NIMITZ HIGH SCHOOL ORCHESTRA BOOSTER CLUB BYLAWS ARTICLE I. ORGANIZATION NAME AND ADDRESS Section 1.1. Organization Name The name of this organization will be the Nimitz High School Orchestra Booster Club, hereinafter referred to as "the Club." It is a non-profit organization under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Section 1.2. Address The principal office and place of business of said organization will be the Orchestra Room located at 100 West Oakdale Road, Irving, Texas 75060. ARTICLE II. OBJECTIVE Section 2.1. General Purpose The Club is organized to promote community and area support of the Nimitz High School (NHS) Orchestra Programs, to provide financial assistance and services for the Orchestra Programs, to aid in the development of student interest, to promote student leadership and responsibility, to act as a liaison between the Orchestra Programs and the parents and community, and to plan and carry out fundraising for support of activities and projects of the Orchestra Programs. Section 2.2. Specific Activities The Club shall promote the NHS Orchestra Programs by: assisting financially through fundraisers, donations, and grants; helping to achieve and maintain uniforms; supporting events through the organization of chaperones; encouraging the member parents and students by providing rewards, receptions, and other rewards; and by being a positive force within the school and community. ARTICLE III. POLICY Section 3.1. Non-Discrimination Policy The Club does not discriminate on the basis of race, color, national or ethnic origin, religion, sex, physical ability or sexual orientation in the administration of its programs for students, staff and volunteers. BYLAWS FOR THE NHS ORCHESTRA BOOSTER CLUB Page 1
Section 3.2. Moral Policy The Club resources, influence, name and position shall not be utilized to the detriment of any individual, group, school or community. ARTICLE IV. MEMBERSHIP Section 4.1. Criteria of Membership The membership will include parents and guardians of students participating in the Orchestra Programs. Membership shall be ongoing for the period of time the student is enrolled in an orchestra class. Membership is also extended to friends of the orchestra who wish to support the Club and their goals. There will be no membership dues. Section 4.2. Voting Each member family shall have one vote on any matter under consideration by the membership at a meeting of the membership. ARTICLE V. MEETINGS Section 5.1. Annual Membership Meeting The annual membership meeting of this Club shall be held in the Orchestra Room at NHS at 5:30 p.m. on the first Monday after school commences each and every year unless the Orchestra Director selects an alternative day and/or time. The alternative day and/or time may not be more than two weeks from the date fixed by these Bylaws. Section 5.2. Notification of Annual Meeting The Secretary shall notify the membership and every orchestra student and his or her family of the annual meeting. Section 5.3. Other Meetings Regular meetings of this Club shall be held as deemed necessary by the Orchestra Director and/or members of the Board of Directors, hereinafter referred to as "the Board." The Secretary shall cause all members to be notified of such meetings not less than 3 days prior to the meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. Members may be notified in any manner at the discretion of the Secretary. BYLAWS FOR THE NHS ORCHESTRA BOOSTER CLUB Page 2
Section 5.4. Definition of Quorum and Voting The presence of at least 3 members and the Orchestra Director shall constitute a quorum and shall be necessary to conduct the business of this Club. At all meetings, votes shall be by raised hands. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. Results of all voting shall be recorded in the minutes of the meeting. Section 5.5. Conduct of Meeting All Club meetings shall be in accordance with Roberts Rules of Order, except where they are in conflict with the Bylaws of this document, in such event, these Bylaws shall govern. It will be the policy of this Club to allow equal time to all persons wishing to be heard on a specific issue. In order to fairly administer this policy, the President shall be empowered to determine the amount of time allowed to each activity group wishing to be heard. The number of speakers from a specific activity group shall not be limited, but their total time to speak shall not exceed the amount of time predetermined by the President. Section 5.6. Budget An operating budget identifying fundraising projects and purposes for which the funds are being raised will be prepared by the Board and presented to the membership for approval in September of each year. ARTICLE VI. BOARD OF DIRECTORS The Board shall consist of the principal officers elected by the membership in the manner prescribed hereinafter. The Orchestra Director shall be an ex officio member of the Board and shall not be entitled to a vote. ARTICLE VII. ELECTIONS A nominating committee shall be appointed by the Board at their Spring meeting. Candidates will be presented at the general membership meeting in June and the election of officers will take place at that meeting. The new officers will assume their duties on July 1. Any member of the Club may serve as an officer. A majority vote of the members present shall constitute an election. Elections for President, Secretary and Social Media Officer will take place on evennumbered years while elections for Vice President, Treasurer and Web Design/Publications Officer will take place on odd-numbered years. BYLAWS FOR THE NHS ORCHESTRA BOOSTER CLUB Page 3
ARTICLE VIII. CLUB OFFICERS Section 8.1. No person shall hold more than one officer position. The officers of the Club shall consist of the following: 1) President; 2) Vice President; 3) Secretary; 4) Treasurer; 5) Social Media Officer; and 6) Web Design/Publications Officer. Together with the Orchestra Director, they will constitute the Board of the Club. All members of the Board are expected to attend regular and called Board and Club meetings. Each office will have a term of two fiscal years, beginning July 1 and ending June 30. No person will be eligible to serve more than 4 years in the same position. The officers of this Club will not be personally liable for its debts, liabilities, or other obligations. Section 8.2. Duties of Officers President The President shall be the principal executive officer of the Club with primary authority in all areas and, subject to the Board, shall supervise and control the management of the Club in accordance with these Bylaws. The President, when present, shall preside at all meetings of members. Vice President The Vice President, unless otherwise determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of that office. In addition, the Vice President shall perform such other duties and have such other powers as may be prescribed by the Board or the President or other officer authorized by the Board to prescribe the duties of the Vice President. Secretary The Secretary shall have the responsibility for preparing and maintaining custody of minutes of the Board