Papillion-La Vista South Titan Band Booster Association, Inc. Constitution and Bylaws, June 2020

ARTICLE I – PREAMBLE

1.1
We, the parents and/or guardians of students enrolled in the Papillion-La Vista South High School Band Program (“Band Program”) and interested members of the community associate together to establish a perpetual organization which shall be known as the Titan Band Booster Association, Inc. (“Association”).

1.2
The Association shall have and continuously maintain in the State of Nebraska a registered office, and a registered agent whose office is identical with such registered office, as required by the Nebraska Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Nebraska, and the address of the registered office may be changed from time to time by the Executive Board.

ARTICLE II – PURPOSES

2.1 Volunteer Organization.
The Association shall build and maintain an organization of parents, guardians, and other individuals who desire to promote the general activities of the Papillion-La Vista South High School Band Program as guided by the Band Director.

2.2 Advocacy.
It shall partner with the Band Director in promoting the principles, policies, and welfare of the Papillion-La Vista South High School Band Program as guided by the Band Director.

2.3 Participation.
It shall maintain enthusiastic interest in all aspects of the Papillion-La Vista South High School Band program as guided by the Band Director.

2.4 Fundraising.
It shall organize, promote and conduct reasonable fundraising activities for the welfare of the Papillion-La Vista South High School Band Program as outlined by the Band Director.

2.5 Non-profit Intent.
It shall operate consistent with being organized as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986.

ARTICLE III – MEMBERSHIP

3.1 Voting Membership.
The voting membership of the Association (the “Association Members” or “Association Membership”) shall be comprised of all parents and/or guardians of students enrolled in the Papillion-La Vista South High School Band Program. The Band Director and Assistant Band Director(s) shall be voting members, ex officio.

3.2 Non-voting Membership.
The non-voting membership of the Association shall be the Adjunct Band and Guard Staff and all other individuals who desire to serve and support the purpose and mission of the Band through donations of time, resources, and expertise.

3.3 Non-liability of Members.
No member of the Association shall be personally liable for the debts, liabilities, or other obligations of the Band Program or the Association.

ARTICLE IV – EXECUTIVE BOARD

4.1 Membership.
The Executive Board shall consist of the elected Association Officers, described in Article V, and the Band Director. Association Officers will serve as voting members of the Executive Board and the Band Director will be a non-voting member.

4.2 General Powers.
The Executive Board shall manage the business and affairs of the Titan Band Booster Association. The Executive Board shall have the power to act on behalf of the Association as permitted by the statutes of the State of Nebraska, the Articles of Incorporation, and these Bylaws.

4.3 Executive Responsibility.
The Executive Board shall evaluate proposals and recommendations from the Association Membership.

4.4 Fiscal Responsibility.
The Executive Board shall submit a budget to be approved by the Association Membership in June. The Executive Board shall determine how and when to disburse the funds of the Association Treasury by a majority vote of the Executive Board based on the budget approved by the Association Membership. Unplanned deviations to the budget will be briefed to the membership. Deviations of more than $1000 for a budgeted line item must be approved by a majority vote of the Association Membership. Any line item to be added to the budget that was not included in the approved budget must be approved by a majority vote of the Association Membership.

4.5 Regular Meetings.
The Executive Board shall typically meet prior to each general membership meeting to determine what items need to be presented to the Association Membership and what items may be resolved by the Executive Board in accordance with these Bylaws.

4.6 Special Meetings.
The Executive Board will meet as needed. Special Executive Board meetings may be called by the Band Director or the Association President.

4.7 Setting the Agenda.
The Executive Board shall approve the agenda for each forthcoming general membership meeting and distribute the agenda at least five (5) business days in advance of each meeting of the general membership.

ARTICLE V – ASSOCIATION OFFICERS

5.1 Elected Officers.
The Association Officers shall consist of a President, VicePresident, Secretary, Treasurer, and Parliamentarian.

5.2 Eligibility.
Only individuals who will be Association Members during the upcoming academic year are eligible to be nominated and elected as Association Officers for the upcoming academic year. Only individuals who are Association Members are eligible to serve as Association Officers during any academic year. The Band Director, Assistant Band Director(s) and Adjunct Band and Guard Staff are ineligible to serve as Association Officers. Only one parent and/or guardian of students enrolled in the Papillion-La Vista South High School Band Program may hold an Association Officer position during any one year of service.

