ORTING
PERFORMING ARTS BOOSTER CLUB BY-LAWS
ARTICLE
I
ORGANIZATION
Section 1. The name of this
organization shall be "The Orting Performing Arts, Inc." and shall be referred to as the "OPABC".
Section 2. OPABC is a
non-profit corporation organized under Section 501c (3) Revenue Code Pursuant
to RCW 24.03.
ARTICLE II
PURPOSE
Section 1. OPABC may
cooperate with the Orting School District Performing Arts Director(s), and
shall abide by the
regulations of the Orting School District #344.
Section 2. The purpose of
OPABC shall be to raise funds to further the cause of the Orting Performing
Arts Programs.
Section 3. OPABC shall
solicit and receive all donation, fundraisers and gifts to provide for the
general needs of the Orting Performing Arts.
Section 4. OPABC is not
formed with a view to, or for the purpose of, money gain for profit of its
membership.
Section 5. OPABC business and
fiscal year is August 1st through July 31st.
ARTICLE III
MEMBERSHIP
Section 1. Membership in OPABC
shall be open to all individuals who support the Orting School District Performing Arts Programs and agree to
abide by the Bylaws.
a) The voting rights, privileges, and property of members shall be as stated in these
Bylaws.
b)
There will be three (3) classes of members: Regular Members, Student Members, and
Affiliate Members as defined in Sections 2, 3 and 4 below respectively.
Section 2. Regular
Members must meet the criteria listed below:
Regular Members
shall be eligible to vote, hold office, constitute a quorum and have all other
rights common to the general membership upon payment of Dues.
a)
A parent or legal guardian of student(s) in the Orting
School District Performing Arts Programs, to include Band, Choir, Dance, Cheer and other Performing Arts
clubs authorized by the Orting School District, and;
b)
Who
attend at least three OPABC meetings during a 12 month period, and;
c)
Who
participates in at least one OPABC authorized fundraiser or provides support to
at least one Orting Performing Arts activity during a 12 month period.
Section 3. Student Members shall be all
current members in good standing of the Orting Performing Arts Programs. Student members shall not be eligible to
vote, hold office or constitute any portion of a quorum but shall have the
rights common to the general membership.
Section 4.
Affiliate Members shall be places of business, community organizations, alumni and
individuals wishing to support OPABC, but who are not eligible for Regular
membership under Section 2. Affiliate
Members shall not be eligible to vote, hold office or constitute any portion of
a quorum, but shall have all other rights common to the general membership.
ARTICLE IV
FUNDING
Section 1.
Contributions to the General Fund- All contributions paid or made to
OPABC shall become the property of the OPABC General Fund, the contributor
having no further claim thereto.
Section 2.
Fundraising- Revenues for the operation of the OPABC shall be raised by
designated fundraising activities that shall be approved by the Executive
Board.
ARTICLE V
OFFICERS
Section 1.
Officers will be comprised of active OPABC Regular Members. Nominations for officers shall be accepted at
the first OPABC meeting in April and May of each year. Elections to office will be held at the first
OPABC meeting in June. Elected officers
will undertake elected roles of office at the OPABC meeting in August. The elected officers of OPABC and the Past President
shall be the members of the Executive Board.
Section 2.
Elected Offices are:
a)
President. This office is for a two (2) year term.
b)
Vice
President. This office is for a one (1)
year term.
c)
Treasurer.
This office is for a two (2) year term.
d)
Recording
Secretary. This office is for a one (1)
year term.
Section 3.
The Orting Middle School and Orting High School Performing Arts
Director(s) shall be defined as Band Director, Choir Director, Dance Director,
etc. Each Director is an Officer of OPABC
ipso facto (by the fact itself) and
is recognized as a lawful representative of the Orting Middle School and High
School Principal. He/She shall be an
Ex-Officio (member of the Body, by virtue of holding office-may or may not
vote) member of all committees.
