Obra D. Tompkins High School Band Booster Organization
Constitution and By-Laws
Article 1 – Name
The organization shall be known as the Obra D. Tompkins High School Band Booster Organization club.
Article 2 – Purpose
To operate for the charitable purposes within the meaning of the Section 501c3 of the Internal Revenue Service code by providing the necessary support for all band activities and programs and thereby encourage the creativity of or through the community involvement, and to do all things incidental to or desirable in connection with the foregoing. Our aim in supporting the creativity of our youth and in supporting their involvement in the community activities is to help them accept the responsibilities and rewards this participation can bring and in this way benefit The Obra D. Tompkins High School and Katy Independent School District.
Article 3 – Registered Office
The principal office of the organization in the State of Texas shall be located in Katy, Texas, County of Fort Bend. The organization shall have and continuously maintain in the State of Texas a registered office agent as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be; identical with the principal office in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
Article 4 - Members
Class of Members
The corporation shall have one class of members, whether individual or family and each individual of family member shall have one vote. The corporation may also have Associate Members and Business Associate Members as directed by the Board of Directors, and such associate members shall have no voting privileges on business matters before the corporation, however they shall be afforded all other rights and privileges of membership in the corporation.
Election of Members
Membership is for parents and/or guardians, principal and band directors of students currently enrolled in the band programs at Obra D. Tompkins High School.
Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members
Termination of Membership
Membership of the parent or guardian is automatically terminated upon graduation of the student from Obra D. Tompkins High School or withdrawal from the band program.
Any member may resign by filing a written resignation with the Secretary.
Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstatement of such former member to membership on such terms as the Board of Directors may deem appropriate.
Transfer of Membership
Membership in this corporation is not transferable or assignable.
Annual membership dues will be for the school year commencing in August and ending in August of the following year. A member is considered to be in good standing upon payment of annual membership dues. Annual family membership dues for the corporation are to be set by the Board of Directors and submitted for approval by the membership at the May meeting. For a minimum of $25 per family, per school year, alumni and friends of the Obra D. Tompkins High School Band may receive an Associate Membership. For a minimum of $25 per school year per family, firms and corporations are encouraged to support the club activities through a Business Associate Membership. Each membership, family, associate or business will include voting rights.
Meeting of Members
An annual meeting of the members shall be held during the month of May in each year, beginning with the year 2013, at the hour of 7:00pm, for the purpose of electing Directors and for the transaction of other business as may come before the meeting. If the election of Directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible.
Special meetings may be called by the president, the Board of Directors or not less than one-tenth of their members having voting rights.
Place of Meetings
The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas; but if all of the members shall meet at any time and place, either within or without the State of Texas and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.
Notice of Meeting
Written, printed or verbal notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten days before the date of such meeting, by or at the direction of the President, or the Secretary or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/hers address as it appears on the records of the Corporation, with postage thereon prepaid.
Informal Action by Members
Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of the members may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
The members present shall constitute a quorum for the transaction of business in any regular meeting.
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his/hers duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless provided in the proxy.
Voting by Mail
Where directors or officers are to be elected by members or any class or classes of members such election may be conducted by mail in such manner as the Board of Directors shall determine.
An operating budget identifying fundraising projects and purposes for which the funds are being raised will be prepared by the Board of Directors and presented to the membership for approval in August of each year.
Board of Directors
The affairs of the corporation shall be managed by its Board of Directors.
Number, Tenure and Qualifications
The number of Directors shall be not less than five (5) and may be any number greater as deemed necessary to conduct the business of the Corporation by the current Board of Directors. Each Director shall hold office until the next annual meeting of members and until his/hers successor shall have been elected and qualified. Terms of office corresponds with fiscal year. Directors need not be residents of Texas, but all Directors must be members in good standing of corporation at time of nomination and shall maintain said membership in good standing throughout his/hers tenure.
The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.
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 may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.
Notice of any special meeting of the Board of Directors shall be given at least one day previous thereto by written notice delivered personally or sent by mail or by telegram to each director at his address as shown by the records of the corporation, by telephone to the number of record or in person by the Secretary or other Board member. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. If notice given by email, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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 concerned. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority, the Directors present may adjourn the meeting from time to time without further notice.
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.
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Directors as such shall not receive any stated salaries for their services.
Any action required by law to be taken at a meeting of Directors, or any action, which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all the Directors.
The elected officers (President, Vice President(s), Secretary, Treasurer, Assistant Treasurer) shall not be a school district employee working in administration or at Obra D. Tompkins High School.
The maximum tenure for officers including President, Vice President (s), Treasurer, Assistant Treasurer and Secretary shall be two (2) years.
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer removed.
A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary and any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statue to some other officer or agent of the corporation; and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provision of Article VII of these Bylaws and in general perform all the duties incident to the office of Treasurer, including the disbursement of funds, and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
The 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; give all notices in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation, and affix the seal of the corporation to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws: keep a register of the postoffice address of each member as furnished to the Secretary by the ABC Independent School District; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Assistant Treasurer and Assistant Secretaries
If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or Board of Directors.
Committee of Directors
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of 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 corporation. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of an such committee or any Director of officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore, adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him by law.
Other committees not having and exercising the authority of the Board of Directors in the management of the corporation 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 corporation and the President of the corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interests of the corporation shall be served by such removal.
Term of Office
Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his 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 as a member thereof.
The person or persons authorized to appoint the members thereof shall appoint one member of each committee chairman.
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.
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 a meeting at which a quorum is present shall be the act of the committee.
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
Contracts, Checks, Deposits and Funds
The Board of Directors may authorize any officer or officers, agent of agents of the corporation; in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
Checks and Drafts
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or these Bylaws. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
Certificate of Membership
The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be signed by the President or a Vice President, Secretary or an Assistant Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore on such terms and conditions as the Board of Directors may determine.
Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors and a record giving the names and addresses of the members entitled to vote and provide same for inspection on five days' written notice at the registered or principle office.
An annual audit of the organization's financial records will be conducted prior to the end of each fiscal year by an audit committee comprised of 3 appointed members who do not have authority to sign checks.
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed whereon the name of the corporation and the words "Corporate Seal of Obra D. Tompkins High School Band Booster Organization."
Waiver of Notice
Whenever any notice is required to be given under the provision of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or the Bylaws of the corporation, 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.
Amendments to Bylaws
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days' written notice is given of an intention to alter, amend or repeal these Bylaws or to adopt new Bylaws at such meeting.