By-Laws

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PARK FOOTBALL BOOSTER CLUB BYLAWS

 March 2010

Board of Directors and Members at Large

Bylaw 1. Responsibilities; Number. The property, funds, affairs and business of the corporation shall be under the general authority of the Board of Directors (the “Board”), which shall consist of at least three (3) and not more than ten (10) persons.

Bylaw 2: Member at Large.  A member at large is defined as any parent or guardian of a player registered in the Park High School Football program (grades nine through twelve), and/or any person who attends Football Booster Club board meetings on a regular basis (attendance at nine of the twelve monthly scheduled meetings required for general election voting eligibility.)    

 Bylaw 3. Election: Term. In general, executive directors shall be elected by a quorum of members attending the annual meeting. Directors shall be elected for a term of one year, unless otherwise stated in the by-laws, and shall hold office until expiration of the term and until a successor is elected and qualified, or until the earlier death, resignation, removal or disqualification of the director. 

 Bylaw 4. Meetings. Meetings of the Board may be held at any time upon request of the President or any two directors of the corporation. The request shall specify the purpose or purposes of the meeting. At each meeting of the Board, a chairman, chosen by a majority of the directors, shall preside. In matters of voting, the President, or officer serving in his stead, will have the power to break any tie votes that occur.  The secretary of the corporation, or in his or her absence any person whomever the President shall appoint, shall act as secretary of the meeting and keep accurate record of transactions. The Board shall meet, at a minimum, annually for the purpose of electing directors, and, if necessary, appointing officers, and conducting other business of the corporation.

 Bylaw 5. Action Without A Meeting. Any Action required or permitted to be taken at a Board meeting may be taken by written action, or its electronic equivalent as defined in Bylaw 11, and signed or acknowledged by all of the directors.

 Bylaw 6. Notice. Written notice of each meeting of the Board, stating the time, date and place of the meeting, shall be mailed or delivered to each of the directors at least twenty-four hours, but not more that thirty days in advance of the meeting. Notice may be waived before, at or after a meeting, orally or in writing. Attendance by a director at a meeting is a waiver of notice of that meeting, unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting.

 Bylaw 7.  Quorum; Proxies. At any meeting of the Board, a majority of the directors then holding office shall be necessary and sufficient to constitute a quorum for the transaction of business. Except where otherwise required by statute or provided in these Bylaws, the affirmative vote of a majority of the directors present at a meeting at which there is a quorum is sufficient for any action. Directors shall not appoint a personal proxy or vote by proxy.

 Bylaw 8. Adjournments. Any meeting of the Board may be adjourned from time to time or day to day, or both, upon the consent of a majority of directors present. If the date, time, and place of the adjourned meeting appear in the minutes of the original meeting, no further notice as to the date, time, and place of the adjourned meeting need be given. At any adjourned and reconvened meeting at which a quorum of the directors is present, and business may be transacted which might have been transacted at the original meeting.

 Bylaw 9. Removal; Vacancy.  A director may be removed, with or without cause, by the vote of a majority of the Board eligible to elect the director to be removed, provided that such action shall be taken at a meeting of the Board called for that purpose. Vacancies due to removal or resignation or other cause may be filled by the remaining directors, and a director so elected shall fill the unexpired term of the director who is being replaced.

 Bylaw 10. Committees. The Board may designate one or more committees from time to time, adopting such regulations as it deems advisable with respect to the membership, authority and procedures of such committees.

 Bylaw 11. Action By Electronic Communication. A conference among directors by means of communication through which the directors may simultaneously hear each other during the conference is a meeting of the Board, if the same notice is given of the conference as would be required for a meeting and if the number of directors participating in the conference is a quorum. Participation in a conference by this means constitutes personal presence at the meeting. A director may also participate in a meeting of the Board by a means of communication through which the director and all other directors’ participation in the meeting is electronically recorded or saved. Participation in, or voting by, this form of communication, also constitutes personal presence at the meeting.

