Article I – Name. 3
1.1 Name. 3
Article II – Purpose and Objective. 3
2.1 Purpose. 3
2.2 Objective. 3
Article III – Location. 3
3.1 Location. 3
Article IV – Membership and Voting. 4
4.1 Association Membership. 4
4.2 Elections. 4
4.3 Voting. 4
Article V – Board of Directors and Officers. 4
5.1 Officers. 4
5.2 Term.. 4
5.3 Board Positions. 4
5.4 Election of Officers. 6
5.5 Disciplinary Action. 6
5.6 Vacancies. 6
Article VI – Meetings. 6
6.1 Annual Meeting. 6
6.2 Notice of Meeting. 6
6.3 Special Meetings. 7
6.4 Transaction of Business. 7
6.5 Absence and Negligence. 7
Article VII – Finances. 7
7.1 Fiscal Year 7
7.2 Financial Recordkeeping. 7
7.3 Registration Fees. 8
7.4 Equality. 8
7.5 Authorization. 8
7.6 Federal and State Reporting Requirements. 8
7.7 Audit 8
7.8 Disbursement 8
Article VIII – Committees. 8
8.1 Standing Committees. 9
Article IX – Political Activities. 9
9.1 Political Activities Policy. 9
Article X – Indemnification. 9
10.1 Officers, Directors, and Employees. 9
10.2 Assignment 10
10.3 Policy Amendments. 10
Article XI – Parliamentary Authority. 10
11.1 Robert’s Rules of Order 10
Article XII – Conflicts of Interest 10
12.1 Conflicts of Interest Policy. 10
Article XIII – Amendments. 11
13. 1 Articles and Bylaws. 11
Article XIV – Dissolution. 11
14.1 Association Dissolution. 11
Rockville High School Football Booster Club
Articles of Association and Bylaws
(as adopted on March 1, 2006)
Article I – Name
This organization shall be known as Rockville High School Football Booster Club, hereafter referred to as the “Association”.
Article II – Purpose and Objective
Rockville High School Football Booster Club is organized exclusively for charitable and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section(s) of any and all future federal tax code(s).
The objective of this Association is to establish a booster club that supports organized amateur football with ultimate objectives of social, physical, mental, and moral development of boys and girls aged 13 to 18 years. A program of friendly competition with the goal of educating players about sportsmanship, teamwork, fellowship, courtesy, discipline, and integrity will be established.
Article III – Location
The registered office of this Association in the State of Connecticut, shall be in the City of Vernon, County of Tolland. The Association may have such other offices, either within or without the State of Connecticut, as the Board of Directors may determine. The registered office of the Association shall be maintained in the State of Connecticut at all times and shall be changed only upon the action of the Board of Directors.
Article IV – Membership and Voting
4.1 Association Membership
All parents meeting the requirements of age and residence set forth in the bylaws of the Association, or any participating adults or parents of Association players, shall be eligible for membership.
Any adult who is an Association member shall have one (1) vote in the election process for positions of Board members.
Other than elections, the Association shall have no voting members. The management and affairs of the corporation shall be at all times under the direction of the Board of Directors, whose operations in governing the Association shall be defined by statute and by these bylaws. No Director shall have any right, title, or interest in or to any property of the Association.
Article V – Board of Directors and Officers
The Officers of this Association shall be elected by majority vote. The positions of office shall include: President; Vice President, Secretary; and Treasurer.
The term of office shall be one (1) year from January 1st through December 31st.
5.3 Board Positions
The Board of Directors shall consist of the above-mentioned Officers. It shall be the duty of the elected Officers to appoint qualified people for other positions as necessary for the operation of the Association. The duties of the Officers shall include, but not be limited to, the following:
5.3.2 Vice President
- Preside at all meetings of the Association.
- Conduct the affairs of the Association and execute the policies as established by the Association’s bylaws.
- Investigate complaints, irregularities, and conditions detrimental to the association and report thereon to the Board of Directors as necessary.
