BYLAWS OF WHEAT RIDGE HIGH SCHOOL
MUSIC BOOSTERS, INC.
ARTICLE 1: NAME
The Corporation shall be known as Wheat Ridge High School Music Boosters, Inc. It may be referred to hereafter as “the Corporation” or “the Boosters.”
ARTICLE 2: OFFICES
The address of the registered agent and principal offices of the Corporation is 12600 West 32nd Avenue, Wheat Ridge, Colorado 80033. The name of the initial registered agent at such address is Willard B. Hardesty.
ARTICLE 3: PURPOSE
Wheat Ridge High School Music Boosters, Inc., operates to promote and encourage the development of musical talent and skills in students at Wheat Ridge High School who are enrolled in music classes by providing financial and logistical support for competitive, education and enrichment activities. The Boosters also encourage parental involvement in the support of the music students and musical programs at Wheat Ridge High School. The Boosters also: Provide social activities for the benefit and enjoyment of such students and their families; provide a means for recognition of the efforts and accomplishments of such students; encourage community awareness of the needs of the musical programs at the High School and involvement in meeting such needs; encourage and promote communication and cooperation between the administration of the High School, the staff of the school, the parents of the students, the students and the directors of the various musical organizations within the school.
ARTICLE 4: MEMBERSHIP
Section 4.1 Qualifications
There shall be two classes of members: Active members and Associate members.
Active membership shall be open to the instrumental music director(s) at Wheat Ridge High School and to any parent or guardian of any student enrolled in at least one semester of instrumental music class at Wheat Ridge High School during the year of the membership. Active membership provides the privileges of participation in the activities of the organization, holding office and voting.
Associate membership shall include all students in instrumental music classes at Wheat Ridge High School. With board approval, Associate membership shall be extended to such other individuals with a direct relationship to the organization, including, but not limited to, instrumental music alumni, parents of instrumental music alumni, other adult family members of current instrumental music students and individuals who have made significant contributions to the organization, either financial or material. Such membership provides the privileges of participation in the activities of the organization.
No members shall seek to direct the administrative activities of the music groups or school or control the policies of either.
Section 4.2 Dues
Membership dues for active members shall be $2.00 per year per member. All dues are due and payable on the date of the August meeting each year. All memberships for which dues have not been paid by midnight on the date of the September board meeting of each year shall terminate.
Section 4.3 Regular Meetings
Regular meetings of the members of this organization shall be held bi-monthly on even numbered months during the school year (August, October, December, February, and April). Unless verbal, written or electronic notification is made to the members prior to a meeting, all meetings will be held at Wheat Ridge High School.
Section 4.4 Special Meetings
Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by six members of The Board, and shall be called by the President at the request of six active members.
Section 4.4 Annual Meeting
An annual meeting of the members shall be held in May for the purpose of electing officers and members of The Board of Directors and for the transaction of such other business as may come before the meeting.
Section 4.5 Notice of General Meetings
The dates and times of regular meetings of the members of this organization shall be determined by a vote of the newly elected Board of Directors each year at their May meeting, and verbal, written or electronic notice of said dates and times shall be made to the members prior to the August meeting. In the case of a special meeting, verbal, written or electronic notice of the purpose or purposes for which the meeting is called, as well as the date and time of the meeting shall be made to the members.
Section 4.6 Quorum and Voting
A quorum of a general meeting shall consist of 15% of the general membership.
Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any general meeting of the organization at which he/she is present, on each matter submitted to a vote of the membership. Proxy voting shall not be permitted.
ARTICLE 5: BOARD OF DIRECTORS
Section 5.1 General Powers and Duties
The business and affairs of The Boosters shall be managed by its Board of Directors, herein known as The Board, except as otherwise provided in the Colorado Nonprofit Corporation Act, the Articles of Incorporation and these Bylaws.
In addition, duties of The Board shall be:
a) To transact necessary business as may be referred to it by the organization or by the Band Director
b) To oversee plans of work by committees.
c) To present a report at the regular meetings of the organization.
d) To develop and approve an annual budget and to approve payment of bills for any items not contained within the budget.
The Board shall not seek to direct the administrative activities of the music groups or school or control the policies of either.
Section 5.2 Number, Tenure and Qualifications
The Board shall be composed of three (3) elected officers, six (6) elected standing committee chairpersons, the Band Director of Wheat Ridge High School or designated representative of the school who shall serve as Vice President, and one freshman parent at large to be appointed each year by the elected members of The Board prior to the September board meeting. Elected officers, chairpersons and members at large must meet the qualifications of active membership as stated in Section 4.1. With board approval, board membership shall be extended to the Orchestra Director of Wheat Ridge High School.