 Bylaw 12. Other Powers. In addition to the powers and authority conferred upon it by these Bylaws, the Board shall have the power to do all acts necessary and expedient to conduct the business of the corporation.

 Officers

Bylaw 13. Appointment of Officers. The officers of the corporation shall be appointed by the Board each year at its annual meeting. The officers shall include President, Vice President, Secretary and Treasurer. The same person may hold two or more offices. Current members of the football program’s coaching staff are not eleigible for officer positions, nor shall they have voting status, so as to avoid the potential of any real or perceived conflicts of interest, but they may serve in an advisory position to the Board.  Nominations for officer positions shall be taken and recorded by the secretary thirty (30) days prior to general elections.

 Bylaw 14. Other Officers. The Board may appoint such other officers and agents as it shall deem appropriate, who shall hold their offices for such terms, exercise such powers, and perform such duties as shall be determined by the Board.

 Bylaw 15. Removal. Any officer appointed by the Board may be removed, with or without cause, by the affirmative vote of a majority of the directors present at a meeting at which there is quorum and for which notice stating the purpose of the meeting has been given.

 Bylaw 16. President. The President shall be the chief executive officer of the corporation and shall be responsible for the active management of the day-to-day business of the corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation.

 Bylaw 17. Vice President.  The Vice President shall act as President in the absence of the President and when so acting has the power and authority of the President.  The Vice President shall be responsible for all media and public relations functions.  This includes, but is not limited to, press releases, photographs, electronic media presentations (television, radio, newspaper) that represent the Club.

 Bylaw 18. Secretary. The Secretary shall attend all meetings of the Board and record all votes and the minutes of all proceedings of the Board in a book kept for the purpose, and shall perform like duties for any committee of the Board when required. The Secretary shall also give notice of all meetings of the Board, as required, and shall perform such other duties as may be prescribed by the Board or the President.

 Bylaw 19. Treasurer. The Treasurer shall be the chief financial officer of the corporation and have custody of the corporate funds and securities, if any. The Treasurer shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation in such name as may be designated by the Board, making the proper vouchers for such disbursements, and shall render to the President and the Board, at the annual meeting of the Board, or whenever it may require, an account of the financial condition of the corporation.  The Treasurer (or other member of the Executive Board in the Treasurer’s absence) shall be present at all fundraising functions and shall be the sole person handling and recording all incoming funds for any Park Football Booster Club sponsored fundraising activity.  No other person or persons affiliated with said organization shall be allowed to possess or retain incoming funds for any reason.   

 Other Matters

Bylaw 20. Maintenance and Inspection of Records. Correct and complete copies of the Articles of Incorporation, full by-laws, accounting records and minutes of meetings of the Board and of committees of the corporation shall be kept by the secretary and/or treasurer of the corporation. A director, or agent, or attorney of a director, may inspect all books and records of the corporation for any proper purpose at any reasonable time.

 Bylaw 21. Amendments to Bylaws. These Bylaws may be amended or repealed by the affirmative vote of a majority of the Board present at a meeting at which there is a quorum and for which notice stating the purpose of the meeting has been given.

 Bylaw 22. Indemnification of Persons. To the full extent permitted by the Minnesota Nonprofit Corporation Act, as enacted or hereafter amended, or by other provisions of law, each person who is party or is threatened to be made a party to any proceeding, wherever and by whosoever brought (including any proceeding by or in the right of the corporation), whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or that he or she is or was serving at the specific request of the Board as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation against all reasonable expenses, including attorneys’ fees and disbursement, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person and his or her heirs, executors and administrators, with respect to activities of such person during the period he or she acted as a director officer, employee or agent of the corporation, and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this Bylaw.

 CERTIFICATE

The foregoing Bylaws of Park High School Football Booster Club were adopted by the Board of Directors of the corporation effective the 9th day of February, 2008, and amended the 9th day of March, 2010.

 

Its Secretary