Battlefield High School Athletic Booster Club By-Laws
(Amended to incorporate adopted Conflict of Interest Policy April 14, 2009)
ARTICLE I — NAME
The name of this organization shall be the Battlefield High School Athletic Booster Club
ARTICLE II — OBJECTIVES
• To encourage excellence in athletic education and performance.
• To support these efforts financially.
• To encourage student, parent, and community participation in the Athletic Program.
• To foster athletic enjoyment and encourage lifelong appreciation of athletics.
• To provide support and assistance to the athletes and coaches.
ARTICLE III — MEMBERSHIP
The membership of this club shall not be limited. Anyone interested in the progress and development of the Athletic Program at Battlefield High School is eligible to join. All members of the organization are encouraged to attend general membership meetings, join committees of the organization and bring forth issues and recommendations for the good of the organization. The general membership is responsible for the election of officers. The Board of Directors may, at its discretion, establish different levels of membership such as, but not limited to, individual, family, or honorary.
ARTICLE IV — BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the Club’s Officers, Standing Committee Chairs, and the Athletic Director (AKA Director of Student Activities)
Section 2. The Board of Directors is responsible for the approval of the organization’s annual budget, disbursement of all funds, and any amendment of the organization’s By-Laws.
Section 3. All members of the Board of Directors shall have one vote. In the event that two or more people are assigned to one or position, those persons will have one collective vote.
Section 4. The Board of Directors shall have general supervision of the affairs of the organization.
Section 5. The Board of Directors shall meet all months except for July or as requested by the President. Special meetings may be called with three days notice. Notice may be given by telephone contact and/or via e-mail. The May meeting will only be open to the Board of Directors.
Section 6. The Board of Directors shall annually, at the May Board meeting, review the By-Laws and all other standing policies of the organization.
Section 7. A simple majority shall constitute a quorum.
ARTICLE V — OFFICERS
Section 1. The officers of the organization shall be President, Vice-President, Immediate Past President, Secretary and Treasurer. All elected officers shall serve for a one-year term.
Section 2. The President shall preside at all meetings of the Membership and Board of Directors; appoint Chairs of all Standing and special committees; serve as non-voting, ex-officio member of all committees; coordinate the work of the officers and committees of the organization; arrange for an annual internal audit of the financial records of the organization to be performed by a minimum of three (3) people, at least one of which shall not be a Board member; and, shall perform such other duties as may be prescribed in these By-Laws or assigned to him/her by the Board of Directors.
Section 3. The Vice President shall assume all duties of the President in his/her absence and shall assume such duties as requested by the President. The Vice President shall monitor all activities concerning membership and communication with members.
Section 4. The Secretary shall keep the records and printed minutes of all Board of Directors and General Membership meetings and attend to the correspondence of the organization in a timely manner. He/She shall be responsible for the distribution of the printed minutes at the Board of Directors and General Membership meetings.
Section 5. The Treasurer, or his/her designate, shall receive all funds due the organization; deposit the funds with the depository; keep a full and accurate account of receipts, expenditures, receivables and payables; make all payments on behalf of the organization in accordance with the approved budget; present a printed financial statement at Membership and Board of Directors meetings; prepare, in coordination with the President, and submit for approval an annual budget; and, other duties as authorized by the Board of Directors. All reports and budgets submitted shall include all Athletic Booster Club activities including information from the Ways & Means, Merchandise, Program, Concessions and other appropriate committees. The Treasurer shall ensure that any expenditure not approved as a part of the annual budget must come to the Board of Directors for approval prior to payment.
Section 6. The Immediate Past-President shall assist the President as necessary and serve as Chair of the Nominating Committee.
ARTICLE VI — COMMITTEES
Section 1. All Standing Committees should have a minimum of four (4) members. The term of each chairperson shall be one year. All Standing Committee Chairs shall be members of the Board of Directors and shall report on their activities at the monthly General Membership meetings. The Standing Committees are:
1. The Ways and Means Committee is charged with providing fundraising programs and activities that demonstrate a positive school spirit. The Committee shall seek to identify ways to generate and recognize a positive image of Battlefield High School and its Athletic Program. Chairs are to be appointed by the President.
