BYLAWS HASLETT BAND BOOSTERS
Approved 2022 Oct 13
ARTICLE I
NAME
The name of this corporation shall be Haslett Band Boosters (hereinafter “the Organization”).
ARTICLE II
PURPOSE
The exclusive purpose of the Organization is to advance music education in association with the Haslett Public Schools. In accomplishing this purpose, the Organization shall lend support, including, but not limited to, morale and financial support, to the Band Programs at the Haslett Public Schools. The Organization is organized and shall be operated exclusively for charitable and educational purposes under section 501(c)(3) of the U.S. Internal Revenue Code or the corresponding section of any future federal tax code.
ARTICLE III
MEMBERSHIP
Membership. The voting membership of the Organization shall consist of all parents or guardians of current students in the Haslett Public Schools band program. Honorary non-voting members may be designated by the Executive Board and shall be individuals who have rendered outstanding services to the Organization. The Haslett Public Schools Band Directors shall be ex officio non-voting members of the Organization.
ARTICLE IV
EXECUTIVE BOARD
Section 1. Qualification of Executive Board Members. The affairs of the Organization shall be governed by an Executive Board. Board members must be voting members of the Organization at the beginning of their term (except for the first Executive Board designated in the Articles of Incorporation of the Organization). The Band Director(s) may be ex officio non-voting members of the Executive Board. Executive Board members shall serve without compensation.
Section 2. Number of Executive Board Members and Term of Office. Each Executive Board member shall serve for a one (1) year term but may be re-elected for any number of consecutive terms. All Executive Board members shall hold office until their successors have been elected and convene their first meeting, or until an Executive Board member’s earlier death, resignation, or removal. The Executive Board shall consist of a minimum of seven (7) individuals.
Section 3. Powers. The Executive Board shall have the powers and duties set forth in the Organization Bylaws and as provided by Michigan law.
Section 4. Vacancies. Vacancies in the Executive Board caused by any reason other than the removal of an Executive Board member by a vote of the members of the Organization shall be filled by an individual appointed by the President and confirmed by the remaining Executive Board. Each person so appointed shall be an Executive Board member until a successor is elected at the next annual meeting or at a special meeting of the Executive Board.
Section 5. Removal of Board Members. At any regular or special meeting of the members of the Organization duly called and held, any one (1) or more of the Executive Board members may be removed with or without cause by a two-thirds (2/3) majority of all the members present at the meeting, and a successor may then and there be elected to fill the vacancy thus created. Any Executive Board member whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting.
Section 6. First Meeting of New Board. The first meeting of a newly-elected Executive Board shall be held immediately following the membership meeting at which such Executive Board members were elected, and no notice shall be necessary to the newly-elected Executive Board members in order legally to constitute such meeting, provided a majority of the Board is present at such a meeting.
Section 7. Regular Meetings. Regular meetings of the Executive Board may be held at such time and at such place as shall be determined by the majority of the Executive Board.
Section 8. Special Executive Board Meetings. The President may call unscheduled meetings of the Executive Board at any time. The President must, upon the written request of a majority of all Executive Board members, call a special meeting to be held not more than ten (10) days after the President has received such a request. Email is an acceptable form of written consent.
Section 9. Quorum, Participating in Meetings, and Voting. At all meetings of the Executive Board, the presence of a majority of the Executive Board members shall constitute a quorum for the transaction of business. Participation in an Executive Board meeting may be, at the option of the individual Executive Board member, by means of conference telephone or similar communications equipment provided the necessary equipment can be reasonably available in due course for the meeting. All persons participating in the meeting must be able to hear each other, be advised of the use of such equipment, and be provided with the names of all individuals using such equipment. Each Executive Board member shall have one (1) vote. The vote of a majority of the Executive Board members present at any meeting at which there is a quorum shall be the act of the Board, except as a larger vote may be required by the laws of the State of Michigan, these Bylaws or the Articles of Incorporation. If at any meeting of the Executive Board, there is less than a quorum present, the majority of those present may adjourn the meeting.