and meetings of the membership and for authenticating records of the Club. The Secretary will have general charge of the books and records. The Secretary shall sign such instruments as may require his or her signature and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned to him or her from time to time by the President or by the Board. Treasurer The Treasurer shall establish accounts as directed by the Board and maintain an accounting of all funds belonging to the Club, following prescribed procedures for receiving, depositing or disbursing the same under the director of the Board. The Treasurer shall ensure that the Annual Registration Fee for nonstock corporations is remitted in compliance with the Texas SCC and that the IRS Form 990 for reporting by Non-Profit Clubs is filed on a timely basis each year. The Treasurer shall, in general, perform all duties incident to his or her office and such other duties as may be assigned to him or her from time to time by the President or the Board or other officer authorized by the Board to prescribe the duties of the Treasurer. BYLAWS FOR THE NHS ORCHESTRA BOOSTER CLUB Page 4
Social Media Officer The Social Media Officer shall have the responsibility for creating and maintaining the NHS Orchestra social media presence. The Social Media Officer shall ensure accounts are updated on a daily basis and that messaging is timely and relevant. The Social Media Officer shall promote all orchestra events both internally and externally, monitor all feedback about the organization, and track the effectiveness and success of all online initiatives. The Social Media Officer shall, in general, perform all duties incident to his or her office and such other duties as may be assigned to him or her from time to time by the President or the Board or other officer authorized by the Board to prescribe the duties of the Social Media Officer. Web Design/Publications Officer The Web Design/Publications Officer shall maintain the NHS Orchestra Booster website in accordance with Irving ISD rules, to include all concerts, photos, news releases to local newspapers, and fundraising and spirit wear sales sites. The Web Design/Publications Officer shall work with other officers to facilitate a seamless online experience. The Web Design/Publications Officer is responsible for writing and publishing the Orchestra story in print and working with the Social Media Officer to promote an online presence. Section 8.3. Resignation, Removals and Vacancies Any officer may resign by filing a written resignation with the Secretary. Any officer elected or appointed by the Board may be removed by the Board whenever in its judgement the best interests of the Club would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer removed. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term. ARTICLE IX. DISSOLUTION The Orchestra Director has absolute and complete authority to dissolve the Nimitz High School Orchestra Booster Club. Upon the dissolution of the Club, the Board, after paying or making provision for the payment of the liabilities of the Club shall distribute all of the assets of the Club to the Nimitz High School Orchestra Program, with the intent that the assets be used to further the purposes of the Club to benefit the Orchestra students. ARTICLE X. DISCLAIMER No part of the net earnings of the Club shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the Club 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 Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club 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 provisions of these Bylaws, the Club shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal BYLAWS FOR THE NHS ORCHESTRA BOOSTER CLUB Page 5
income tax under section 501(c)(3) 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. ARTICLE XI. FINANCES All income of the Club shall be placed in the Club s bank account. Section 11. 1. Expenditures Expenditures shall be based on the budget submitted by the Board and approved by the general membership. The budget may be amended by a recommendation of the Board approved by the general membership at regular or specially called meetings. Any surplus funds may be spent by the Board at their discretion to meet the purposes of the organization; however, the carry-over should remain in the Club account from year to year. Section 11.2. Accounts The Treasurer s accounts shall be examined by an audit committee of 3 members not authorized to sign checks, who after examination of the records shall sign a statement at the end of the report that the Treasurer s annual report is correct. The audit committee shall be appointed by the President before the final general membership meeting of the school year. A signed statement by the audit committee shall be completed and submitted to the President at least two weeks prior to the beginning of the new school year ARTICLE XII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS Section 12.1. Contracts The Board may authorize any officer or officers, agent or agents of the Club; in addition to the officers so authorized by these Bylaws, to enter into any contract, execute, and deliver any instrument in the name of and on behalf of the Club. Such authority may be general or confined to specific instances. BYLAWS FOR THE NHS ORCHESTRA BOOSTER CLUB Page 6
Section 12.2. Checks and Drafts All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club shall be signed by such officer or officers, agent or agents of the Club and in such manner as shall from time to time be determined by the Board or these Bylaws. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer. Section 12.3. Deposits All funds of the Club shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board may select. Section 12.4. Gifts The Board may accept on behalf of the Club any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Club. ARTICLE XIII. BOOKS AND RECORDS Section 13.1. Books The Club shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board and committees having any of the authority of the Board and a record giving the names and addresses of the members entitled to vote and provide same for inspection on five days' written notice at the registered or principle office. Section 13.2. Records An annual audit of the Club s financial records will be conducted prior to the end of each fiscal year by an audit committee comprised of 3 appointed members who do not have authority to sign checks. ARTICLE XIV. FISCAL YEAR The fiscal year of the Club shall begin on the first day of July and end on the last day of June in each year. BYLAWS FOR THE NHS ORCHESTRA BOOSTER CLUB Page 7
ARTICLE XV. AMENDMENT TO BYLAWS These Bylaws may be amended when necessary by a simple majority vote of the members. Amendments may be requested by any member. Amendment requests must be presented in writing to the Board. The request shall then be reviewed and presented to the Club members at any annual meeting of the general membership or special meeting called for that purpose. Approved by the Nimitz High School Orchestra Booster Club on July 24, 2017. BYLAWS FOR THE NHS ORCHESTRA BOOSTER CLUB Page 8