Section 4. Vacancies
occurring during the year may be filled by an election of the membership, to be
held within thirty (30) days after vacancy.
ARTICLE VI
DUTIES OF OFFICERS
Section 1. The
President shall:
a)
Serve
a two (2) year term.
b)
Conduct
all meetings of OPABC.
c)
Be a member, Ex-Officio, of all committees.
d)
Appoint committees and appoint the chairperson of each
as necessary to ensure the responsible
operation of the OPABC.
operation of the OPABC.
e)
Coordinate with the Performing Arts Director(s) and the
Treasurer, the preparation of an Operating Budget in advance of the fiscal year. The budget will be presented to the
Executive Board in August and submitted to the general membership for approval
during the September OPABC meeting.
f)
Not make any motion or cast any vote during
Member Meetings; however, motion and voting rights are restored during
Executive Board Meetings.
g)
Serve as the Advisory Officer to the Executive Board
following his/her term of office and shall be designated as the "Past President." The Advisory Officer shall not make any
motion or cast any vote during Executive Board meetings.
Section 2. The Vice-President shall:
a)
Serve a one (1) year term.
b)
Assume all the responsibilities of the President in the
absence of the President and shall perform all other duties delegated by the President.
c)
Appoint
assistants as required.
d)
Coordinate
all fundraising activities.
e)
Report directly to the President of OPABC on the
progress of the various committee chairpersons in charge of OPABC fundraising activities.
f) Review by-laws
annually and present, in writing, at the May meeting any recommended changes
for approval by the membership at the most appropriate subsequent meeting.
for approval by the membership at the most appropriate subsequent meeting.
Section 3. The Treasurer shall:
a) Serve a two (2) year
term.
b)
Be responsible for keeping a full and accurate record of
all financial matters of OPABC.
c)
Maintain
a permanent and accurate set of records detailing all funds received, deposited
and disbursed. These records shall be permanent property of OPABC and shall be
available for examination by its members.
d)
Be responsible for the disbursing of expenditures
approved of and authorized by the membership and the Executive Board.
e)
Give detailed and accurate report of all receipts and
expenditures at all regular OPABC meetings and Executive meetings.
f)
Present an annual audited financial report within two
(2) months of the end of the OPABC financial year. The OPABC fiscal year shall
be August 1st through July 31st.
g)
Have
authority to co-sign and approve checks as needed.
h)
Maintain
and complete all required reports, IRS forms and other required financial forms
and information to maintain 501c3 status.
i)
Coordinate with the President and the Performing Arts
Director(s), the preparation of an Operating Budget in advance of the fiscal year. The Budget will be presented to the Executive
Board in August and submitted to the general membership for approval during the
September OPABC meeting.
Section
4. The Recording Secretary shall:
a)
Serve
a one (1) year term.
b)
Keep
accurate record of the minutes of all OPABC meetings and Executive Board
meetings.
c) Perform other duties as delegated by the
President.
d) Be responsible for
all correspondence to include notices of meetings, committee meetings, Executive
Board meetings, etc.
e) Maintain a list of all members' names,
addresses, e-mail addresses and telephone numbers.
f) Maintain files, documents and other
information for OPABC.
g) Assist the Treasurer in maintaining the
OPABC 501c (3).
Section 5. The Executive Board shall:
a) Consist of all newly elected Officers of OPABC as well
as the Past President.
b) Authorize all non-budget related expenditures up to
$300. Any amount above that, excluding
emergency repair/replacement of critical equipment must be approved by a simple
majority vote of the membership present at the regular or *special meeting of
the OPABC.
*Special meetings shall be authorized only after all
attempts have been made to contact all members of OPABC.
c) In the event that all members of the Executive Board
have been reached but cannot be present to vote, the Executive Board may
authorize any non-budget related expenditure up to $300 only by a unanimous
vote.
d) Appoint a Financial Audit Committee. The committee shall consist of three (3)
OPABC members other that the Treasurer.
