Straub Middle School Music Boosters
ARTICLE I: PURPOSE
This corporation shall be organized and operated exclusively for educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).
This corporation’s primary purpose shall be: to establish, maintain and manage the Straub Middle School Music Boosters.
ARTICLE II: MEMBERSHIP
Membership shall be open to any person who subscribes to the purpose and function of the Straub Middle School Music Booster Organization. Members do not have to have a student currently enrolled at Straub Middle School to join. Each adult member is entitled to one vote when personally in attendance at the meetings of the Boosters.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Duties. The affairs of the corporation shall be managed by the Board of Directors.
Section 2. Number. The number of Directors may vary between a minimum of three and a maximum of fifteen.
Section 3. Term and Election. The term of office for Directors shall be one year. A Director may be reelected without limitation on the number of terms s/he may serve. The membership shall elect the Directors, except that a Director shall not vote on that member’s own position.
Section 4. Removal. Any Director may be removed, with or without cause, by a majority vote of the membership then in attendance.
Section 5. Vacancies. Vacancies on the Board of Directors and newly created board positions will be filled by a majority vote of the membership.
Section 6. Quorum and Action. A quorum at a board meeting shall be a majority of the members personally in attendance immediately before the meeting begins.
Section 7. Regular Meetings. Regular meetings of the Boosters shall be held at the time and place to be determined by the members. No other notice of the date, time, place, or purpose of these meetings is required.
Section 8. Special Meetings. Special meetings shall be held at the time and place to be determined by the Board of Directors.
Section 9. Meeting by Telecommunication. Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications.
Section 10. No Salary. Directors shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service.
ARTICLE IV: COMMITTEES
Section 1. Other Committees. The membership may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees.
ARTICLE V: OFFICERS
Section 1. Titles. The officers of this corporation shall be the President, Vice President, Secretary and Treasurer.
Section 2. Election. The membership shall elect the Officers to serve one year terms. An officer may be reelected without limitation on the number of terms the officer may serve.
Section 3. Vacancy. A vacancy of any officer shall be filled not later than the first regular meeting following the vacancy.
Section 4. Other Officers. Membership may elect or appoint other officers as deemed necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the membership.
Section 5. President. The President shall be the chief officer of the corporation and shall act as the Chair of the Board. The President shall have any other powers and duties as may be prescribed by the membership.
Section 6. Secretary. The Secretary shall have overall responsibility for all record keeping. The Secretary shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of the membership meetings and actions; (b) provision for notice of all meetings of the membership; and (c) any other duties as may be prescribed by the membership.
Section 7. Treasurer. The Treasurer shall have overall responsibility for all corporate funds. The Treasurer shall perform, or cause to be performed, the following duties: (a) authentication of the records of the corporation; (d) keeping of full and accurate accounts of all financial records of the corporation; (b) deposit of all monies and other valuable effects in the name and to the credit of the corporation; (c) disbursement of all funds when proper to do so; (d) making financial reports as to the financial condition of the corporation to the membership; and (e) any other duties as may be prescribed by the membership.
Section 8. Vice President. The Vice President shall have overall responsibilities for all committees, shall fill in for the President when requested by the President, and shall have any other powers and duties as may be prescribed by the membership.
ARTICLE VI: CORPORATE INDEMNITY
This corporation will indemnify its officers and directors to the fullest extent allowed by Oregon law.
ARTICLE VII: AMENDMENTS TO BYLAWS
These bylaws may be amended or repealed, and new bylaws adopted, by the membership by a majority vote of members present.
ARTICLE VIII: NONDISCRIMINATION
This corporation prohibits discrimination based on race, religion, gender, sexual orientation, creed, marital status, national origin or political beliefs and/or affiliations, and disability.
Date Adopted: September 9, 2011
Revised: April 14, 2015