. Removal of a member shall not otherwise affect its membership in the corporation. ARTICLE V: POWERS AND DUTIES OF THE OFFICERS Section 1: Officers, Powers and Duties A. PRESIDENT: The President shall be the Chief Executive Officer of the Corporation. He/she shall preside at all Corporation and Board of Directors meetings and shall call such meetings, as he/she deems necessary. The President shall appoint standing committees and such committees, as he/she deems necessary shall submit his/her annual report at the annual meeting. It shall be his/her duty to exercise supervision over the activities and welfare of the Corporation and keep in constant touch with the members of the Board of Directors relative to matters of this policy. The president is the Ex-Officio member of all committees. The President may sign all certificates of membership and contracts properly entered into by the Corporation. B. VICE PRESIDENT: The Vice President shall, in the absence of or during the incapacity of the President, as determined by the Board of Directors, perform all duties and assume all responsibilities of the President until the Board of Directors shall revoke such authority. The Vice President will act as Chairman of the Facilities Committee and assist the President in oversight of the Committees. C. SECRETARY: The Secretary shall prepare and keep minutes of all Corporation and Board of Directors meetings and prepare necessary reports to the Corporation. The Secretary shall keep a roster of membership, issue notices of all meetings, and perform such other duties as may be assigned by the President and Board of Directors. D. TREASURER: The Treasurer shall be the custodian of the funds of the Corporation. The Treasurer shall receive all Corporation monies and deposit them in a financial institution approved by the Corporation. The Treasurer shall make payments for Corporation approved activities. All monies shall be used to promote the purpose of the Corporation. The Treasurer shall provide a report of funds on hand, receipts, and expenditures at each regular membership meeting of the Corporation. The Treasurer, with assistance from the Board of Directors, is responsible for preparing an annual budget, to be presented and approved no later than the April regular membership meeting. The Treasurer shall ensure that the Corporation operates within the Compliance outlined in Article II, and shall ensure timely compliance with any required Florida State and Federal financial disclosure/filing requirements. The Treasurer shall perform such other duties and exercise such powers as the President may assign. E. BOARD OF DIRECTORS: The Board of Directors shall have the power to act for the members at all times, except during general meetings of the Corporation. All Board action must be ratified as required in Article VI Section 3 (Quorum). ARTICLE VI: MEETINGS Section 1. General Meetings A. The Corporation s general membership meeting shall be held once a month, during the football season. A special meeting may be convened at any time at the discretion of the President, provided that members are given at least 48 hours notice. Meetings of the membership shall be held at VIERA HIGH SCHOOL, 6103 Stadium
Parkway, Melbourne, Florida 32940, or at any other location that may, from time to time, be designated by the President or Board of Directors. B. The Board of Directors shall meet as deemed necessary by the Board to provide direction and guidance for operating the Corporation and special Corporation activities. Section 2. Special Meetings Special meetings of the Board of Directors may be held at any time upon the call of any Officer by oral, telegraphic or written notice, duly served on or sent or mailed to each Director. Section 3. Voting A. Only members in good standing with the Hawks Quarterback Club, Inc. and have paid their annual Corporation dues may vote at meetings. B. A motion shall be carried by a plurality of votes. C. Quorum: A majority of the Board of Directors in good standing and present at the general membership meeting shall constitute a quorum for transacting any business of the Corporation. D. Rules of Order: Robert s Rules of Order Newly Revised shall govern the Corporation in all cases in which they are applicable and in which they are not in conflict with these By-Laws. ARTICLE VII: COMMITTEES AND DUTIES Section 1. Standing Committees The President, with the aid of the Board of Directors, shall appoint to, but not limited to, the following standing committees from members of the Corporation: A. Alumni Membership Maintain a list of names, addresses and telephone numbers of all Alumni Members. Maintain communication between the Corporation and Alumni Members as directed by the Board of Directors. B. Golf Tournament Organize and plan the successful implementation of the annual Fundraising Golf Tournament. C. Concessions Organize and plan the successful operations of the concession during all home VHS Football games. D. Banquet Committee Organize and plan the