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BYLAWS OF BUFFS BASEBALL BOOSTER CLUB

Revised as of: October 18, 2020

ARTICLE I - PURPOSE

Section 1: Name. The name of the organization shall be Buffs Baseball Booster Club ("the Club"). The principal address of the organization shall be 16100 East Smoky Hill Road, Aurora, Colorado 80015.

Section 2: Purpose. Buffs Baseball Booster Club is organized exclusively for charitable, religious, scientific and educational purposes, under Section 501(c)(3) of the Internal Revenue code, or corresponding section of any future federal tax code, including for such purposes the making of distributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue code.

More specifically, the Club is organized:

  1. To support the baseball program at Smoky Hill High School;
  2. To promote and maintain a high standard of integrity and good sportsmanship in athletic activities;
  3. To create and maintain enthusiastic interest in Smoky Hill Baseball among players, coaches, students, parents, educators, businesses and the community;
  4. To provide the means for cooperation and communication between players, coaches, students, parents, educators, businesses and the community; and
  5. To raise funds for the Smoky Hill Baseball Program used to meet the Smoky Hill Baseball Program needs.

ARTICLE II - MEMBERSHIP

Section 1: Members. All parents and legal guardians of players participating in the Smoky Hill Baseball Program are eligible for Active Membership in the Club. Active Members shall be considered to be in good standing if they have paid the annual membership fees set by the Board of Directors.

Honorary and Alumni membership may be granted to persons who do not have a player involved in the Smoky Hill Baseball Program. Honorary and Alumni membership shall be granted by a 50 percent majority vote of the Board of Directors. The Board of Directors shall set Alumni and Honorary membership fees.

Section 2: Membership Fees

The Board of Directors has the authority to establish membership fees for Active, Alumni, and Honorary Membership.

Section 3: Voting.

Active Members who are in good standing shall have the right to vote on items at the Annual Meeting and General Meetings of the Club. Each Active Member shall have one vote. Absentee voting is not allowed; Active Members must be present at meetings to vote.

Alumni and Honorary Members shall not have the right to vote.

Section 4: Removal of Club Members

The Board of Directors shall have the power to revoke the membership of any individual or organization whose participation in the Club is determined by a 66 percent majority vote of the board to be detrimental to the purposes set forth in Article I, Section 2.

ARTICLE III - BOARD OF DIRECTORS

Section 1: Board of Directors Role, Size, Compensation.

The Board of Directors (“Board”) shall:

  1. Have the authority to act on behalf of the Club in the day-to-day operations of the Club and management of business affairs of the Club, except for matters decided by a vote in General Meetings
  2. Approve expenditures less than or equal to §2,000 that are not included in the Club’s annual budget. (Expenditures greater than §2,000 shall be approved by a majority vote of the Active Membership.)
  3. Control the overall policy and management of the Club
  4. Have control over all Club property
  5. Review the proposed Annual Budget prior to presentation for approval at the Annual Meeting

The number of Board members shall consist of no fewer than three (3) members and no more than seven (7), as determined by the Board. Board Members shall receive no compensation.

Required Board Members shall be:

  • Director
  • President
  • Vice President
  • Secretary
  • Treasurer

Optional Board Members:

  • Member at Large (non-voting position)

Section 2: Nomination and Election of Board Members

Election of Board Members will occur as the first item of business at the Annual Meeting of the Club. Voting for Board Members shall be done by written ballot. All Active Members in good standing shall have the right to vote.
At least 30 days prior to the Annual Meeting, the President shall appoint an Election Committee of three (3) members. The Election Committee shall present a slate of nominations, with the consent of those nominated, and prepare a ballot for election. Additional candidates may be nominated from the floor, but they must receive a second before being considered for election. All nominees shall be Active Members of the Club. At the Annual Meeting, the Election Committee will distribute, collect, and count the ballots and report the results. The Board positions will be filled by those receiving the most votes.

Section 3: Terms

All Board Members shall serve a three-year term. All Board Members are eligible for re-election to another three-year term.