5.3 Elections.
Association Officers shall be duly elected to a one-year term by a simple majority of the voting Association Members present at a general membership meeting held in the Spring. The first general membership meeting for each year shall be held during April of such year. If more than one candidate is running for an Association Officer position, the election shall take place by written ballot. In the event of a tie, the current Association Officers shall vote. If a tie is still present, the current Association President shall have the deciding vote. If only one candidate is running for an Association Officer position, a verbal yay or nay vote may be used. The newly elected Association Officers shall be introduced at the Welcome Meeting (as set forth in Article X1, Section 11.2).

5.4 Term Limits.
Each Association Officer position shall be subject to election every year. Sitting Association Officers are eligible to be re-elected to another term, but they must nominate themselves or be nominated by another member of the Association and must be duly elected again through the normal voting process.

5.5 Nomination Process.
All nominations for elections of Association Officers shall be submitted to the Band Booster Secretary prior to March 31st of each year.

5.6 Term of Office.
All Association Officers shall assume their office as of May 1st of each year, with the exception of the Band Booster Treasurer, who will transition and assume office no later than May 31st.

5.7 Removal.
An Association Officer may be removed from office by a majority vote of the general membership of the Association present at a general membership meeting at which such vote is an agenda item.

5.8 Resignation.
An Association Officer may resign, and his/her resignation must be in writing and received by the Association Secretary.

5.9 Vacancy.
A vacancy shall exist upon any Association Officer’s death, disability, resignation, removal or disqualification as an Association Officer. When an Association Officer’s position becomes vacant mid-term, the Association Secretary must receive nominations for the vacant position(s) from present Association Members and five (5) calendar days’ notice must be given to the Association Membership for an election to take place.

ARTICLE VI – ASSOCIATION PRESIDENT

6.1 General Duties.
It shall be the duty of the President to preside at all meetings of the Association and the Executive Board (as set forth in Article XI) and to have general supervision over the business and affairs of the Association.

6.2 Chair.
The President shall serve as Chairperson of the Executive Board.

6.3 Additional Duties.
The President shall perform such other duties as may be directed by the Executive Board.

6.4 Oversight.
The President shall oversee all committees and appoint committee chairs and assist committee chairs in recruiting volunteers for each committee. The President shall create or reorganize additional committees or disband standing committees when necessary to accomplish directives set forth by Executive Board. The President may establish and regulate ad hoc committees when necessary to accomplish directives set forth by the Executive Board.

6.5 Appointments.
When a committee chair position becomes vacant mid-term, the President may appoint a new committee chair to that position as soon as he or she can do so.

6.6 Delegations.
The President shall have the authority to delegate various responsibilities as necessary.

6.7 President-Elect.
The President-elect shall coordinate with the Band Director and the incoming Association Officers and execute the Welcome Meeting (as set forth in Article XI, Section 11.2).

ARTICLE VII – ASSOCIATION VICE PRESIDENT

7.1 General Duties.
The Vice President shall assume and discharge the duties of the President in the absence or disability of the President.

7.2 Additional Duties.
The Vice President shall perform other duties as may be assigned by the President or the Executive Board.

7.3 Delegations.
The Vice President shall have the authority to delegate various responsibilities as necessary.

ARTICLE VIII – ASSOCIATION SECRETARY

8.1 General Duties.
The Secretary shall record and preserve the minutes of all meetings of the Association and of the Executive Board to include a roll of members present at each meeting and the business conducted during each meeting.

8.2 Record Keeping.
The Secretary shall maintain the necessary documents of records for the Association, including, but not limited to, this Constitution and Bylaws; the Secretary shall maintain documents or records created during the term of the Secretary’s service in office and shall ensure that documents and records are duly archived before surrendering office to a successor.

8.3 Correspondence.
Under the direction of the Executive Board, the Secretary shall handle all correspondence for the Association.

8.4 Directory.
The Secretary shall create a band directory for the current school year.

8.5 Additional Duties.
The Secretary shall perform other duties as may be assigned by the President or the Executive Board.

ARTICLE IX – ASSOCIATION TREASURER

9.1 General Duties.
The Treasurer shall oversee the Association’s bank account and disperse funds for expenses incurred by the Association under the direction of the President or Executive Board.

9.2 Financial Reporting.
The Treasurer shall prepare and present an itemized financial report to the Association membership at general membership meetings and to the Executive Board at Executive Board meetings, which shall be included in the minutes of each meeting.

9.3 Deposits.
The Treasurer shall ensure that funds received by the Association are safely deposited in the Association’s bank account in a timely manner. The Treasurer will track funds raised. Funds to be deposited into the Association bank account shall be separately counted by a minimum of two Association Members (one of whom may be the Treasurer), with written confirmation of the count provided.

9.4 Donations.
The Association will act as a pass-through account where the Association accounts for funds raised by donations to be used donated for use by the Papillion-La Vista South High School Band Program.

