CENTENNIAL BOOSTERS, INC.

 

ARTICLE I - Name

 

The name of this corporation shall be Centennial Boosters, Inc. This organization will be referred to in this document as the "Boosters" or the "Corporation." No officer or agent of the Corporation shall use its name other than in a duly authorized manner.

 

ARTICLE II - Objective

 

The purposes of the Corporation shall be as set forth in the Corporation's charter with an intention of enhancing, through funding and volunteer support, the extra-curricular activities offered by Centennial High School to encourage student interest and participation in such activities so that each Centennial High School student has the opportunity to enjoy a fulfilling and enriching high school experience.

 

ARTICLE III - Membership

 

1. Membership in the Boosters shall be open to all persons interested in supporting the Objective outlined in Article II for Centennial High School and who pay the annual membership dues established by the Board of Directors from time to time. The Board of Directors may, from time to time, expand the membership of the Corporation to include any other person, firm or corporation as may be established by the Board of Directors and who shall have such rights and privileges as may be established from time to time by the Board of Directors. The membership of the Corporation may be changed or divided into such classes as the Board of Directors shall deem advisable from time to time, and the Board of Directors may prescribe the rights, privileges and qualifications for members of each such class. Membership in the Corporation is personal and is not transferable. No member shall receive any compensation for his or her services as such.

 

2. Membership, office, and participation in all activities, programs and benefits of the Corporation shall be open without regard to race, creed, color, sex or national origin.

 

3. Upon payment of annual membership dues, a person shall be considered an active General Member in good standing for such fiscal year and shall be entitled to vote at any General Membership Meeting held during such fiscal year. Individuals who support the Objective outlined in Article II for Centennial High School and who register or were registered with the Boosters but have not paid the annual membership dues established by the Board of Directors from time to time shall be considered inactive General Members who may, but are not entitled, to receive notice of General Membership Meetings. Inactive members may not vote at General Membership Meetings. Individuals may join the Boosters as a family and they shall jointly be considered a member. Each family that is a member shall only be entitled to one vote unless each adult becomes a separate member by applying for membership separately and paying a separate annual membership dues, in which case each individual shall be considered a member and shall be entitled to vote at any General Membership Meeting held during such fiscal year.

 

4. Membership dues are to be established by the Board of Directors prior to the start of each fiscal year and membership shall be renewable annually.

 

5. One Faculty Advisor of each school-sanctioned extra curricular activity shall be designated by such activity and shall be considered an Honorary General Member for such fiscal year and shall be entitled to vote at any General Membership Meeting held during such fiscal year. Honorary members shall be exempt from the payment of membership dues.

 

6. At any meeting of the members duly called for such purpose, any member may be removed, with or without cause, by a majority vote of the entire membership then present. Such member being considered for removal shall not be deemed a member for purposes of determining the existence of a quorum of members present in person or by proxy with respect to the removal proceedings.

 

ARTICLE IV - Government

 

1. The Boosters shall be governed by a Board of Directors, consisting of at least eleven (11) elected members, plus one representative from the Centennial High School Administration Staff and one Faculty Advisor.

 

2. The Centennial High School Administration Staff member and the Faculty Advisor shall be appointed by the school principal.

 

3. The Directors shall serve for a period of one year effective immediately upon their election..

 

4. The Corporation's fiscal year begins on July 1st and carries through the following June 30th.

 

ARTICLE V - Board of Directors

 

1. The Board of Directors shall meet at least quarterly at Centennial High School or such other location in Ellicott City as determined by the Board of Directors. For these meetings three-fifths (3/5s) or more of the Directors shall constitute a quorum. Notice of the meeting shall be given by U.S. mail, electronic mail, or publication in the Boosters column of the EAGLE'S EYE newsletter at least ten (10) days prior to said meeting.

 

2. Special meetings of the Board of Directors may be called by the President, or shall be called by the Secretary upon request of at least two-thirds (2/3s) of the Directors. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing to such action is signed by each director and such written consent is filed with the minutes of proceedings of the Board of Directors.

 

3. The Board or any executive or other committee may vote to close all or part of a meeting in order to discuss personnel matters, or other subjects normally considered to involve personal privacy or trade or business secrets, to consult with legal counsel, or for other good cause as determined by the Board or such committee, as the case may be. This vote must be in open meeting and the minutes shall include a brief summary of the basis or reason for closing the meeting in whole or in part. Directors shall be required to maintain the confidentiality of any matter discussed in a closed meeting or any part of a meeting that is closed. Any breach of confidentiality by a director will be grounds for removal from the Board.