Section 4: Removal of Board Members

Any Board Member may be removed from office by a unanimous vote of the remaining Board Members.

Section 5: Officers and Duties

There shall be up to four (4) officers of the Board of Directors, consisting of a Director, President, Vice-President, Secretary, and Treasurer.

The duties of the Board of Directors positions are as follows:

A. President

  1. Manage the overall image and direction of the Club
  2. Chair Board of Directors Meetings and General Meetings
  3. Have the authority to sign checks, make deposits, and conduct banking on behalf of the Club
  4. Form and dissolve committees
  5. Serve as ex-officio member of all committees except the Election Committee
  6. Serve as primary spokesperson of the Club
  7. Direct goals and budget performance

B. Vice President

  1. Fulfills the duties of the President during the President’s absence
  2. Assist the President in carrying out the duties of the President
  3. Have the authority to sign checks, make deposits, and conduct banking on behalf of the Club
  4. Perform such duties as assigned by the Board of Directors
  5. Attend all Board of Directors Meetings and General Meetings

C. Treasurer

  1. Have charge and custody of all funds and securities of the Club
  2. Collect membership dues and all monies resulting from fundraising activities
  3. On behalf of the Club, select a bank, open accounts, maintain accounts, deposit funds, withdraw funds, conduct related business and close accounts in the name of the Club in a federally-insured banking institution
  4. Have signing authority on all Club bank accounts
  5. Maintain accurate banking and financial records of the Club
  6. Reconcile the organization’s checkbook with bank records
  7. Submit monthly financial statements to the Board of Directors
  8. Prepare the annual budget for review and approval by the Board of Directors at the Annual Meeting
  9. Registers the Club as a Charitable Organization with the State of Colorado, Secretary of State, and Internal Revenue Service
  10. Files annual financial statements, tax returns and schedules, regardless of income, with the Internal Revenue Service and Colorado Secretary of State

D. Secretary

  1. Maintains a record of the proceedings of all Board of Directors Meetings and General Meetings.
  2. If requested, maintain a record of committee meetings
  3. Distribute meeting announcements and agendas
  4. Distribute meeting minutes
  5. Keep records of membership, attendance, documents, and maintain official correspondence
  6. Maintain mailing and contact lists
  7. Maintain pertinent records of the Club
Section 6: Vacancies

When a vacancy on the Board exists, nominations for new Board Member(s) may be received from present Board Members. These nominations shall be sent to Board Members with the regular Board meeting announcement, to be voted upon at a future Board meeting.

Section 7: Resignation, Termination and Absences

Resignation from the Board of Directors must be in writing and received by the President. Three consecutive absences by a Board Member from Board Meetings without an excuse deemed valid by the Board shall be construed as resignation from the Board.

Section 1: Annual Meeting

The date, time, and location of the regular Annual Meeting of the Club shall be set by the Board of Directors.

The following topics, at a minimum, will be addressed at the Annual Meeting:

  1. Election of Board of Directors Members
  2. Review and approval of the next fiscal year’s Club budget
  3. Establish the membership fees for Active, Alumni, and Honorary Membership for the next fiscal year.

A quorum of Active Members for the Annual Meeting shall be 25 percent of the current Active Members.

Section 2: General Meetings

General Meetings of the Club shall be held at least once a month. The date, time, and location of the General Meetings shall be set by the President.

A quorum of Active Members for General Meetings shall be 10 percent of the Active Members.

Section 3: Board of Directors Meetings

The Board of Directors shall meet at least four times per year. It is expected that the Board Members attend the Board Meetings in person. Board Members will be offered the opportunity to participate via teleconference with advance notice.

The date, time, and location of the Board Meetings shall be set by the President.

A quorum of Board Members for Board Meetings shall be two-thirds of Board Members.

Section 4: Special Meetings.

Special meetings of the Board shall be called upon the request of the President or written request by one-half of the Board to the President. Notices of special meetings shall be communicated to each Board Member by the President at least 24 hours in advance.

