AV Boosters Mission

ByLaws

BYLAWS OF

AMADOR VALLEY ATHLETIC BOOSTERS CLUB, INC.

A NONPROFIT ORGANIZATION

Adopted May 1989, Amended ?

ARTICLE I: THE ORGANIZATION

NAME

The name of the organization shall be Amador Valley Athletic Boosters Club, Inc. (hereinafter referred to as “the Club” or “Boosters").

ADDRESS

The principal office for the transaction of the activities of the Club is located at PO Box 1228, Pleasanton, California 94566. The board of Directors may change the principal office of the Corporation to another location in Pleasanton, California without the necessity of an amendment to these Bylaws.

PURPOSE

Amador Valley Athletic Boosters Club, Inc. is committed to developing the potential of student-athletes at Amador Valley High School, promoting sports and athletics, and improving the community through action and leadership. Its purpose is exclusively educational and charitable. We welcome all people who value our Mission. We are committed to inclusive environments of diverse individuals, organizations, and communities.

Money raised from membership fees and fundraising is exclusively for charitable purposes to financially assist the AVHS Athletic Department, AVHS athletic teams, and their athletes. The Amador Valley Athletic Boosters Club qualifies as a non-profit 501(c)(3) organization.

GOVERNANCE

The Club shall be self-governing, self-supporting, non-commercial, non-sectarian, nonprofit, and nonpartisan and shall seek neither to direct the administrative activities of AVHS nor to control its policies. The government of this organization shall be vested in officers elected annually.

ARTICLE II: BOARD OF DIRECTORS

CORPORATE STRUCTURE

The Club may have one or more classes of members, the qualifications, and rights, including voting rights, of which shall be designated in these Bylaws.

ORGANIZATION

The Club shall operate on a Committee system. A Committee may be created, combined, or dissolved by the Board of Directors. Each Committee shall be composed of an appointed Chair and additional volunteers as needed. Committees shall hold meetings as necessary and provide updates at the monthly Board meetings as needed.

VOTING OFFICERS

The Officers of the Board of Directors shall have general supervision of all affairs of the Club and shall have responsibility for the designation of the use of funds or other assets delivered to it. Any gift, grant, or conveyance to the Foundation may be accepted by the Directors (unless such gift, grant or conveyance is conditional, and all such conditional gifts must be expressly approved by the Directors at a duly noticed and quorum Directors' meeting).

The elected officers with full voting rights shall be:

1. President

2. Director of Communications/ Vice-President

3. Director of Membership

4. Director of Fundraising

5. Director of Teams

6. Director of Charitable Programs/ Sponsorships

7. Treasurer

8. Financial Secretary

9. Recording Secretary

10. Director of Snack Bar/ Food Service

These officers constitute the “‘Board” or “Executive Committee”.

a) Duties- The duties of the elected officers shall be:

(i) To transact the necessary business of the club

(ii) To approve the annual budgeted expenditures of the club

(iii) To approve or disapprove the recommendations of all standing or special committees

(iv) To be present at all board and general meetings

NUMBER; QUORUM

The number of Officers constituting the initial Executive Board of Directors of the Club is ten. A majority of the voting members of the Board of Directors shall constitute a quorum. Directors may vote by proxy or via electronic video meeting attendance.

EX-OFFICIO DIRECTORS

The following persons shall be ex-officio Officers of the Club and do not have voting rights:

11. the Superintendent of Pleasanton Unified School District (the "District")

12. the Principal of Amador Valley High School

13. the Athletic Director of Amador Valley High School

14. a parliamentary procedures advisor

15. (2) or more appointed Jr Vice Presidents from the student body to represent student interests

DUTIES

The duties of the ex-officio officers shall be:

(i) To assist in transactions of the Club

(ii) To assist in the annual budget

(iii) To provide access to the school facilities when needed

(iv) To convey information to coaches, teams, and families as needed

(v) To provide advisory insight about the school and athletic programs

(vi) To ensure compliance with Titles VII & IX, NCAA, CIF, and other governing bodies

The Club shall consider these ex-officio Directors as professional consultants.