 

4. Consistent with these By-Laws, at any meeting of the Board of Directors, the Board of Directors may:

 

a. By a majority vote, decide all matters of general Boosters' policy.

 

b. Establish yearly budgets from activity requests and recommendations from the Appropriations Committee.

 

c. Provide ways of raising the necessary funds to support the Objective at Article II above.

 

d. Establish a dues schedule for the membership. Elect from the Board of Directors a President, Vice President, Secretary, and Treasurer who shall constitute the Board of Officers subject to the term limits set out below.

 

e. Elect from the Board of Directors a Chairperson of the Appropriations Committee.

 

f. Fill any vacancy in the membership of the Board of Directors. Any person selected to fill a vacancy shall only serve for the remainder to the term being filled.

 

g. Grant to the President a credit authorization, not to exceed $300.00, to conduct the business of the organization.

 

h. Authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

 

i. Designate the banks in which the Boosters' funds shall be deposited, and determine the manner in which checks, drafts and other instruments for the payment of Boosters' funds shall be executed.

 

j. Take any other legal action deemed necessary or convenient to further the purposes of the Corporation.

 

5. The Board of Directors shall not obligate the Boosters in any way for a period of more than two years without the approval of the majority of the members present at a General Membership meeting, or any special General Membership meeting called for that purpose.

 

6. The Treasurer's accounts and records will be examined from time to time as deemed appropriate by the Board of Directors and upon change of Treasurer. Such an examination shall be conducted by an auditor selected by the Board of Directors or auditing committee composed of not less than two persons, at least one of whom must be a director. Such auditor or audit committee shall submit its report and findings to the Board within thirty (30) days of their appointment, unless a longer time is permitted by the Board. An auditor or auditing committee shall be appointed by the President within ten (10) days after a new Treasurer assumes his/her duties.

 

7. Nothing in these By-Laws shall be construed to permit the Board of Directors to borrow or pledge the credit of the Boosters without approval of the General Members at a duly held General Membership meeting.

 

8. An elected Director who does not attend three regular consecutive Board meetings may be removed from office by action of a majority of the Board of Directors present at a duly held meeting of the Board of Directors.

 

9. Any member of the Board of Directors may be removed from office for failure to perform by a two-thirds (2/3s) vote of the Directors present at a duly held meeting of the Board of Directors.

 

10. All meetings of the Board of Directors shall be open to attendance by any member of the General Membership; however, a general member shall have the right to vote only at a General Membership Meeting.

 

ARTICLE VI - Officers

 

1. The President shall:

 

a. Assume general supervision of the affairs of the Corporation.

 

b. Preside over all General Membership, Board of Directors, and Board of Officers meetings.

 

c. Appoint such standing and special committees as are considered necessary for meeting the Objective at Article II to support Centennial High School.

 

d. Be, ex-officio, a member of all committees to include the Appropriations Committee.

 

2. The Vice-President shall:

 

a. Perform the duties of the President in his/her absence.

 

b. Under the direction of the President, attend to the business and financial operation of the Boosters along with the Treasurer.

 

c. Serve as a member of the Appropriations Committee.

 

3. The Secretary shall:

 

a. Keep a record of all proceedings of the Boosters and its meetings of the General Membership, the Board of Directors, the Appropriations Committee and the Board of Officers.

 

b. Conduct its correspondence.

 

c. Maintain a record of all Committees and their reports.

 

d. Send out notices of all meetings of the Board of Officers and the Board of Directors.

 

e. Serve as a member of the Appropriations Committee and keep record of the committee's proceedings.

 

4. The Treasurer shall:

 

a. Keep an accurate record of all monies received and disbursed by the Corporation.

 

b. Give such bond as may be required by the Board of Directors.

 

c. Be charged with filing of all Corporation financial reports.

 

d. At the completion of the fiscal year ending June 30th, submit the Corporation's financial reports for audit.

 

e. Serve as a member of the Appropriations Committee.

 

ARTICLE VII - Appropriations Committee

 

1. The Appropriations Committee shall be comprised of the Board of Officers and the Appropriations Committee chairperson.

 

2. The Appropriations Committee shall, consistent with Howard County School Board policies, provide advice and support to the Centennial High School Administration concerning appropriation and use of funds donated by the Boosters. The Appropriations Committee shall develop and present the Board with a proposed annual budget describing the amount proposed to be donated to Centennial High School along with, if available, an allocation of the proposed uses of the donated funds. The Committee shall also, in accordance with Howard County School Board policies, be responsible for the following: (a) providing advice to the Centennial High School Administration on the prioritization of funding requests received from qualified Centennial High School organizations; and (b) periodically reporting to the Board on funding requests received from qualified organizations, the status of the funding of such requests, and the uses of the funds donated by the Boosters. The Appropriations Committee and Boosters may only appropriate funds to be utilized directly by qualified Centennial High School organizations (subsequent donation of funds received by Boosters is not a permitted purpose or use of any appropriation).