- Responsible for arranging for team and Association insurance.
- Shall have authority to take immediate disciplinary action against any Association member for any serious violations of these bylaws as determined by the Board of Directors.
- Shall act as an aide to the President
- Shall be in charge of election of officers for the new Board
- Recognize that the Association must remain and a constant state of revitalization and growth and shall ensure a constant flow of information to the Board to identify and address weak areas of player development.
- Responsible for activities concerning the registration process
- Act as an aide to the President.
- Maintain the Association’s bylaws.
- Responsible for all publicity-related activities including, but not limited to, newsletters, placement of information in local newspapers and school newsletters.
- Absent a fundraiser position, shall be responsible for fundraising and sponsors.
- Maintain records of business transacted at each meeting and provide a copy of the minutes to the Board members at the next regularly-scheduled meeting.
- Responsible for recording the activities of the Association and maintain appropriate files, mailing lists, and necessary records.
- Conduct all Association correspondences not otherwise specifically delegated and shall be responsible for carrying out all orders, votes, and other resolutions that are not otherwise committed.
- Maintain a running history of the Association.
- Shall receive and distribute all funds of the Association as authorized by the Board
- Shall keep financial records
- Prepare a monthly report of all financial transactions
- Shall be responsible for all fundraising activity including, but not limited to, any and all fundraising programs and sponsorships
- Locate and secure sponsorships and grants from individuals and businesses
- Shall be responsible for prompt payment of Association insurance bills
- Shall maintain a running history of the Association's financial records
5.3.5 Other Positions
- Shall create and maintain a budget for all Association expenses
- Other Board of Director positions can be added at any time if deemed necessary.
5.4 Election of Officers
In November of each year, the President will call a meeting with the members to elect new Officers. New Officers will be determined by a majority vote. Results of the voting will be announced on the Association’s web site..
5.5 Disciplinary Action
Disciplinary action against a Board Officer or Association member will only be considered if a written request is presented to the Board at least one week prior to a scheduled Board meeting. Written notice of impending action, or any action taken by the President, must be given to the charged individual and Board members prior to the Board meeting at which time the action will be discussed. The charged individual will be allowed to speak on his/her behalf at the Board meeting. Final discipline or removal from a position requires a two-thirds vote of the attending Board members.
Vacancies occurring in elected offices before the expiration of that term shall be appointed by the President with the approval of a two-thirds vote of the remaining Board.
Article VI – Meetings
6.1 Annual Meeting
An Annual Meeting will be held for the purpose of conducting the election of Officers. If any positions are not filled by election, the President may fill these positions by appointment with the approval of the elected Board members.
6.2 Notice of Meeting
At least seven (7) days in advance of each Board meeting, notice of the meeting shall be given to the members in such a form as authorized by the Board.
6.3 Special Meetings
Special meetings may be called by the Board or the President at their discretion. Upon written request of at least five (5) Association members, the President shall call a special meeting to consider a specific request.
6.4 Transaction of Business
Meetings of the Board of Directors shall be held as required for the transaction of business after all Board members have been notified of the time and place. A majority of Board members, one plus half of the current number of Board members, must be present at a meeting to constitute a quorum for the purpose of transacting business. Any member may submit an absentee Proxy Vote in writing. Any matters not specifically addressed in these bylaws will follow the guidelines set forth in Robert’s Rules of Order
6.5 Absence and Negligence
Any Board member absent from three (3) consecutive regular monthly board meetings or otherwise negligent in the performance of his/her duties is subject to removal from office at the discretion of the Board of Directors.
Article VII – Finances
7.1 Fiscal Year
The fiscal year for the Association shall begin on the 1st day of January and end on the 31st day of December in each calendar year.