9.5 Coordination with the School.
In the event any funds received by the Association or the Treasurer and not raised by or donated to the Association are to be deposited into a Papillion-La Vista South High School account for purposes of the Papillion-La Vista South High School Band Program, the Treasurer will coordinate with a Papillion-La Vista South High School employee.

9.6 Coordination with Student Groups.
In the event any Papillion-La Vista South High School Band Program student group (such as student leadership or student band council) seeks to either deposit money into the Association bank account or make an expenditure using funds from the Association bank account, the Treasurer will coordinate with and oversee that student group’s use of Association funds.

9.7 Record Keeping.
The Treasurer shall maintain necessary financial documents or records created during the term of the Treasurer’s service in office and shall ensure that documents and records are duly archived before surrendering office to a successor Treasurer. The Treasurer will take necessary steps to be ready to turn over responsibilities to a successor Treasurer no later than May 31st.

9.8 Taxes.
The Treasurer shall prepare the yearly tax return for the tax year in which he/she holds the duties and responsibilities of Treasurer. The Treasurer will work with a CPA/Accountant if necessary, to accomplish this.

9.9 Additional Duties.
The Treasurer shall perform other duties as may be assigned by the President or the Executive Board.

ARTICLE X – ASSOCIATION PARLIAMENTARIAN

10.1 General Duties.
The Parliamentarian shall keep an orderly general membership meeting. Robert’s Rules of Order Newly Revised, shall typically govern meetings of the Association in all cases in which they do not conflict with these Bylaws, the Association Articles of Incorporation or any rules of the Association adopted by Association Members. If the Parliamentarian cannot be present, they will be responsible for delegating these responsibilities to an Association Member or Executive Board member prior to the meeting.

10.2 Support.
The Parliamentarian shall be responsible for preparing the venue and logistical support for each general membership meeting. This includes coordinating the cleanup of each venue as necessary.

10.3 Additional Duties.
The Parliamentarian shall perform other duties as may be assigned by the President or the Executive Board.

ARTICLE XI – GENERAL MEMBERSHIP MEETINGS

11.1 General Meetings.
The Association shall hold at least four (4) general membership meetings during Fiscal Year (as defined below) to be held at Papillion-La Vista South High School. Provided, however, the Executive Board may determine that a meeting shall not be held at any physical location but may instead be held solely by means of remote communication. The meeting dates will be set in advance in conjunction with the Executive Board and Band Director’s availability. The next general membership meeting will be announced at each meeting and an e-mail reminder will go out at least one (1) week prior to each general membership meeting.

11.2 Welcome Meeting.
A general membership meeting held in the Spring will be designated as the Welcome Meeting for new/incoming students and their parents and/or guardians. The Welcome Meeting will typically be held during the month of May. A letter from the Band Director and the incoming Association Officers should be available at the Welcome Meeting, outlining the Association and its duties for new/incoming students and their parents and/or guardians. The Welcome Meeting shall always be open to all Association members but have an emphasis on new/incoming students and their parents and/or guardians.

11.3 Conduct of Business.
Robert’s Rules of Order Newly Revised, shall typically govern meetings of the Association in all cases in which they do not conflict with these Bylaws, the Association Articles of Incorporation or any rules of the Association adopted by Association Members.

11.4 Quorum.
The number of voting Association Members present at any duly scheduled meeting shall constitute a quorum. No minimum percentage of Association Members is required to conduct business.

11.5 Special Meetings.
Special meetings may be called by a simple majority vote of the Executive Board, or a petition signed by 10% of the Association Membership as calculated by the number of students enrolled in the Band Program (1 parent/guardian per enrolled Band Member) (i.e. if there are 200 band members, a Special Meeting may be called by a parent/guardian of 20 different Band Members). In any event, five (5) calendar days’ notice must be given, and the location and meeting time must reasonably accommodate the anticipated Association Membership, the Executive Board, and the Band Director.

11.6 Voting.
Except as otherwise provided herein, all non-election or “issues” to be voted on by Association Members shall be decided by a simple majority of the votingeligible Association Members present at the meeting at which the vote takes place.

11.7 No Proxy or Absentee Voting.
Voting by proxy or by absentee ballots shall not be allowed unless required by extraordinary circumstances (pandemic, natural disaster, etc.). Absentee voting in these cases must be approved by the Executive Board. The manner of absentee voting will be left to their discretion with measures taken to ensure that votes are cast only by Association Members.

ARTICLE XII – CONTRACTS, CHECKS, CONTRIBUTIONS, DEPOSITS, LOANS

12.1 Contracts.
The Executive Board may authorize, in addition to the Association Officers so authorized by these Bylaws, any Officer or Officers, agent or agents of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Any ability to negotiate on behalf of the boosters, whether permanent or temporary must be in writing and on file with the secretary.

