Kenmore Instrumental Music Boosters Bylaws

Version Jan. 12, 2017

Article I

Purpose

(1) Purpose of the Corporation: The purpose of the Kenmore Instrumental Music Boosters is to augment the instrumental music programs at Kenmore Middle School and affiliated elementary schools and to enhance the learning experience of the instrumental students at those schools. Its activities include, but are not limited to:

a) Fundraising for scholarship and coaching programs that assist instrumental students in improving their musical skills.

b) Fundraising to support activities that are not funded by the Northshore School District, Kenmore Middle School, or affiliated elementary schools’ operating funds.

c) Organize the parents, legal guardians and friends of the Kenmore Middle School and affiliated elementary schools’ instrumental music department to support activities needed to enhance the performance opportunities of the musical groups.

d) Provide a forum through which parents or legal guardians can express their desires or concerns about the musical education of their students.

Article II

Corporate Offices

1. Registered Office and Registered Agent: The Registered Office of the Kenmore Instrumental Music

Boosters shall be located at the Main Office of Kenmore Middle School, Kenmore, Washington, 98028. The Registered Agent shall have the same address. The Registered Agent shall be the current Treasurer of the Kenmore Instrumental Music Boosters as defined in Article III.

Article III

Board of Directors

1. Members: The Board of Directors of the corporation shall be the President, Vice President, Secretary and the Treasurer of the corporation as defined in this Article under section 11.

2. The President: The President shall preside at all meetings of the Board of Directors and shall have general supervision of the affairs of the corporation. He or she shall be the principle operating and administrative officer and shall possess the power to sign all certificates, contracts or other instruments of the corporation. He or she shall perform all such other duties as are incident to his other office or are properly required of him by the Board of Directors.

3. The Vice President: The Vice President shall, during the absence or disability of the President, exercise all the functions of the President. While acting as the President, the Vice President will retain his other voting right and thereby be able to vote as both the President of the Board of Directors and as a member of the board.

4. The Secretary: The Secretary shall issue notice for all meetings, except for notice of special meetings of the directors which are called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall make such reports

and perform such other duties as are incident to his or her office, or are properly required of him or her by the Board of Directors.

5. The Treasurer: The Treasurer shall prepare and submit the Annual Report to the State of Washington in the anniversary month of the corporation to maintain its non-profit status. The Treasurer shall also prepare and submit or cause to be prepared and submitted all forms needed to meet Internal Revenue Service regulations.

6. Powers: In addition to the powers and authorities bestowed by these Bylaws and the Articles of Incorporation, the Board of Directors may exercise, in good faith, all such powers of the corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances, and do all such lawful acts as are not by statue or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members.

7. Delegation: In the case of absence or inability to act of any officer of the Board of Directors or of any person herein authorized to act in his other place, the Board of Directors may from time to time delegate the powers or duties of such director to any other director or other person whom it may select.

8. Vacancies: Vacancies in any office arising from any cause may be filled by the Board of Directors or the chapter at any general, officers, or special meeting of the Board or chapter.

9. Loans: The Corporation shall not loan money or credit to any member of the Board of Directors.

10. Disbursements: The Corporation shall not make any disbursement of income to any member of the Board of Directors.

11. Assignment of the Officers: The Board of Directors of the corporation are drawn from the various chapters in the following manor:

2. Adding and Removing Chapters: Chapters can be added or removed from the corporation at any time by a majority vote by the combined boards of the existing chapters.

Article VI

Chapter Officers

1. Designations: There shall be a President, a Vice President, a Secretary, a Communication Officer, a Treasurer and a Fundraising Chairperson for each Chapter of the Kenmore Instrumental Music Boosters. Each officer shall be elected for one year by the members of the chapter at the annual meeting, and shall hold office until their successors are elected and qualified.

a. Any two or more offices may be held by the same member, except the offices of President and Secretary. More than one member may share any office, except that only one member is entitled in any given instance to perform the duties of that office.

2. The President: The President shall preside at all meetings and shall have general supervision of the affairs of the chapter. He or she shall perform all such other duties as are incident to his or her office.

3. The Vice President: During the absence or disability of the President, the Vice President shall exercise all the functions of the President. In addition, he or she shall represent the officers on any committees, except fundraising, approved by the chapter. He or she will report on committee activities at the officers’ meetings. The report shall be in person, in writing or presented by a representative from a committee.

