BYLAWS OF
ANN ARBOR SKYLINE ATHLETIC BOOSTER CLUB
ARTICLE I – GENERAL PROVISIONS
1.1 Name
The name of the organization is the “Ann Arbor Skyline Athletic Booster Club,” and it will be designated as such in its Articles of Incorporation.
1.2 Office
The registered office of the organization shall be as designated by the Board by majority vote at any Board meeting at which a quorum of the Board shall be present. The address of the registered office is: 2552 – N. Maple Rd, Ann Arbor, MI 48103.
1.3 Fiscal Year
The fiscal year of the Club shall commence on the first day of July of each year and shall terminate on the last day of June in each year.
1.4 Defined Terms
As used herein, the term “Club” shall refer to the Ann Arbor Skyline Athletic Booster Club. The term “Skyline Boosters” may be used by the Club as a designation for the Club. As used herein, the term “Board” shall refer to the Board of Directors of the Club.
ARTICLE II – MEMBERSHIP
2.1 Classes of Membership
There shall be four classes of membership in the Club. These classes are as follows:
(a) Staff Membership. A staff member is a coach, teacher, or staff member who is employed at Ann Arbor Skyline High School and is approved by the Principal of Ann Arbor Skyline High School.
(b) Regular Membership. A regular member is any person who is a parent or legal guardian of any student-athlete of Ann Arbor Skyline High School.
(c) Community Membership. A community member is any person who is a supported of Skyline Athletics in the local community. Community members are eligible through May 2011 to serve on the Board of Directors with full voting rights at regular or special board meetings.
(d) Student Member. A student member is any current student attending or competing for Ann Arbor Skyline High School.
2.2 Voting Rights
Only Regular Members of the Club shall have voting rights with respect to any general membership meeting or other business of the Club which are set forth in these Bylaws. Only the Board of Directors have voting rights at regular or special board meetings as set forth in these Bylaws.
2.3 Nondiscrimination
Membership as a Staff, Regular, Community, or Student member in the Club and participation in its affairs shall be open to any person without regard to religion, race, color, sex, national origin, age, marital status, sexual orientation, handicapping condition or other legally prohibited factors. Within the limitation imposed by the facilities available to the Club and the desirability of harmonious association among its members, any person who meets the requirements as determined by the Board is eligible to hold a membership.
2.4 Suspension of Membership
The Board, after due deliberation, may restrict, suspend, or terminate the membership of any member, whether a Staff, Regular, Community, or Student member, for good cause, including, but not limited to, the nonpayment of any dues and/or fees owed by such member, or conduct which, in the judgment of the Board damages the Club’s spirit of harmonious association.
ARTICLE 3 – PURPOSE AND OBJECTIVES OF THE CLUB
3.1 Purpose
The purpose of the Club is to promote student athletic development and fitness at Ann Arbor Skyline High School in an atmosphere that is consistent with the educational philosophy of the school community.
3.2 Objectives
The objectives of the Club are as follows:
(a) to encourage and support the academic endeavors of Skyline student athletes;
(b) to develop an organization with an active and involved membership that is concerned with the total athletic program and with all of its participants regardless of sex, race or socio-economic status;
(c) to promote sportsmanship and leadership through a positive example by all students, competitors, and Club members;
(d) to provide supplementary financial support for various Skyline athletic activities and for new or improved facilities;
(e) to organize, stage, and assist other athletic organizations with special events or projects;
(f) to aid and support local school systems and city recreation departments in the areas of athletic sports promotion, publicity and program development;
(g) to encourage and support the participation of Skyline student athletes in local, state, and national events; and
(h) to encourage attendance at all Skyline athletic events.
ARTICLE 4 – RIGHTS AND LIABILITIES OF MEMBERS
4.1 Limits of Liability
No Board of Director member, officer, club member, authorized agent or representative of the Club shall be liable or responsible for any debts or liabilities of the Club, or liable to the Club except the unpaid portion of their own membership dues.
