BY-LAWS
of
ROCK ISLAND/MILAN BOOSTER CLUB
ARTICLE I
GENERAL
Section 1. Name and Incorporation
The name of this organization shall be the Rock Island/Milan Boosters Club, which is incorporated as a Not-for-Profit Corporation, under the laws of the state of Illinois.
Section 2. Purpose.
The purpose of the organization is to promote and encourage educational achievement in the Rock Island-Milan Public School System in the fields of academics, music, art, drama, sports, pep clubs and other student educational activities, and thereby enhance the student’s learning opportunities, lessen neighborhood tensions, eliminate prejudice and discrimination, and combat juvenile delinquency. The organization shall endeavor to foster, promote and encourage the interest of the community and the students in the said public schools and the advancement of education therein.
ARTICLE II
MEMBERS
Section 1. Membership.
Any individual or entity may become a member of the organization. A membership shall be considered a “family” membership, making all members of the household members of the organization.
Section 2 Voting Rights.
Each participating membership shall be entitled to one vote on matters submitted to a vote of the membership. Ie. a family membership entitles the “family” to One vote.
Section 3. Additional memberships.
Each household member over the age of 18 shall be entitled to obtain individual membership, if desired, by payment of the appropriate dues.
Section 4. Termination of Membership.
Membership in the organization may be terminated:
A. By resignation submitted either orally or in writing in
which event membership shall terminate immediately
upon acceptance of the resignation by the Board of
Directors.
B. By nonpayment of dues as provided in Article XI of
these By-Laws.
Section 5. Transfer of Membership.
Membership in this organization is not transferable or assignable.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual meeting.
An annual meeting of members shall be held during the month of May in each year at such time as may be established by the Board of Directors for the purpose of electing Directors of the organization and for transaction of such other business as may come before the meeting. If, for any reason, Directors are not elected at the annual meeting as aforesaid, the Board of Directors shall cause an election to be held at a special meeting of the members called as soon as convenient.
Section 2. Special meeting.
Special meetings of members may be called either by the President, the Board of Directors, or by written request of not less than one-tenth of the voting memberships.
Section 3. Place of meeting.
The Board of Directors shall designate the meeting place for any annual meeting or any special meeting.
Section 4. Notice of meetings.
Notice of any meeting shall be given by public notice published in the Rock Island Argus.
Section 5. Quorum.
The members attending any meeting duly called shall constitue a quorum.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers.
The affairs of the organization shall be managed by a Board of Directors.
Section 2. Number, Tenure and Qualifications.
A. There shall be 33 directors to be elected ar large from the members. All directors shall either: reside within the boundary of Rock Island School District 41, both at the time of election and while serving as a director; or, be an alumnus of Rock Island High School; or, be an employee of School District 41.
B. All directors shall serve three year terms, and at each annual meeting of the members, eleven directors at large shall be elected for three year terms.
C. Directors can succeed themselves in office.
Section 3. Regular Meetings.
A regular meeting of the Board of Directors shall be held without notice other than this By-Law, immediately after, and at the same place as, the annual meeting of members. The purpose of said meeting shall be election of those officers as specified in Article V of these By-Laws. In addition, the Board of Directors shall meet no less frequently than monthly at such time and place as may be fixed by the President; provided, however, that the Board of Directors may modify the requirement that monthly meetings be held whenever it is in the opinion of the Board of Directors in the best interests of the organization to do so.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or by any eleven Directors. If such meeting is called by Directors, the eleven joining in the call shall be named on the meeting notice. The person or persons authorized to call special meeting of the Board may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board called by them.
Section 5. Notice.
Notice of any special meeting of the Board of Directors shall be given at least two days prior thereto by written notice delivered personally or sent by first class mail with postage prepaid thereto to each Director at his/her address as shown on the records of the organization. Any Director may waive notice of a meeting and attendance at any meeting shall constitute a waiver of such notice. Except as otherwise required in these By-Laws, the notice need not specify the business to be transacted at nor the purpose of any regular or special meeting of the Board.
Section 6. Quorum.
Eleven members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 7. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these By-Laws.
Section 8. Disqualification.
Absence from three consecutive, regular meetings of the Board of Directors shall, in the absence of being excused by a majority vote of the Directors, serve to disqualify a director and the vacancy therby created shall be filled by the Board at its next regulan meeting.
Section 9. Vacancies.
Any vacancy occurring in the Board of Directors by death, resignation, or disqualification shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected to serve the unexpired portion of the term.
ARTICLE V
OFFICERS
Section 1. Officers.
The officers of the organization shall be elected by the Board of Directors from among its membership and shall be a President, one or more Vice Presidents, a Treasurer, a Recording Secretary, a Corresponding Secretary, and such other officers as the Board of Directors may deem necessary. An individual may hold more than one office except that no person shall be both President and Recording Secretary of the organization.
Section 2. Election and Term of Office.
The officers of the organization shall be elected annually by the Board of Directors at the first regular meeting following the annual membership meeting. If the election of officers shall not be held at such time, the election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his/her successor shall have been duly elected and qualified.
