SOUTH LAKES HIGH SCHOOL BOOSTER CLUB, INC.
ARTICLE I – NAME OF ORGANIZATION
The name of this organization, as stated in the Articles of Incorporation, is the SOUTH LAKES HIGH SCHOOL BOOSTER CLUB, INC. (“SLHS BC”), located in Reston, Virginia.
ARTICLE II – GOVERNING DOCUMENTS
The governing documents of the SLHS BC shall include (a) the By-Laws of this organization and (b) the Articles of Incorporation of this organization.
ARTICLE III – PURPOSES
Section 1: The Purposes of the SLHS BC are:
Section 2: The Purposes of the SLHS BC as noted in Section 1 above, are achieved via the work performed by committees designated by this club. The work performed includes fundraising, volunteering, marketing and other activities. All work performed is governed and qualified by the basic policies set forth in Article IV below.
Section 3: The SLHS BC is organized exclusively for the charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE IV – BASIC POLICIES
Section 1: The SLHS BC shall be non-commercial, non-sectarian, and non-partisan.
Section 2: The SLHS BC or members representing this club in their official capacities shall not engage in activities unrelated to promoting the Purposes of this club, as noted in Section 1 above.
Section 3: The SLHS BC or members representing this club in their official capacities, shall not participate in any political campaign on behalf of, or in opposition to, any candidate for public office or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise.
Section 4: No part of the net earnings of the SLHS BC shall inure the benefit of, or be distributable to its members, officers, or other private persons, except that this club shall be authorized and empowered to pay reasonable compensation for services rendered, and empowered to make payments and distributions in furtherance of the purpose set forth in the Articles of Incorporation and as noted in Article III above.
ARTICLE V - GENERAL MEMBERSHIP AND DUES
Section 1: Any person, or persons, with a child or children currently enrolled at SLHS, having an interest in becoming a general member of the SLHS BC is eligible for general membership with voting privileges in this club at any time via payment of the general membership yearly club dues concurrent with the current school year.
Section 2: The cost of the Annual membership dues shall be established by the Board of Directors each year during the annual May meeting. The general membership annual year shall run from July 1 of the current calendar year to June 30 of the following calendar year. General membership is included when purchasing a Booster or All Sports Pass.
Section 3: Each paid general membership shall be extended in the name of an individual person, in the name of a family unit, or in the name of an individual person representing a sponsoring corporate organization.
Section 4: Any general membership shall be made available without regard to race, color, gender, creed, national origin, or financial ability.
Section 5: Members of a family living at the same address or using the same email address for purchasing membership shall be considered as having one family membership and shall be entitled to one vote
Section 6: Corporations are entitled to one vote per corporation.
Section 7: Any membership in the name of an individual person and in good standing1 shall be entitled to one (1) vote in club officer elections or in any general membership discussion item requiring a voting consensus.
Section 8: The SLHS BC annual yearly dues shall be established yearly by the SLHS BC Board of Directors (see Article VI below).
ARTICLE VI – BOARD OF DIRECTORS
Section 1: The affairs of the SLHS BC shall be managed by a Board of Directors, elected by current club members in good standing. Elections shall be held annually at the May annual membership meeting of the club. The Board of Directors’ terms of position shall commence on July 1 of the current calendar year and conclude on June 30 of the following calendar year. No one (1) current club member in good standing may be elected to hold more than one (1) Board of Directors position at any one time. All members of the Board of Directors must be the parent or guardian of a student enrolled at South Lakes High School.
Section 2: The SLHS BC Board of Directors voting members shall consist of:
The Committee Directors shall be nominated by the elected Executive Board of Directors and then, voted upon by all members in good standing and who are present at the May annual membership meeting, and elected at that time.
Section 3: In the event that multiple club members in good standing are elected to any one director position, the Executive Officers of the Board of Directors shall vote and will serve as the tie breaker.
Section 4: Every Executive Officer, as noted in Article VI Section 2 above, shall have an elected term limit of three (3) consecutive yearly terms in the same position.