TERM; ELECTION

All Directors shall serve one-year terms. The terms shall expire at the end of the regular meeting of the Directors held in May of that year. Elections for successor Directors shall be held at such meeting, and all Directors present shall be entitled to vote during the election for successor Directors.

REMOVAL

A member of the Voting Officers of the Board of Directors may be removed at any time and for any or no reason by formal action of the Board of Directors at a duly noticed Directors' meeting and quorum vote.

ARTICLE III: OFFICERS

PRESIDENT

Subject to the control of the Board of Directors, the President shall be the chief executive officer and general manager of the Club. All Club contracts must be signed by the President or another officer as designated by the President. The President shall

preside at all monthly Board meetings and the quarterly general sports season information meetings, and shall be an ex-officio member of all committees. The President shall represent the Board as needed with AVHS business.

S/he shall coordinate the activities of specific committees with the respective chairperson, and shall perform such other duties assigned by the Board.

DIRECTOR OF COMMUNICATIONS/ VICE PRESIDENT

The Director of Communications shall maintain the booster’s website along with additional social media platforms, coordinate mass or targeted communications, and shall support all other officers for website needs and specific communications.

As Vice President, they shall act as an aide to the President, perform the duties of the President in the absence of that officer, and shall coordinate the activities of specific committees with respective chairpersons, and shall perform such duties assigned by the Board. Shall work with the Parliamentary procedures advisor at meetings/ events as necessary.

DIRECTOR OF MEMBERSHIP

The Director of Membership shall coordinate Boosters Club membership levels and strategies and shall coordinate membership drive strategies. The Director of Membership shall keep and provide membership and mailing lists.

DIRECTOR OF FUNDRAISING

The Director of Fundraising shall coordinate all general Boosters Club fundraising strategies to support the organization as needed. They shall act as an aide to the President, coordinate the activities of specific committees with respective chairpersons and shall perform such duties assigned by the Board.

DIRECTOR OF TEAMS

The Director of Team Managers shall coordinate with all Team Managers to provide necessary support as required along with working with the AVHS Athletic Director to coordinate with the Team Coaches. They shall act as an aide to the President, shall coordinate the activities of specific committees with respective chairpersons and shall perform such duties assigned by the Board.

DIRECTOR OF CHARITABLE PROGRAMS/ SPONSORSHIPS

The Director of Charitable Programs/ Sponsorships shall work with the community to obtain sponsorships for fundraising along with researching any/all charitable programs. They shall act as an aide to the President, shall coordinate the activities of specific committees with respective chairpersons, and shall perform such duties assigned by the Board.

TREASURER

The Treasurer shall keep adequate and correct books and accounts of the Club. They are the custodian of the funds of the Club and shall coordinate and supervise its financial affairs. The Treasurer must report monthly to the Board and annually to the membership regarding the Club’s finances.

The Treasurer will receive all monies of the club, keep a record of receipts and disbursements, and pay funds as duly authorized through the annual budget. The Treasurer shall present a statement of accounts at every meeting and make a full report annually.

The Treasurer shall be responsible for preparing the annual budget to be approved at a scheduled Board meeting.

The Treasurer shall keep the records of Team funds separate from the general and special accounts and keep an accurate record of project expenses.

The Treasurer will maintain the Club’s annual budgeting and spending guidelines reflecting the current practices for budgeting funds and expenditures. These guidelines will be available to all team representatives and head coaches.

The Treasurer’s accounts will be examined annually by a consultant CPA firm hired by the Booster’s Club. The Treasurer will provide all reports, documents, and forms to the CPA firm annually/ as needed to file for taxes in a timely manner as to meet the submittal dates.

The Treasurer shall provide the various governmental agencies the necessary forms and tax returns to insure the club’s tax-exempt status.