12.2 Checks, Drafts, etc.
Guidelines for procedures involving checks, drafts, debit cards, credit cards, and money orders are outlined in the Association document Papillion-LaVista South Titan Band Booster Association Financial Handbook, authored June 2019.

12.3 Reimbursement for expenses.
Reimbursements for reasonable expenses incurred in the performance of services of any type as an Association Member or any student band members, shall be allowed with pre-approval from the Executive Board. All members must follow the guidelines outlined in the Financial Handbook (Article XII, section 12.2 for how to request reimbursements. Failure to receive prior authorization for reimbursement may result in non-reimbursement or delayed reimbursement.

12.4 Contributions.
The Executive Board may accept on behalf of the Association any contribution, gift, bequest or device for the general purposes or for any special purpose of the Association provided that it is in accordance with the Internal Revenue Code requirements for a public charity.

12.5 Deposits.
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Executive Board may select. 12.6 Loans. No loans shall be contracted on behalf of the Association and no evidence(s) of indebtedness shall be issued in its name.

ARTICLE XIII – BOOKS, RECORDS, AND ACCOUNTS

13.1 Books and Records.
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Executive Board, general meeting and membership minutes, committees having any of the authority of the Executive Board, and any special committees. The Association shall keep at the registered or principal office a record giving the names and addresses of the Directors. All books and records of the Association may be inspected by any Association Member, or his or her agent or attorney, for any proper purpose at any reasonable time, provided that any Association Member seeking to exercise such right of inspection shall notify the Executive Board as a whole in writing no less than five (5) business days in advance of such exercise.

13.2 Audit.
The books of account shall be presented annually to the Association Membership and are available upon request in accordance with Section 13.1.

13.3 Financial Reports.
The Association Treasurer shall prepare and present a financial report at every meeting of the Executive Board and meeting of the General Membership.

ARTICLE XIV – MISCELLANEOUS

14.1 Waiver of Notice.
Where any notice is required to be given under the provisions of the Nebraska Nonprofit Corporation Act or under the Bylaws or Guidelines of the Association, the person(s) entitled to such notice may waive their right to notice in writing.

14.2 Fiscal Year.
The fiscal year of the Association shall begin on the first day of June and end on the last day of May of each year (the “Fiscal Year”).

14.3 Discrimination.
The Association will remain in compliance with the laws and regulations issued by the United States, the State of Nebraska or their agencies as related to prohibition against discrimination.

14.4 Conflict of Interest.
The members of the Executive Board shall comply with the conflict of interest requirements set forth in Nebraska Revised Statute 21-1987 and in any Conflict of Interest Policy adopted by the Band.

ARTICLE XV – PROHIBITION AGAINST SHARING IN BAND EARNINGS

15.1 Prohibition.
No Association Member, Executive Board Member, or employee of or members of committee of or person connected with the Association or any other private individual shall receive any of the net earnings or pecuniary profit from the operations of the Association; provided, however, this provision shall not prevent the payment to any such person of reimbursement of expenses incurred in connection with services rendered to or for the Association in effecting any of its purposes as shall be fixed by the Executive Board, and no such person or persons shall be entitled to share in the distribution of any of the Association assets upon the dissolution of the Association.

ARTICLE XVI – DISSOLUTION

16.1 Dissolution.
In the event of dissolution of the Association, any remaining Association assets shall be distributed to organizations organized and operated exclusively for charitable, educational, or scientific purposes, as shall at the time qualify as exempt organizations under Section 501(c)(3), of the Internal Revenue Code of 1954.

ARTICLE XVII – RATIFICATION AND AMENDMENT

17.1 Ratification.
The Bylaws shall be effective upon the approval of a simple majority of the general membership present at a general membership meeting in which such vote is on the agenda.

17.2 Regular Review.
The Constitution and Bylaws shall be reviewed by the Executive Board at least every three years.

17.3 Amendment or Alteration.
These Bylaws may be altered or amended by a majority vote of eligible Association Members present at any duly convened regular or special meeting of the General Membership. Proposed amendments or alterations to the Bylaws must be on the agenda for the meeting and distributed at least five (5) business days in advance of the meeting.

ARTICLE XVIII – REVISION AND EFFECTIVE DATE

18.1 Effective Date.
These Bylaws were last reviewed by the Executive Board in June 2020. These Bylaws were approved by majority vote of the Association Members in June 2020 and amend and restate in their entirety the Bylaws as amended April 2019. (Revised and Effective June 2020)