BY-LAWS OF HOMESTEAD SPORTS BOOSTERS, INC.
ARTICLE I. GENERAL
Section 1: Name.
As provided in the Articles of Incorporation, the Corporation shall be known as the HOMESTEAD SPORTS BOOSTERS, INC. (Hereinafter referred to as “Sports Boosters”).
Section 2: Status.
The Sports Boosters shall be a nonprofit corporation and no part of the net income or earning which my be derived from its operation in the pursuance of the purposes set forth herein shall inure to the benefit of or be distributable to its directors, trustees, officers, members or other private persons except that the Sports Boosters shall be authorized and empowered to pay a reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 3. Hereof. No substantial part of the activities of the Sports Boosters shall be the carrying on of propaganda or otherwise attempting to influence legislation and it shall not participate in, intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these By-Laws, the Sports Boosters shall not carry on any other activities not permitted to be carried on, (a) by a corporation exempt from the Federal Income Tax under 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any United States Internal Revenue Law) or, (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) or the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 3: Purpose.
The purposes for which the Sports Boosters is formed is to engage only in educational and charitable activities within the provisions of Section 501 (c) (3) of the Internal Revenue Code of 1954 or as this Section may be subsequently amended including specifically the promotion, support and preservation of athletic programs, teams and events at Homestead High School of Mequon, Wisconsin the stimulation of community interest and pride in Homestead High School athletics and the promotion of good sportsmanship, physical fitness, leadership and excellence of achievement among participants in such programs. To accomplish those exclusive purposes, the Sports Boosters may:
- Acquire cash and other property for these purposes by sale of memberships, grant, give, purchase, devise or bequest and to hold and dispose of the same subject to the limitations prescribed by law.
- Organize, sponsor and support events which spotlight competitive athletic events and traditions at Homestead High School.
- Do and exercise all powers necessary, suitable or proper for the accomplishment or attainment of any or all of the purposes hereinbefore enumerated as principal, agent, contractor, trustee or otherwise, either alone or in association with others to the same extent and as fully as could be done by natural person and to do and perform all other acts and services as may be permitted by the provisions of Chapter 181 of the Wisconsin Statutes as may, from time to time be amended, but limited to the furtherance of the exempt purposes within the intendment of Section 501 (c) (3) of the 1954 Internal Revenue Code or as the same may be amended.
Section 4: Dissolution.
In the event of dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all corporate liabilities, transfer and pay over to Homestead High School of Mequon, Wisconsin, all of the assets of the Sports Boosters, if said Homestead High School is in existence and if it is still an exempt organization under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law); provided that if said
High School is not then such an exempt organization, all the said assets of the Corporation shall be transferred and paid over to an organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
ARTICLE II. MEMBERS
Section 1: Qualifications.
Any adult person or adult couple residing in the same household, which subscribe to the purposes of the Sports Boosters and is acceptable to the Board of Directors, shall be admitted to membership in the Sports Boosters upon payment of the applicable annual dues.
Section 2: Classes of Members.
The Sports Boosters shall have two classes of members: Regular, consisting of adult individuals or of adult couples residing in the same household; and, Honorary, consisting of individuals or of adult couples residing in the same household designated by the Board of Directions. Within the Regular class of members the choice for those otherwise qualified for membership, of seeking membership as an individual or as a couple shall be left to the prospective member who shall determine whether to join individually, in which case the individual shall be the member for all purposes under these By-Laws, or as a couple, in which case the couple shall be considered a single member for all purposes hereunder.
Section 3: Voting Rights.
Each member of Sports Boosters shall have one (1) vote, regardless of class of membership. The vote of any couple member may be cast by either of such couple but if such couple cannot agree on the manner such vote shall be cast the vote of that couple member shall be counted.
Section 4: Proxies.
Voting by proxy shall be prohibited.
Section 5: Dues.
Annual dues applicable to specific classes of membership, as prescribed from time to time by the Board of Directors, shall be due and payable on September 1st of each year. Honorary members may be exempted from payment of dues at the discretion of the Board. The membership year shall be from September 1st through August 31st. Prospective members may join at any time during the membership year.
ARTICLE III. MEETINGS OF MEMBERS
Section 1: Annual Meeting.