As an alternate option, the Club can hire an outside consultant firm to perform all or a portion of the recording duties noted above in which the Treasurer would coordinate as needed.

FINANCIAL SECRETARY

The Financial Secretary shall keep an accurate record of all incoming money and deposit into the Club’s bank account and shall support the treasurer as needed.

As an alternate option, the Club can hire an outside consultant firm to perform all or a portion of the recording duties noted above in which the Financial Secretary would coordinate as needed.

RECORDING SECRETARY

The Recording Secretary shall assist the President with the creation and distribution of the agenda, keep a book of minutes of all Board Meetings, and committees of the Board, and shall distribute/ file the minutes for reference. The secretary shall perform such other duties as may be delegated.

DIRECTOR OF SNACK BAR/ FOOD SERVICE

The Director of Snack Bar/ Food Service shall coordinate all aspects of the snack bar including required certifications, staffing, scheduling, maintenance supervision and be the direct contact with PUSD.

ARTICLE IV: ATHLETIC DIRECTOR

DUTIES OF THE ATHLETIC DIRECTOR

The Athletic Director shall present a prioritized list of all coach’s budget requests for the upcoming season no later than 30 days prior to the start of each athletic season. The Athletic Director shall approve the annual budgets submitted by coaches and approve budget expenditure requests prior to payment by the Booster Treasurer.

The Athletic Director represents the administration in coordinating activities of the Boosters Club, he/she approves fundraising activities, particularly individual team fundraisers to be sure they do not conflict with other teams, clubs or school policy.

ARTICLE V: BOARD MEMBER NOMINATIONS & ELECTIONS

NOMINATING

Nominees can can/shall be presented by any of the Board members or anyone can apply for an open posted position to the Board for consideration prior to the official presentation of candidates.

The Board shall review and consider all applicants prior to nomination. Upon review and discussion, a nominee shall be selected and voted upon at the next Board meeting. A quorum is required for approval.

OFFICER ELECTIONS

The officers shall be elected annually at the May Booster’s Board meeting. If there is only one nominee for any office, his/her taking of office shall be subject to election.

OFFICER TERMS

Officers shall begin by attending the June Board meeting and will take office at the start of the fiscal year August 1. They shall serve through July 31st.

VACANCIES

Any vacancy occurring on the Board during the year shall be filled per the Nominating requirements above approved by a majority vote of the Booster’s Board.

ARTICLE VI: MEETINGS

MEETINGS

The Board shall have three types of meetings: Executive Board meetings, General Membership Meetings, and Special Meetings.

The rules governing the administration of these meetings shall be designated in the bylaws.

EXECUTIVE BOARD MEETINGS

The Board of Directors shall hold regular monthly meetings during the year. A regular meeting of the Executive Board of Directors shall be held without notice monthly at 7:00 pm local time on the first Monday of the month unless circumstances require an alternate date/time. In addition, The Board may change the standing date in recognition of holidays or school closures. Additional attendees may be invited as needed.

All Team Managers, Chairs, Coaches, and Boosters members are encouraged to attend the monthly Board meetings.

GENERAL MEMBERSHIP MEETINGS

General membership meetings are organized by the Athletic Director prior to the beginning of each sport season. The President shall attend and present general information on how the Booster’s Club functions and its responsibilities in funding AVHS sports teams and programs.

SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by or at the request of the Club President or any two Directors. The person or persons requesting a special meeting may fix the date and time of such meeting. Seven days’ notice shall be given to all Board members in the event a special meeting is called.

DECISIONS

Decisions are made by majority vote of the Executive voting Officers with considered advisement of school and district representatives as needed.

NOTICE

Notice of each monthly meeting and any special meetings of the Executive Board shall be posted on the social media platforms, general Booster’s calendar and given to each director not less than 7 days before the date of the meeting.

