BYLAWS
OF
LEMON BAY BAND BOOSTERS, INC.
A Not
for Profit Florida Corporation
ARTICLE I.
– INTRODUCTION
1.01 Definition of Bylaws: These Bylaws constitute the code of rules adapted by the LEMON
BAY BAND BOOSTERS, INC., (“Corporation”) for the regulation and management of its affairs.
1.02 Purpose and Powers: This corporation will have the purposes and powers as may be stated
in its Articles of Incorporation, and such powers as are now or may be granted hereafter by law.
A. The primary purposes of the Corporation are as follows:
1. To advance the economic, charitable, scientific, literary, or educational
general welfare and prosperity of the Lemon Bay Band students and its Band Director(s).
2. To implement, coordinate, sponsor, promote or execute such programs
and special events as will further the aims and objectives of the LEMON BAY BAND BOOSTERS, INC. which fall within the
stated purposes of this Corporation, regardless of whether such programs or special events were created by the LEMON BAY
BAND BOOSTERS, INC.
3. To promote the wise stewardship of funds and assets coming into
control of the corporation for such purposes.
B. The general purposes for which this Corporation is formed are to operate exclusively
for such charitable, scientific, literary, or educational purposes as will qualify it as an exempt organization under Internal
Revenue Code Section 501 subdivision (c)(3), including for such purposes, the making of distributions to organizations that
qualify as tax-exempt organizations under the code.
C. This Corporation shall have and exercise all rights and powers conferred on corporations
not for profit under the laws of the State of Florida which are in effect at the time of filing of the Articles of Incorporation
and specifically those powers set forth in Chapter 617, Florida Statutes provided, however, that this Corporation is not empowered
to engage in any activity which in itself is not in furtherance of its purposes as set forth in subparagraphs (a) and (b)
of this Article. Additionally, this Corporation shall have the power to purchase, lease or otherwise acquire, improve,
construct, own, hold, use, maintain, operate, exchange, encumber, sell, convey, or otherwise dispose of, real and personal
property of every kind, nature or description as may be necessary or desirable to promote the primary purpose of this Corporation;
and to make and perform contracts of every kind for any lawful purpose without limit as to amount, with any person, firm,
association, corporation, municipality, state government or municipal or political subdivision.
D. No part of the net earnings, properties, or assets of this Corporation, on dissolution
or otherwise, shall inure to the benefit of any private person or individual or any Member or Officer of this Corporation,
and on liquidation or dissolution, all properties and assets of this corporation remaining after paying or providing for all
debts and obligations shall be distributed and paid over to such fund, foundation or corporation organized and operated for
charitable purposes as the Board of Trustees shall determine under Internal Revenue Code Section 501 subdivision (c)(3), or
as the same may be amended.
E. This Corporation shall not, as a substantial part of its activities, carry on propaganda,
or otherwise attempt to influence legislation.
F. This Corporation shall not participate in, or intervene in (including the publishing
or distributing of statements), any political campaign on behalf of any candidate for public office.
G. The Corporation shall not engage in any act of self dealing as defined in Section
4941 subdivision (d) if the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
H. The Corporation shall not retain any excess business holdings as defined in Section
4943 subdivision (c) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.
I. The Corporation shall not make any investments in such manner
as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent
federal tax laws.
J. The Corporation shall not make any taxable expenditures as defined in
Section 4945 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws.
K. The Corporation shall distribute its income for each taxable year at such time and
in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue
Code of 1986, or corresponding provisions of any subsequent federal tax laws.
ARTICLES II. – PRINCIPAL OFFICE
2.01 Principal Office: The principal place of business of this Corporation in Florida will be located at P.O.
Box 406, Englewood, Florida 34295.
ARTICLE III. - MEMBERSHIP
3.01 Membership: Membership shall be open to all who wish to participate in the Band,
Jazz Band and Band supportive units, and will have voting rights in this organization.
