Bylaws

for IRC Section 501(c)(3) org.

BYLAWS

OF

[AMHERST TIGERS BOOSTER CLUB]

ARTICLE I

OFFICES

Section 1.1  Name and Principal Office.  The organization shall be known as the Amherst Tigers Sports Boosters (“the club”) and will do business as The Amherst Tigers Booster Club.    The Amherst Tigers Booster Club shall at all times maintain in the State of New York a registered agent, whose business office shall be the registered office of the Amherst Tigers Booster Club. The principal office of the Club shall be located within the State of New York as the Board may from time to time determine.  The Club may also have such other offices within or without the State of New York as the Board of Directors may, from time to time designate, and as the business and affairs of the Club may require.

ARTICLE II

GOALS AND PURPOSES

Section 2.1.  Goals and Purposes.  The Amherst Tigers Booster Club is a nonprofit corporation that shall support, encourage and enhance all athletic programs that benefit the students of the Amherst Central School District.  The purposes of the Club shall be those set forth in the Certificate of Incorporation, amended as needed.  The clubs goal is to promote school spirit and good sportsmanship.  The organization shall encourage athletic participation and spectatorship by the entire student body.  The club will support and enhance those programs that develop athletic potential, a wholesome self-image, and values governed by honor, respect, and hard work.  The organization shall promote those projects that improve athletic facilities and equipment and encourage the involvement of the whole community as well as Amherst alumni, in showing support for our student athletes.  The organization shall be governed independently by a Board of Directors that supports positive relations with the school administrators and coaches.  The athletic Director will serve only as a liaison between the club and the school district.  

ARTICLE III

MEMBERSHIP

Section 3.1 Club Membership.  Any parent or guardian of a student in the Amherst Central School District or Amherst resident is eligible to be a part of the Booster Club.  The meetings are open for all to attend.  There are no membership fees.  All members are encouraged to volunteer their time toward the successful operation of the booster club and the activities it supports.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.1 General Powers.  The Board of Directors shall have the general power to manage and control the affairs and property of the Amherst Tigers Booster Club and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors.

Section 4.2  Number, Election, and Term of Office.  The Board of Directors shall consist of no less than five members or no more than 10 members. Election to the Board of Directors shall be by majority vote of the members of the Board of Directors, which shall occur, except in the case of filling vacancies, at each annual meeting thereof.  Each Director shall hold office for a term of two (2) years and thereafter until his or her successor is elected and qualified.

Section 4.3  Officers.  The Board of Directors may designate from among its members a President, Vice-President, Secretary, Treasurer, Past-President and such other officers as it may consider appropriate with such duties as it may prescribe.

Section 4.4  Vacancies.  Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person as shall be elected by the remaining members of the Board of Directors.  A Director so elected to fill a vacancy shall hold office for the unexpired term of his predecessor in office.

Section 4.5  Annual and Regular Meetings.  The Board shall meet at least 8 times per year, with one meeting designated as the annual strategic planning meeting to discuss and approve annual plans and the annual budget. 

Section 4.6  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable date, hour, and place, either within or without the State of New York, as the date, hour, and place for holding any special meeting of the Board called by them.

Section 4.7  Notice.  Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally or sent by email to each Director at his or her address as shown in the records of the Club. Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  The business to be transacted at, and the purpose of, any annual meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting.  

Section 4.8  Quorum and Proxies.  A majority of the number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.  Proxies shall not be permitted.

Section 4.9  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, unless the act of a greater number is required by law or by these Bylaws.

Section 4.10  Compensation.  Directors as such shall not receive any stated salaries for their services but may be reimbursed for reasonable expenses.  Nothing herein shall be construed to preclude any Director from serving the club in any other capacity and receiving compensation therefore.

Section 4.11  Informal Action.  Any action may be taken without a meeting of the Directors if a consent in writing setting forth the action so taken shall be signed by all of the Directors.

Section  4.12 Resignation; Removal. (a) A Director may resign from the Board of Directors at any time by giving notice of his or her resignation in writing addressed to the President or Secretary of the Club or by presenting his or her written resignation at an annual, regular, or special meeting of the Board of Directors. (b) Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any Director may be removed, with or without cause, by the vote of a majority of the Directors then in office.

Section 4.13  Absent Directors.  A director may give written consent or opposition to a proposal to be acted on at a Board meeting.  If the Director is not present at the meeting, consent or opposition to a proposal does not constitute presence for the purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on as the meeting is substantially the same or has substantially the same effect as the proposal to which the Director has consented or objected.