FORMAT

The following components shall be included in a notice of meeting:

Booster Club Name Type of Meeting

Meeting Participants Date of the Meeting

Date of the Notice Time of Meeting

Purpose of the Meeting Location of the Meeting

Option of Phone/ Video Conference Attendance Meeting Agenda with exhibits for review/ discussion/ vote

Name and Title of the Sender of the Notice

PARLIAMENTARY PROCEDURE

All meetings shall be conducted under Robert's Rules of Order.

MEETING AGENDAS

The following procedures will be followed at all regular meetings:

Welcome and introduction of guests Reading and approval of minutes

Treasurer's Financial Statements and approval Communications

Reports and disposal Executive Committees

Standing Committees Special Committees

Unfinished business New Business

Announcements Adjournment

VOTING WITHOUT MEETING

Any vote required or permitted to be taken by the Board of Directors may be taken without a meeting personally, by telephone or any other electronic transmission. Such vote shall be held to the same rules of executive, general, or special meetings. All votes such as these will be ratified at the next meeting of the Board of Directors.

ARTICLE VII: COMMITTEES

STANDING COMMITTEES

Standing committees are those committees whose activities are necessary to the business of the Club.

Standing committees may be created or dissolved by the Board of Directors.

PURPOSE

Such standing committees shall provide direct services as needed by the Club to the Director of the specific activity or overall Board.

APPOINTMENTS

A chairman/ committee member shall be appointed by the activity Director and approved by the board before taking office and shall hold office for the term of the board or as necessary within the term.

REPORTING

The chairman of each standing committee shall be responsible to the activities Director and shall report activities at each meeting as required.

COMMITTEES:

Examples of necessary Committees:

Fundraising: Membership Charitable Programs

Billboard & Ad Sales Online Registration Scholarships

Apparel & Retail Sales Volunteers Special Olympics

Grants, Endowments Financial Grants

Business Sponsorships

Fall Fundraiser

Spring Fundraiser

Pig Skin Classic Fundraiser

Raffles

Sponsorships

SPECIAL COMMITTEES

Special committees (sometimes referred to as Ad Hoc Committees) shall be created by the President or the Board of Directors which shall designate their powers and term.

PURPOSE

Such standing committees shall be recommended to the Board as may be required to promote the interests of the club.

APPOINTMENT

The chairman of each special committee shall be approved by the Board before taking office and shall hold office for the term of the board or as necessary.

REPORTING

The chairman of each committee shall be responsible to the Board and shall report activities at each meeting as required.

ARTICLE VIII: MEMBERSHIP

MEMBERSHIP ELIGIBILITY

Membership in this organization is open to any person who wishes to support and encourage sports at AVHS, and who complies with the rules of the Club.

Voting members:

The class of voting members of the Club shall consist of all Executive Board Members. All voting members shall serve without pay.

Non-Voting Members:

The class of non-voting members shall consist of ex-officio officers representing the school district, student representatives that have been appointed, and/or those individuals who have paid for an annual membership in the Foundation in an amount established by the Board of Directors.

MEMBERSHIP DUES

Annual membership fees will be suggested by the Director of Membership and approved by the Board and will be used principally for the normal operating or general fund expenses of the organization. Membership expires 1 year from purchase.

ARTICLE IX: FINANCIAL CONTROLS

FISCAL YEAR

The fiscal year of the Club shall be August 1 through July 31.

ACCOUNTS

The books and accounts of the Club shall be kept in accordance with generally accepted accounting principles and provide for transparency unless legally prohibited. All books shall be kept online and reports made available to any executive officer at any time. Money shall be banked locally.

INDEPENDENT NON-PROFIT REVIEW

The books and accounts of the Club shall be audited or reviewed annually by a third-party certified public accountant at the end of each fiscal year OR a local certified tax accountant shall prepare the required tax returns which shall include a review of all documents provided in consultation with the Treasurer and Financial Secretary. A copy of the Foundation’s federal tax return shall be made available to each member of the Board and a copy shall be sent to PUSD as required. The Club shall immediately send to PUSD evidence of any change in its status as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code.

