BY-LAWS OF THE MA SANDWICH HIGH SCHOOL ATHLETIC BOOSTERS CLUB, INC.
Amended and Approved Spring 2015
TABLE OF CONTENTS
ARTICLE I – Name, Purpose and Objectives
Section 1.01 Name. The name of this organization shall be the MA Sandwich High School Athletic Boosters Club, Inc., commonly known as Sandwich High School Athletic Boosters or SHSAB.
Section 1.02 Purpose. SHSAB was formed for the purpose of supporting students participating in Interscholastic Athletic activities at Sandwich High School.
Section 1.03 Objectives. The objectives of SHSAB are as follows:
Section 1.04 Non-Profit Status. Notwithstanding any other provisions of these By-Laws, SHSAB shall carry out activities permitted by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.
ARTICLE II – Membership
Section 2.01 Qualifications. Any parent or guardian of a current or former SHS student athlete, SHS faculty or interested community member is welcome to become an SHSAB Member. In order to attain membership status, intent must be declared at a General Membership Meeting and affiliations to SHS sports teams and other athletic fundraising groups must be disclosed. Approval will be made by a majority vote of current SHSAB Voting Members attending that meeting, provided there is a quorum as defined in Section 6.06.
Section 2.02 Roles and Responsibilities. SHSAB Members shall attend meetings and events sponsored by the organization, serve on Standing Committees, and may be nominated and elected to office. SHSAB Members shall have the right to vote for the officers, review and approve the annual budget, suggest amendments to these By-Laws, and vote on other matters as defined in these By-Laws. SHSAB Members who commit to being Voting Members are required to attend 60% of General Membership Meetings. Failure to comply with attendance requirements shall result in loss of voting privileges. SHSAB Members who cannot fulfill attendance requirements shall be Nonvoting Members. New Members, who wish to be Voting Members, shall earn the right to vote after they have attended four meetings. Similarly, Nonvoting Members may elect to become Voting Members after they have attended four meetings. All General Membership Meetings are open to the Public, and visitors are welcome, but may not exercise the right to vote. In addition, the Athletic Administrator shall serve as a Nonvoting Member.
Section 2.03 Team Representation. In accordance with the Objectives outlined in Section 1.03, the SHSAB General Membership shall strive to be representative of all sports in the SHS athletic program. SHSAB Members with team affiliations shall work together to identify opportunities to increase awareness, participation, and community attendance at team events, and shall also work with coaches to communicate needs to the SHSAB General Membership.
Section 2.04 Compensation. SHSAB Members, including Executive Board Members, shall serve in their positions without compensation, except for reimbursement of expenses incurred on behalf of the organization.
Section 2.05 Removal. Upon reasonable written notice, any SHSAB Member may be removed from SHSAB for cause by a three-fourths majority vote of the Executive Board, subject to approval by a majority of the General Membership attending its next regularly scheduled meeting. Any such accused SHSAB Member shall not vote on the issue of his/her removal, although he/she shall be afforded an opportunity to be heard concerning the issue, both before the Executive Board and the General Membership.
Section 2.06 Reinstatement. SHSAB Members who have been removed may be reinstated as voting members as in Section 2.01.
ARTICLE III – Executive Board
Section 3.01 Qualifications. The Executive Board shall consist of the President, Vice-President, Secretary, and Treasurer.
Section 3.02 Duties of the Executive Board. The Executive Board shall be responsible to act on behalf of SHSAB in the management of the business affairs of the organization, except for matters decided by a vote in the General Membership Meetings. The Executive Board shall:
ARTICLE IV – Officers
Section 4.01 Officers. SHSAB Officers shall consist of the President, Vice-President, Secretary, and Treasurer.
Section 4.02 Duties of Officers. The duties of SHSAB Officers are as follows:
ARTICLE V – Standing Committees
Section 5.01 Formation of Standing Committees. Standing Committees shall be formed to enable SHSAB to achieve its objectives. Standing Committee Chairpersons shall be nominated and approved by a majority vote of SHSAB Voting Members at the Annual Business Meeting. Terms of Office and Vacancies are as defined in Article IV, Officers. Each Standing Committee shall report its activities at each General Membership Meeting. Suggested Standing Committees and their primary functions follow, and it is understood that additional Standing Committees may form to reflect new needs.