 

3. The Appropriations Committee shall meet and report to the Board at least once each calendar quarter.

 

ARTICLE VIII - General Membership Meetings

 

1. The Board of Directors shall call a general membership meeting in May of each year at Centennial High School, or such other location in Ellicott City as determined by the Board of Directors, for the purpose of electing members of the Board for the following year. All members of the Boosters will be allowed to vote at this meeting for the members of the Board. Ten (10) members of the Boosters will constitute a quorum for this general membership meeting.

 

2. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any member shall demand that voting be by ballot.

 

3. At any meeting of the members, every member shall be entitled to vote in person or by proxy. If by proxy, such proxy shall be in writing, shall be dated and executed by the member of his or her duly authorized attorney in fact, but no proxy which is dated more than six (6) months before the meeting at which it is offered shall be accepted, unless such proxy shall, on its face, name a longer period for which it is to remain in force.

 

4. Special meetings of the general membership shall be called by the Board of Directors or upon the written request, with stated purpose and the matters proposed to be acted on at such meeting stated therein, of twenty (20) Boosters members to the Secretary.

 

5. A special meeting shall be called by the Secretary within thirty (30) days of receiving a written notification therefor.

 

6. Notice of all general membership meetings shall be given in writing at least thirty (30) days prior to said meetings. Only active members in good standing (dues paid) and honorary members shall be entitled to vote at meetings. A family membership is entitled to one (1) vote as described in Article III. Whenever notice to members is required, the mailing or e-mailing of such notice to the last known fixed or e-mail address of the members shall constitute notice. Such mailing may include notice in the Boosters' column in the Principal's Newsletter.

 

7. No business shall be transacted at a special meeting of members except that specifically designated in the notice.

 

ARTICLE IX - Nominations and Elections

 

1. A nominating committee, consisting of three (3) members, shall be appointed by the President sixty (60) days prior to the May General Membership meeting.

 

2. The nominating committee shall prepare a recommended slate of Directors. Any member in good standing (dues paid) shall be eligible for nomination and election to the Board of Directors. Each general and honorary member shall be notified of the recommended slate of Directors at least thirty (30) days prior to the May meeting of the General Membership. Nominations may be made from the floor at the May meeting. Any candidate nominated from the floor shall be present or shall have signified his/her intention in writing to the President to accept the office for which he/she is nominated.

 

3. The election of the Boosters' Board of Directors shall be held during the May general membership meeting.

 

4. Election of Boosters Officers (President, Vice-President, Secretary and Treasurer) shall be made each year by the newly elected Board of Directors.

 

ARTICLE X - Amendments

 

Amendments to these By-Laws may be made by the Board of Directors by a two-thirds vote of the Board members present at the meeting held to consider the amendments.

 

ARTICLE XI - Termination

 

In the event of the termination of the Centennial Boosters, Inc., all assets shall be donated to one or more local charities at the discretion of the Board of Directors.

 

ARTICLE XII - Parliamentary Authority

 

The rules contained in Roberts Rule of Order - revised shall govern the Boosters in all cases in which they are not inconsistent with the rules or orders of the Corporation.

 

 

ARTICLE XIII - Offices

 

 

The Corporation's principal office in the State of Maryland shall be located in Ellicott City or at any other place or places as the Board of Directors may designate. The Corporation may have additional offices at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

 

 

ARTICLE XIV - Indemnification

 

 

To the maximum extent permitted in Section 2-418 of the Maryland General Corporation Law, as amended from time to time, the Corporation shall indemnify, and shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (i) any individual who is a present or former director or officer of the Corporation or (ii) any individual who serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director or officer of such corporation or as a partner or trustee of such partnership, joint venture, trust or employee benefit plan at the request of the Corporation. The Corporation may, with the approval of its board of directors, provide such indemnification and advancement of expenses to a person who served as predecessor of the Corporation in any of the capacities described in (i) or (ii) above and to any employee or agent of the Corporation or a predecessor of the Corporation.

 

 

Neither the amendment nor repeal of this Section, nor the adoption or amendment of any other provision of the bylaws or charter of the Corporation inconsistent with this Section, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption

 

 

ARTICLE XV - Waiver Of Notice

 

Whenever any notice is required to be given pursuant to the charter or bylaws of the Corporation or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.