3.02 Dues: The membership dues (if any) of the Lemon Bay Band Boosters, Inc. organization
shall be set by the Executive Board at the first Board meeting of the year. Any member failing to pay the dues (if any)
of the organization within 30 days after notification shall forfeit their membership in the organization and any officiating
office. They shall not be entitled to vote in the organization, and they shall not be eligible for nomination or election
to any office. The non-payment of dues will also prohibit chaperoning on special trips.
3.03 Termination of Membership: Membership will terminate in this Corporation upon the following
events, and not for other reason:
A. Receipt by the Executive Board of the written resignation of the member
executed by such member or its duly authorized representative.
B. Failure to pay membership dues (if any).
C. The dissolution of the LEMON BAY BAND BOOSTERS, INC.
ARTICLE IV. - MEETINGS
4.01 General Meetings: The general meeting of this organization shall be held on the second monthly
weekday of each month to be determined by the current Executive Board during the school year, in the band room. The
meeting shall be called to order at 7:00 pm, unless changed by the Executive Board.
4.02 Special Meetings: Special meetings shall be called by a majority of the Executive
Board. Notification of such meetings, stating the object of the call, shall be given to the Corresponding Secretary.
No business shall be transacted at a special meeting other than that for which it may have been called.
4.03 Quorum of Members: Majority vote shall constitute a quorum for the transaction of
business. A quorum shall consist of equal or greater than 50% of members present of the Board. A quorum shall consist of equal
or greater than 30% of members present at the General Meetings. Transaction of business shall occur by majority vote.
4.04 Absences: In the absence of the President and Vice-President, any officer of the
Board may be selected to preside at the meeting, by a majority of those present.
4.05 Robert’s Rules of Order: Robert's Rules of Order shall be the guide of this
organization in matters of Parliamentary Procedure that are not covered by this Constitution and Bylaws.
ARTICLE V. - EXECUTIVE BOARD
5.01 Executive Board: The elected officers and the Band Director(s) shall constitute the Executive
Board. The elected officers are: President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, Chaperone
Coordinator, Color Guard Coordinator, Fundraising Coordinator, , Grant Coordinator and one non-voting student representative
who will bring information to, and take information from the board on behalf of the student band members.
ARTICLE VI. - DUTIES OF THE EXECUTIVE
BOARD
6.01 Executive
Board Meetings: The Executive Board shall meet monthly, the first monthly weekday of each month
to be determined by the current Executive Board of each month or as required to conduct the necessary business of the organization.
All Board members shall make themselves present at all regular or special meetings of the organization. In the event of the
failure of the board members of the organization to be present or to give good and reasonable reason for their absence, the
Executive Board may take appropriate action to remove the member from his/her position on the Board. Executive Board Meetings
are open for public attendance.
6.02 Agenda: Formulate an agenda for General meetings and present a report at the General meetings
of the Lemon Bay Band Boosters, Inc.
6.03 Operating Budget: Present an annual operating budget for the Lemon Bay Band Boosters,
Inc. organization.
6.04 Committees: Create standing committees and approve the plans of
work of standing committees.
6.05 List of Standing Rules: Establish a list of standing rules to be submitted annually to
the General membership for approval.
6.06 Means for Dismissal: Action
of the Executive Board may be taken to remove a Board Member if the Executive Board Member:
· Misses more than three consecutive meetings for that school year.
· Is convicted of a felony.
· Is knowingly involved in transactions or activities which could jeopardize the band members
or band boosters.
· Is involved in theft, embezzlement or commingling funds of the Lemon Bay Band Boosters, Inc.
· Fails to fulfill the responsibilities of the postion for which they were elected.
Should such circumstances
occur, the Executive Board shall have the option of removing such Board Member. The
Executive Board shall be responsible for appointing a replacement.
6.07 Resignation: Should a Board Member feel the
need to resign his or her position for any reason, that Board Member shall submit a written resignation at the next scheduled
Board Meeting. That Board Member shall continue to perform the duties of his
or her position until the following Board Meeting, as which time the resignation shall become effective. The Executive Board Shall be responsible for appointing a replacement.