7.2 Financial Recordkeeping
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall also keep at its registered office a record giving the names and addresses of the members entitled to vote. All such books and records shall be made available for inspection by any member, or his agent or attorney, for any proper purpose at any reasonable time at the registered office of the Association. Upon request of any member, the Association shall furnish such member with a statement showing the financial results of all operations and transactions affecting income and surplus during its last annual accounting period, and a balance sheet containing a summary of its assets and liabilities as of the closing date of such accounting period.
7.3 Registration Fees
Registration and sponsor fees will be determined by the Board of Directors in a meeting before each season's sign-ups. The fees shall be initiated to defray the operating expenses of the Association. Deferred payments may be approved by the Board in the event of hardship situations.
The Board of Directors shall decide all matters pertaining to the finances. No individual team shall have an advantage over any other team in regard to expenditures.
Checks will be signed by the Treasurer. All payments will be pre-approved by the President prior to payment. No one person can approve payment and sign a check for any given disbursement. No expenditure or association commitment over two hundred fifty ($250.00) dollars will be made without prior board of director approval.
7.6 Federal and State Reporting Requirements
The Treasurer shall be responsible for annually filing all required Federal (IRS) and State Information returns. These returns are public information.
The Treasurer’s books shall be audited after the end of the fiscal year or more often if the Board so desires. The auditor shall be a designee of the Board. The extent of the audit is at the discretion of the Board and the results will be reported to the Board.
No part of the net earnings of the association shall inure to the benefit of, or be distributable to, it’s members, trustees, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions for Association purchased items and for reimbursements to Board members and coaches for expenses incurred on behalf of the Association.
Article VIII – Committees
Committees shall be appointed by the President and/or Board of Directors as required to conduct business of the Association.
8.1 Standing Committees
8.1.1 Executive Committee
This committee shall be composed of the President, Secretary, and Treasurer. This committee shall meet periodically to discuss the current status of the organization and if necessary, make policies or take care of urgent business issues in between regular Board of Director meetings.
8.1.2 Finance/Fundraiser Committee
This committee shall consist of the President, Secretary, Treasurer, and players and/or parents. It shall be the duty of this committee to prepare a budget for the fiscal year. The budget shall be completed by December 1. The Finance Committee may periodically submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote. The committee shall also develop and organize fundraising activities.
8.1.3 Special Committees
The Board of Directors may form special committees if deemed necessary. The President shall be an ex-officio member of all committees.
Article IX – Political Activities
9.1 Political Activities Policy
No part of the activities of the Association shall be carrying on of propaganda, or otherwise attempting to influence legislation. The association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Not withstanding any other provision of these articles, the association shall not carry on any other activities. Notwithstanding any other provision of this document, the association shall not carry on (a) any other activities not permitted to be conducted by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or corresponding section of any and all future federal tax codes, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article X – Indemnification
10.1 Officers, Directors, and Employees
The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the Association against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Association; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
10.3 Policy Amendments
This Article constitutes a contract between the Association and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Article XI – Parliamentary Authority
11.1 Robert’s Rules of Order
The rules contained in the current edition of Robert’s Rules of Order
shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the bylaws.
Article XII – Conflicts of Interest
12.1 Conflicts of Interest Policy
For purposes of this provision, the term "interest" shall include personal interest, interest as director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term "concern" shall mean any Association, trust, partnership, limited liability entity, firm, person or other entity other than the Association.
No director or officer of the Association shall be disqualified from holding any office in the Association by reason of any interest in any concern. A director or officer of the Association shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any director or officer of the Association has an interest in the concern with which such transaction is entered into, provided:
- The interest of such officer or director is fully disclosed to the board of directors.
- Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the Association.
- Payments to the interested officer or director are reasonable and do not exceed fair market value.
- No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
- The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Article XIII – Amendments
13. 1 Articles and Bylaws
These articles of association and bylaws shall be adopted or amended by a majority vote of the Board of Directors of the Association at any regular or special meeting. A complete history of the amendments to the bylaws shall be recorded in the files of the Association and be maintained by the Secretary.
Article XIV – Dissolution
14.1 Association Dissolution
Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of Tolland County, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.