4. The Secretary: The Secretary shall issue notices for all meetings except for notices of special meetings, shall prepare an agenda for each meeting, including held items from previous meetings and shall perform such other duties as are incident to his or her office or are properly required of him or her by the Board of Directors.

5. The Communications Officer: The Communications Officer will prepare and distribute information to the members of the chapter at least once each trimester. These communications may include but not be limited to a calendar of events, notice of pending meetings, concert schedules, and information about the accomplishments of the music students. He or she shall also perform such other duties that are incident to his or her office or are properly required by the Board of Directors.

6. The Fundraising Chairperson: The Fundraising Chairperson is responsible for collecting fundraising ideas and presenting them to the officers for consideration. He or she will also act as liaison to the various fundraising committees and shall report on such activities at the officers’ meetings.

7. The Treasurer: The Treasurer shall have custody of all moneys of the chapter and shall keep regular books of accounts. He or she shall disburse the funds of the chapter in payment of the just demands against the chapter or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render at the officers’ meetings an account of all of his or her transactions as Treasurer and of the financial condition of the chapter.

8. Delegation: In case of absence or inability to act of any officer of the chapter and of any person herein authorized to act in his or her place, the chapter officers may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select.

9. Vacancies: Vacancies in any office arising from any cause may be filled by the chapter officers at any regular, officers or special meeting of the chapter.

10. Other Officers: The chapter may appoint such other officers or agents as it shall deem necessary or expedient whom shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the officers of the chapter.

11. Loans: The chapter shall not loan money or credit to any officers.

12. Disbursements: The chapter shall not make any disbursement of income to any officer.

13. Removal: Any officer or agent elected or appointed by the chapter may be removed at any time with or without cause, by the affirmative vote of a majority of the chapter officers. But such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Article VII

Meetings

1. General Meetings: A general meeting of the membership will be held at least once each trimester during the school year. This meeting will be open to all members and shall be held at the registered address of the corporation, or at such place, either within or without the State of Washington, as shall be determined from time to time by the chapter officers, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.

2. Annual Meeting: The last meeting of the year (the spring trimester General Meeting) will be the Annual Meeting where the officers will be elected for the following year. At this meeting the outgoing officers will inform their successors of the status of all continuing activities, schedules for events needing lead time, and supporting or helpful documentation will be turned over to the successor by the end of the appropriate term (be it fiscal year or school year or some other cycle appropriate to the position).

3. Order of Business: At each meeting the order of business shall be as follows:

a. Calling the meeting to order (President)

b. Reading the minutes of the last meeting (Secretary)

c. Reports of the officers (Treasurer, Vice President, Fundraising Chairperson)

d. Reports of the committees (as needed)

e. Presentation of the calendar for the next trimester (Communications officer)

f. Miscellaneous business

g. Election of Officers (spring meeting only)

h. Closing the Meeting

4. Special Meetings: Special meeting of the members for any purpose may be called at any time by the President or a majority vote by the officers.

5. Notice: Notice of any meeting of the members shall be delivered in print and/or electronically at least ten (10) days, but not more than sixty (60) days, prior to the meeting date. Such notice shall contain the date, time, meeting place and purpose of the meeting.

6. Voting: Except as may otherwise be provided in these bylaws or the corporation’s Articles of Incorporation, each member shall be entitled to one vote on each matter submitted to a vote of the members. A member may vote in person or by proxy, executed in writing by the member or his or her duly authorized attorney-in-fact. Any vote of the members may be conducted by mail.

Article VIII

Board of Directors Meetings

1. Regular Meetings: Regular meetings of the Board of Directors, or any committee designated by the Board of Directors, may be held with or without notice at the registered office of the corporation or at such other place or places, either within or without the state of Washington, as the Board of Directors may from time to time designate.

2. Special Meetings: Special meetings of the Board of Directors for any purpose may be called anytime by the President of the Board or a majority vote by the Board members.

3. Notice: Notice of any meeting of the Board of Directors shall be delivered personally or by mail at least ten (10) days, but not more than sixty days, prior to the meeting date. Such notice shall contain the date, time, meeting place and purpose of the meeting.