ARTICLE VII. – ELECTION OF EXECUTIVE BOARD
7.01 Eligibility:
All members in good standing shall be eligible to hold any office or position to be filled and shall be entitled to one vote
for each office or position to be filled. Only one (1) family member will be allowed on the Executive Board at any given
time. Perspective Candidates of the Executive Board must be a Parent or Guardian of a LBHS student currently enrolled
in the Music Program. If, at any time, the student leaves the Music Program, the Parent or Guardian holding office
would be eligible to complete their term of office, if they so choose.
7.02 Term of Office: All officers shall be elected for a term of one (1) year, and no officer
shall hold the same office for more than two (2) consecutive years. Executive Board members will remain on the Executive Board
until their successors are duly elected and installed. In the event an officer cannot fulfill a term of office,
the President, with (the concurrence) a majority vote of the Executive Board shall appoint a replacement to complete the year.
In the event the President cannot fulfill a term of office, the Vice-President shall assume the duties and a new Vice-President
will be elected by a majority vote of the Executive Board.
7.03 Nominating Committee: The President, with the approval of the Executive Board, shall appoint
a Nominating Committee at the February meeting consisting of at least two members (students are ineligible for this committee). It
shall be the duty of this committee to nominate candidates for the offices to be filled at the April meeting. The Nominating Committee shall report the slate of nominees they have chosen to the entire membership,
in writing, at least one month before the general membership meeting at which Executive Board positions are elected. At that time, each nominee shall present a completed biography form to the general
membership. Nominations from the floor shall be permitted in February and March. Board Members shall be elected by secret ballot at the time of election at the April
general meeting. Only those persons who have consented to serve shall be nominated
for or elected to such office. Votes shall be counted by the nominating committee,
along with one volunteer that is not running for any office. In case of a tie,
the residing President shall cast the tie-breaking vote. The officers
shall assume their duties at the May Board meeting.
7.04 Treasurer: With the
exception of the Treasurer, the newly elected Executive Board Members shall take office at the May Board Meeting. The newly elected Treasurer shall work with the outgoing Treasurer until after the accounting for the prior
year has been completed, the next year’s budget has been completed and finance statements are presented to the Executive
Board, no later than July 1st. At that time, the newly elected Treasurer
shall assume his/her duties full time.
ARTICLE VIII. - DUTIES OF EXECUTIVE BOARD MEMBERS
8.01 President:
The President shall discharge the duties normally associated with that office and serve as an ex- officio member of all committees.
The President shall be bonded and the bond shall be paid by the organization. The President will perform all duties
incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time
by the Executive Board.
8.02 Vice-President: The Vice-President
shall perform all designated duties and all duties of the President in his/her absence. The Vice-President will perform
all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time
to time by the Executive Board.
8.03 Recording Secretary: The Recording Secretary shall keep a record of
the proceedings of all meetings in a book to be kept for that purpose. The Recording Secretary will perform all duties
incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time
by the Executive Board.
8.04 Corresponding Secretary: The Corresponding Secretary shall attend to all
correspondence of the organization and properly mark and file all papers ready for inspection at any time, and notify the
membership of special meetings when ordered by the President. He/she is also responsible for the preparation and distribution
of the organization's newsletter and for preparing articles of interest for the local newspapers (press releases). He/she
will also be responsible for sending out Thank-you notes and other correspondence when necessary. The Corresponding Secretary
will also serve as Chair of the Publicity Committee. The Corresponding Secretary will perform all duties incident to
such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Executive
Board.
8.05
Treasurer: The Treasurer shall keep a record book showing the names of members and place of residence,
collect dues (if any) and all other monies due the organization. The Treasurer will also keep a record of such transactions.