successful implementation of the annual end of season banquet. E. Football Program Production Organize and plan the successful production of the annual VHS Football Program. F. Football Program Sales Organize and plan the successful advertisement sales, and distribution/sales of the annual VHS Football Program. G. Scholarships Organize and plan the distribution of the available scholarship monies. Depending upon scholarship targeted donations, a minimum of two scholarships are to be awarded to graduating VHS football players each year by the Corporation. The Board of Directors shall determine the value of the scholarships. H. Special Events Organize and plan the successful implementation of special events throughout the year. I. Logo Merchandise Sales Organize and plan the successful production and sales of VHS Football Logo merchandise. J. Meals Committee. Duties shall include purchase or preparation and serving of game day meals and drinks as required by the coach. K. Publicity Committee. Whose duty it shall be to publicize to the public, through the media of the press, radio, TV, handouts and other advertising. L. Fundraising Committee. Provide ways to raise monies in order that the Corporation has the means to better support the total Corporation program. New Standing Committees may be formed, or existing Standing Committees modified or deleted, at the President s discretion to facilitate the execution of corporation s activities. Members of Standing Committees must be members of the corporation. Section 2: Special Committees Special Committees may be appointed by the President with the approval of the membership, which shall designate their powers and the term of each committee appointment.
ARTICLE VIII: CONTROL OF RECORDS Section 1. Control of Records A. All records other than financial in nature shall be maintained by the Secretary in an orderly manner. B. All financial records shall be in control of the Treasurer ARTICLE IX: CONTROL OF FINANCES Section 1. Fiscal Year The fiscal year shall run from January 1 to December 31. The financial records shall be independently reviewed annually. The President shall appoint an independent party to review the records and shall present the results within one (1) month following the fiscal year. Section 2. Authorized Signatures The Corporation s bank account will have four authorized signers the President, Vice President, Secretary and Treasurer. Section 3. Approval of Expenditures A. For unbudgeted items, a majority vote of quorum of the Board of Directors shall be required to approve the expenditures of Corporation monies exceeding $500.00 during any period between its regular meetings. B. The Treasurer shall be notified prior to and provided proper receipts, within 15 (fifteen) days of any expenditure, prior to the reimbursement of such expenses and shall be accounted for at the next regular meeting of the Board. C. The President (or a designee) shall review the club finances monthly. The monthly bank statement should be compared to the checkbook transactions for the same period and properly reconciled. D. The Viera High School Head Football coach may make requests to the Board of Directors for expenditure of funds consistent with the purpose of the Corporation. These requests shall be made to the Board of Directors for consideration. E. It is recommended that the Corporation maintain a minimum carry-over amount of $1,000 (one thousand dollars) at the end of each fiscal year to help with start up expenses for the following year. F. No Board Officer may sign a check when they are the payee. G. No check shall be made out to Cash Section 4. Dissolution of the Corporation Upon the dissolution of the corporation, 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 tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose. ARTICLE X: INDEMNIFICATION The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person. This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal. ARTICLE XI: AMENDMENTS A. The Bi-Laws shall be reviewed annually by the BOARD OF DIRECTORS and amended as required. B. Any proposed amendment to the BY-LAWS will be presented in writing to the BOARD OF DIRECTORS. Proposed amendments will be discussed by the BOARD OF DIRECTORS and presented to the membership at the next called General Meeting of the corporation. There shall be at least a two week interval between this presentation and the voting of the proposed amendments. C. Amendments to the BY-LAWS shall be approved by a majority of the members of the BOARD OF DIRECTORS. The President shall lead the discussion following the procedures heretofore outlined in Article VI, Sections 3. IN WITNESS WHEREOF, these bylaws were approved by a majority of members of the Board of Directors and on this 2 nd day of April, 2013. Approved by Board Members April 2, 2013: Steven Kutcher President Lindsay McCloud Vice President Rose Kutcher Secretary Tracey Post Treasurer Kevin Mays Head Football Coach Erica Mays Trustee James Hartnett Trustee David Singletary Trustee