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					         LEONARDTOWN HIGH SCHOOL ATHLETIC BOOSTERS CLUB, INC.

                            ARTICLES OF INCORPORATION


FIRST:       The undersigned, Robert Eugene Ulibarri whose post office address is P.O. Box 253,
             Leonardtown, Maryland 20650, being at least eighteen (18) years of age, does hereby
             form a Corporation under the general laws of the State of Maryland.

SECOND:      The name of the Corporation is:

             LEONARDTOWN HIGH SCHOOL ATHLETIC BOOSTERS CLUB, INC.

THIRD:       Said Corporation is organized exclusively for charitable and educational purposes,
             including, for such purposes, the making of distributions to organizations under Section
             501(c)(3) of the Internal Revenue Code (or the corresponding section of any future
             Federal tax code).
             The purposes for which the Corporation is formed are as follows:
             A:       To encourage, maintain, and further the participation of parents, teachers, and
             other adults of the community in active support of all athletic programs of the High
             School and improvement of its athletic programs and facilities.
             B:       To provide opportunities for the establishment and maintenance of close
             relationships and friendships among members, coaches, faculty and administration, and
             all students participating in school activities.
             C:       To promote, assist, and support the Principal, Athletic Director and his staff with
             financial assistance, manpower and consultative advice.
             D:       To cooperate with other Boosters Clubs and other duly constituted organizations
             of the High School.

FOURTH:      The post office address of the principle office of the Corporation in Maryland is
             Leonardtown High School, Leonardtown, Saint Mary’s County, 20650. The name and
             address of the resident agent in Maryland is Glenn A. Larnerd, Leonardtown High
             School, 23995 Point Lookout Road, Leonardtown, Saint Mary’s County, 20650.

FIFTH:       THE CORPORATION SHALL NOT BE AUTHORIZED TO ISSUE CAPITAL
             STOCK. No part of the net earnings of the Corporation shall inure to the benefit of, or be
             distributable to its members, trustees, directors, officers or other private persons, except
             that the Corporation shall be authorized and empowered to pay reasonable compensation
             for services rendered and to make payments and distributions in furtherance of Section
             (501(c)(3) purposes. No substantial part of the activities of the Corporation shall be the
             carrying on of propaganda, or otherwise attempting to influence legislation, and the
             Corporation shall not participate in, or intervene in (including the publishing or
             distribution of statements) any political campaign on behalf of, or in opposition to, any
             candidate for public office.
             Notwithstanding any other provision of these articles, the Corporation shall not carry on
             any other activities not permitted to be earned on (a) by a Corporation/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 a




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Corporation/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).

SIXTH:          The number of directors of the Corporation shall be four (4) which number may be
                increased or decreased pursuant to the Bylaws of the Corporation, and the names of the
                directors who shall act until the first meeting or until their successors are duly chosen and
                qualified are: Michael A. Capasso, President; Thomas M. Herriman, Vice President;
                Dawn Gehrig, Secretary; Patrick Riggs, Treasurer.

                Upon the dissolution of this 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 Federal tax code, or shall be distributed to the
                Federal government, or to a state or local government, for a public purpose.

SEVENTH:        The following provisions are hereby adopted for the purpose of defining, limiting and
                regulating the powers of the Corporation and of the directors and members:


                                   CONSTITUTION AND BYLAWS

                I.      NAME

                The name of this organization is the Leonardtown High School Athletic Boosters Club,
                Inc., hereinafter referred to as the Club. The Leonardtown High School is hereinafter
                referred to as the High School.

                II.     PURPOSE

                        A. To encourage, maintain, and further the participation of parents, teachers,
                           and other adults of the community in active support of all athletic programs
                           of the High School and improvement of its athletic programs and facilities.

                        B. To provide opportunities for the establishment and maintenance of close
                           relationships and friendships among members, coaches, faculty and
                           administration, and all students participating in school activities.

                        C. To promote, assist, and support the Principal, Athletic Director and his staff
                           with financial assistance, manpower and consultative advice.

                        D. To cooperate with other Boosters Clubs and other duly constituted
                           organizations of the High School.

                III.    POLICIES

                        A. The Club shall not seek to direct the administrative activities of the school or
                           to control its policies.

                        B. In the event of dissolution of this organization, the Treasurer shall transfer
                           assets of the organization as a donation to the Principal of the High School
                           for athletic needs.



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IV.   SCOPE AND AMENDING OF BYLAWS

      A. These Bylaws establish and regulate the policy relating to all matters
         pertaining to the organization and its functions.

      B. These Bylaws may be amended at any regular or special meeting of this
         Club, at which a quorum is present, by the affirmative vote of two-thirds of
         the members present in person and voting.

      C. No amendment shall be put to vote unless appropriate notice thereof, stating
         the proposed amendment, shall have been provided to the membership of this
         Club at least two weeks prior to the meeting at which the vote on the
         proposed amendment is to be taken.

V.    MEMBERSHIP

      A. The Club will have four types of membership: (1) regular; (2) lifetime; (3)
         non-paying regular; and (4) honorary.