4.2 Rights of Members
Regular members shall have one (1) vote on all matters brought before a vote of the membership. However, if either parents or legal guardians of a student athlete or athletes are Regular Members, then such parents or guardians shall have only one (1) vote between them. Staff, Community, and Student Members shall have no voting rights. A Community member voted to the Board of Directors has one vote on all matters brought before the Board of Directors.
ARTICLE 5 – MEMBERSHIP MEETINGS
5.1 Annual Meeting
The annual meeting of the membership of the Club shall be held on the third Monday of May at 7pm at Skyline High School unless otherwise specified by the Board. The purpose of the annual meeting shall be to review the activities, financial status, and other affairs of the Club, election of the Board of Directors and Officers, and to conduct such other business as may properly come before the meeting.
5.2 Special Meetings
A special meeting of the membership of the Club may be called by either the President of the Club, or by a majority vote of the Board, or upon written request of at least twenty-five percent (25%) of the Regular Members of the Club.
5.3 Time, Place and Notice of Annual Membership Meetings
All meetings of the membership of the Club shall be held on the third Monday of May at 7:00 pm at a convenient hour and place designated by the Board.
5.4 Manner of Conducting Membership Meetings
At any meeting of the membership, the meeting shall be chaired by the President or in the President’s absence by the Vice-President. At any meeting of the membership, the attendance of a least ten (10%) voting Regular Members constitutes a quorum. Only Regular Members in attendance at the meeting may vote as there shall be no voting by proxy. Robert’s Rules of Order or other form of Parliamentary Procedure shall be recognized as the authority governing the meetings of the membership.
ARTICLE 6 – BOARD OF DIRECTORS
6.1 Composition
The Board of Directors shall consist of the President, Vice-President, the Secretary and the Treasurer, who shall be members of the Board for the duration of their respective terms of office, which is one (1) year, and of three (3) at-large Board members with terms of office of two (2) years duration. The President, Vice-President, Secretary, and Treasurer may not serve in the same capacity for more than two consecutive one year terms. At-large members of the Board shall be elected by and from the Regular membership of the Club at the annual meeting provide by Article 5.1 of these Bylaws. For a transition period of three (3) years ending at the annual meeting in 2011, a maximum of two (2) Community members are eligible to serve on the Board of Directors. Not more than two (2) at-large members may represent the same team. The term of office of at-large Board members shall be staggered so that one (1) at-large member shall be elected odd-numbered years and two (2) members shall be elected even-numbered years at the annual meeting. In addition to the officers and at-large members, the Athletic Director and Principal shall be non-voting members of the Board.
6.2 Manner of Election
By no later than the last day of February the President shall appoint a nominating committee of at least three (3) Regular Members. The Nominating Committee shall solicit candidates from the Regular membership for those seats on the Board of Directors which are to be open by the time of the next annual meeting provided for by Article 5.1 of these Bylaws, including, but not limited to, those members of the Board who desire to stand for re-election. Nominees for office must consent to serve if elected. The Nominating Committee shall report its recommendation to the general membership in writing at least fourteen (14) days prior to the annual meeting. Additional nominations for election to the Board may be made by any Regular Member at the annual meeting. Those candidates who receive the most votes from among those Regular Members in attendance at the annual meeting shall be elected to the Board.
6.3 Vacancies
Any vacancy in the Board caused by the death, resignation or disqualification of a Director shall be filled by a majority vote of the remaining Board members until the next annual meeting provided for by Article 5.1 of these Bylaws.
6.4 Powers of the Board
The Board shall have complete authority for governance of the Club, including, but not limited to, the power to make necessary rules and regulations, assessment of dues, fees and other charges, management of all financial matters, and the conduct of any other matter considered by the Board to be in the interest of the Club. The Board may establish and appoint members from the Regular and Community membership to any committees it considers necessary to carry out these functions.
