CLINTON SPORTS BOOSTERS, INC.
BYLAWS -First Draft 10/26/15
ARTICLE I - NAME AND LOCATION
The name of the organization shall be Clinton Sports Boosters, Inc. of Clinton, New York (hereinafter referred to as "the club").
ARTICLE II- MISSION STATEMENT
The mission of the club shall be to support and assist in the promotion of all athletic programs sanctioned by the Clinton Central School District; to promote sportsmanship among the participants and spectators at athletic events and to support the Clinton Central School District's athletic philosophy, policies and procedures.
ARTICLE III - ORGANIZATION AND ACTIVITIES
A. The club is a New York not-for-profit corporation, and may seek recognition as a charitable organization as defined under section 501(c)(3) of the Internal Revenue Code.
B. The club's activities shall be non-commercial and limited to the purposes and activities set forth in its Certificate of Incorporation as filed with the New York Secretary of State.
ARTICLE IV - MEMBERSHIP
A. The membership year in the Clinton Sports Booster Club shall coincide with the school year, running from July 1 of a given calendar year to June 30 of the following calendar year (the "school year"). B. Membership is open to all persons 18 years of age or older who, upon written application for membership, agree to be an active participant and to support the mission of the organization. C. Members shall have the right to vote for officers of the club at the annual Reorganizational Meeting so long as they have attended at least 25% of the club's general meetings during any particular school year.
ARTICLE V - OFFICERS AND DIRECTORS
A. Clinton Sports Boosters, Inc. shall be governed by a Board of Directors; which shall consist of four (4) officers and three (3) at-large directors. The officers shall be a President, Vice-President, Treasurer and Secretary. B. Officers and Directors must be at least 21 years of age, and have served as a member of the club who attended at least 25% of the general meetings of the club in the year prior to being elected. The attendance requirement may be waived by the Board of Directors for persons appointed to fill a vacancy under the procedures set forth herein. No more than one (1) member of any immediate family shall serve as an Officer or Director at a given time. C. The officers shall have the following powers and responsibilities:
1. PRESIDENT a. The President shall preside over and establish the agenda for all general meetings of the club.
b. The President shall be the liaison between the club and the Clinton Central School District administration and Board of Education.
c. The President shall, in consultation with the Board of Directors, recruit and present for appointment by the Board of Directors, a liaison for each Clinton Central School team for which the club maintains an account.
2. VICE-PRESIDENT a. The Vice-President shall, in the temporary absence of the President, perform the duties of the President. In the event that the office of the President becomes vacant, the Vice-President shall assume the duties of the President until the next scheduled election.
b. The Vice-President shall coordinate the club's membership recruitment efforts and shall maintain an updated list of club members.
3. TREASURER a. The Treasurer shall be responsible for keeping true and accurate records of club's finances.
b. The Treasurer shall present a report regarding the club's financial activity at each general meeting.
c. The Treasurer shall maintain records of all fundraising activities undertaken on behalf of the club, and shall maintain records of all expenditures made ·from club accounts.
d. The Treasurer shall work with professionals to ensure that the club complies with all state and federal requirements, including any necessary filing of state or federal tax returns or other necessary reporting of financial information. ·
4. SECRETARY a. The Secretary shall make a record of attendance and business conducted at general meetings of the club, and shall present minutes of each meeting for approval by the Board of Directors.
b. The Secretary shall maintain the papers and records of the club.
c. The Secretary shall handle all official correspondence of the club.
d. Where applicable, the Secretary shall be the club's Webmaster.
e. The Secretary shall coordinate the annual election of Officers and Directors. These duties shall include publication of the call for nomination of candidates for election, receiving and recording the nominations of candidates for election, and the organization and recording of the vote of members for such Officers and Directors.
ARTICLE VI - TERMS OF OFFICE AND ELECTION OF OFFICERS AND DIRECTORS
A. TERMS OF OFFICE 1. Except as otherwise provided herein, Officers and Directors shall be elected for a term of two (2) years, commencing on July 1 of the year following election to office.