The annual meeting of the members of the Sports Boosters shall be held in April at the time designated by the Board of Directors, for the purpose of transacting such business as may properly come before the meeting. If the day fixed for the Annual Meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of Board of Directors is not held on the day designated herein for any annual meeting of the members or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be. Although elected in April, the term of office of the new Board of Directors and officers shall commence on July 1.
Section 2: Special Meetings.
Special meetings of the members may be called for any purpose or purposes by the President, the Board of Directors or not less than one-tenth (1/10) of all the members in good standing. The person or persons calling such meeting shall designate the date and time for such meeting.
Section 3: Place of Meetings.
The Board of Directors shall designate a suitable place within the State of Wisconsin as the place of meeting for any annual meeting or for any special meeting call by the Board of Directors. The President or the group of members calling a special meeting shall designate a suitable place within the State of Wisconsin as the place of such meeting.
Section 4: Notice of Meetings.
Written notice stating the date, time and place of any meeting of members, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally or mailed at least ten (10) days before the date of the meeting to each member at such address as appears on the records of the association.
Section 5: Quorum.
One-tenth (1/10) of the members shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of the majority of the members present shall be the act of the members unless the act of a greater number is required by these By-Laws.
ARTICLE IV. BOARD OF DIRECTORS
Section 1: Number, and Qualifications.
A Board of Directors consisting of not fewer than fourteen (14) members of the Sports Boosters including the President, Vice President, Second Vice President, Secretary, and Treasurer shall manage the affairs of the Sports Boosters. The Past President provided he or she agrees to serve, shall be a director for a period of one (1) year following the election of his or her successor as President.
Section 2: Election and Term.
Twelve (12) directors shall be elected annually by the members of the Sports Boosters from those candidates nominated pursuant to Article VI.
Section 3: Removal.
The Board of Directors may remove a director from office whenever in its judgment the best interests of the Sports Boosters would be served thereby.
The remaining directors may fill any vacancy occurring in the Board of Directors because of death, resignation, and removal or otherwise for the unexpired term.
Section 5: Annual Meeting.
The annual meeting of the Board of Directors shall be held at least thirty (30) days prior to the annual meeting of the members of the Sports Boosters, on the date and at the time and place fixed by the Board of Directors without notice other than the resolution or other action of the Board establishing the time and place of such annual meeting.
Section 6: Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or one-third (1/3) of the directors. The person or persons calling such meeting shall designate the date, time and place for such meeting.
Section 7: Notice.
Notice of any special meeting shall be given by oral or written notice delivered personally to each director at least forth-eight (48) hours prior to such meeting or mailed to each director at his or her address as shown on the records of the association at least seventy-two (72) hours prior to such meeting.
Section 8: Quorum.
A majority of the directors then holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. In the case of couple members serving as directors, such director shall be deemed present for quorum purposes when either couple member is present. Either of any couple member serving as director shall have the authority to act for such director but if such couple cannot agree on the manner of acting such disagreement shall be deemed to constitute an abstention from acting by director.
Section 9: Manner of Acting.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 10: Executive Committee.
The Board of Directors, by resolution, may designate an Executive Committee consisting of the officers, the immediate past president, if any, and provided such past president agrees to serve thereon, and two directors elected by the Board of Directors which, to the extent provided in said resolution as initially adopted and as thereafter supplemented or amended by further resolution shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the Sports Boosters except action in respect to election of officers or the filling of vacancies in the Board of Directors or the Executive Committee. The Board of Directors may elect one or more of its members as alternate members of such committee who may take the place of any absent members or member at any meeting of such committee upon request by the president, who shall be the chairman of the Executive Committee. With the concurrence of the Board, the committee shall fix its own rules governing the conduct of tis activities and shall make such report to the Board of Directors of its activities as the Board of Directors may request.
ARTICLE V. OFFICERS
Section 1: Officers.
The officers of the Sports Boosters shall be a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer who shall be members of the Sports Boosters.
Section 2: Election.
Members of the Sports Boosters at their annual meeting shall elect the officers of the Sports Boosters from those candidates nominated pursuant to Article VI.
Section 3: Term.
Each officer shall hold office for a term of one (1) year beginning on the July 1 following such officer’s election and until his or her successor my succeed himself or herself.
Section 4: Vacancies.
A vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 5: Removal.