Section 10. Action Without Meeting. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Executive Board or a committee of the Board, may be taken without a meeting if before or after the action all members of the Executive Board or applicable committee(s) consent to it in writing, with email being an acceptable form of writing. The written consent shall be filed with the minutes of the proceedings of the Executive Board or committee.
Section 11. Compensation. No Executive Board member shall receive anything of more than nominal value from the Organization for serving as an Executive Board member except that the Executive Board may ap-prove and the Organization may then reimburse actual, reasonable, and necessary expenses incurred by an Executive Board member in his or her capacity as an Executive Board member.
ARTICLE V
NOMINATIONS AND ELECTIONS OF EXECUTIVE BOARD MEMBERS AND OFFICERS
Section 1. Designation. The principal officers of the Organization shall be a President, Vice-president, Secretary and Treasurer. The Executive Board members may appoint such other officers as in their judgment may be necessary. Any two (2) or more offices, except that of President, may be held by one (1) person. The President and Secretary must be members of the Executive Board and all officers must be members of the Organization.
Section 2. Election and Term of Office. The Executive Board shall be elected at the Annual General Meeting of Members of the Organization. Nomination for Board membership shall be open exclusively to members of the Organization who are in good standing. The officers shall hold office at the pleasure of the Board. All officers shall be elected for a term of one (1) year, from June 1st to May 31st, subject to removal by the Executive Board.
Section 3. Nominations. Executive Board Members shall solicit and receive nominations from the membership, and upon assessing the qualifications, and verifying the eligibility and willingness of the nominees to serve, shall select from such nominations a slate of nominees for all of the expiring Executive Board members, unless a lesser number shall have been specified by a majority vote of the Executive Board. Nominations from the floor may also be made. Members nominated from the floor must be seconded, must be present at the meeting, and must affirm their willingness to serve if elected. Nomination shall be closed when no further nominations are offered. Each nominee shall be given an opportunity to make a brief statement. Following the nominees’ statements, the nominees shall be voted upon.
Section 4. Voting. A majority vote of the members of the Organization that are present, provided that a quorum is present, shall elect the Executive Board. Each member may cast a vote for each available seat on the Executive Board.
Section 5. Removal. Upon the affirmative vote of a majority of the Executive Board present at a properly-convened meeting of the Board, any officer may be removed by the Executive Board either with or without cause, and the successor to the removed officer may be elected at any regular meeting of the Executive Board, or at any special meeting of the Executive Board called for such purpose.
Section 6. President. The President shall be the chief executive officer of the Organization and shall preside at all meetings of the members of the Organization and of the Executive Board. The President shall have the power to appoint committees from among the members of the organization at the President’s discretion as deemed appropriate to assist in the affairs of the Organization. The President shall serve no more than three (3) consecutive terms.
Section 7. Vice-president. The Vice-president shall take the place of the President and perform the President’s duties whenever the President shall be absent or unable to act. If neither the President nor the Vice-president is able to act, the Executive Board shall appoint some other member of the Board to do so on an interim basis. The Vice-president shall also perform such other duties as shall from time to time be imposed by the Executive Board.
Section 8. Secretary. The Secretary of the Organization shall keep the minutes of all the meetings of the Board; he or she shall attend to the giving and receiving of all notices of the Organization; he or she shall have charge of the books and papers as the Board may direct; all of which shall, at all reasonable times, be open to the examination of any Executive Board member upon application at the office of the Secretary. He or she shall perform, in addition, such other duties as may be delegated to him or her by the Board or may delegate such duties to such other person or persons as approved by the Board.
Section 9. Treasurer. The Treasurer shall have responsibility for all Organization funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Organization. The Treasurer shall be responsible for the deposit of all monies and other valuable papers of the Organization, in the name of and to the credit of the Organization, in such depositories as may from time to time be designated by the Executive Board. The Treasurer shall be bonded for each fiscal year at the expense of the Organization. The Treasurer shall follow the procedures and policies found within Financial Policies and Procedures for the Haslett Band Boosters.