Section 5.02 Fundraising Committee. The Fundraising Committee is responsible for creating, organizing, promoting and running events throughout the year aimed at raising funds so SHSAB can carry out its objectives.
Section 5.03 Spirit Committee. The Spirit Committee is responsible for creating, scheduling, organizing, promoting and running events that improve community participation and attendance at Athletic Events.
Section 5.04 Merchandising Committee. The Merchandising Committee is responsible for promoting school identity and pride through the sale of apparel and other merchandise approved by the Committee, bearing any Sandwich High School Athletics approved logo, at a nominal price. The Merchandising Committee shall manage the inventory to meet the changing needs of the student body, record an accurate and timely account of revenues, expenses, and inventory on hand and coordinate its financial operation with the SHSAB Treasurer.
Section 5.05 Participation. Each Standing Committee Chairperson shall recruit as many SHSAB Members as necessary to accomplish the objectives of the Committee. SHSAB Members shall support all Standing Committees.
ARTICLE VI – Meetings and Voting
Section 6.01 Annual Business Meeting. The Annual Business Meeting of SHSAB shall be held at the June meeting unless otherwise specified by the Executive Board. At the Annual Business Meeting, the Executive Board and Committee Chairpersons shall be nominated and elected, as specified in Article IV, Officers. Any change to the Annual Business Meeting date, time or location shall be announced a minimum of two weeks in advance of the proposed change.
Section 6.02 General Membership Meetings. General Membership Meetings shall be held on the first Monday of each month unless otherwise specified by the Executive Board and reasonable notice is provided to the General Membership. Meetings shall be open to all interested persons.
Section 6.03 Executive Board and Standing Committee Meetings. Executive Board and Standing Committee Meetings shall be convened to conduct business outside of the General Membership or Annual Business Meetings. The Executive Board President and Committee Chairpersons shall be responsible for determining frequency of meeting, as well as specific Agendas. A summary of the decisions reached and members present at each meeting shall be reported out at the next General Membership Meeting.
Section 6.04 Voting. SHSAB Members are defined in Article II, Membership. Each SHSAB Voting Member is entitled to one vote. No proxy votes will be accepted. In all voting instances, majority rules for those present provided there is a quorum as defined in Section 6.06. Voting for New Members, SHSAB Officers and Funding Requests shall be by anonymous ballot with votes tallied by the Secretary at the meeting. In the event of a tie when electing officers, balloting will continue until the tie is broken or a concession is made. In the event of a tie in all other voting instances, the motion is defeated (since it did not receive a majority).
Section 6.05 Procedure for Funding Requests. Funding Requests must be included in the Agenda of the General Membership Meeting to be discussed and voted on. Funding requests must be submitted to the President with a completed Request Form that includes the need, the cost and the signature of the Athletic Administrator showing the need is not currently funded by the Sandwich Athletic Department. Request Forms shall be maintained by the Treasurer and Athletic Administrator.
Section 6.06 Quorum. A quorum for the transaction of business at the Annual Business Meeting and at General Membership Meetings shall be a majority of the total number of current SHSAB Members. If actions allowed under these By-Laws are to be carried out by the Executive Board, then a quorum shall be all Executive Board Members currently in office.
Section 6.07 Electronic Votes. Unless otherwise specified in these By-Laws, voting via electronic means (specifically email) is acceptable in those instances where assembling the General Membership is impractical. When voting via electronic means, a majority of the total number of current SHSAB Voting Members must cast a vote, consistent with the quorum rules in Section 6.06 If action on behalf of SHSAB is necessary before it is reasonable to convene the General Membership Meeting, the President shall take such action based on the majority vote. A report of the action taken shall be made at the next General Membership Meeting.
ARTICLE VII – Finances
Section 7.01 General Fund. All monies received by SHSAB for any purpose shall be deposited to the credit of SHSAB in a financial institution or institutions selected by resolution of the Executive Board.
Section 7.02 Encumbered Funds. Funds raised by and/or allocated to a specific sports team, although deposited in SHSAB’s account, shall be separately tracked as “encumbered funds” for that team. Expenditures from these encumbered funds do not require SHSAB Member approval.
Section 7.03 Approved Projects. Funds raised by SHSAB that have a specific advertised purpose shall be deposited (and separately tracked) in SHSAB’s general fund to ensure that it is disbursed for the advertised purpose and to safeguard the integrity of SHSAB. No further vote authorizing disbursement is required by the General Membership unless the advertised purpose has been altered or changed since the project’s inception.