6.5 Meetings of the Board
The President, or in his/her absence, the Vice-President, may call a meeting of the Board on three (3) days oral or written notice to each member of the Board. The Board shall meet at least once each month August through May of each year. Notwithstanding the foregoing, a meeting of Board members may be held on the call of the majority of members of the Board, and such meeting shall be held at the time and place designated by such majority, but only after three (3) days oral or written notice to each member of the Board. A quorum for the transaction of business at any meeting of the Board shall consist of fifty percent (50%) of the current Board, excluding any non-voting member of the Board.
6.6 Voting at Board Meetings
Each member of the Board shall have one vote at meetings of the Board. Board members may not vote by proxy or otherwise designate another person to represent them at any Board Meeting, but may cast a vote if present at the Board meeting.
ARTICLE 7 – OFFICERS
7.1 Qualifications
All officers of the Club must be Regular or Community Members of the Club.
7.2 Officers
The Club shall have a President, a Vice-President, a Secretary, and a Treasurer. No officer may be the spouse or domestic partner of another officer.
7.3 Vacancies
The President may nominate an officer as needed to fill a vacancy from a prior duly elected officer, subject to approval of the Board. Such person shall serve until the end of the term of the officer being replaced.
7.4 Term of Office of Officers
The term of office of the President, Vice-President, Secretary and Treasurer shall be one year, and shall commence at the adjournment of the annual meeting provided for by Article 5.1 of these Bylaws.
7.5 Manner of Election of Officers
The Nominating Committee appointed annually pursuant to Article 6.2 of these Bylaws shall also be responsible for soliciting candidates from the Regular membership for the positions of President, Vice-President, Secretary and Treasurer, including but not limited to, those persons then currently incumbent in those positions who desire to stand for re-election. The Nominating Committee shall report its recommendations to the general membership in writing at least fourteen (14) days prior to the annual meeting. Additional nominations for election as an officer may be made by any Regular Member at the annual meeting. Those candidates who receive the most votes for each position from among those Regular Members in attendance at the annual meeting shall be elected to that position.
7.6 Duties and Responsibilities of the Officers
The offices shall have the following duties and responsibilities:
(a) President. The President shall preside at all meetings of the membership and of the Board of Directors, shall perform such other duties as may be determined by the Board, and shall perform such other duties as generally devolve upon a chief executive officer;
(b) Vice-President. The vice-President shall perform all duties incumbent upon the President during the absence or disability of the President, shall keep a list of all members entitled to vote at Club membership meetings by acting as a liaison between the parent representative of each team and the Booster Club, and shall perform such other duties as may be prescribed by the Board;
(c) Secretary. The Secretary shall have the custody and care of the corporate records of the Club, shall attend all meetings of the members of the Club and of the Board, shall keep a true and complete record of the proceedings of all such meetings, shall file and take charge of all papers of the Club, and shall perform such other duties as may be prescribed by the Board;
(d) Treasurer. The Treasurer shall keep correct and complete records showing accurately at all times the financial condition of the Club, shall be the legal custodian of all monies and other valuables which may from time to time come into possession of the Club, shall maintain a bank account in name of the Club, shall furnish at meetings of the Board and membership, or whenever requested by the Board, a statement of the financial condition of the Club, and shall perform such other duties as the Board may prescribe. The Treasurer shall be familiar with standard accounting practices. The Board of Directors may require that the Treasurer be bonded.
7.7 Execution of Papers
Except as the Board may generally or in a particular case authorize, the execution of any deed, lease, transfer, bond, contract, or any other obligation of the Club shall be signed by both the President and by the Treasurer, and shall be void and of no effect unless so executed.
ARTICLE 8 – INDEMNIFICATION OF OFFICERS AND
BOARD OF DIRECTORS MEMBERS
8.1 Indemnification
The club shall indemnity any present or former Officer or Board of Director member who is made a party or is threatened to be made a party to any threatened, pending, or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that s/he is or was an Officer or Director of the Club, against any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, which are actually and reasonably incurred, if such present or former Officer or Director acted in good faith and in a manner s/he reasonable believed to be in or not opposed to the best interests of the Club or its members, to the extent that the same is not prohibited by Michigan law.