ARTICLE VI
MEETINGS
Section 1. Place of Meetings. Meetings of the Organization members shall be held at Haslett High School or at such other suitable place convenient to the members as may be designated by the Executive Board. Voting shall be as provided in these Bylaws.
Section 2. Regular General Meetings. Regular monthly meetings (with the exception of summer break) of the Organization members are typically held at 6:00 pm. The date of each monthly meeting will be posted on the Haslett School website and the Haslett Band Boosters website.
Section 3. Regular Executive Board Meetings. Regular Executive Board Meetings. Monthly meetings of the Executive Board are held immediately following the Regular General Meeting. Attendance at these meetings are limited to Executive Board, band directors and invited guests.
Section 4. Annual Meetings. The annual meeting of the Organization of members shall be held at 6:00 p.m. in May. The actual date of the meeting will be posted on the Haslett School website and the Haslett Band Boosters website.
Section 5. Special Meetings. Special meetings of the Organization members for any purpose or purposes may be called at any time by the President or a majority of the Executive Board. Notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section 6. Notice of Meetings. Notice of meeting dates will be given on regularly distributed band calendars. It shall be the duty of the Secretary to serve notice of special meetings.
Section 7. Quorum. At all monthly, annual or special meeting of members of the Organization, a quorum shall consist of the members present, regardless of the number present, provided that at least five (5) Executive Board members are present.
Section 8. Adjournment for Lack of Quorum. If any meeting of members cannot be held because a quorum is not in attendance, the members who are present may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called.
Section 9. Written Consent. Any action required or permitted to be taken at an annual meeting of the members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by the members having no less than a quorum that would be necessary to authorize or take the action at a meeting at which all members entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to all members who have not consented in writing. Email consent with or without an electronic signature is an acceptable form of written consent. The secretary shall record the action in the next general meeting minutes.
Section 10. Minutes. Minutes or a similar record of the proceedings of meetings of members, or of the
Executive Board, when signed by the President or Secretary, shall be presumed truthfully to evidence the matters set forth therein. A recitation in the minutes of any such meeting that notice of the meeting was properly given shall be prima facie evidence that such notice was given.
Section 11. Voting. Each member is entitled to one (1) vote in each matter submitted to a membership vote. A vote may be cast in writing, or in person. The Organization shall be governed by its Executive Board and any vote of the members will be advisory to the executive Board except when these bylaws, the articles of incorporation, or Michigan law requires a vote of the members.
ARTICLE VII
COMMITTEES
Section 1. Fundraising Committee. The Fundraising Committee shall be composed of three (3) or more other members appointed by the President. The Fundraising Committee shall conduct fundraising activities only with approval.
Section 2. Budget Committee. The Budget Committee shall be composed of the at least the Treasurer, one Band Director and 2 other Board members. The budget committee shall prepare and present a budget for the next fiscal year.
Section 3. Scholarship Committee. The Scholarship Committee shall be composed of at least two members appointed by the President and at least one Band Director. The Scholarship Committee shall oversee selection of scholarship recipients.
Section 4. Finance and Audit Committee. The Finance Committee shall be composed of three (3) Board members. The committee shall audit the finances of the organization, present the monthly financial reconciliation form to Members and Board. The Finance Committee shall annually review the Financial Policies and Procedures for the Haslett Band Boosters, revise as needed and present at the annual meeting. Monthly reconciliation meetings will not include the Treasurer.
Section 5. Other Committees. The President shall appoint additional committees as needed. All committees shall report to the Executive Board.
ARTICLE VIII
FINANCE
Section 1. Administration. The finances of the Organization shall be handled in accordance with these Bylaws and Financial Policies and Procedures for the Haslett Band Boosters.
Section 2. Fiscal Year. The fiscal year of the Organization shall be from the first day of June through the last day of the following May. The commencement date of the fiscal year of the Organization shall be subject to change by the Executive Board for accounting reasons or other good cause.
Section 3. Budget. At the first Executive Board meeting of the year in May, the Board shall approve a budget for the following twelve (12) months.
