Article IName and Purpose
Section 1.01. Name. The name of the corporation shall be Bartram Trail High School Junior ROTC ThunderBears Booster Club, Inc. (a Florida not-for-profit corporation).
Section 1.02. Purpose. The corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 50l(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The corporation shall support the Junior ROTC program of Bartram Trail High School, a St. Johns County, Florida public high school.
Section 2.01. Qualifications. Membership may be granted to any individual or corporation that supports the mission and purposes of the organization, and who pays the annual dues as set by the Board of Directors.
Section 2.02. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member, and may, by a majority vote or those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues.
Section 2.03. Resignation. Any member may resign by notifying the Board of Directors.
Section 2.04. Dues. Dues for members shall be established by the Board of Directors.
Section 2.05. Meetings. The annual membership meeting shall be held in the fall of each year, after the start of the school year. A minimum of 10% of the members present in person shall constitute a quorum for transaction of business at a membership meeting. Meetings may be called by the President, or at the request of at least 10% of the members, by notice mailed, e-mailed, or telephoned to each member not Jess than five (5) days before such meeting.
ARTICLE IIIAUTHORITY AND DUTIES OF DIRECTORS
Section 3.01. Authority of Directors. The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law.
Section 3.02. Number, Selection, and Tenure. The Board shall consist of not less than three (3) directors. To facilitate start-up of the corporation, the initial directors may hold office for a term of two (2) years. Thereafter, each director shall hold office for a term of one (1) year. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the President shall choose the succeeding director. Directors will elect their successors. A director elected to fill a vacancy shall be elected for the unexpired term of that director's predecessor in office.
Section 3.03. Resignation. Resignations are effective upon receipt by the Secretary of the Corporation of written notification.
Section 3.04. Regular Meetings. The Board of Directors shall bold at least two (2) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine.
Section 3.05. Special Meetings. Meetings shall be at such dates, times and places as the Board shall determine.
Section 3.06. Notice. Meetings may be called by the Chairperson or at the request of any two (2) directors by notice e-mailed, mailed, or telephoned to each member of the Board not less than forty-eight ( 48) hours before such meeting.
Section 3.07. Quorum. A quorum shall consist of a majority of the Board attending in person or through teleconferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.
Section 3.08. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 3.09. Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment.
Section 3.10. Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons which may include non-Board members. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the Corporation.
Section 3.11. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation's business are allowed to be reimbursed with documentation and prior approval.
ARTICLE IVAUTHORITY AND DUTIES OF OFFICERS
Section. 4.01. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, and such other officers as the Board of Directors may designate. The same person may hold the office of Secretary and Treasurer if the Board approves.
Section 4.02. Appointment of Officers; Terms of Office. The officers of the Corporation shall be elected by the Board of Directors at regular meetings of the Board, or, in the case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Terms of office may be established by the Board of Directors. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.
Section 4.03. Resignation. Resignations are effective upon receipt by the Secretary of the Board of a written notification.
Section 4.04. Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing pursuant to Section 3.08, whenever in the Board's judgment the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.05. President. The President shall be a director of the Corporation and will preside at all meetings of the Board of Directors. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall he assigned by the Board of Directors.
Section 4.06. Vice-President. The Vice-President shall be a director of the Corporation and will preside at meetings of the Board of Directors in the absence of or request of the President. The Vice-President shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors.
Section 4.07. Secretary and Treasurer. The Secretary and Treasurer shall be directors of the Corporation. The Secretary shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose. The Treasurer shall report to the Board of Directors on finances when requested.
Every member of the Board of Directors or officer may be indemnified by the corporation against all expenses and liabilities. including counsel fees, reasonably incurred or imposed upon such members of the Board or officer in connection with any threatened. pending, or completed action. suit or proceeding to which she/he may become involved by reason or her/his being or having been a member of the Board or an officer, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board or officer is entitled.
ARTICLE VIADVISORY BOARDS AND COMMITTEES
Section 6.01. Establishment. The Board of Directors may establish one or more Advisory Boards or Committees.
Section 6.02. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committees shalt be established by a majority vote of the Board of Directors.
ARTICLE VIIFINANCIAL ADMINISTRATION
Section 7.01. Fiscal Year. The fiscal year of the Corporation shall he July l - June 30, but may be changed by resolution of the Board of Directors.
Section 7.03. Deposits and Accounts. All funds of the Corporation. not otherwise employed. shall be deposited from time to time in general or special accounts in such bank(s) as the Board of Directors may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board.
ARTICLE VIIIBOOKS ANO RECORDS
Correct books of account of the activities and transactions of the Corporation shall be maintained. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and minutes of meetings of the Board of Directors.
ARTICLE IXAMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Board of Directors.
School Support Organization
II. Statement of Purpose
IV. Financial Control
VI. Volunteer Status
VII. Failure to Comply