Section 5: In the event that a vacancy occurs for any of the Board of Directors voting member positions, noted in Article VI Section 2 above, that position shall be filled for the unexpired term by a person nominated by the Executive Board of Directors and elected by a simple majority according to the Voting Process outlined in Article X, with prior notice of such election having been given.
Section 6: The SLHS BC Board of Directors non-voting members shall consist of:
Section 7: The general overall duties of the Board of Directors shall be:
Section 8: Each of the elected voting members of the SLHS BC Board of Directors is expected to attend and participate in the monthly club meetings.
Section 9: Each of the elected voting members of the SLHS BC Board of Directors is expected to support and aid the concessions committee in the snack bar related activities throughout the year.
Section 10: The elected voting members of the SLHS BC Board of Directors shall not be held personally liable for the obligations of the club, and shall not be liable in damages to the club for injury which may result from the fulfillment of the Board of Directors’ duties when they perform the duties of their position in good faith and with that degree of diligence, care and skill which ordinarily prudent individuals would exercise under similar circumstances.
ARTICLE VII – DUTIES OF THE BOARD OF DIRECTORS EXECUTIVE OFFICERS
Section 1: The President:
Section 2: The 1st Vice President:
Section 3: The 2nd Vice President:
Section 4: The Treasurer:
Section 5: The Financial Secretary:
Section 6: The Secretary:
ARTICLE VIII – DUTIES OF THE DIRECTORS
Section 1: Only current SLHS BC ‘members in good standing shall be eligible to serve in any one (1) elected or appointed Board of Directors position. Directors shall head committees to include:
Section 2: The elected Directors shall chair committees deemed necessary to promote the SLHS BC Purposes, as noted in Article III above, and carry on the work of the club. The elected Director(s) of each committee shall present a plan of work to the Board of Directors for approval. No committee work shall be undertaken without consent of the Board of Directors. The Directors shall turn over all plans of work to the President at the end of the current term served or when departing office. The Directors have the final authority to grant permission on the use of club owned equipment or inventory.
Section 3: The Director of Concessions:
Section 4: The Director of Membership:
Section 5: The Director of Sponsorships:
Section 6: The Director of Volunteers/Team Liaisons:
Section 7: The Director of Marketing and Communications:
Section 8: The Director of Special Events:
Section 9: The Director of Facilities & Improvements:
ARTICLE IX – VOTING PROCEDURES
When transacting business and making decisions that require a vote, a simple majority by a quorum of the Board of Directors is required. A quorum is comprised of least four (4) Executive Officers and at least three (3) Committee Directors. A Committee Director may assign a person who is an active member of their committee, as an alternate to vote on behalf of their committee. The Secretary is responsible for ensuring a quorum is present at a voting meeting. The President is required for all votes unless that position is vacant. The following is sample list of actions that require a majority vote by this quorum:
ARTICLE X – NOMINATING COMMITTEE
Section 1: There shall be a nominating committee of an uneven number, with no less than three (3) members, in good standing, who shall be appointed by the Board of Directors at least three (3) months prior the May annual membership meeting. The committee shall elect its’ own chairperson.
Section 2: The nominating committee shall nominate an eligible person for each director to be filled and report such nominees to the Secretary. Nominations shall be made to the membership no less than 30 days prior to the May annual membership meeting. At the May annual membership meeting additional nominations may be made from the floor.
Section 3: Only those persons who have consented to serve, if elected, shall be nominated.
ARTICLE XI – OTHER COMMITTEES
Section 1: The President, with approval from the Board of Directors, may appoint such committees and special committees from the Board of Directors or from the general membership as are deemed necessary to assist in the management of the affairs of the club, and shall appoint the chairpersons of such committees.
Section 2: Actions taken by the committees are subject to the approval of the Board of Directors, and no committee shall exercise on its own the authority of the Board of Directors.
ARTICLE XII – TEAM REPRESENTATIVES
Section 1: Representatives shall be selected for the individual SLHS sports/activities for a twelve (12) month term commencing with the current season for the sport/activity. If the team representative is unable to fulfill a twelve (12) month term he/she will provide an acceptable replacement.
Section 2: Individual coaches/sponsors will be asked to select team representatives. If no representative is named in a reasonable amount of time, the Board of Directors may appoint a representative for this purpose.