                1. Regular membership: Can be any adult interested in promoting
                   athletics at Leonardtown High School. Regular members are
                   entitled to vote and to hold office. Regular membership cost for
                   the following year per family will be set by April 1st by the Board
                   of Directors with the approval by two-thirds of the members
                   present at the next regularly scheduled meeting. Regular
                   membership is effective for the school year in which issued.

                2. Lifetime membership: Can be any adult interested in promoting
                   athletics at Leonardtown High School. Lifetime members are
                   entitled to vote and to hold office. Lifetime membership cost will
                   be a fee equal to one year’s regular membership paid after the last
                   child has graduated from Leonardtown High School. Lifetime
                   membership is effective for the life of the member and his or her
                   spouse.

                3. Non-Paying Regular membership: Will be granted to the head
                   coaches and sponsors of all athletic teams. Non-paying regular
                   members are entitled to vote and to hold office. Non-paying
                   regular membership is effective for the school year in which
                   issued.

                4. Honorary membership: Shall be granted to any person upon
                   approval of the Board of Directors, which approval must be
                   ratified by two-thirds of the members present at the next regularly
                   scheduled meeting.

      B. Memberships are valid from September 1st through August 31st.




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VI.    OFFICERS: TERM OF OFFICE, DUTIES, ELECTIONS, VACANCIES

The officers of the Club shall be President, Vice President, Secretary, and Treasurer.
All shall serve without pay or remuneration for services.

       A. TERM OF OFFICE: The term of office shall run from June 1st of one
          calendar year through May 31st of the next calendar year Election of officers
          shall be prior to May 1st and installation shall be prior to June 1st. No limit
          shall apply in regards to consecutive terms in the same office.

       B. DUTIES:

                 1. PRESIDENT

                       a. Preside at all meetings.
                       b. Appoint chairmen of all committees.
                       c. Appoint a member to assume the duties of a vacant office.
                       d. Represent the Club at meetings of outside groups or
                          individuals or as directed by the Club.
                       e. Approve unanticipated expenditures not to exceed $50.00
                          between general or special meetings.

                 2. VICE PRESIDENT

                       a. Act as President in the absence of the President.
                       b. Serve as an executive assistant to the President and carry out
                          those duties assigned by the President.
                       c. Coordinate the work of all committees.
                       d. Serve as publicity chairman of this organization.

                 3. SECRETARY

                       a. Record and prepare the minutes of all meetings including
                          those of the Executive Board.
                       b. Maintain a complete file of all minutes of all meetings.
                       c. Have custody of, keep and maintain general records of this
                          Club, including attendance; committee appointments;
                          elections; addresses; and telephone numbers of members.
                       d. Prepare and sign correspondence as directed by the
                          President.

                 4. TREASURER

                       a. Act as the custodian of all funds.
                       b. Set up and maintain proper financial records.
                       c. Issue authorized checks. All checks may be signed by any
                          of the four (4) elected officers; President, Vice President;
                          Secretary, and Treasurer.
                       d. Deposit all case receipts to an account in a convenient bank.
                       e. Read the financial report at all meetings.




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        C. ELECTIONS: The President shall appoint a nominating committee at the
           March meeting who shall submit a slate of Officers to be elected at the April
           meeting. Additional nominations may be made from the floor at the election
           meeting. Written ballots shall be used. Only those members present at the
           election meeting shall be eligible to vote. A plurality of votes shall be
           required for an election.

        D. VACANCIES: The President shall appoint an officer to assume the duties of
           a vacant office, except that if the office of the President becomes vacant, the
           Vice President shall succeed to the office of President. The appointment
           must be ratified at the next regular meeting.

VII.    MEETINGS

        A. Unless otherwise designated by the President, the Club shall meet on the first
           Monday of every month at the Leonardtown High School, or designated
           venue.

        B. A quorum shall consist of the regular members present at any regularly
           scheduled or special meeting.

        C. A majority of the Executive Board shall be considered a quorum at meetings
           of that Board.

        D. Executive Board meetings shall be open to the membership whose
           attendance is encouraged.

        E. Special meetings may be called by the President:
                 1. At any time by announcement at a regular meeting.
                 2. In not less than seven days on written notification of the
                    membership.
                 3. In not less than twenty-four hours within telephone and radio
                    notification of the membership.

VIII.   COMMITTEES

The President may appoint committee chairman and assign their terms of office and
duties as required.

IX.     PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order shall govern this
organization in all cases to which they are applicable, and in which they are not
inconsistent with the Bylaws.

X.      ADOPTION

They Bylaws will be considered duly adopted upon the approval of two-thirds of the
regular members present at any regularly scheduled meeting.




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EIGHTH:   The duration of the Corporation shall be perpetual.

          IN WITNESS WHEREOF, I have signed these Articles of Incorporation on November 3,
          2005, and severally acknowledge the same to be my act.



                                                   _____________________________________
                                                   Michael A. Capasso, President


                                                   Amended November 3, 2005


                                                   _____________________________________
                                                   Dawn Gehrig, Secretary




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