ARTICLE V

REGULAR COMMITTEES

Section 5.1  Purposes.  The Board of Directors may establish such regular committees to assist it in the performance of its duties as it considers appropriate.

Section 5.2  Number, Election, and Term of Office.  The number of members of each regular committee shall be determined by the Board of Directors.  Members of each regular committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.

Section 5.3  Officers.  The President may designate from among the members of each regular committee a Chairman and Vice Chairman of such committee, and such other officers as the President may determine.  The Chairman, Vice Chairman, and any other officers of each such committee shall have such duties as the President prescribes.

Section 5.4  Vacancies.  Vacancies in the membership of any committee shall be filled by the Board of Directors.

Section 5.5  Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee. 

Section 5.6  Rules.  Each committee may adopt rules for its own government not inconsistent with the Bylaws or with rules adopted by the Board of Directors.  

Section 5.7  Powers.  Each regular committee shall have such powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.

ARTICLE VI

BOARD OFFICERS

Section 6.1  Officers.  The Board of Directors may designate from among its members a President, Vice-President, Secretary, Treasurer and such other officers as it may consider appropriate with such duties as it may prescribe. 

Section 6.2  Election and Term of Office Board Officers.  The Officers of the Amherst Tigers Booster Club shall be elected by a majority vote of the members of the Board of Directors at the organizational meeting and at every annual meeting of the Board thereafter, except that new offices may be created and filled at any meeting of the Board of Directors.  Each Officer shall hold office for a term of two (2) years and thereafter until his or her successor shall have been duly elected and qualified.

Section 6.3  Removal.  Any Officer may be removed upon an affirmative vote of two-thirds of the entire Board of Directors, whenever in its judgment the best interests of the Club would be served thereby.

Section 6.4.  President.  The President shall preside at all meetings of the membership and or the Board of Directors, shall perform such other duties as may be determined by the Board of Directors and shall perform and discharge such other duties as generally devolve upon a chief executive officer.  

Section 6.5 Vice President.  The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President and perform other duties as may be prescribed by the  Board of Directors from time to time.

Section 6.6  Secretary.  The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the corporate records and seal; and perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 6.7  Treasurer.  The Treasurer shall keep correct and complete records showing accurately at all ties 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 the possession of the Club, shall maintain a bank account in the name of the Club, shall furnish at meetings of the Board of Directors and membership, or whenever requested by the Board of Directors, a statement of the financial condition of the Club, and shall perform such other duties as the Board of Directors may prescribe.   

Section 6.8  Past-President.  The past President will serve as an advisor to the current President and the Board of Directors, and will be a voting member of the Board of Directors.

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 7.1 Contracts.  All contracts and agreements authorized by the Board of Directors, be signed by either the President or Treasurer of the Club, or such other person authorized by the Board of Directors.  

Section 7.2  Checks, Drafts, and Similar Documents.  All checks and drafts issued by the Club shall be signed by the Treasurer.  

Section 7.3  Deposits.  All funds of the Club shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board of Directors may select.

Section 7.4  Gifts and Contributions.  The Board of Directors may accept on behalf of the Club any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Club.  Such contributions, gifts, bequests, or devises shall be in conformity with the laws of the United States, the State of New York, and any other relevant jurisdiction.

ARTICLE VIII

NON-PROFIT ORGANIZATION

Section 8.1 Operate as a Non-Profit Organization. The Club shall, at all times, be operated on a non-profit basis.  No dividends or other interests in the assets of the Club shall be paid by the Club to its members. No part of the earnings of the Club shall insure to the benefit of, or be distributed to, its members, officers, Directors or any other private persons or corporations, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and expenses incurred and to make payments and distributions and in full furtherance of the purposes set forth herein.

Section 8.2 Non-Permitted Activities. No substantial part of the activities of this Club

shall be the carrying on of propaganda or otherwise attempting to influence legislation, and

the Club shall not participate in any political campaign on behalf of any candidate for

public office. Notwithstanding any other provision of the Articles of Incorporation or these

By-Laws, 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 IX

BOOKS AND RECORDS

The Club shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

ARTICLE X

FISCAL YEAR

The fiscal year of Club shall begin on the first day of August and end on the last day of July in each year.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the law of The State of New York or under the provisions of the Articles of Incorporation or the Bylaws of the Club, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII 

AMENDMENTS TO BYLAWS

The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Board of Directors present at any annual, regular or special meeting, if at least fifteen (15) days written notice is given of intention to alter, amend or repeal the Bylaws or to adopt new Bylaws at such meeting.