Section 3: In sports/activities which have more than one (1) level of participation, the representative should seek another volunteer representative to assist in fulfilling his/her duties and advise the Board of Directors of the selection. The representative of a sport/activity which has a large roster should do the same.
Section 4: It is not the responsibility of the representative to act as an intermediary between parents or student participants and the coaching staff or sponsors regarding any sport/activity related issues.
Section 5: Team representatives shall be non-voting Board of Directors members, as noted in Article VI Section 7 above.
Section 6: The Student Representative(s) noted in Article VI Section 7 above, shall be selected by the SLHS Student Government Association (SGA) or the general student body.
Section 7: The maximum number of Student Representatives shall be two (2). In the event of two (2) representatives, the students may opt to attend and participate in the regular monthly scheduled meetings on a rotating basis.
Section 8: The Student Representatives shall be non-voting Board of Directors members, as noted in Article VI Section 7 above.
ARTICLE XIII – ELECTIONS AND REMOVAL
Section 1: The SLHS BC Executive Officers of the Board of Directors, as noted in Article VI Section 2 above, shall stand for election and be elected for the ensuing year by a single voting session of the club members at the May annual membership meeting of the club.
Section 2: Prior to each May annual membership meeting of the club the Board of Directors shall appoint a Nominating Committee, as noted in Article X above, to select the slate of officers for presentation to the corporate membership for their vote. The Nominating Committee shall consist of three (3) persons, all of whom are members in good standing in the club. At the May annual membership meeting the Nominating Committee shall nominate at least one (1) member for each of the six (6) Board of Directors Executive Committee positions.
Section 3: Only current members in good standing with the club may be considered as nominees for office.
Section 4: Additional nominations may be made from the floor by any member of the club at the May annual membership meeting. No candidate shall be placed in nomination by the Nominating Committee or from the floor unless the candidate has given his/her consent to serve if elected. When no nominations are made, in addition to the single slate recommended by the Board of Directors, elections will be via a voice vote. In the event that more than one nomination is placed for any single position, a secret written ballot shall be used for that position.
Section 5: When it shall become necessary to fill any Board of Directors Executive Committee position vacancy, due to any reason, the remaining members of the Board of Directors may, via an affirmative majority vote and according to the Voting Procedures in Article IX above, appoint a successor who shall serve the remainder of the unfilled term until the next scheduled elections.
Section 6: Members of the Board of Directors may be removed from office for ‘just cause’. The basis for ‘just cause’ shall be determined via a majority vote by the Board of Directors, but includes non-participation in Booster meetings and non-performance of specific duties related to the individual’s role. The member being considered for removal will not be entitled to vote during these proceedings.
ARTICLE XIV – FINANCIAL
Section 1: The Board of Directors shall decide all policy matters pertaining to financial activities of the SLHS BC.
Section 2: All activities and funding of the club shall be on an operational year basis which will coincide with the term, of the Board of Directors. The Fiscal Year of the club will begin on July 1 of the current year and end on June 30 of the following year.
Section 3: All financial records maintained by the Treasurer and Financial Secretary of the club will be closed as of June 30 and a final report presented by September 30 of that year.
Section 4: Funds of the club shall be deposited only in national banks, state banks, federal savings and loan associations, or trust companies operating in accordance with the laws of the State of Virginia and only in institutions in which the deposits are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation.
Section 5: All funds of the club shall be deposited in such qualified depository within a reasonable time after their receipt. Any funds acquired by the club shall be clearly marked for and deposited to the account of the SOUTH LAKES HIGH SCHOOL ATHLETIC BOOSTER CLUB, INC.
SECTION 6: The starting balance for concessions and/or merchandise shall be signed-off by Financial Secretary and one other Booster Club member. The ending balance must be counted and signed by two Booster Club members and verified by the Financial Secretary.
Section 8: All expenses paid shall be evidenced by a receipt and identification of the item(s) or service(s) for which funds were expended.
Section 9: The Board of Directors shall determine the cost of the annual membership dues and/or the requirements for individual categories of membership before an individual or group (family, corporation, partnership or other legal entity) shall be entitled to membership in the club. Said dues or requirements shall entitle said individual or group represented by an authorized person to one (1) vote in matters before the club membership.
