Mission & Bylaws

Cardinal Pride Band Boosters Bylaws (2023)

Cardinal Pride Band Boosters, Inc.

BYLAWS

April 11, 2023

A 501(c)3 NON-PROFIT CORPORATION

These Bylaws govern the affairs of the Cardinal Pride Band Boosters (referred to as CPBB), a non-profit corporation (referred to as the “Corporation”), organized under the Texas Business Organization Code.

MISSION STATEMENT

The purpose of the Cardinal Pride Band Boosters is to directly support the band program at large, including but not limited to its students, its directors, its community outreach, and any other activities or actions that benefit the band program as a whole.

INTRODUCTION

CPBB is a support organization formed by Pottsboro ISD parents to promote school, parent, student and community involvement in the band program.  CPBB greatly appreciates the time, effort, and financial support that the booster membership provides on a voluntary basis.

Although this booster club works very closely with the District, it is a separate entity from the District.  The appropriate District Administrator must approve the formation of this booster club.  In addition, as a tax-exempt organization, it must abide by all Pottsboro ISD policies and procedures, University of Interscholastic League regulations, federal and Texas state laws concerning booster/non-profit organizations.

OVERSIGHT – GOVERNING AUTHORITY

The Superintendent of Pottsboro ISD is solely responsible for the entire educational program including curricular and extracurricular activities.  All events, activities, personnel, and organizations (including booster clubs) are under the jurisdiction of the Superintendent.  It is important that the CPBB recognize this authority and work within the framework prescribed by the school administration.

Each school Principal is directly responsible for all fundraising activities carried out in their school by school personnel or outside organizations on behalf of the school.  Booster clubs supporting the school should fully cooperate with the principal conducting activities on behalf of the school under the direction of the Head Band Director.

The Head Band Director is an employee of the District who serves as a direct contact between the booster club and the District.  The Head Band Director is responsible for advising the various activities in which the CPBB will participate with the permission of the Principal.  The Head Band Director should not be considered an officer or General Member of the booster club.

The Booster Club is responsible for supporting the band, student group, activity, or program.  Their support supplements the student’s activities that range from providing fan base at school games and events to fundraising, 

ARTICLE I -NAME

The name of the Corporation shall be Cardinal Pride Band Boosters. A local organization supporting and promoting the Pottsboro Independent School District Bands and Band programs.

ARTICLE II – OFFICES

The primary offices of the Corporation shall be located in Pottsboro, TX – Grayson County.  Mailing address shall be established through a POST OFFICE BOX.  The organizing documents, tax returns and tax related documents and all other vital documents shall be contained in a SAFE DEPOSIT BOX located at a financial institution within Pottsboro, TX.

ARTICLE III – MEMBERS

Class of Members

3.01 The Corporation shall have one voting class of membership herein after referred to as General Members.  Each qualified general member shall have one vote.  The Corporation may also have Associate Members and Business Members as directed by the Board of Directors.  All other types of membership shall have NO voting privileges.

Election of members

3.02 General Membership shall be for a term of one year starting on May 1^st  and ending on April 30^th.   To qualify for General Membership an individual must apply annually through methods provided by the Corporation AND be a parent and/or guardian of students currently enrolled in the band programs at Pottsboro High School or Pottsboro Middle School.  A person whose student no longer participates in the Pottsboro High School Band shall no longer qualify for General Membership but may participate as a volunteer or other membership type (if applicable), at the direction of the Board of Directors or officers.  A General Member shall have no authority to act for or bind the Corporation except as expressly provided in writing by the Board of Directors or officers.

Membership List

3.03 The Secretary of the Corporation shall maintain an annual membership list for the purposes of determining the persons entitled to vote annually for the election of Directors and other purposes.  The Board of Directors, for accuracy and completeness, may review the membership list periodically.