Section 4. Banking. The funds of the Organization shall be deposited in such bank or credit union as may be designated by the Executive Board and shall be withdrawn only upon the check or order of the Treasurer or the President. The funds may be invested from time to time in accounts or certificates of deposit with such banks and savings associations as are insured by the FDIC or the FSLIC and may also be invested in interest-bearing obligations of the United States Government or in such other accounts or depositories as may be adequately insured in the discretion of the Executive Board.
Section 5. Sources of funds. The Organization may raise funds through public fund-raising and may receive gifts, bequests, devises, legacies and donations for such purposes as are within the general scope of its corporate purposes and powers, and upon such acceptance shall expend and administer such contributions for the purposes specified.
Section 6. Uses of funds. All funds and property received or coming into the custody of the Organization are to be expended or applied by the Treasurer or the President according to budgeted allocations. The Treasurer or the President may approve of any unbudgeted request for funds less than one hundred dollars ($100.00). Any unbudgeted expense for greater than one hundred dollars ($100.00) must be authorized by a majority vote of the voting membership of the Organization or by a majority vote of the Executive Board. All expenditures of funds and property shall only be for purposes in accordance with the policies and regulations established in the Articles of Incorporation, in these Bylaws, and in accordance with Section 501(c) (3) of the Internal Revenue Code (or the corresponding provision of any future tax code).
Section 7. Scholarship. The Organization may grant scholarships, in amounts to be determined by the Executive Board, to any student based on merit or need toward the costs of participation in music education activities not part of the Haslett Public Schools band program. scholarships must be distributed in accordance with the policies and regulations established under in accordance with the policies and regulations established under Section 501(c)(3) of the U.S. Internal Revenue Code (or the corresponding provision of any future tax code).
Section 8. Financial assistance. The Organization may grant financial assistance toward the costs of participation in band program events.
ARTICLE IX
INDEMNIFICATION
Section 1. Individuals. The Organization shall indemnify, to the extent allowed by the corporation statutes of this State, any person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the Organization, by reason of the fact that the person, his or her testator, or intestate, is or was an Executive Board member, band director, officer, employee, or agent of the Organization, or is or was serving at the request of the corporation as an Executive Board member, officer, partner, trustee employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including reasonable attorney’s fees, judgments, penalties, decrees, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding. The person to be indemnified must have acted in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the Organization or its members, and, with respect to a criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The right to indemnification shall be a contract right and shall apply to services of an Executive Board member or officer as an employee or agent of the Organization as well as in the person’s capacity as an Executive Board member or officer. However, there shall be no third-party beneficiaries to these rights of indemnification.
Section 2. Organizational Actions. The Organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit, including all appeals, by or in the right of the Organization to procure a judgment in its favor by reason of the fact that he/she is or was an Executive Board member, officer, or employee of the Organization, or is or was serving at the request of the Organization as an Executive Board member, officer, or employee of another corporation (whether nonprofit or for profit), partnership, joint venture, trust, or other enterprise, against expenses (including actual and reasonable attorneys’ fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the
best interests of the Organization, except that no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Organization unless and only to the extent that a court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.
Section 3. Expenses. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in these Bylaws, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against actual and reasonable expenses (including attorney’s fees) incurred by the person in connection with the action, suit, or proceeding and any action, suit, or proceeding brought to enforce the mandatory indemnification provided for herein.
Section 4. Determination of Right to Indemnification. Indemnification (unless ordered by a court) shall be made by the Organization only as authorized in the specific case on a determination that indemnification of the person is proper under the circumstances and on an evaluation of the reasonableness of expense and any amounts paid in settlement. Such determination shall be made (a.) by a majority vote of Executive Board members acting at a meeting at which a quorum consisting of Executive Board members who were not parties to such action, suit, or proceeding is present, or (b.) if such a quorum is not obtainable (or even if obtainable), and a majority of disinterested Executive Board members so directs; by independent legal counsel compensated by the Organization), in a written opinion, or (c.) if such a quorum is not obtainable, then by a majority vote of a committee of Executive Board members who are not parties to the action (such committee shall consist of not less than one (1) disinterested Executive Board member), or (d.) by the members.