ARTICLE 9 – STANDING COMMITTEES AND OTHER POSITIONS
9.1 Standing Committees
The following Standing Committees are established, subject to change from time to time by the Board of Directors:
(a) Concession Committee. Charged with managing the operation of the Concession stands.
(b) Fundraising Committee. Charged with planning and carrying out fund raising activities for the Club.
(c) Nominating Committee. Appointed by the President each year in February and serving until the annual election.
(d) Spirit Wear Committee. Charged with the acquisition and sale of Skyline merchandise.
(e) Game Workers Committee. Responsible for coordinating workers for all home events as requested by the Athletic Department Staff.
9.2 Committee Membership
Each standing Committee shall be composed of a Chair and at least two other person, all of whom shall be appointed by the President from among the Regular, Staff, Community, or Student membership of the Club.
9.3 Committee Meetings
Each Standing Committee shall meet periodically as needed. The Chair of each Standing Committee shall report to the Board at its regular meetings, as requested by the President or the Committee Chair.
ARTICLE 10 – FEES AND CHARGES
10.1 Membership Fees
Membership fees may be established by the Board of Directors. Such fees shall become the property of the Club.
10.2 Other Receipts
All fees, donations or other monies received by the Club for any purpose shall be deposited to the credit of the Club in a financial institution selected by resolution of the Board.
10.3 Expenditures
Expenditures approved in the budget or those less than $250.00 may be made by the approval of the President or Treasurer. All other expenditures may be made only by approval of a majority vote of the members of the Board attending any meeting at which a quorum is present. All checks and drafts issued by the Club shall be executed by the Treasurer, and all checks and drafts issued by the Club in excess of $250.00 shall be co-signed by the President or the Vice-President.
ARTICLE 11 –ORGANIZATIONAL STATUS AND AFFILIATION
11.1 Not-For-Profit Organization
The Club shall, at all time, be operated on a non-profit basis. No dividends or other interest in the assets of the Club shall be paid by the Club to its members. No part of the earnings of the Club shall inure to the benefit of, or be distributed to, its member, Officers, Directors, or any other private persons or corporations, except that the Club shall be authorized and empowered to pay reasonable compensation for service rendered and expenses incurred and to make payments and distributions in full furtherance of the purposes and objectives set forth herein.
11.2 Tax-Exempt Status
No substantial part of the activities of the Club shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Club shall no participate in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation or of these Bylaws, the Club shall refrain from engaging in any other activities not permitted of any tax-exempt organization under Section 501 of the Internal Revenue Code.
ARTICLE 12 – DISSOLUTION AND DISAFFILIATION
12.1 Dissolution of the Club
The Club may be terminated and dissolved upon the affirmative vote of at least two-thirds (2/3) of its total Regular Members entitled to vote. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for payment of all of the liabilities of the corporation, distribute the corporation’s assets (1) for one or more exempt purposes within the meaning of IRC 501(c)(3), or the corresponding section of any future federal tax code or (2) to the federal government, or to a state or local government, for a public purpose. Any assets not disposed of shall be disposed of by the Circuit Court of Washtenaw County, exclusively for such purposes or to such organization or organizations that the court shall determine and that are organized and operated exclusively for such purposes.
ARTICLE 13 – AMENDMENT OF BYLAWS
13.1 Amendment of Bylaws
These Bylaws may be amended by a majority of all of the Regular Members, but only after due notice of the proposed amendments(s). “Due notice” for the purposes of this section shall mean the submission of the proposed amendment in writing to the Secretary at least four (4) weeks prior to the annual membership meeting. The amendment will be distributed in writing to the membership at least (14) days prior to the annual meeting. The Vice-President is responsible for distribution of the proposed amendment to the Regular membership within the time limits established by this Article.
Adopted and Approved:
As of April 28, 2008
______________________________ Steve Lozon______________
President – Signature Printed Name
______________________________ Barb Hirschl_______________
Secretary – Signature Printed Name
______________________________ Terry Zdanowski___________
Vice President – Signature Printed Name
______________________________ Liz Graziano______________
Treasurer – Signature Printed Name