2. For the 2015-16 school year, Directors shall serve a one (1) year term.
B. VACANCIES 1. Whenever an Officer or Director position becomes vacant, the vacancy may be filled by the following procedures:
a. The President may nominate a replacement to fill the vacant position. Such nominees shall be appointed to the vacant position upon approval by a 2/3 majority of remaining members of the Board of Directors. Where such nominee is successfully appointed to a vacant position on the Board of Directors, the appointee shall serve the remaining term of the person he or she replaced.
b. The vacancy may also be filled by election of nominees at the next scheduled election. Where the person who vacated the position had served less than (1) one year of his or her elected term, the person elected to fill the vacancy shall serve a one (1) year term.
C. NOMINATION AND ELECTION OF OFFICERS 1. Directors and Officers shall be elected by a vote of eligible members of the club to be conducted at the Reorganizational Meeting.
2. A call for nominations for candidates for election as a Director or Officer shall be distributed to all club members by the Secretary on or before April 1 of any given school year. Such call for candidates shall also be published
3. Nominations for candidates for election as a Director or Officer shall be presented at the general meeting occurring in May of any given school year.
4. Candidates may be nominated by any club member.
5. Directors and Officers shall be elected by a majority vote of eligible club members. In the case of a tie, the Board of Directors shall conduct a separate vote and the candidate receiving the majority of votes shall be appointed.
ARTICLE VII - MEETINGS
A. GENERAL MEETINGS 1. The Board of Directors shall convene general meetings to conduct the business of the club at such times and places as may be determined by the Board of Directors.
2. General meetings shall be open to attendance by all members of the club and public.
3. The President shall prepare an agenda of business to be conducted at each general meeting. Matters not on the agenda may be added for consideration upon the motion of any Director and a majority vote of the Directors attending any such general meeting.
4. A Quorum of Directors must be present in order for the Board to take any official action at general meetings. A Quorum shall be defined as a minimum of five (5) Directors or Officers.
B. ANNUAL MEETING 1. The Annual Meeting shall be held on a date and time determined by the Board of Directors in June of any given school year.
2. The election of Directors and Officers shall take place at the Annual Meeting pursuant to the procedures set forth herein.
ARTICLE VIII - CODE OF CONDUCT AND REMOVAL OF DIRECTORS OR OFFICERS
A. All Directors or Officers shall at all times conduct themselves in a manner that comports with the mission of the club. Directors and Officers shall avoid engaging in activities that would conflict with the mission of the club. B. Directors may be removed from office by a 2/3 vote of the Board of Directors. Any member of the Board of Directors may request a vote to remove an Officer or Director by presenting such request to the Secretary, or where the Secretary is subject of such a vote, the President, at least 72 hours before the meeting at which such vote is proposed to occur. The Director or Officer proposed for removal shall receive notice from the Secretary, or where the Secretary is subject of such a vote, the President, of the proposed removal at least 48 hours before the meeting at which such vote is requested. The Officer or Director subject to such a vote shall be provided with an opportunity to address the Board prior to any such removal vote.
ARTICLE IX -AMENDMENT OF BYLAWS
These Bylaws may be amended from time to time upon a majority vote of the Board of Directors at any general meeting. Proposed amendments must be presented to the President for inclusion on the agenda of a general meeting at least 72 hours before the meeting is scheduled to occur. Proposed amendments presented at any general meeting shall be reviewed and considered by the Board of Directors, and may be voted on at the general meeting immediately following such presentation.
ARTICLE X - DISSOLUTION
A. Clinton Sports Boosters, Inc. may be dissolved upon the vote of a 2/3 majority of the Board of Directors. B. Upon the dissolution of the corporation, the Board of Directors shall dispose of any assets remaining after all liabilities of the corporation are paid exclusively for one or more exempt purposes as recognized by section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future Federal tax code), or shall distribute the same to the Federal government, or to any state or local government entity, including the Clinton Central School District, for a public purpose. Any assets not so disposed of shall be disposed by order of the Supreme Court of the State of New York located within the judicial district encompassing Oneida County or the county in which the corporation is located at the time of dissolution, to such entities and for such purposes as said Court shall determine appropriate.