2. The Concessions Committee is charged with the general operations of the concession stands at the Battlefield High School. This includes, but is not limited to: ordering necessary supplies, scheduling volunteers to operate the athletic concession booths during all assigned activities and special events occurring throughout the school year; and overseeing the maintenance of all equipment. The Committee is responsible for the accurate accounting of all expenses and revenues and shall report monthly to the Board of Directors. The Committee shall develop guidelines, which, upon approval of the Board of Directors, will insure an equitable rotation of volunteer opportunities at the concession booths and establish criteria for the selection of the volunteer organizations.
3. The Long-Range Planning Committee shall identify the long-range needs of the Athletic Program at Battlefield High School and propose ways to meet these needs. The committee shall incorporate the identified needs and implementation action plan into a Three-Year (3) Plan to be submitted annually to the Board of Directors for review and approval. The committee chair is filled by nominations from the team committees. Each sport must have a member on this committee.
ARTICLE VII — PARENT REPRESENTATIVES
Section 1. The BHS Athletic Director shall annually appoint Parent Representatives for each sports team at Battlefield High School
Section 2. The Parent Representative(s) shall actively participate in the Long-Range Planning Committee.
Section 3. The Parent Representative(s) is/are responsible for working with the coach and student athletes to encourage a positive team spirit and to foster pride in Battlefield High School. Parent Representatives are responsible for ensuring that all parents/guardians of their team athletes are members of the Athletic Booster Club.
Section 4. The Parent Representative(s) or a designated spokesperson will report on their sport’s activities at the General Membership meetings.
ARTICLE VIII — RELATIONSHIP WITH SCHOOL ADMINISTRATION
Section 1. The Battlefield High School Athletic Director shall be a voting member of the Board of Directors and shall be asked to attend all Board and General Membership meetings.
Section 2. The Athletic Director shall update the club on all school activities, and serve as the liaison between the Club and the school administration. The Athletic Director shall coordinate with the Club and school administrators to determine appropriate fundraising activities.
ARTICLE IX — MEETINGS
Section 1. General membership meetings shall be held monthly during the regular school year. The Annual Meeting will be held during April of each year, or at such a time as best suits the needs of the organization.
Section 2. The Board of Directors shall meet monthly from August to June each year, or as requested by the President. A simple majority shall constitute a quorum for Board of Directors meetings.
ARTICLE X — FISCAL YEAR
The fiscal year of the organization shall begin on the first day of July and end on the last day of June in each year.
ARTICLE XI — MEMBERSHIP DUES
Section 1. Membership levels shall be established yearly by the Board of Directors upon recommendation from the Membership Committee. The Executive Board of the Athletic Booster Club may honor an individual, family, or business who has contributed a one-time donation of $1,500 or more in the current fiscal year to the Club in the form of a monetary contribution or contribution of equipment. Donations of money or equipment are further defined as contributions to the Club made other than in the normal course of business as an advertising-related donation.
ARTICLE XII — ELECTIONS
Section 1. The Board of Directors shall present a single slate of candidates for the election of officers at the April annual meeting. Nominations may also be made from the floor after the report from the Board of Directors.
Section 2. A term of elected office constitutes one year. Multiple terms may be served.
Section 3. Election of Officers shall require a simple majority of those members present.
Section 4. Newly elected officers shall assume office on June 1 of each year.
ARTICLE XIII — CONFLICT OF INTEREST POLICY
Section 1. Purpose The purpose of the conflict of interest policy is to protect the Battlefield High School Athletic Booster Club’s (BHS ABC) tax-exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the BHS ABC or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the BHS ABC has a transaction or arrangement,
b. A compensation arrangement with the BHS ABC or with any entity or individual with which the BHS ABC has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the BHS ABC is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board, membership or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining BHS ABC board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the BHS ABC governing board, membership or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the BHS ABC governing board, membership meeting or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the BHS ABC can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the BHS ABC’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the BHS ABC governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the BHS ABC governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the BHS ABC governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings
Section 5. Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the BHS ABC for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any BHS ABC committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the BHS ABC for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the BHS ABC governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the BHS ABC, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the BHS ABC is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the BHS ABC operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the BHS ABC’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the BHS ABC may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the BHS ABC governing board of its responsibility for ensuring periodic reviews are conducted. Certified by the Secretary of the Battlefield High School Athletic Booster Club that this Conflict of Interest Policy of this BHS ABC was duly adopted and incorporated into these By-laws on the 14th day of April, 20¬09.
ARTICLE XIV — AMENDMENTS AND RULES
Section 1. Proposed amendments to the By-Laws may be voted on by the Board of Directors at any regular meeting provided that the amendment(s) was presented and discussed at the prior meeting.