4. Voting: Except as may otherwise be provided in these bylaws or the corporation’s Articles of Incorporation, each member of the Board of Directors shall be entitled to one vote on each matter submitted to a vote of the Board. A member of the Board may vote in person or by proxy executed in writing by the member or his or her authorized attorney-in-fact. Any vote of the Board may be conducted by mail.

5. Registering Dissent: A member of the Board of Directors who is present at a meeting of the Board at which action on a corporate matter is taken shall be presumed to have assented to such action unless his or her dissent shall be entered in the minutes of the meeting, or unless he or she shall file his or her written dissent to such action thereof, or shall forward such dissent by registered mail to

the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

6. Remuneration: No salary shall be paid to members of the Board of Directors for their services, nor may there be any remuneration for the expenses of attending meetings of the Board; provided that nothing herein contained shall be construed to preclude any director from service to the corporation in any other capacity and receiving compensation therefore.

7. Action by the Directors Without a Meeting: Any action needed by the Board of Directors may be taken via telecommunications (such as a conference call) or electronic communications (such as email or internet calls) as long as all officers are provided with notice of the communication, all motions put forth are seconded, and a quorum votes on the action. For a vote to be counted, a response must be received no later than 3 business days after a motion has been made and seconded. The Secretary is responsible for recording and distributing these communications and including a record of all actions in the minutes for approval at the next Board Meeting

8. Action by Directors by Communications: When officers are unable to attend a meeting in person, they may participate by telephone or electronically so that all persons participating in the meeting can hear each other at the same time. Officers using this type of participation will be considered present at the meeting.

Revision History

1. April 4, 2012: Updated source document shared by Boosters for KJH Band and KJH Orchestra as per Oct 5, 2011 meeting of executive boards. Proposed changes include typos, clarifying tasks, updating references to phone. It was decided that references to mail include email as an alternative.

Revisions on Jan. 12, 2017:

1. Article I.1. Revised “…music programs at Kenmore Jr. High School and enhance the learning experience of the instrumental students at that school.” to read: “…music programs at Kenmore Jr. High School and affiliated elementary schools and to enhance the learning experience of the instrumental students at those schools.”

2. Article I.1.b, Articles I.1.c, Article V.1.a, and Article V.1.b. Added “and affiliated elementary schools” after references to Kenmore Jr. High School.

3. Article VI.1, Article VI.5, and Article VII.3.e: Changed “Newsletter Editor” to “Communications Officer.”

4. Article VI.5: Revised the job description from “The Newsletter Editor will prepare and distribute a newsletter to the members of the chapter at least once each trimester. The newsletter will include…” to be “The Communications Officer will prepare and distribute information to the members of the chapter at least once each trimester. These communications may include...”

5. Article VII.1. Deleted: “The meeting time will be 7:00 pm unless changed by a majority vote of the officers. Any change to the start time will be included in the notice of the meeting.” Statements about meeting times are to be delineated in each chapter’s Standing Rules.

6. Article VII.5. Deleted “Notice of any meeting of the members shall be delivered through the newsletter, personally or by posting it in an appropriate location at least ten (10) days, but not more than sixty (60) days, prior to the meeting date.” and replaced it with: “Notice of any meeting of the members shall be delivered in print and/or electronically at least ten (10) days, but not more than sixty (60) days, prior to the meeting date.”

7. Article VIII.7. Revised “Any action required or which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing setting forth the action so to be taken, shall be signed before such action, by all of the members of the Board. Such consent shall have the same effect as a unanimous vote.” to be “Any action needed by the Board of Directors may be taken via telecommunications (such as a conference call) or electronic communications (such as email or internet calls) as long as all officers are provided with notice of the communication, all motions put forth are seconded, and a quorum votes on the action. For a vote to be counted, a response must be received no later than 3 business days after a motion has been made and seconded. The Secretary is responsible for recording and distributing these communications and including a record of all actions in the minutes for approval at the next Board Meeting.”

8. Article VIII.8. Revised from “Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in a person at a meeting.” to be “When officers are unable to attend a meeting in person, they may participate by telephone or electronically so that all persons participating in the meeting can hear each other at the same time. Officers using this type of participation will be considered present at the meeting.”

9. On July 1, 2017 when NSD boundary adjustments and grade reconfiguations take effect: All references to Kenmore Jr. High School will be changed to Kenmore Middle School and all references to Arrowhead Elementary School will be replaced with Frank Love Elementary School.