Each of the elected board positions may be held by only one person.
Members of The Board shall serve for a term of one (1) year or shall remain in office until their successors assume office. No officer or standing committee chairperson shall be eligible for the same office or chairmanship for more than three (3) consecutive terms.
Section 5.3 Vacancies
Any member of The Board who misses three (3) consecutive regularly scheduled meetings may be removed from The Board by a vote of the remaining board members.
Any member of The Board may resign at any time by giving notice to the President or Secretary of the Boosters. Resignation from office or from chairmanship of a standing committee shall constitute resignation from The Board and shall take effect at the time specified in the notice of resignation.
A vacancy in any office or chairmanship of a standing committee, however occurring, may be filled by a vote of the remaining board members, though less than a quorum, for the unexpired portion of the term. Similarly, The Board may appoint a new agent for a resigned agent and a new chairperson for any ad hoc chairperson who has resigned.
Section 5.4 Authority and Duties of Officers and Chairpersons
The officers of the Boosters shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the President, The Board of Directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law:
a) President – The President shall preside at all meetings of the members and The Board of Directors and shall be a member ex-officio of all other committees, excluding the nominating committee. The President shall act as official representative of the Boosters organization. Subject to the authority of The Board, he/she shall sign all notes, obligations, contracts and other instruments required to be made for and on behalf of the Corporation; shall exercise
general supervision over its entire properties, affairs and business; and shall perform all duties
usually incumbent upon such office or specifically directed by these bylaws or The Board of Directors.
b) Vice President – The Band Director shall serve as Vice-President and shall exercise all powers and discharge all the duties of the President in case of his/her absence or inability to act, and perform any other duties assigned by The Board of Directors.
c) Secretary – The Secretary shall attend all meetings of the members and of The Board of Directors and shall keep a true and complete record of the proceedings and attendance of such meetings. The Secretary shall affix the corporate seal to any such notes, obligations, contracts or other instruments so requiring, and perform any additional duties as specified by The Board.
d) Treasurer – The Treasurer shall have responsibility for the custody and control of all funds of the Corporation, shall keep an accurate record of receipts and disbursements, and shall pay out funds only as authorized by a majority vote of The Board. The Treasurer shall present a financial report at Board meetings and shall make a formal report at each general meeting. The Treasurer shall oversee preparation of the annual budget.
The following chairpersons of standing committees shall provide overall direction
and leadership for their respective committees, recruit volunteers as necessary, coordinate activities of those volunteers, maintain an operations manual outlining the activities of their respective committee, and attend all Board and general meetings:
a) Event Fundraiser Chairperson
b) Repeating Fundraiser Chairperson
c) Hospitality Chairperson
d) Marching Season Chairperson
e) Bingo Chairperson
f) Communication Chairperson
Section 5.5 Ad Hoc Committees
The Board may establish ad hoc committees as necessary and appoint chairpersons of these committees. The duties of any ad hoc committee shall be determined by The Board.
Section 5.6 Board Meetings.
Regular meetings of The Board of Directors shall be held monthly throughout the calendar year.
Section 5.7 Special Board Meetings
Special meetings of The Board of Directors may be called by the President and shall be called at the request of a majority of The Board Members.
Section 5.8 Notice of Board Meetings
The time and place of regular meetings of The Board shall be determined by a vote of the newly elected board members every year at their May meeting. In the case of a special meeting, verbal, written or electronic notice of the time and place, as well as the purpose or purposes for which the meeting is being called, shall be made to all members of The Board by the President.
Section 5.9 Quorum and Voting
Eight (8) members of The Board present in person shall constitute a quorum for the transaction of business at any meeting of The Board of Directors, and the vote of 3/4ths of the Board members present in person at a meeting at which a quorum is present shall be the act of The Board of Directors. Each member of The Board shall have one (1) vote on each matter that is submitted to a vote of The Board. No member of The Board may vote or act by proxy at any meeting of The Board of Directors. However, a consent vote as authorized under CRS 7-128-202 is allowed.
Section 5.10 Nominations
The Board of Directors shall appoint a nominating committee of one (1) Board member and two (2) non Board members in February, to nominate one person for each office and committee chairmanship. A slate of officers and standing committee chair nominees shall be presented at the April general meeting. Additional nominations may be made from the floor by any member in attendance provided that the persons so nominated do not decline when their name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his/her proposer shall present to the Secretary a written statement from the proposed candidate signifying his/her willingness to be a candidate.
ARTICLE 6: FINANCES
Section 6.1 Compensation
Board members shall not receive compensation for their services rendered to or for the benefit of the Boosters. Board members may be reimbursed for expenses incurred in the performance of their duties if approved by a majority of The Board.