Section 5. Advance Payment of Expenses. The Organization may, in its sole discretion, pay or reimburse reasonable expenses incurred by an Executive Board member, officer, employee, or agent who is party or threatened to be made a party to any action, suit, or proceeding in advance of final dispo-sition of the proceeding to the extent allowed by the corporation statutes of this State.
Section 6. Rights Not Exclusive. The indemnification or advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled as a matter of law or under the Articles of Incorporation, these Bylaws, or any contractual agreement. However, the total amount of expenses for indemnification from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for in this Article shall continue as to a person who has ceased to be an Executive Board member, officer, or member and shall inure to the benefit of the heirs, personal representatives, and administrators of such a person.
Section 7. Liability Insurance. The Organization shall have the power to purchase and maintain at the Organization’s expense, such insurance as the Board may deem to be reasonable and prudent, on behalf of the Organization and any person who is or was a Band Director, Officer, or member of the Organization, or is or was serving at the request of the Organization as an Executive Board member, officer, or member of another corporation (whether nonprofit or for profit), partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Organization would have the power to indemnify him against such liability under the provisions of this Article or of the Michigan Nonprofit Corporation Act.
ARTICLE X
DISSOLUTION AND DISBURSEMENT OF FUNDS
Dissolution Upon permanent dissolution of the organization, and payments of all debts, assets shall be utilized for the lawful purposes as stated in the Bylaws and shall not be distributed to any private individual. Any remaining assets shall become part of a new or existing band fund at the Haslett Public Schools, provided that such distribution is for one or more exempt purposes within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code (or the corresponding section of any future federal tax code). Upon permanent dissolution of the organization, any remaining assets upon dissolution shall be distributed to Haslett High School.
ARTICLE XI
AMENDMENTS
Section 1. Proposal of Amendments. Amendments to these Bylaws may be proposed by the Executive Board of the Organization acting upon the vote of the majority of the Executive Board members.
Section 2. Amendment Readings. Upon any such amendment(s) being proposed, the proposed amendment(s) shall be presented and read to the members at the next regular member-ship meeting or at a special membership meeting duly called for that purpose before the next regular membership meeting. Any proposed amendments to the Organization’s Bylaws shall be voted on, without amendments, at that meeting after the proposed amendments are read to the members. Any amendment of these Bylaws must be approved by two-thirds (2/3) majority vote of the voting membership present at the meeting, provided that a quorum is present.
Section 3. Amendment by First Executive Board. Prior to the first Annual Meeting of members, these Bylaws may be amended by a simple majority vote of the first Executive Board without approval from the members or any other person.
AMENDMENTS
First Amendment to HBB Bylaws – approved May 2018
Chaperones and Student Supervisors. Only the following are permitted to act as chaperones or student supervisors for Haslett Band activities (on or off-site) involving Haslett band students: Parent, Step-Parent, Legal Guardian, Sibling (21 or older with district approval) or Grandparent who have a student currently enrolled in Haslett Public Schools. All chaperones or student supervisors must have a current background check in compliance with Haslett Public School’s policy. This policy does not apply to current employees of Haslett Public Schools that act as chaperones or student supervisors during their duties.
Second Amendment to HBB Bylaws – approved May 2018
Volunteering. Volunteers for Haslett Band Booster sponsored community activities may not supervise students. All volunteers must have a current background check in compliance with Haslett Public School’s policy.
CERTIFICATE OF THE SECRETARY
The undersigned certifies that:
(a) She is the duly elected and acting Secretary of Haslett Band Boosters.
(b) The foregoing Bylaws constitute the Bylaws of said Organization as duly adopted by unanimous written consent of the Executive Board thereof on the ____ day of ____, 2017.
IN WITNESS WHEREOF, I have hereunto subscribed my name on this ____ day of ____, 2022.
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Secretary, Haslett Band Boosters