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Moore High School Choir Booster Club, Inc. By-Laws

An Oklahoma Non-Profit Organization (Established November 2016)

CONTENTS

ARTICLE I Name

ARTICLE II Offices

ARTICLE III Basic Policies

ARTICLE IV Purpose

ARTICLE V Board of Trustees

ARTICLE VI Board of Trustees Officers

ARTICLE VII Board of Trustee Meetings

ARTICLE VIII Booster Club Members and Dues

ARTICLE IX Booster Club Officers

ARTICLE X Booster Club Officer Roles and Responsibilities

ARTICLE XI Booster Club Meetings

ARTICLE XII Booster Club Standing & Special Committees

ARTICLE XIII Audit Committee

ARTICLE XIV Budget Committee

ARTICLE XV Finances

ARTICLE XVI Document Retention

ARTICLE XVII Indemnification Of Officers, Trustees, Employees & Agents

ARTICLE XVIII Restrictions

ARTICLE XIX Governance

ARTICLE XX Amendment Procedures

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ARTICLE I – NAME

The name of this organization shall be Moore High School Choir Booster Club, Inc. (hereafter

referred to as the “Corporation”). It is a local independent unit organized by the supporters of the Moore

High School Choir program. The address of this organization shall be Moore High School, ATTN: MHS

Choir Boosters, 300 N. Eastern, Moore, OK 73160. The Corporation is organized exclusively for

educational and charitable purposes, described under Section 501(c)(3) of the Internal Revenue Code of

1986, as amended.

ARTICLE II – OFFICES

2.01 Registered Office. The registered office of the Corporation shall be located at such

place as determined from time to time by the Board of Trustees.

2.02 Offices. The Corporation may establish or discontinue, from time to time, such other

offices and places of business within or without the State of Oklahoma as the Board of Trustees deems

proper for the conduct of the Corporation's business.

ARTICLE III – BASIC POLICIES

3.01 The Corporation shall be non-commercial, non-sectarian and non-partisan. A substantial

part of the activities of the Corporation shall not be the carrying on of propaganda. The Corporation shall

not participate nor intervene in any political campaign on behalf of any candidate for public office,

including the publishing or distribution of statements.

3.02 The Corporation reserves the right to decline any and all advertisements, sponsorships or

donations whose contents reflect an image that is not representative of the community at large. Subject

areas that may be declined will include, but are not limited to, those that promote alcohol, drugs, sex and

criminal and/or controversial points of view. The Corporation also reserves the right to decline the above

based solely on whether the company, individual or entity’s image meets the same standards. Any and

all decisions concerning the acceptance of ads, sponsorships and donations and like material are subject

to a vote of the majority of the Choir Booster Officers.

3.03 The Corporation has no authority to direct the Choir Director or sponsor of an OSSAA

event in any of his/her duties.

3.04 No part of the net earnings of the Corporation shall be used for the benefit of or be

distributed to its members, directors, officers or other private persons except that the organization shall be

authorized and empowered to pay reasonable compensation for services rendered and to make

payments and distributions in the furtherance of the purposes set forth in Article Four.

3.05 The invalidity or unenforceability of any provision hereof shall not affect the validity or

enforceability of the remaining provisions hereof.

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3.06 No person or corporation shall, on the basis of race, color, national origin, ethnic origin,

age, gender, or physical disability or impairment, be excluded from participation in, be denied the benefits

of, or be subject to discrimination under any program or activity sponsored or conducted by the

Corporation.

3.07 Participants in the organization shall follow the chain of authority to address concerns

and issues; no public airing of grievances will be tolerated. In the event any Participant takes action in

word or in deed that appears to undermine the mission and/or purpose of the organization or harm the

organizational integrity, said participant may be removed from further participation in the organization at

the discretion of the Booster Officers.

ARTICLE IV – PURPOSE

The purpose and mission of the Choir Boosters is to operate exclusively for the support of musical

education at Moore High School, and as such, support the following educational purposes:

a) to support the vision and goals of the MHS choir program as set by the Choir Director and the

Board of Trustees;

b) to support the policies set by the Board of Trustees and the Administration of the Moore Public

Schools ISD#2 and the choral staff;

c) to enhance students’ musical exposure, improve students’ musical excellence and empower

students’ musical expression;

d) to promote parental, guardian, and host family understanding of the students’ activities,

opportunities, and objectives in the choral program;

e) to secure closer contact and communication among parents, guardians, host families, students

and the choral staff;

f) to foster closer ties among parents, guardians and host families of younger students and parents,

guardians and host families of high school students, and among junior high and high school choir

students and prospective choir students;

g) to stimulate and sustain an enthusiastic interest among parents, guardians, host families, choir

members, student body and citizens of the community by fostering concert attendance and public support

of choir activities, thereby rendering moral support to the students;

h) to provide and promote fundraising for the Moore Schools choral programs and to participate in

any activity designed or conducted to promote the Moore High School Choir Program;

i) to cooperate with those in charge of the Choral Department, the School Administration, and

Moore Public Schools ISD #2 to the end that this organization shall maintain the highest possible degree

of effectiveness and efficiency; and,

j) to render financial assistance in areas necessary for realizing the objectives of the Moore High

School choral program.

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ARTICLE V – BOARD OF TRUSTEES

The Moore High School Choir Booster Club, Inc. shall be governed by a board of directors known

as the Board of Trustees.

5.01 Members and Powers. The Corporation shall have no voting members. All rights of

members under the law shall vest with the directors of the Corporation then in office. The Booster Club

Members are not members as defined in the law and have no voting rights or power except as delegated

in these Bylaws or by the Board of Trustees. Trustees shall have no power except in their capacity as

members of the Board of Trustees or as otherwise required under Oklahoma law. The business and

affairs of the Corporation shall be managed by or under the direction of its Board of Trustees.