Section 10: Proposals for general fund-raising activities or disbursement of funds may be presented or recommended by any member the club and/or SLHS authorizes to the Board of Directors for consideration and review.
Section 11: The board shall enforce and comply with the Auditing Procedures (Article XV).
Section 12: Funds expended in the form of donations to South Lakes High School, or other institutions or organizations, shall be made only for the purpose which directly or indirectly support student activities and athletic programs at South Lakes High School. Funds will be provided to South Lakes High School in accordance with Fairfax County and Virginia State regulations.
Section 13: The board may enlist the services of contractors providing it complies with all IRS regulations and reporting requirements and that no board member may be a contractor
Section 14: The board is responsible for enforcing and abiding by the Approval and Disbursement of Funds Policies (Addendum A).
ARTICLE XV – AUDITING PROCEDURES
Section 1: An Audit Committee, OR a professional auditor, shall be appointed by the President prior to the end of the fiscal year. An Auditing Committee shall consist of no fewer than three (3) current Board members in good standing. No one (1) member with signature authority shall sit on the Auditing Committee.
Section 2: The Treasurer shall submit the books to the Audit Committee, or the professional auditor, at the end of the fiscal year. The audit report shall be submitted in writing to the Executive Officers of the Board of Directors.
Section 3: The President, upon resignation of the Treasurer during the term, shall select an Audit Committee, or professional auditor, within one (1) week of the resignation. An interim audit shall be performed with fiscal year-end auditing procedures and shall be completed within three (3) weeks of the resignation. A report shall be submitted to the Executive Officers of the Board of Directors. The interim audit shall not be performed in lieu of the year-end audit.
ARTICLE XVI – MEETINGS
Section 1: There shall be at least one (1) regular meeting of the SLHS BC Board of Directors held during each of the months of the school year, on a date and at a time and place determined by the President and presided over by the President or Vice President. A majority of Board of Directors present at the meeting shall constitute a quorum. Additional special meetings may be held at the call of the President or by the majority of the Board of Directors members. Advance notice of these meetings shall be distributed via email by the Secretary at least seven (7) days prior to such meeting.
Section 2: The May annual membership meeting of each year shall be held at South Lakes High School. Notice of this annual meeting shall be distributed by the Secretary to each current member of the club not less than ten (10) days in advance of the meeting.
Section 3: Proper notice of the May annual membership meeting having been given, those members attending and participating in person shall constitute a quorum.
Section 4: Special meetings may be called or requested by the broader group of booster club members (voting and non-voting) via written petition to the President of not less than twenty five (25) members in good standing.
Section 5: Each member (individual, family, firm, corporation or other organization) with voting privileges as defined in Article V and determined by the club to be in good standing shall be entitled to one (1) vote at any general membership meeting. The vote of a group member (individual, family, firm, corporation or other organization) shall be cast for it by the authorized representative.
Section 6: Unless otherwise specified by law, Articles of Incorporation or these By-Laws, or unless otherwise decided by a majority of those present and voting, decisions of the Board of Directors shall be by a majority of those present.
Section 7: Except as otherwise provided in the Articles of Incorporation or in these By-Laws, the meetings of the general membership and the Board of Directors shall be conducted in accordance with Roberts Rules of Order (as revised).
Section 8: Any question as to the proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Directors.
ARTICLE XVII – CHANGES AND AMENDMENTS
Section 1: These By-Laws may be amended at any meeting of the Board of Directors through the Voting Procedures (Article IX) provided reasonable notice has been given. A quorum shall be established at the meeting in which the voting takes place.
Section 2: The By-Laws of the SLHS BC shall be reviewed every three (3) years by an Ad-hoc Committee.
Section 3: The Ad-hoc Committee shall consist of a minimum of three (3) Board of Directors, one (1) of which is the President and/or Vice President.
1Good standing is defined as being a current member of the SLHS Athletic Boosters with no known current or pending or outstanding legal criminal offenses
ADDENDUM A – EXPENSE APPROVALS AND DISPURSEMENT OF FUNDS POLICIES