The Treasurer shall solicit payment of dues (if any) from all members in arrears. The Treasurer shall keep an account of all
properties, investments, and funds of the organization which at all times shall be open for inspection. The Treasurer
shall receive, receipt for, and disburse all money of the organization and keep a regular account thereof. The Treasurer shall
pay all amounts authorized by the President and Board and have all account receipts upon payment of the same. Any receipts
in the amount of $200.00 or more may not be paid without approval of the majority of members of tile Board. The Treasurer,
(when requested by the President), at the monthly Board meetings and at the end of his/her term shall make a report showing
receipts, disbursements, and amount of money on hand, deliver books, papers, and money to their successor in office.
All funds of the organization shall be deposited in such bank or savings institutions as the organization may determine.
All funds paid out shall require the signature of either the Treasurer or the President. The Vice-President may sign in the
absence of the President. It is the responsibility of the Treasurer to process the annual renewal for the Corporation,
maintain the Lemon Bay Band Booster, Inc. 501(c)(3) status and arrange for an annual audit of the books. The Treasurer will
perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed
from time to time by the Executive Board.
8.06 Band Director(s):
The Band Director(s) shall correspond with the school administration, report to the Executive Board dates and events of
up-coming Band functions. The Band Director(s) shall submit "wish list" items to the Executive Board within 30 days of the
first board meeting. The Band Director(s) will appoint a student Board member from candidates elected by the Band and Color
Guard members.
8.07 Chaperone Coordinator: The Chaperone Coordinator will maintain and implement a list of qualified
chaperones for all band events. The Chaperone Coordinator will chair the chaperone committee and oversee the duties involved
therein. The Chaperone Coordinator will perform all duties incident to such office and such other duties as may be provided
in these Bylaws or as may be prescribed from time to time by the Executive Board.
8.08 Color Guard Coordinator: The Color Guard Coordinator shall be the director
of all color guard events, and reports to the Executive Board of said activities.
8.09 Fundraiser Coordinator: The Fundraiser Coordinator shall be the director of all
fund raising events,
and report to the Executive Board of said
events. The Fundraiser Coordinator will perform all duties incident to such office and such other duties as may be provided
in these Bylaws or as may be prescribed from time to time by the Executive Board.
8.10 Grant Coordinator: The Grant Coordinator shall
search for and apply for grants which would provide grant funding beneficial to all of the various band groups, and report
to the Executive Board of said events. The Grant Coordinator will perform all duties incident to such office and such
other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Executive Board.
ARTICLE IX. – OPERATIONS
9.01 Books and Records: This Corporation will keep correct and complete books and records of
account, and will also keep minutes of the proceedings of its General Meetings and Executive Board Meetings. The Corporation
will keep at its Treasurers principal residence a member rooster giving the names, addresses and other details of the membership
of each, and the original or a copy of its Bylaws including amendments to date certified by the Recording Secretary of the
Corporation.
9.02 Inspection of Books: All books and records of this Corporation may be inspected by any
member, or his agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such
purpose.
9.03 Nonprofit Operations – Compensation: the Corporation will not have or issue shares
of stock. No dividends will be paid; and no part of income of this Corporation will be distributed to its members or
Executive Board. However, the Corporation may pay compensation in a reasonable amount to members, employees, or officers
for services rendered.
ARTICLE X. - AMENDMENTS TO THE BYLAWS
10.01 Amending the Bylaws: Procedures for amending or establishing Bylaws shall be as follows:
A. The President shall appoint a committee to develop any bylaw changes.
B. A copy of the proposed change shall be presented and read at a regular meeting.
C. At the next regular meeting, a majority vote of the affirmation voting membership in
attendance is required for adoption of the change.
I HEREBY CERTIFY that the foregoing
is a true and correct copy of the Bylaws of the LEMON
BAY
BAND BOOSTERS, INC., a Florida not-for-profit corporation.
Dated this __8th___ day of ___December____________,
2008.
BY:
_____Tina Malasics______, Recording
Secretary