The Executive Board may alternatively appoint a certified public
accountant to audit the books of OPABC.
The CPA shall be a third party with no personal ties to OPABC.
e) Determine and authorize all necessary transfers of
approved budgetary funds.
ARTICLE VII
MEETINGS
Section 1. OPABC shall meet at least once each
month on the first Monday of every month at 7:00
P.M. in the Orting High School Band room or other agreed upon location.
Section 2. The Executive Board meeting shall be
held at a time and place which shall be designated by the President of OPABC or
the Performing Arts Director(s), as needed. At least one (1) meeting should be held quarterly.
Section 3. The President or a chairperson for the
purpose of transacting specific business of a non-monetary nature may call a special meeting of the membership, Executive
Board or Committees at any time.
Section 4. Following the election of new officers,
the President shall call a special meeting of the Executive Board and the for the purpose of organizing, appointing, and
planning activities for the upcoming year.
Section 5. The order of a
regular OPABC meeting shall be:
a) Call the meeting to
order.
b) Roll call/sign-in.
c)
Reading
of the minutes of the last meeting and action thereon.
d)
Report of Correspondence.
e)
Treasurer's report.
f) Performing Arts
Director(s) report with Discretionary fund update.
g)
Committee(s) report.
i)
New business.
j)
Good of the order.
k) Next meeting.
l)
Adjournment
Section 6. Notice to the
Membership of meetings, Special meetings and Executive Board meetings shall be
via letter or e-mail or
telephone or postings pursuant to RCW 24.03.080.
ARTICLE
VIII
Election
of Officers
Section 1. The Nominating Committee shall prepare a
list of names for the offices of the Executive Board and shall present this list to the membership at the April and
May OPABC meetings. The election of officers shall be held at the June
meeting of OPABC.
ARTICLE
IX
AMENDMENTS
Section 1. These Bylaws may be altered, amended or repealed. Upon adoption, all prior and existing Bylaws
are hereby repealed and rescinded effective immediately on the latter of the
date of adoption of these Bylaws or the date of agreement by the nonprofit.
Section 2.
Proposed
amendments to these Bylaws may be submitted by the membership at large at a regular OPABC meeting and shall have the first
reading of the amendment (s) at this
meeting.
Section 3. Amendments to
these Bylaws shall be reviewed by the Orting Middle School/High School Performing Arts Director(s) to assure
there are no conflicts with school regulations. No changes shall be made that
will violate Orting School District #344 policies and regulations.
Section 4. The Secretary shall communicate with the
membership of such amendment(s), additions, deletions, modifications, changes
and/or revisions. This communication shall be conducted a minimum of 10 days
before the second reading of the changes in an amendment(s).
Section 5. Adoption of amendment(s) to these Bylaws
or newly adopted Bylaws shall require approval by the Executive Board and a
two-thirds majority vote of the membership in attendance at the regular OPABC meeting after the
second reading. Upon this adoption, the Executive
Board shall sign the final page of the Bylaws.
ARTICLE
X
SIGNATURES
Section 1. All checks written
on the OPABC account shall be signed by two (2) of the following Officers who
are unrelated to each other:
a) President
b) Vice-President
c)
Treasurer
d)
Secretary
ARTICLE XI
PARLIMENTARY
AUTHORITY
Section 1. The rules contained in the current
edition of the Robert’s Rules of Order Newly Revised shall govern the
nonprofit in all cases in which they are applicable and in which they are not
in conflict with these Bylaws and those of the nonprofit.
ARTICLE
XII
COMMITTEES
Section 1. Committee Chairpersons
shall be appointed by the OPABC President.
Section 2. If appropriate,
the committees will coordinate with student representatives appointed by the Performing Arts
Director(s).
Section
3. The Executive Board shall
create committees other than those listed here as needed.
Section 4. The President and
Performing Arts Director(s) shall be an ex-officio member of all committees
except the Nominating Committee.