BONDING

The Treasurer and others handling Club accounts shall be bonded in an amount determined by the Board of Directors.

SIGNATORIES

Checks shall be signed by at least two officers from the following: Treasurer, Financial Secretary, President, Vice-President.

ARTICLE X: CONFLICTS OF INTEREST

PURPOSE

As a nonprofit, charitable organization, the Club is accountable to both government agencies and members of the public for responsible and proper use of its resources. Directors, officers, committee chairs, coaches, team managers, and/or key persons have a duty to act in the Club’s best interests and may not use their positions for their own financial or personal benefit.

Conflicts of interest must be taken very seriously since they can damage the Club’s reputation and expose both the Club and affiliated individuals to legal liability if not handled appropriately.

The purpose of a Conflict of Interest Policy is to protect the Club’s interests when it is considering taking an action or entering into a transaction that might benefit the private interests of a director, officer, committee chair, coach, team manager, or key person, result in the payment of excessive compensation to a director, officer, committee chair, coach, team manager, or key person; or otherwise violate state and federal laws governing conflicts of interest applicable to nonprofit, charitable organizations.

DEFINITION

A potential conflict of interest arises when a director, officer, committee chair, coach, team manager, or key person, or that person’s relative or business (a) stands to gain a financial benefit from an action the Club takes or a transaction into which the Club enters; or (b) has another interest that impairs, or could be seen to impair, the independence or objectivity of the director, officer or key person in discharging their duties to the Club.

DISCLOSURE

Any/ all Club officers, chairpersons, representatives, or key personnel must disclose to the best of your knowledge all potential conflicts of interest as soon as you become aware of them and always before any actions involving the potential conflict are taken. Prior to acting on the action/ transaction it shall be reviewed by the Board to determine if any issues are present.

PROHIBITED ACTS

The Club shall not make a loan to any director or officer.

ARTICLE X I: RATIFICATION OF NEW CHARITABLE PROGRAMS

NEW PROGRAMS AND COMMITTEES

Projects and Programs must be confirmed by the Executive Committee.

ARTICLE XII: ADMINISTRATIVE REQUIREMENTS & PROCEDURES

The board will keep complete books and records of accounts and meeting minutes. All files will be stored on the Google shared drive for transparency and continuity.

ARTICLE XIII: NONLIABILITY OF DIRECTORS; INDEMNIFICATION

NONLIABILITY OF DIRECTORS AND OFFICERS:

There shall be no personal liability to a third party on the part of a Director or Officer of the Amador Valley Athletic Boosters Club caused by the Director’s or Officer’s negligent act or omission in the performance of that person’s duties as a Director or Officer, if all the following conditions are met: (1) The act or omission was within the scope of the Director’s or Officer’s duties; (2) The act or omission was performed in good faith; (3) The act or omission was not reckless, wanton, intentional or grossly negligent; (4) The Club has complied with the requirements of subsection (B) below. This limitation on the personal liability of a Director or Officer does not limit the liability of the Club for any damages caused by acts or omissions of a Director or Officer. (B) Requirement to Obtain Liability Insurance. To the fullest extent permitted by law, the Club shall indemnify its Directors, Officers, members, employees, agents and other persons (including persons formerly occupying any such position and persons serving at the request of the Club as a Director, Officer, member or agent of another corporation) against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any claim, action, suit, or proceeding or threat thereof made or instituted by reason of the fact that such person is or was a Director, Officer, member employee or agent of the Club.

ARTICLE XIV: AMENDMENTS

These bylaws may be amended by quorum affirmation vote of the board members in attendance (in person or via video meeting) (minimum 2/3 of voting members required for vote) at a general booster or special meeting after written notice of such proposed change has been sent to each member at least seven days before the meeting.