5.02 Number. The number of Trustees that shall constitute the Board shall be no less than

three and no greater than seven. Upon initial organization the number of Trustees shall be three persons,

but that number may be changed from time to time by the Board of Trustees pursuant to a resolution

adopted by a majority of the members of the Board of Trustees.

5.03 Qualifications. Each Trustee shall be of legal adult age, a person of responsibility,

integrity, and good standing in the community in which he or she resides, exhibit a history and passion for

the program, be committed to the mission, purpose and goals of the Corporation, and have an ability to

appropriately network where necessary, work cooperatively with the Choir Director, cast a vision for the

organization as a whole, and assist with fund-raising wherever possible.

5.04 Election of Trustees. The incorporators shall constitute the original Trustees of the

Corporation. Future Trustees shall be elected, with or without a meeting, by simple majority vote of the

members of the existing Board of Trustees (but excluding the Trustee being elected), subject to the

approval of the Moore High School Choir Director. Trustees shall be selected to fulfill specific purposes

or needs identified by the Board of Trustees and shall each be expected to fulfill a specific operational

assignment and/or responsibility in addition to attendance and voting at meetings or holding of office. All

elections of Trustees shall be evidenced by an entry in the minutes or a certificate signed by the

Secretary of the Board of Trustees and filed with the minutes of the proceedings of the Board of Trustees.

The President and Vice President of the Booster Officers shall automatically serve on the Board of

Trustees during their terms as President and Vice President and will not be elected.

5.05 Term of Office. Each Trustee shall serve on the board from the time of his or her

appointment or election and qualification to the time at which his or her successor is elected and qualified,

or until his or her earlier resignation, removal or death. The term of office for each elected Trustee is 3

years, and terms shall be staggered so that approximately one-third (1/3rd) of the terms are expiring each

year.

5.06 Compensation. Trustees may, upon simple majority vote of the Trustees, be

compensated for their services as Trustees or as members of committees. Trustees may be reimbursed

for reasonable and actual out-of-pocket expenses incurred by them related to the performance of duties

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other than of a routine and ordinary nature. Reimbursement of any such expenses shall be subject to the

approval of the Board of Trustees. Nothing herein contained shall be construed to preclude any Trustee

from serving the Corporation in any other capacity as an officer, agent or otherwise, or otherwise

providing services to the Corporation, and receiving compensation therefor.

5.07 Resignations. Any Trustee, member of a committee or other officer may resign at any

time by giving written notice thereof to the Board Chair or Secretary. Such resignation shall be effective

at the time of its receipt, unless a date certain is specified for it to take effect. Acceptance of any

resignation shall not be necessary to make it effective.

5.08 Removal of Trustees. Any Trustee may be removed, with or without cause

(malfeasance or moral turpitude), at any time by affirmative simple majority vote of the remaining

members of the Board of Trustees (excluding the Trustee being removed).

5.09 Filling of Vacancies. In case of any increase in the number of Trustees or in case of

any vacancy created by death, removal, or resignation, the newly created Trustee positions, or as the

case may be, the vacancy or vacancies, may be filled by the Board of Trustees at any meeting by

affirmative simple majority vote of the remaining members of the Board of Trustees though the remaining

number of Trustees be less than a quorum, subject to approval of the Choir Director. Any Trustee so

chosen shall hold office until the next annual meeting of the Board of Trustees or until his or her

successor shall be elected and qualified.

ARTICLE VI – BOARD OF TRUSTEE OFFICERS

The Corporation Board of Trustees shall have as officers the Board Chair, Vice Chair and

Secretary; the President and Vice President of the Booster Officers may also serve as officers of the

Board of Trustees in whatever capacity deemed necessary by the Board of Trustees except as the Board

Chair. The Board Chair in his/her discretion may appoint one or more administrative officers as the

business of the Corporation may require. The Corporation Board of Trustees are to ensure that the

officers are upholding the vision, procedures, and mission of the Moore High School Choir Booster Club.

6.01 Board Chair. The Board Chair shall be the chief executive officer of the Corporation

and, subject to the control of the Board of Trustees, shall have general and active charge, control and

supervision of all of the business and affairs of the Corporation. The Board Chair shall report to the

Board of Trustees, and shall direct the implementation of the decisions, policies and procedures

established by the Board of Trustees. The Board Chair shall have general authority to execute contracts

and other documents in the name and on behalf of the Corporation, and in general to exercise all the

powers generally appertaining to the chief executive officer of a corporation.

6.02 Board Vice Chair. Each Vice Chair, if any, shall have such powers and shall perform

such duties as shall be assigned to him or her by the Board Chair. During the absence of the Board

Chair or during his or her inability to act, a Vice Chair designated by the Board of Trustees shall exercise

the powers and shall perform the duties of the Chair, subject to the direction of the Board of Trustees.

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6.03 Secretary. The Secretary shall attend meetings of the Board of Trustees and record

votes and minutes of such proceedings, subject to the direction of the Board Chair; assist in issuing calls

for meetings of Trustees; keep the seal of the Corporation (if any) and affix it to such instruments as may

be required from time to time; keep the books and records of the Corporation; attest the Corporation's

execution of instruments when requested and appropriate; make such reports to the Board of Trustees as

are properly requested; and perform such other duties incident to the office of Secretary and those that

may be otherwise assigned to the Secretary from time to time by the Board Chair.

6.04 Other Officers. Each other officer of the Corporation shall have such powers and shall

perform such duties as shall be assigned the authority that appointed such officer—either the Board Chair

or the Board of Trustees.