Section 6.2 Disbursements of Funds
All funds of this organization shall be used for the benefit and advancement of the music programs of Wheat Ridge High School. Allocation of such funds shall be determined by the Music Director’s assessment of priorities and needs with the approval of The Board.
ARTICLE 7: DISSOLUTION
Section 7.1 Dissolution of Organization
This organization may be dissolved by a two-thirds (2/3) vote of the total members of The Board of Directors or by a two-thirds (2/3) vote of the general membership. In the event of dissolution, after payment of all debts, the total remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code. If it is in existence at the time of dissolution, it is the intention of the organization that the assets be transferred into the Wheat Ridge High School music account.
ARTICLE 8: INDEMNIFICATION
Section 8.1 Indemnification
(a) As used in this Section 8.1, any word or words defined in Section 7-3-101.5 of the Colorado Corporation Code, as amended from time to time (the “Indemnification Section”), shall have the same meaning as provided in the Indemnification Section.
(b) The Boosters shall indemnify and advance expenses to a member of The Board or officer of the Boosters in performance of The Board member’s or officer’s duties to the fullest extent permitted by and in accordance with the Indemnification Section and C.R.S. Section 7-40-104.
(c) With respect to a person acting in an advisory capacity for the Boosters, other than a Board member or officer of the Corporation, the Boosters may, as determined by The Board of Directors, indemnify and advance expenses to such person acting in an advisory capacity in connection with proceeding to the extent permitted by and in accordance with the Indemnification Section and C.R.S. Section 7-40-104.
(d) Any indemnity payable under this Section 8.1 shall be reduced or eliminated to the extent of any insurance benefits paid or recovered under any policy purchased pursuant to Section 8.2.
Section 8.2 Insurance
By action of The Board of Directors, notwithstanding any interest of The Board members in such action, the Corporation may purchase and maintain insurance in such amounts as The Board of Directors deems appropriate on behalf of any person who is or was a Board member, officer, employee, fiduciary or agent of the Boosters, against any liability asserted against or incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under applicable provisions of law or this Article. The Boosters may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to insure the payment of such sums as may become necessary to effect indemnification as provided herein.
ARTICLE 9: MISCELLANEOUS
Section 9.1 Account Books, Minutes, Etc.
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees. All books and records of the Boosters may be inspected by any Director or his/her accredited agent or attorney, for any proper purpose at any reasonable time.
Section 9.2 Fiscal Year
The fiscal year of the Corporation shall be the calendar year.
Section 9.3 Conveyances and Encumbrances
Property of the Corporation may be assigned, conveyed or encumbered by the President of the Boosters as authorized to do so by The Board of Directors, and, so authorized, the President shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of such property and assets of the Boosters shall be authorized only in the manner prescribed by applicable statute.
Section 9.4 Designated Contributions
The Corporation may accept any designated contribution, grant, bequest or devise consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the Corporation reserves all right, title and interest in and to and control of such
contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose or use. Further, the Corporation shall retain complete control over all donated funds (including designated contributions) and shall exercise unlimited discretion as to their use so as to insure that such funds will be used to carry out the Corporation’s tax-exempt purposes.
Section 9.5 Conflicts of Interest
If any person who is a Board member or officer of the Corporation is aware that the Corporation is about to enter into any business transaction directly or indirectly with himself/herself, any member of his/her family or entity in which he/she has any legal, equitable or fiduciary interest or position, including without limitation as director, officer, shareholder or trustee, such person shall (a) immediately inform those charged with approving the transaction on behalf of the Corporation of his/her interest or position, (b) aid the person charged with approving the transaction by disclosing any material facts within his/her knowledge that bear on the advisability of such transactions from the standpoint of the Corporation, and (c) not participate in any vote on the decision to enter into such transaction.
Section 9.6 Loans to Directors and Officers Prohibited
No loans shall be made by the Corporation to any of its Board members, officers or active members.
Section 9.7 - Treasurer's Review
The Board of Directors shall cause an annual review to be made of its books for the previous fiscal year by a committee of at least one active non-board member and one board member other than the treasurer. The purpose of this review shall be to show that all transactions have been recorded correctly. This review shall be completed by May 15th of each year.
Section 9.8 Corporate Seal
The Board of Directors shall adopt a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Seal” and “Colorado”.
Section 9.9 Amendments
These Bylaws may be altered, amended or repealed or new Bylaws adopted under the terms of article 5.9 or a two thirds vote of the general membership, provided that written notice of the proposed actions is given to members at least 15 days in advance of the meeting.
Section 9.10 Severability The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and, in such event, these Bylaws shall be construed in all respects as if such invalid provision were omitted.
Last revised 1/04/05