Section 5: Notice.

Notice of each meeting shall be given to each voting member, by email or mail, not less than 10 business days before the meeting. This notice may be waived for action without a meeting.

Section 6: Action Without a Meeting.

Action can occur via conference call, email, or telephone as is necessary and expedient to perform the routine business of the organization. All normal business protocols and procedures would be in force. Action

ARTICLE V — COMMITTEES

Section 1: Committee Formation.

The Board may create or delete Committees as needed to conduct the business of the Club. The President shall appoint a Chairperson for each committee.

Section 2: Committee Powers.

No committee or member thereof shall take or make public any action or resolution, or in any way commit the Club on any matter of policy or matters of general public interest without having first received specific approval from the Board of Directors. No committee or member thereof shall commit the Club to any legal or finance obligation without prior approval of the Board of Directors.

ARTICLE VI - FINANCIAL AND PROPERTY MANAGEMENT ee ee ee

Section 1: Fiscal Year. :

The fiscal year of the Club shall be determined by resolution of the Board of Directors. The fiscal year of the Club shail be August 1 through July 31.

Section 2: Contracts.

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Club. Such authority may be general or specific.

Section 3: Checks.

The Board of Directors shall ensure that policies are in place regarding the signing of checks, drafts, other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Club. This policy shall detail which persons shall be empowered to sign such checks, drafts, etc. and the number of signatures required.

ARTICLE VI - FINANCIAL AND PROPERTY MANAGEMENT ee ee ee

Section 4: Deposits.

All funds of the Club shail be promptly deposited to the credit of the Club in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 5: Grants, Gifts and Donations.

The Board may apply for, and/or delegate authority to apply for, and accept grants and solicit and accept on behalf of the Club any gift, bequest, or devise for the general purposes of the Club or for any special purpose of the Club. The Board may make donations to other charitable organizations.

Section 6: Loans.

No loans will be contracted on behalf of the Club and no evidence of indebtedness will be issued in the Club’s name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. No foan will be made to any Director or officer of the Club. Any Director or officer who assents to or participates in the making of any such loan will be liable to the Club for the amount of such loan until the repayment thereof.

ARTICLE VII — IDEMNIFICATION

Section 1: General.

indemnification shall at all times be allowed to the fullest extent as is now, or in the future, provided by applicable law.

Section 2: Insurance.

Directors may exercise the organization’s power to purchase and maintain insurance on behalf of any person’s official capacity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the organization would have the power to indemnify him or her against such liability hereunder or otherwise.

ARTICLE Vill ~ MISCELLANEOUS

Section 1: Limitation of Purposes.

The Club shall not engage in any other activities than are set forth in the Articles of incorporation.

Section 2: Distribution of Earnings.

No part of the net earnings of the Club shall inure to the benefit of any member, director, officer, or other private individual.

Section 3: Interpretation of Bylaws.

It is the purpose of the Club to qualify for exemption under Section 501(c)(3) of the Internal Revenue Code. Therefore, these Bylaws should be interpreted in the fashion and manner to provide for satisfaction of any requirements in said section, or any other requirements in said section, or any other requirements which pertain to qualifications of exempt organizations and, in addition, the organization shall be operated in such manner as to so qualify.

ARTICLE IX - DISSOLUTION

Upon the dissolution of Buffs Baseball Booster Club, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE X - AMENDMENTS

Section 1: Articles of Incorporation

The Articles of Incorporation may be amended in any manner at any regular meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting. Any amendment to the Articles shall require the affirmative vote of all directors then in office.

Section 2: Bylaws

The Board of Directors may amend these Bylaws by majority vote at any regular meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected shall be given to each director at least three days in advance of such a meeting.

We, the undersigned, are directors of this Organization, and as such, are authorized to execute these By Laws on behalf of the Organization. We consent to, and hereby do, adopt the foregoing By Laws, as the By Laws of this Organization.

ADOPTED AND APPROVED by the Board of Directors on this 18th day of October 2020.