6.05 Conflict of Interest. A Trustee shall be considered to have a conflict of interest if he or

she (1) has existing or potential financial or other interests that impair or appear to impair his or her

independent, unbiased judgment in the discharge of his or her responsibilities to the Corporation; or (2) is

aware that a member of his or her family has financial or other interests that would impair or appear to

impair the Trustee’s independent judgment in the discharge of his or her responsibilities to the

Corporation. For the purposes of this provision, a family member is defined as a spouse, parent,

grandparent, sibling, child or grandchild, (including step-parents, step-siblings and step-children) or any

relative residing in the same household as the Trustee.

All Trustees shall disclose to the Board any possible conflict of interest at the earliest practical

time. Further the Trustee shall abstain from voting on such matters under consideration by the Board of

Trustees or its committees. The minutes of such meeting shall reflect that a disclosure was made and

that the Trustee with a conflict or possible conflict abstained from voting. Any Trustee who is uncertain as

to whether a conflict of interest may exist in any matter may request that the Board or committee resolve

the question in his or her absence by majority vote. Each Trustee shall complete, sign, and submit a

conflict disclosure form provided annually by the Secretary of the Board of Trustees.

ARTICLE VII – TRUSTEE MEETINGS

7.01 Place of Meetings. Meetings of the Board of Trustees may be held at any place, within

the State of Oklahoma, from time to time as designated by the Board Chair.

7.02 Annual Meeting. The first Regular Meeting of each fiscal year shall be the annual

meeting for the purpose of organization, election of Trustees, and election of officers.

7.03 Regular Meetings. Regular meetings of the Board of Trustees shall be held at such

times as may be determined by resolution of the members of the Board of Trustees recorded and

distributed in the minutes. No additional notice shall be required for any regular meeting.

7.04 Special Meetings. Special meetings of the Board of Trustees may be called by the

Board Chair or upon the written request of at least fifty percent (50%) of the members of the Board of

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Trustees. Notice of any special meeting shall include the purpose of the meeting and shall be mailed to

each Trustee at that Trustee's residence or usual place of business not later than five (5) working days

before the day on which the meeting is to be held, or shall be given to that Trustee by electronic mail, by

telegraph, by fax, by overnight express mail service, personally, or by telephone, not later than forty-eight

(48) hours before the time of such meeting. Notice of any meeting of the Board of Trustees need not be

given to any Trustee if that Trustee signs a written waiver thereof either before or after the time stated

therein. Attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except

when the Trustee attends the meeting for the express purpose of objecting, at the beginning of the

meeting, to the transaction of any business because the meeting is not lawfully called or convened.

7.05 Action Without Meeting. Any action required or permitted to be taken at any meeting of

the Board of Trustees or of any committee thereof may be taken without a meeting if three-fourths

(3/4ths) of the members of the Board of Trustees or of such committee, as the case may be, consent

thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of

Trustee or of such committee, and provided that all members entitled to vote on the action have received

actual notice of the proposed action and are provided an opportunity to vote thereon.

7.06 Presiding Officer and Secretary at Meetings. Each meeting of the Board of Trustees

shall be presided over by the Board Chair, or in his or her absence, by the Board Vice Chair, and if

neither is present then by such member of the Board of Trustees as shall be chosen at the meeting. The

Secretary, or in his or her absence an Assistant Secretary, shall act as secretary of the meeting, or if no

such officer is present, a secretary of the meeting shall be designated by the person presiding over the

meeting.

7.07 Quorum and Voting. A majority of the total number of members of the Board of

Trustees (but no less than two) shall constitute a quorum for the transaction of business. In the absence

of a quorum, a majority of those members present (or if only one be present, then that one) may adjourn

the meeting, without notice other than announcement at the meeting, until such time as a quorum is

present. Except as specifically provided otherwise in these Bylaws, the vote of a majority of the members

of the Board of Trustees present at a meeting at which a quorum is present shall be the act of the Board

of Trustees. The Board of Trustees may establish rules for voting by proxy.

7.08 Virtual Meetings. Members of the Board of Trustees or of any committee thereof may

participate in a meeting of the Board of Trustees or of such committee by means of conference telephone

or similar communications equipment by means of which all persons participating in the meeting can

communicate simultaneously with each other. Such participation shall constitute presence in person at

such meeting.

7.09 Presumption of Assent. A Trustee of the Corporation who is present at a meeting of

the Board of Trustees at which action on any corporate matter is taken shall be presumed to have

assented to the action taken 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 with the person acting as the secretary

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of the meeting before the adjournment 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 Trustee who voted in favor of such action.

ARTICLE VIII – BOOSTER CLUB MEMBERS & DUES

Any individual who subscribes to the objectives, mission and basic policies of this organization

may become a Booster Club Member, subject only to compliance with the provisions of these Bylaws;

8.01 Booster Club Membership is available without regard to race, color, creed or national

origin;

8.02 All parents, guardians and host families of MHS students enrolled in the Choir Program in

the current school year, shall become Booster Club members of the Choir Booster Organization

(hereafter referred to as “Booster Club Member(s)”) upon their child’s enrollment in the choral program

and the payment of membership dues set by the Booster Officers, provided they otherwise meet the

requirements of these Bylaws;

8.03 The Booster Officers shall determine support dues annually with input from the choir

director;

8.04 Any other person with a special interest in the MHS choral program may become a

Booster Club Member upon payment of the membership dues set by the Booster Officers, subject to the

approval of the Booster Officers.

8.05 Booster Club Members are not Members of the Corporation and shall not have a vote or

power to direct the Corporation except as may be delegated by the Board of Trustees.