Section 5. The
Fundraising Committee shall plan, organize, conduct and supervise all
fundraising activities. The chairperson shall appoint coordinators for major
activities if necessary and ensure that sufficient members have been assigned
to those activities. This is a required committee.
Section
6. The Nominating Committee shall prepare a list of approved officers for the
following year. The committee shall make sure that each person has approved of
their name being placed in nomination and that the list is approved by the Executive
Board. This is a required committee.
Section
7. The Financial Audit Committee shall consist of three (3) or more members,
other than the Treasurer appointed by the Executive Board or an approved CPA to perform audits
on the organization’s finances as needed. This is a required committee.
ARTICLE
XIII
FINANCES
Section 1. General Finances
a)
The Performing
Arts Director(s), President and Treasurer shall create a budget and present it
to the Executive Board in June prior to the
first general meeting of the fiscal year. The Executive Board shall present the
proposed budget to the general membership for approval at the OPABC
meeting in August.
b) The Fundraising Committee shall present a proposed
plan for raising funds to implement the
budget for approval at the OPABC July meeting of each school year.
c) The fiscal year of the OPABC
shall be August 1st through July 31st.
d) All funds of the OPABC shall be
deposited in a local banking institution designated by the Executive Board.
e)
Upon the dissolution of the OPABC, after paying or making provisions for
payment of all liabilities, the Executive Board shall dispose of all assets
executively and equally to the Performing Arts Director(s) to become property
of the Orting School District Performing Arts programs.
Section
2. Fundraising
a) All funds raised by
public fundraising shall be utilized to further the cause of the Orting Performing Arts
Programs.
b)
To become eligible to benefit from funds raised, a
Performing Arts group not presently associated with OPABC must:
·
Present their intentions and level of commitment before
the Executive Board.
·
Present a plan of action.
·
Have a minimum of five supportive OPABC members.
·
Participate in fundraising that occurs on behalf of the
presenting group.
c)
A Performing Arts group may not expect to benefit from
funds raised by another group unless the fundraising event was a joint/combined
effort. (Example: Dance group may not benefit from funds raised
by Choir unless Dance and Choir both conducted /participated in the fundraiser,
such as a carwash.)
d)
Ten percent (10%) of fundraising activities shall be
deposited in the general account for administration cost.
Section 3. Discretionary Fund
a)
A Petty Cash Fund, also known as a Discretionary Fund, shall be
determined by the Executive Board and based on the annual budget created in
Section 1. This Discretionary Fund shall be used for small, incidental expenses
where it is not convenient
to use a check; emergency expenses, time sensitive fees, registrations, and
dues. Under no circumstances shall the Petty Cash
Fund be used to advance monies to employees, members or for personal use in the
form of a loan or as a gift.
b)
The Discretionary Fund shall be established by a check written by the
Treasurer to the *eligible Performing Arts Director(s) and the cash shall be deposited into a locked,
safe and secure place. This amount shall be reviewed by
the Board annually.
*Article XIII Finances, Section
2. Fundraising, letter b, bullets.
c)
Each Performing Arts Director shall be the sole keeper of his/her
Discretionary Fund and shall be held accountable for all expenditures and receipts. Each expenditure/transaction shall be
recorded in a ledger and kept with the funds for review.
d) The balance of the Discretionary
Fund and its Ledger shall tie to the balance of the General Ledger at all
times. Each Director will report the
status of their individual Discretionary Fund at each monthly meeting and turn
over receipts to the Treasurer.
e) When the Discretionary Fund is
low, the total voucher should be determined. A check for that amount may be
approved by the Executive Board and written after all receipts have been
reviewed and reconciled by the Treasurer.
Section 4. Dues
Dues shall be collected from all Regular Members annually by cash or
check and these funds shall be deposited into the general account for
administration costs, for example to cover cost of insurance.