Any officer may be removed fro office by the Board of Directors whenever in its judgment the best interests of the association would be served thereby.
Section 6: President.
The President shall be the chief executive officer of the Sports Boosters and shall preside over all meetings of the members and of the Board of Directors. The President shall have such authority and perform such duties as are usually incumbent upon such office and the Board of Directors may prescribe such other duties as from time to time.
Section 7: First Vice President.
The First Vice President shall be in charge of Ways and Means and shall perform such duties as may be assigned from time to time by the President or by the Board of Directors. In the event of the absence or incapacity of the President, the First Vice President shall exercise the authority and perform the duties of the President.
Section 8: Second Vice President.
The Second Vice President shall be in charge of special events and shall perform such other duties as may be assigned from time to time by the President or by the Board of Directors.
Section 9: Secretary.
The Secretary shall (a) keep the minutes of all meetings of the members and Board of Directors, (b) be custodian of the records of the Sports Boosters, (c) issue all correspondence, including notices of meetings, of the Sports Boosters, (d) keep a register of all members and their post office addresses and (e) perform all duties as are usually incumbent upon such office and such other duties as may be assigned from time to time by the President or the Board of Directors.
Section 10: Treasurer.
The Treasurer shall have such bond for the faithful performance of his duties with surety as the Board of Directors may determine and shall (a) receive and have custody of all funds of the Sports Boosters, including membership dues, (b) keep complete and accurate accounts of all receipts and disbursements of the association, (c) endorse and deposit all checks received by the Sports Boosters, (d) disburse the funds of the Sports Boosters as directed by the President, (e) submit financial reports of the Sports Boosters at all annual meetings of the members and at such other times as directed by the President, and (f) perform all duties as are usually incumbent upon such office and such other duties as may be assigned from time to time by the President or the Board of Directors.
ARTICLES VI. NOMINATION FOR OFFICE
Section 1: Nominating Committee.
The President shall appoint a nominating committee consisting of not fewer than three (3) members of the Sports Boosters at least two (2) months prior to the annual meeting of members. The President shall designate the chairman of the committee.
Section 2: Nomination of Directors.
The President shall instruct the nominating committee that it is the policy of the Sports Boosters to have proportionate representation on the Board of Directors by members having affiliation with the freshman, sophomore, junior and senior classes at Homestead High School and the nominating committee shall use due diligence to ensure such representation is provided in its nomination for the positions of Director.
The nominating committee shall report to the Secretary not later than one (1) month prior to the annual meeting the names of members of the Sports Boosters to be nominated for offices that are to be filled as such annual meeting and the respective offices for which they are to be nominated.
Section 4: Notice.
The Secretary shall transmit the report to the Board of Directors and shall cause the names of candidates so reported and the respective offices for which they are to be nominated to be submitted to the members of the Sports Boosters along with the notice of the annual meeting.
Section 5: Nomination from Floor.
Candidates may also be nominated from the floor at the annual meeting, provide that consent of such candidates has previously been obtained.
ARTICLE VII. CONTRACTS, CHECKS AND DEPOSITS
Section 1: Contracts.
The Board of Directors may authorize any officer or officers of the association to enter into any contract or execute or deliver any document or instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances.
Section 2: Checks.
All checks issued in the name of the association shall be signed by such officer or officers and in such manner as shall from time to time be determined by the Board of Directors. In the absence of an affirmative determination by the Board, checks shall be signed by the Treasurer and countersigned by the President or Vice President.
Section 3: Deposits.
All funds of the Sports Boosters shall be deposited from time to time to the credit of the Sports boosters in such banks or other depositaries as the Board of Directors may designate.
ARTICLE VIII. INFORMAL ACTION
Any action required by these By-Laws to be taken at a meeting of members of the Sports Boosters or of the Board of Directors, or any other action which may be taken at such a meeting, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members or Directors entitled to vote with respect to the subject matter thereof.
ARTICLE IX. AMENDMENTS
The Board of Directors, by an affirmative vote of 75% of the directors, shall have power to adopt, amend or repeal any of the By-Laws of this Corporation provided the notice of the proposed amendment is given to each director at least seven (7) days prior to such meeting.
ARTICLE X. FISCAL YEAR
The fiscal year of the Corporation shall be from July 1 to June 30.