ARTICLE IX – BOOSTER CLUB OFFICERS

9.01 Number of Booster Officers. The Booster Officers of the organization shall be

composed of the following appointed officers (herein referred to as the “Booster Officers”): President,

Vice President (who shall be the President-Elect), Secretary, and Treasurer.

9.02 Powers. The day-to-day affairs of the organization shall be administered by the Booster

Officers, subject to such limitations as may be decided by the Board of Trustees. A majority vote is

needed for approval on any decision made by the Booster Officers. If a vote results in a tie, the tie may

be broken by the Choir Director.

9.03 Qualification and Election of Booster Officers

a) Booster Officer nominees must be approved by the Choir Director and must have been an active

member in good standing of the Booster Club for at least one year;

b) Booster Officers shall be nominated by the Booster Club Members and selected by the Choir

Director and acting Booster Officers. The Choir Director has final approval over all Booster Officer

nominees. The appointment of Booster Officers will occur annually in May. All Booster Officers shall be

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subject to approval by the Board of Trustees; failure of the Board to reject any Booster Officer within

fifteen (15) days after election shall constitute approval.

c) A husband and wife will not both be nominated or selected concurrently to Booster Officer

positions;

9.04 Term.

a) Booster Officers are nominated for a term of one (1) year; and shall assume their official duties on

July 1st. Exception: If there is a transition of the Treasurer position, the newly appointed Treasurer will

assume official duties on June 1st and the Treasurer leaving office shall continue transition duties with the

new Treasurer until the end of the organizations’ fiscal year (June 30th).

b) No appointed officer shall serve the same office for more than two (2) consecutive one (1) year

terms. Exception: If in their judgment no other qualified candidate makes himself/herself available to

serve, the Booster Officers, the Board of Trustees, and the Choir Director may approve a Booster Officer

serving for a third term;

9.05 General Duties of Booster Officers.

a) Required to attend Booster Officer meetings and general membership meetings;

b) Transact necessary business in intervals between Booster Officer meetings;

c) Present reports (as requested) at regular meetings of the organization;

d) Booster Officers shall keep records of their activities in a “procedure manual” or on-line storage

(Drop Box or replacement program thereof) to be handed down each year to their successors;

e) Each Officer shall deliver all official documentation and any materials or supplies to his/her

successor during the May “election meeting” or no later than June 30th;

f) Booster Officers shall endeavor to see that the organization, through its practices and policies,

does not violate such rules and regulations that would jeopardize the organization’s tax-exempt or non-

profit status.

g) Booster Officers shall exhibit a history and passion for the program, operate as a “team-player”,

have an ability to appropriately network where necessary, cast a vision for the organization as a whole

and assist with fund-raising wherever possible.

9.06 Additional Offices. The Booster Officers, with approval of the Choir Director, shall have

the power to create additional officer or committee positions as it deems necessary.

9.07 Removal from Office. Any Booster Officer may be removed from his/her position by the

Board of Trustees for any of the following reasons:

a) Non-performance of duties as outlined in the Bylaws in a manner or to a degree unacceptable to

the other officers, Board of Trustees or the Choir Director;

b) Behavior that is inappropriate such that the best interest of the Choir Program would be served by

his/her removal;, or

c) Without cause if the Board of Trustees deems it best to remove the officer.

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A “Special Officer Meeting” shall be set up to discuss his/her case and if for cause, the individual

will be given the reasons for the removal request and given the opportunity to be heard. A written or

electronic notification of the Board of Trustees’ intention of potential removal must be sent to the Board of

Trustees, Choir Director, and to the individual being removed from office five (5) days prior to any special

meeting. A simple majority vote of the Board of Trustees present is needed at the “Special Officer

Meeting” for removal of an appointed officer. In this instance only, the Choir Director will also get a vote.

9.08 Filling Vacancies of Appointed Booster Officers. A vacancy occurring of an

appointed Booster Officer shall be filled, for the unexpired term, by a majority vote of the Booster

Officers. Exception: In case of a vacancy in the office of the President, the President Elect shall assume

this position for the remaining unexpired term.

Succession of Officers (i.e. moving up from one position to another) is not expected nor guaranteed.

9.09 Faculty Representative(s). The Moore High School Choir Director shall be an ex-officio

member and will have veto authority over any decision made by the Booster Officers.

ARTICLE X – BOOSTER CLUB OFFICER ROLES & RESPONSIBILITIES

10.01 President. The President shall oversee all areas of the Choir Booster organization

business and activities. The major duties include, but not limited to, the following:

a) Regularly meet with the Choir Director for communication, planning and edification;

b) Regularly meet with the Treasurer to review the organization’s financial position, along with a

quarterly update to the Board of Trustees;

c) Appoint and coordinate the work of the Booster Officers, and Committee Chair(s); in order that

the objectives of the Choir Booster organization and MHS Choir program may be promoted;

d) Primarily responsible for planning, identifying and maintaining mission, financial goals and

projections;

e) The President shall preside at all Booster Officer and general meetings;

f) The President is responsible for signing agreements and contracts with approval of the Choir

Director;

g) Shall perform such other duties as may be prescribed in these Bylaws or assigned by the Choir

Director;

h) The President shall be an ex officio member of all Booster Club committees;

i) Can provide secondary audit of all financial transactions;

j) Shall submit annual paperwork to the Moore Public Schools ISD #2 as required for district

sanctioning/approval by July 31;

k) Serves on the 501(c)(3) Board of Trustees during his/her term of office as Booster President;

l) Attends the annual district financial training if offered during the September timeframe.