ARTICLE
XIV
DISMISSAL
Section 1. Dismissal: Any Elected Officer;
Committee Chairperson or Committee Member may be removed, with cause, at any
meeting of the Executive Board.
"Cause"
shall mean (a) conviction of a felony; (b) knowingly participating in
transactions or activities which could jeopardize the band members or band boosters;
(c) theft, embezzlement or commingling of the funds of the OPABC with the funds of
any such person; (d) failure to fulfill the responsibilities of the job or in
some way not in good standing with the Performing Arts programs.
Section 2. A vote of
two-thirds of the remaining Executive Board is required to remove any Elected Officer,
Committee Chairperson or Committee Member after due notice is given to such
member and
he/she has been afforded the opportunity to be heard by the Executive Board.
The Executive Board will be responsible for appointment of a replacement.
“Due Notice” shall mean by certified
letter.
ARTICLE
XV
VOTING
Section 1. An eligible Regular
Member shall be present to cast a
vote. Voting by proxy or any other non-present
means shall not be acceptable.
Section 2. Unless otherwise
stated in these Bylaws, a simple majority vote of the members in attendance, provided
that there are a minimum of two (2) officers present, is required for each
proposal placed before the
membership.
Section 3.
All Regular Members, excluding the President, who have paid their Dues,
shall have voting privileges.
Section 4. The Executive Board may vote via email to be
able to expedite urgent monetary matters of no more than $300, time sensitive
issues directly affecting the OPABC and/or Performing Arts group. The Executive
Board is required to be in 100% agreement.
Matters that could not be agreed upon unanimously would then be
addressed and voted on at a regular membership meeting.
ARTICLE XVI
CONFLICT OF INTEREST
Section l. Duty to
Disclose
In connection with any actual or possible conflict of interest, an
interested person must disclose the existence of the financial interest and be
given the opportunity to disclose all material facts to the Executive Board and
Committee members with delegated powers considering the proposed transaction
or arrangement.
Section 2. Determination of Conflict
After disclosure of the financial interest and all material facts, and after any
discussion with the interested person, he/she shall leave the Executive
Board/Committee meeting while the determination of a conflict of interest is discussed
and voted upon. The remaining Board or Committee members shall decide if a conflict
exists.
Section 3. Procedures
for Addressing Conflict of Interest
a)
An interested person may make a presentation at the
monthly committee meeting or at an Executive Board meeting, but after the
presentation, he/she shall leave the meeting during the discussion of, and the
vote on, the transaction or arrangement involving the possible conflict of
interest.
b)
The President shall, if appropriate, appoint a
disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
alternatives to the proposed transaction or arrangement.
c)
After exercising due diligence, the Executive Board or
designated committee, shall determine whether the OPABC can obtain, with
reasonable efforts, a more advantageous transaction or arrangement from a
person or entity that would not give rise to a conflict of interest.
d)
If a more advantageous transaction or arrangement is not
reasonably possible under circumstances not producing a conflict of interest,
the Executive Board or designated committee shall determine by a majority vote
of the disinterested OPABC members whether the transaction or arrangement is in
the best interest of the OPABC, for its own benefit, and whether it is fair and
reasonable.
e)
In conformity with the above determination it shall make
its decision as to whether to enter into the transaction or arrangement.
Section
4. Violations of Conflict of Interest Policy
a)
If the Executive Board or designated committee has
reasonable cause to believe a member has failed to disclose actual or possible
conflicts of interest, it shall inform the member of the basis for such belief and afford
the member an opportunity to explain the alleged failure to disclose.
b)
If after hearing the member's response and after making
further investigation as warranted by the circumstances, the Executive Board or
designated committee determines the member has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary or
corrective action.
Adoption Signatures
These
Bylaws adopted on _______________________, (date)
by
the Orting Performing Arts Booster Club, Inc. Board of Directors:
__________________________________President _________________________Vice
President
_________________________________Treasurer ______________________________Secretary
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