Section 3. Removal.
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgement, the best interest of the organization would be served thereby.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal or disqualification or otherwise may be filled for the unexpired portion of the term or a new office created and filled at any regular meeting of the Board of Directors.
Section 5. President.
The President shall be the principal executive officer of the organization and shall preside at all Board of Director and membership meetings. He/she may, with the secretary or other proper officer of the organization authorized by the Board of Directors, sign any deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Directors and, in general, shall perform all duties incident to the office of President.
Section 6. Vice President.
In the absence of the President or in the event of his/her inability to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated) shall perform the duties of the President and, when so acting, shall have the powers of the President as authorized in these By-Laws.
Section 7. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the organization and, in general, shall perform all duties incident to the office of Treasurer. He/she shall receive and give receipts for moneys due and payable to the organization from any source whatever, and deposit all such moneys in the name of the organization in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII, Section 3, of these By-Laws. The Treasurer shall give bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine, the expense of such bond, if any to be paid by the organization.
Section 8. Recording Secretary.
The Recording Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; and, in general, perform all duties incident to the office of Recording Secretary and such other duties as from time to time may be assigned to him/her by the President of by the Board of Directors.
Section 9. Corresponding Secretary.
The Corresponding secretary shall keep a register of the post office address of each member which shall be furnished to the Corresponding Secretary by such member; and, in general, perform all duties incident to the office of Corresponding Secretary and such duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 10. Assistant Treasurers and Assistant Secretaries
The Assistant Treasurers and Assistant Secretaries, if any, shall, in general, perform such duties as shall be assigned to them by the Treasurer or Secretary or by the President or Board of Directors. The Assistant Treasurer(s) shall give bonds for the faithful discharge of their duties in the same manner and under the same conditions as any such fidelity bond as may be required under the provisions of Section 7 of this Article in such sum and with such surety or sureties as the Board of Directors shall determine, the expense of such bond, if any to be paid by the organization.
ARTICLE VI
COMMITTEES
Section 1. Committees of Directors.
The board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the organization, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him/her.
Section 2. Other Committees.
Other committees not having and exercising the authority of the Board of Directors in the management of the organization may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the organization, and the President of the organization shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgement the best interest of the organization shall be served by such removal.
Section 3. Term of office.
Each member of a committee shall continue as such until the next annual meeting of the members of the organization and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairman.
One member of each committee shall be appointed chairman by the President of the organization, unless the President shall designate that the committee elect a chairman from among its members.
Section 5. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules.
Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the organization, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the organization, shall be signed by such officer or officers, agent or agents of the organization and in such manner as shall fromm time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vive President of the organization.
Section 3. Deposits.
All funds of the organization shall be deposited from time to time in such depository as the Board of Directors may select.
Section 4. Gifts.
The Board of Directors may accept on behalf of the organization any contribution, gift, bequest or devise for the general purposes or for any special purpose of the organization.
Section 5. Special Accounts.
From time to time as may be determined by the Board of Directors, special accounts may be created for the purpose of separation of funds and/or for ease of accounting from various fund raising projects, including, but not limited to, concession sales, souvenir-clothing-memorabilia sales, calendar, party, and/or dance projects. In the event any such accounts are created, the person or persons granted authority or responsibility to incur obligations with the account, to accept, deposit, or withdraw funds from said account, and/or to keep records of said account, if other than the organization Treasurer, shall be appointed an Assistant Treasurer of the organization and shall comply with all rules and procedures applicable to such office.
Section 6. Trust Accounts.
From time to time as may be determind by the Board of Directors, Trust Accounts may be created for the purpose of holding funds for an exclusive and designated purpose or commitment. In the event any such accounts are created, the person or persons granted authority or responsibility to deposit or withdraw funds from said account, and/or keep records of said account, if other than the organization Treasurer, shall be appointed an Assistant Treasurer of the organization and shall comply with all the rules and procedures applicable to such office.
Section 7: Disbursements
Disbursement of funds by donation to a group request or contract entered into by the Board of Directors will only be made if it is determined that it will be to the benefit of the students, faculty, or staff of the Rock Island/Milan School District. Forms are available for requests and all requests must be signed by either the Superintendent’s office, the Building Principal, the Athletic Director or the Director of Development.
ARTICLE VIII
CERTIFICATE OF MEMBERSHIP
Section 1. Membership Cards.
The Board of Directors shall provide for the issuance of membership cards in such form as may be determined by the Board. Such cards evidencing membership in the organization shall be signed by the President or by such other officer(s) or Directors as may be designated by the President.
Section 2. Issuance of Membership Cards.
When any member has paid the dues provided in these By-Laws, a membership card shall be issued in his/her name and delivered to him/her by the Secretary or by a person designated by the Secretary.
ARTICLE IX
BOOKS AND RECORDS
Section 1. Inspection.