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10.02 Vice President. The Vice President shall carry out any duties assigned by the President

and assist with the coordination of activities of the organization. The major duties include, but not limited

to, overseeing the following:

a) Assumes the duties of the President in his/her absence;

b) Works closely with the Choir Director and President to implement and coordinate Fundraising

activities as the fundraising committee chairperson; including General Booster Fundraising, Corporate

and Foundation Fundraising and Personal Donations;

c) The Vice President shall serve as the president-elect for the following year;

d) Assists in the planning of the annual trip;

e) Ensures communications occur properly through appointment of a communication coordinator or

through him/herself performing appropriate communication responsibilities with the organization;

f) Serves on the 501(c)(3) Board of Trustees during his/her term of office as Booster Vice President.

10.03 Secretary. The Secretary is responsible for keeping accurate records of the proceedings

of the organization and reporting to the membership. The Secretary must ensure the accuracy of the

minutes of the meetings. The major duties include, but are not limited to, the following:

a) The Secretary shall provide written minutes of the previous meetings to all monthly meeting

participating members, notifying them via email and having a copy at the Booster Officer meeting;

b) Maintain records of attendance of each participating member in all meetings;

c) Maintain records of meeting minutes, financial and other documentations and reports presented

at the meetings;

d) Attend to correspondence related to this organization and activities performed on behalf of the

Moore High School Choir Program;

e) After approval by the Booster Officers of the previous meeting minutes, the Secretary shall make

the minutes available for posting on the choir website and/or through email, except any special meeting

minutes that may be deemed confidential;

f) All documentation related to meetings and reports shall be stored on-line (Drop Box or

replacement storage) and filed and retained in compliance with Article XVI – Document Retention

Policies;

g) Maintain all files on a USB drive as a back-up; USB should be updated monthly with all files from

the Drop Box.

10.04 Treasurer. The Treasurer is the authorized custodian of the funds of the

organization. The Treasurer receives and disburses all monies indicated in the budget and prescribed in

the Bylaws or as authorized by action of the organization. The major duties include, but not limited to, the

following:

a) Reconciles the organization bank account(s) (monthly);

b) Provides financial reporting (income/expense statements, balance sheet, transactional detail for

the Choir Booster Fund) to the Booster Officers and Choir Director(s), respectively (monthly);

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c) Oversees cash processing activities of all Choir Booster and Choir Program activities and fees

(ongoing);

d) Performs ad-hoc reports for specific programs as needed (as requested by the Booster Officers

or Board of Trustees);

e) Prepare and review financial reports at Booster Officer meetings, to include obtaining signature

from the Treasurer and President and also to be sent to the Board of Trustees (monthly);

f) Maintains accounting support for all transactions providing clear audit trails for the Choir Booster

Fund (ongoing);

g) The Treasurer will assist the President and Choir Director in preparing a budget after June 30th

and prior to the first Booster Club Member meeting that is approved by the Board of Trustees;

h) The Treasurer shall prepare an annual report for the Booster Officers’ meeting in August, and

also send it to the Board of Trustees, that reflects the previous year’s activity through June 30th;

i) Shall turn over all records to any newly appointed Treasurer by the end organization fiscal year—

June 30th;

j) The Treasurer shall adhere to financial guidelines and regulations as stated in Article XV –

Finances, Article XVI – Document Retention Policy and Article XIX – Governance Guidelines;

k) The Treasurer is responsible for filing all required tax related forms on time or getting it to a

Booster Officers’ selected accountant per Article XV – Finances - Section 15.05 Tax Filings;

l) Shall submit annual paperwork to the Moore Public Schools ISD #2 required for district

sanctioning/approval by July 31;

m) Attends the annual district financial training if offered during the September timeframe.

ARTICLE XI – BOOSTER CLUB MEETINGS

11.01 Meeting Notice. Notice (including the proposed agenda) of all meetings of the Booster

Club and Booster Officers shall be published (i.e., sent by reasonable means to the Booster Club

Members, the Board of Trustees, and the Choir Director) at least 24 hours prior to the meeting. The

notice shall clearly indicate the date, time and place. Booster Club meetings are typically held on school

premises and typically with a school sponsor (Choir Director or Assistant Choir Director) present; a school

sponsor will be present as much as feasibly allowed based on availability.

11.02 Regular Booster Officer Meetings.

a) The organization shall hold regular monthly Booster Officer meetings, with dates to be

established by the President and Choir Director at the beginning of the year;

b) The Booster Officers may meet prior to meeting with Committee Chair(s) and Coordinator

Leaders;

c) The Moore High School Choir Director(s) shall be notified prior to any scheduled meeting;

d) A simple majority of the Booster Officers present shall constitute a quorum for meeting purposes.

11.03 Voting Procedures of Booster Officers.

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a) Booster Officers are entitled to one vote each;

b) A majority vote of all Booster Officers is required when voting in person, by email or on-line

survey; all Booster Officer decisions are subject to the approval of the Choir Director;

c) If any subject requiring a vote of the Booster Officers arises between regular meetings but which,

in the opinion of the President, does not require discussion so as to warrant a special meeting being

called, an email or online survey vote may be conducted with the President and Secretary jointly

participating in verification of voting;

d) The Choir Director shall be notified in advance of any voting request outside regular Booster

Officer meetings;

e) Documentation copies of email or on-line survey voting shall be filed with the Secretary and

saved to on-line storage (Drop Box or replacement thereof) and retained in compliance with Article XVI –

Document Retention Policies.