Section 7.04 Spending. Funds raised by SHSAB can only be directed to an approved Sandwich High School sports team or other approved purpose as voted on by SHSAB Members.
Section 7.05 Interest. Any interest earned by SHSAB’s general funds and/or encumbered funds, in an approved financial institution, will be deposited into SHSAB’s general fund.
Section 7.06 Investment of General Funds. No individual has the authority to use or remove any funds from any SHSAB checking or saving account for investment purposes or otherwise, unless directed and approved by the Executive Board.
ARTICLE VIII – Conflicts of Interest
Section 8.01 Existence of Conflict, Disclosure. SHSAB Officers and SHSAB Members should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of SHSAB. A conflict of interest may exist when the direct, personal, financial or other interest(s) of any SHSAB Member competes or appears to compete with the interests of SHSAB. If any such conflict of interest arises, the interested person shall call it to the attention of the Executive Board for resolution. If the conflict relates to a matter requiring action, such person shall not vote on the matter. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Executive Board, excluding the person who is the subject of the possible conflict.
Section 8.02 Nonparticipation in Vote. The person having a conflict shall neither participate in the final deliberation nor vote regarding the matter under consideration and shall retire from the room in which the General Membership is meeting. However, the person may be permitted to provide SHSAB with any and all relevant information.
Section 8.03 Minutes of Meeting. The minutes of the Executive Board and General Membership Meetings shall reflect that the conflict was disclosed, the interested person was not present during the final deliberation, and did not vote on the matter.
Section 8.04 Annual Review. A copy of this conflict of interest statement shall be furnished to each Member who is presently serving SHSAB. This policy shall be reviewed annually for information and guidance of SHSAB Members and new Members shall be advised of the policy upon undertaking the duties of their offices.
Article IX – Liability of Members
Section 9.01 Definition. No SHSAB Member shall be required to furnish bond or surety, or be liable or responsible for acts of omission or errors of the SHSAB, or of any predecessors.
Section 9.02 Exceptions. No SHSAB Member shall be personally liable to the SHSAB for monetary damages for breach of fiduciary duty as a Member, notwithstanding any provision of law imposing such liability; provided, however, that this provision shall not eliminate the liability of an Executive Board Member, to the extent that such liability is imposed by applicable law, (i) for any breach of the an Executive Board Member’s duty of loyalty to the SHSAB or SHSAB Members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the Executive Board Member derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any Board Member for or with respect to any acts or omissions of such an Executive Board Member occurring prior to such amendment or repeal.
Section 9.03 Personal Liability. Neither the Executive Board, nor any SHSAB Member, shall have power to bind SHSAB Members or the individual Executive Board Members personally. All persons or corporations extending credit to, contracting with, or having claims against the SHSAB shall look only to the funds and property of SHSAB for the payment of any debt, damage, judgment, or decree, or of any money that may otherwise become due and payable to them from SHSAB, so that neither the SHSAB Members nor the Executive Board, present or future, shall be personally liable.
Section 9.04 Injury. SHSAB bears no liability for any incident, accident or injury that may occur during or as the result of maintenance, recreational activity, or fundraising activity sponsored by or organized by SHSAB.
ARTICLE X – Amendment of these By-Laws
Section 10.01 Proposal. Amendments to the By-Laws are to be submitted in writing to the Executive Board via electronic means or in writing at a General Membership Meeting no later than May 1. All amendments will be shared with the General Membership two weeks prior to the Annual Business Meeting.
Section 10.02 Adoption. Amendments may be adopted at the Annual Business Meeting by a majority vote of SHSAB Voting Members, a quorum being present.
ARTICLE XI – Dissolution of SHSAB
Section 11.01 Dissolution of SHSAB Entity. In the event that SHSAB should dissolve, all existing monies, after the payment of all outstanding bills, shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding section of any future United States Internal Revenue Law.
Section 11.02 Disbursement of Assets. For this purpose, all SHSAB assets and cash will be distributed to the Sandwich High School Athletic Department for use in the furtherance of athletics at Sandwich High School. Those athletic teams having encumbered funds with SHSAB will receive that portion in total upon dissolution. Encumbered fund balances for teams or clubs no longer active at Sandwich High School will be added to the general fund balance prior to the final distribution in the manner described above.