All books and records of the organization may be inspected once annually by any member or his/her agent or attorney for any proper purpose by written request to the Treasurer for such inspection. Upon receipt of such request the Treasurer shall make all books and records requested available for inspection within thirty (30) days, unless such request is for an account other than the organization’s general account, in which case the books and records requested shall be made available for inspection within forty-five (45) days. The Treasurer shall notify the requesting party that the requested material is available for inspection and shall designate the place and no fewer than three dates and times when the requecting party may make such inspection. Failure of the requesting member or his/her agent or attorney to make such inspection within ten (10) days after receipt of such notice shall constitute a waiver of the right to inspect until the next succeeding fiscal year.
Section 2 Audit.
One month prior to the end of each fiscal year, the President shall appoint an Audit Committee, consisting of no less than three Directors and one non-director member. Within ten (10) days after the end of each fiscal year, the Treasurer and each Assistant Treasurer or other persons having possession of any books, records or accounts of the organization, shall deliver all books, records, funds, inventories of assets, and account records to the Audit Committee. The Committee shall be provided with all inventories, books and records for all accounts of the organization and shall be entitled to review the documents and meet with the Treasurer, Assistant Treasurer, or other person or persons who had responsibility for the account or participated in using or maintaining the account or records thereof. The Audit Committee shall prepare a written report of each account which shall be presented to the Board of Directors at the regular July Board Meeting. The report shall provide a summary of income received, expenses paid, receivables due, and outstanding debts incurred during the past fiscal year and shall contain a conclusion regarding the condition of the books and accounts audited. Members of the Audit Committee shall not be expected to be public accountants and shall not be held responsible for errors in judgment or in their report, other than arising from gross negligence and /or knowing and willful complicity or participation in wrong doing. Audit reports shall be approved by the Board of Directors and filed with the Secretary.
Section 3. Clearing Accounts.
Upon the approval of the Audit Committee report(s), all accounts, other than the organization’s general account and any trust accounts that may exist, shall be cleared of all funds with the exception of ten ($10) which may be left for the purpose of maintaining the account if it is anticipated that the account will be needed in the succeeding fiscal year. All cleared funds shall be delivered to the Treasurer and paid into the general account. Start-up funds for the new fiscal year, if needed, shall, upon approval of the Board of Directors, be provided from the general account. Books and records for such separate accounts shall be started over each year with the first entry being the $10 carry-over from the previous year, and the second entry being the deposit of any start-up funds provided.
Section 4. Ownership of Books, Records and Accounts.
All books, records, accounts, merchandise and/or funds of the organization are owned by and are the exclusive property of the organization. Any person granted authority to use, possess, or have control over any books, records, accounts, merchandise, and/or funds of the organization, including all officers and directors, shall have such use, possession and/or control as an authorized, temporary custodian and upon conclusion, resignation or termination from office; or upon resignation or termination from membership in the organization; or upon request of the President or the Board of Directors; shall immiediately deliver books, records, accounts, merchandise and/or funds to the Secretary of the organization or to such other officer or director as the Board of Directors may designate.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st. day of July and end on the 30th. day of June in each year
ARTICLE XI
DUES
Section 1 Establishment of Dues.
The dues for membership in this organization shall be established by the Board of Directors. Dues shall be for a family membership and qualify all household members as members of the organization. A membership entitles the owner(s) of the membership to one vote. Household members over the age of 18 who wish to have their own vote may purchase a separate membership for themselves.
Section 2 Payment of Dues.
Membership dues are payable in advance on the 1st. day of July in each year. All membership dues shall bo for a year, and there shall be no proration of dues.
ARTICLE XII
INDEMNIFICATION OF OFFICERS, DIRECTORS AND MEMBERS
Section 1. Obligation to Hold Harmless.
The organization shall indemnify any officer, director, or member who was or is a party, or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, arising by reason of the fact that he/she is or was a director, officer, or member of the organization, or who is or was serving at the request of the organization as an agent of the organization, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if such person acted in good faith and in a menner he or she reasonably belieced to be in or not opposed to the best interests of the organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 2. Advance of Expenses.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the organization in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, Officer, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.
ARTICLE XIII
DISSOLUTION
If, for any reason, this organization is dissolved by a majority vote of its membership, any funds and property of the organization remaining after payment of all debts and expenses shall be transferred to the Treasurer of Rock Island Public School District 41, to become a part of such fund as the Board of Education in its sole discretion may decide.
ARTICLE XIV
AMENDMENT OF BY-LAWS
These By-Laws may be altered, amended, or repealed and new By-Laws may be adoted by a majority of the Directors present at any regular or special meeting, provided that either; (a) amendments to By-Laws were discussed at the last preceding regular monthly meeting and, at that time, placed on the agenda for the meeting at which they were to be considered, or (b) at least two days’ written notice of intention to alter, amend, or repeal By-Laws is furnished all members of the Board of Directors in the same manner as notice required for the holding of a special meeting as set forth in Article IV, Section 5, of these By-Laws.
Adopted______February 15, 1990
Attest________/S/ Robert L. DeVrieze, President
Attest________/S/ Lucy De Smet, Recording Secretary