11.04 General Membership Meetings. The Booster Club shall hold “general membership”

meetings with dates to be established by the Booster Officers and Choir Director.

a) Quorum: the Booster Club Members present at any general meeting shall constitute a quorum;

b) Decisions will be made by majority vote of the Booster Officers, subject to the approval of the

Choir Director. The Booster Officers may seek informal or formal (majority vote) input from the Booster

Club Members as they deem appropriate.

c) Separate meetings for trip planning may take place more often as needed;

11.05 Special Meetings. Special Meetings may be called by the President or Choir Director

when deemed necessary or upon written request by at least two (2) Booster Officers. The purpose(s) of

said meeting shall be stated in the call or written notice. Business transacted at any special meeting of

officers shall be limited to the purpose(s) stated in the notice of the meeting. The President shall give at

least (3) days notice to the Booster Officers and Choir Director unless it is deemed an emergency

meeting.

ARTICLE XII – BOOSTER CLUB STANDING & SPECIAL COMMITTEES

12.01 Committee Creation. The Booster Officers may create such standing committees’ as

they may deem necessary to promote the objectives and carry on the work of the Choir Program.

12.02 Eligible Members.

a) No committee work shall be undertaken without the consent of the Booster Officers;

b) Only eligible Choir Booster Members may serve in appointed leadership positions;

c) All standing and special committees shall have 1-2 members, but no more than five (5) members,

with the exception of large events coordination or by Booster Officer consent;

d) The President shall be an ex officio member of all Booster Club committees.

12.03 Formation of Special Committees. The power to form a special committee and appoint

its members rests with the President upon approval of the Booster Officers.

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ARTICLE XIII – AUDIT COMMITTEE

13.01 Formation and Charge.

a) The Audit Committee shall at a minimum consist of the Vice President and Secretary.

Additional members may be added by the Booster Officers for the Board of Trustees.

b) The Treasurer’s records may be audited at the Booster Officers’ or Board of Directors’ discretion.

c) At the end of the fiscal year the financial books of the organization shall be audited by an

independent outside source (non-Booster Officers) with a financial background.

d) The Audit Committee may select from the “General Membership” or from an outside CPA or

accounting company, as approved by the Booster Officers.

e) The President, Treasurer, and any other account signatory shall not oversee the audit process.

f) The Treasurer shall submit financial records to the Audit Committee as requested.

13.02 Duties.

a) The Audit Committee shall be responsible for conducting an annual audit of the Choir Booster

books and bank statements after the end of the organization’s fiscal year June 30th. After completing the

audit, the Audit Committee will present its report at the next Booster Officer meeting, and to the Board of

Trustees and the Choir Director.

b) All documentation and pertinent information related to the audit process is to be submitted to the

Secretary for filing and retention per Article XVI – Document Retention Policies.

ARTICLE XIV – BUDGET COMMITTEE

14.01 Formation and Charge.

a) The President will annually appoint a Budget Committee which will be chaired by the Treasurer

and will be approved by the Board of Trustees.

b) The Budget Committee, in consultation with the Choir Director will draw up a proposed budget to

be approved on a yearly basis.

c) The Budget Committee shall be responsible for meeting prior to the first Booster Officer meeting

of the school year to recommend a proposed budget for the school year.

d) The Budget approval will be by a simple majority vote of the Booster Officers and the Board of

Trustees.

e) The President and Treasurer shall serve on the Budget Committee and work closely with the

Choir Director regarding expenditures and income.

14.02 Duties.

a) The Budget Committee, after consultation with the Choir Director, will submit a budget to the

Booster Officers for approval prior to the first Booster Club Member meeting of the fiscal year.

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b) Before the end of each fiscal year, a recommended annual budget should be developed as a

financial guide for the next fiscal year. The budget should outline sources of income and the general

purpose for which the funds will be expended.

c) When there are additional expenses or changes to expenditures or income, the budget can be

amended with the approval of simple majority vote of the Booster Officers and Board of Trustees.

d) All documentation and pertinent information related to the budget process is to be given to the

Secretary for filing and retention per Article XVI – Document Retention Policies.

ARTICLE XV – FINANCES

15.01 Fiscal Year. The fiscal year of the organization shall be July 1st through June 30th

15.02 General Financial Guidelines:

a) The Treasurer shall follow cash accounting principles as assigned by the district;

b) This organization uses “cash method” accounting and reports income in the tax year received and

deducts expenses in the year paid;

c) All bank accounts will have authorized signature cards from all Booster Officers and Trustees,

which may include the ability for any Booster Officer or Trustee to sign checks on behalf of the club as

designated by the Treasurer;

d) All bank checking accounts will have authorized debit card use assigned to the President and

Treasurer;

e) The President shall be authorized to sign agreements or contracts upon approval of the Choir

Director;

f) Disbursements shall be made in accordance with the budget adopted by the organization or if

changes are necessary, upon majority vote of the Booster Officers;

g) The organization shall not use any EIN (tax number) other than its own. The EIN for the Moore

Public Schools ISD #2 is not to be used for any purpose whatsoever;

h) Books of account and records including bank statements, receipts, budgets, invoices, paid

receipts and canceled checks shall be retained in accordance with Article XVI -Document Retention

Policies.

i) Notwithstanding the above, all expenditures in excess of $1,000 shall require the approval of two

authorized signatories.

15.03 Revenues/Deposits:

a) All funds input into Charms (or replacement program) shall be entered on a timely basis;

b) If funds are not entered into Charms (or replacement program thereof), a detailed documentation

(Excel spreadsheet) will be created listing all checks and cash retained;

c) All funds must be deposited in the bank within five (5) business days and shall tie back to Charms

data or other detailed documentation;

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d) A Petty Cash sign out and sign in sheet shall be used to document petty cash activities and cash

collected at events;

e) All deposits should have detailed supporting documentation listing all checks and cash and

indicating where the funds originated and to which categories they are assigned, along with 2 signatures

from any Booster Officers.

15.04 Disbursements:

a) A completed Check Information form must be submitted prior to the disbursement of funds;

along with support documentation in the form of receipts and/or invoices;

b) Check Information Form and receipts must be turned in to the Treasurer no later than thirty (30)

days after the expense was incurred;

c) A Sales Tax Exemption Form is available from the Booster Club Treasurer;

d) A completed Credit Card Use form must be submitted along with support documentation in the

form of receipts and/or invoices when the organization credit card or debit card is used to pay expenses;

e) Approval by the President and/or Treasurer is required for any Check Request disbursement by a

f) Booster Club Member for any expenditure, unless the expenditure was previously discussed and

approved by the President or Booster Officers;

g) All bills shall be paid by check, debit card or on-line, to the maximum extent practicable; cash will

only be used in situations dictated by the payee.

15.05 Tax Filings. The Treasurer shall be responsible for filing the following government forms

on time to ensure compliance with government reporting requirements and to not incur penalties.

IRS Form1099 for contractors (annually);

IRS Form 990-N (ePostcard or more extensive form as required by the IRS) (Return of

Organization Exempt from Income Tax) (annually by the 15th day of the fifth month after the end of

the organization’s annual fiscal accounting period);

Any other tax or governmental forms required.

An outside contractor or volunteer accountant may be used to file tax forms with the approval of the

Booster Officers.

15.06 Dissolution of Organization. In the event of the dissolution of the MOORE HIGH

SCHOOL CHOIR BOOSTER CLUB, INC., after paying or adequately providing for the debts and

obligations of the organization, the remaining assets shall be spent exclusively for the education needs of

an organization which is operated exclusively for music education purposes as shall at that time qualify as

an exempt organization under Section 501(c)(3) of the Internal Revenue Code (or corresponding

provisions of any future Internal Revenue Law).

ARTICLE XVI – DOCUMENT RETENTION

16.01 Document Retention Policy. The following Document Retention Policy is adopted

consistent with government regulations to provide a clear and definitive guide:

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a) The Choir Booster organization shall keep Financial Records and such permanent books of

account and records as shall be sufficient to establish the items of gross income, receipts and

disbursements of the organization. Such books of account and records shall at all reasonable times be

open to inspection by its members, the officers and the administration;

b) Documents shall be maintained in paper and/or in an electronic storage format which can be

readily transferred to paper;

c) Documents retained electronically (hard drives, cloud storage) shall be saved annually on a

storage drive (USB or other) after the end of the fiscal year (June 30th) and filed and retained according

to Article XVI Document Retention Policies;

d) Documents not described may be retained for the duration deemed to be useful to the purpose of

the Booster Club and/or the choir program;

e) Upon expiration of the retention period listed documents shall no longer be considered Booster

Club records and may be destroyed, deleted, purged or otherwise eliminated;

f) In the event the Booster Club is served with any request for documents or the

organization becomes aware of a governmental investigation or audit concerning the organization or the

commencement of any litigation against or concerning the organization, all documents relating or

pertaining to such investigation, claim or litigation shall be retained indefinitely, and any further disposal of

documents shall be suspended and shall not be reinstated until conclusion of the investigation or lawsuit,

or until such time as the Booster Officers, with the advice of legal counsel determines otherwise.

16.02 Retention Periods. The Board of Trustees shall ensure that documents listed below

shall be retained for the duration indicated, and the Board of Trustees are authorized to make

modifications to this schedule from time to time to ensure that it is in compliance with local, state and

federal laws.

Certificate of Incorporation, Bylaws and other dedicatory instruments and any amendments shall

be retained permanently;

Financial books and records, including annual budgets, monthly financial statements and bank

statements shall be retained for seven (7) years;

Contracts with a term of one (1) year or more shall be retained for four (4) years after the

expiration of the contract term;

Minutes of meetings of the Board of Directors, the Booster Officers or the Booster Club Members

shall be retained for seven (7) years after the date of the meeting;

Fundraising documentation including general booster fundraising, corporate fundraising,

donations, sale of items shall be retained for (7) years;

Tax Filings and audit records shall be retained for seven (7) years;

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ARTICLE XVII – INDEMNIFICATION OF OFFICERS,

TRUSTEES, EMPLOYEES AND AGENTS

17.01 Indemnification Other Than in Action by or in Right of the Corporation. To the

fullest extent and in the manner permitted by the laws of the State of Oklahoma and specifically as is

permitted under Section 1031 of Title 18 of the Oklahoma Statutes or its successor or any other law

which may hereafter be enacted granting to a corporation the powers of indemnification, the Corporation

shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,

pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,

other than an action by or in the right of the Corporation, by reason of the fact that such person is or was

a Trustee, officer, employee or agent of the Corporation, or is or was serving at the request of the

Corporation as a Trustee, officer, employee or agent of another corporation, partnership, joint venture,

trust or other enterprise against expenses, including attorneys' fees, judgments, fines and amounts paid

in settlement actually and reasonably incurred in connection with such action, suit, or proceeding if he or

she acted in good faith and in a manner he or she reasonably believed to be in and not opposed to the

best interests of the Corporation, and with respect to any criminal action or proceeding, he or she had no

reasonable cause to believe his or her conduct was unlawful. Determination of any action, suit, or

proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its

equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a

manner which he or she reasonably believed to be in and not opposed to the best interests of the

Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that

his or her conduct was lawful.

17.02 Indemnification in Action by or in Right of the Corporation. The Corporation shall

indemnify any person who was or is a party or is threatened to be made a party to any threatened,

pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor

by reason of the fact that he or she is or was a Trustee, officer, employee or agent of the Corporation, or

is or was serving at the request of the Corporation as a Trustee, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys'

fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such

action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or

not opposed to the best interests of the Corporation; except that no indemnification shall be made in

respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for

gross negligence or willful misconduct in the performance of his or her duty to the Corporation unless and

only to the extent that the court in which such action or suit was brought shall determine upon application

that, despite the adjudication of liability but in view of all the circumstances of the case, such person is

fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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17.03 Further Indemnity. To the extent that a Trustee, officer, employee or agent of the

Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding

referred to in Article XVII (a) and (b), under Board of Trustees designation above, or in defense of any

claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys' fees,

actually and reasonably incurred by him or her in connection therewith.

17.04 Limitations on Indemnity. Any indemnification under the provisions of this Article XVII,

under Board of Trustees designation above, unless ordered by a court, shall be made by the Corporation

only as authorized in the specific case upon a determination that indemnification of the Trustee, officer,

employee or agent is proper in the circumstances because he or she has met the applicable standard of

conduct set forth in this Article XVII under Board of Trustees designation, as applicable. Such

determination shall be made:

i. by the Board of Trustees by a majority vote of a quorum consisting of Trustees who

were not parties to such action, suit or proceeding; or

ii. if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested

Trustees so directs, by independent legal counsel in a written opinion.

17.05 Advance of Indemnification Expenses. Expenses incurred by an officer or Trustee in

defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the

final disposition of such action, suit or proceeding as authorized by the Board of Trustees in the specific

case upon receipt of an undertaking by or on behalf of such Trustee or officer to repay such amount,

unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as

authorized by the provisions of this section. Such expenses incurred by other employees and agents

may be so paid upon such terms and conditions, if any, as the Board of Trustees deems appropriate.

17.06 Other Indemnification. The indemnification herein provided shall not limit the

Corporation from providing any other indemnification permitted by law nor shall it be deemed exclusive of

any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote

of members or disinterested Trustees or otherwise, both as to action in his or her official capacity and as

to action in another capacity while holding such office, and shall continue as to a person who has ceased

to be a Trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and

administrators of such a person.

17.07 Insurance. The Corporation may purchase and maintain insurance on behalf of any

person who is or was a Trustee, officer, employee or agent of the Corporation, or is or was serving at the

request of the Corporation as a Trustee, officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise against any liability asserted against and incurred by him or her in

any such capacity, or arising out of his or her status as such, whether or not the Corporation would have

the power to indemnify him or her against such liability under these provisions.

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17.08 Other Entities. For the purposes of this section, references to “the Corporation” shall

include, in addition to the Corporation, any constituent corporation (including any constituent of a

constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would

have had power and authority to indemnify its Trustees, officers, and employees or agents so that any

person who is or was a Trustee, officer, employee or agent of such constituent corporation, or is or was

serving at the request of such constituent corporation as a Trustee, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the

provisions of this section with respect to the resulting or surviving corporation as he or she would have

with respect to such constituent corporation if its separate existence had continued.

17.09 Limitation. Notwithstanding any of the foregoing, to the extent that indemnification

under this Article XVII would result in an excess benefit transaction under Section 4958 of the Code or an

act of self-dealing under Section 4941 of the Code, such indemnification is prohibited.

ARTICLE XVIII – RESTRICTIONS

18.01 Non-Profit and Tax-Exempt Restrictions. This organization is a non-profit organization

recognized as tax exempt under Section 501(c)(3) of the Internal Revenue Code and, therefore, shall

abide by the following restrictions to retain tax-exempt status:

a. Shall not, directly or indirectly, participate in or contribute money to political campaigns;

b. Shall not distribute profits to members, officers or directors. A tax-exempt entity cannot

organize to financially benefit its members, officers or directors.

c. No part of net earnings of the organization shall inure to the benefit of, or be distributable

to, its members, directors, trustees, officers, or other private persons.

d. Shall not make substantial profits from unrelated activities. If the tax-exempt entity

spends too much time on unrelated activities or if the unrelated activities generate substantial

income, the group’s tax-exempt status may be jeopardized.

e. If the organization dissolves, its assets must be distributed to another tax-exempt

organization.

f. Notwithstanding any other provision of these Bylaws, no director, officer, employee,

member or representative of this organization shall take any action or carry on any activity by or

on behalf of the organization not permitted to be taken or carried on by an organization exempt

under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or

any organization contributions to which are deductible under Section 170(c)(2) of such Code and

Regulations as it now exists or may be amended.

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ARTICLE XIX – GOVERNANCE

In the event of a conflict between the Moore Public Schools ISD #2 or IRS Guidelines for non-profit

organizations under Section 501(c)(3) of the Internal Revenue Code and these Bylaws, the former shall

prevail.

ARTICLE XX – AMENDMENT PROCEDURE

These Bylaws may be made, altered, or repealed or new Bylaws may be adopted at any meeting

of the Board of Trustees by a two-thirds (2/3rds) majority vote of the whole Board and approval of the

Choir Director. However, no such amendment shall authorize the Board of Trustees or members of the

Corporation to conduct the affairs of the Corporation in any manner or for any purpose contrary to the

provisions of Section 501(c)(3) of the Code.

These Bylaws were adopted by 2/3rds vote of the Board of Trustees on November ____, 2016.

____________________________________________

Secretary of the Board of Trustees

Approved by the Moore High School Choir Director on November _____, 2016.

____________________________________________

Lynn Herbel, Moore High School Choir Director