Voting Rights

3.04 Each General Member in good standing shall be entitled to vote on each matter submitted to a vote of the members.  Associate Members and Business Associate Members (if applicable) shall have no voting privileges on business matters before the Corporation, however they shall be afforded all other rights and privileges of membership in the Corporation.

Termination of Membership

3.05 Membership of the parent or guardian is automatically terminated upon the end of each term (May 1 – April 30) or withdrawal of their student from the band program.

Resignation

3.06 Any member may resign by filing a written resignation with the Secretary.

Reinstatement

3.07 Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.

Transfer of Membership

3.08 Membership in the Corporation is not transferable or assignable.

Dues

3.09 Annual Membership dues (if established) will be for May 1^st – April 30^th each year.  A member is considered to be in good standing upon payment of annual membership dues.  Annual membership dues for the Corporation are to be set by the Board of Directors and submitted for approval by the membership at the annual April meeting.  General Membership, Associate Membership and Business Membership fees shall all be determined at the April Annual meeting.

Elective Offices

3.10 Refer to Article IV, Section 4.02 & Article V

Election

3.11 The annual election of Directors will be conducted at the April general membership meeting in the spring semester. Approval of each Director will be by majority vote of the members present. The terms of the newly elected officers will begin after their installation on May 1^st each year.

Vacancy

3.12 A vacancy occurring in any elected office shall be filled for the unexpired term by a general member of the Cardinal Pride Band Boosters appointed by the President and receiving majority votes by the general membership approving the appointment.

General Membership Meetings

3.13 General membership meetings of the Cardinal Pride Band Boosters shall be held on a regular basis on a day and time determined by the Board of Directors.   The Board of Directors will give summary reports at each meeting as necessary.  The Band Director(s) and School Administrators will be invited to give summary reports as necessary.  The Board of Directors shall meet prior to each regular meeting of the general membership as needed. Meetings may be called by any Director.

ARTICLE IV – BOARD OF DIRECTORS

General Powers

4.01 The affairs of the Corporation shall be managed by its Board of Directors

Board Composition

 4.02 The Board of Directors shall consist of the six (6) elected officers: President, Vice-President, two (2) At Large Directors, Recording Secretary, Treasurer and Past-President (if available).  The Director of Bands may be requested by the Board to serve as advisory (non-voting) members to provide continuity, advice and counsel.  

Activities

 4.02 The Board of Directors shall transact necessary business between membership meetings. Directors shall have the right and power to vote on replacement of Directors, approval of fundraisers and project activities, and approval to replacement committee members as needed. The Board of Directors will designate one or more of its members to serve as liaison to Pottsboro ISD.

Board of Directors Meetings

 4.03The Board of Directors shall meet prior to each regular meeting of the general membership as needed. Meetings may be called by any Director.  The Board of Directors shall meet no less than 4 times between May 1^st and April 30^th.

Special Meetings

4.04 Special Meetings of the Board of Directors may be called by or at the request of the President or any two Directors.

Quorum

4.05 A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority, the Directors present may adjourn the meeting from time to time without further notice.

Manner of Acting

4.06 The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws.

Compensation

4.07 Directors as such shall not receive any stated compensation for their services.

4.08 Any action required by law to be taken at a meeting of Directors, or any action, which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all the Directors.

ARTICLE V – DUTIES OF THE OFFICERS

President

 5.01 The President, as chief executive officer of the organization, shall supervise the organization’s affairs and activities and shall make regular reports to the membership thereon. The President shall preside at all general meetings of the membership and of the Board of Directors and shall be an ex-officio member of designated committees.  The President shall have the power to appoint Directors to the Board and chairpersons for various projects and program activities with the approval of the Board of Directors. The President shall serve as the Chairman of the Board of Directors, liaison to the PISD and agrees to serve as Past President in advisory non-voting role.

Vice-President

 5.02 The Vice-President shall preside at all meetings in the absence of the President. The Vice-President shall be an ex-officio member of designated committees and serve as an aide to the President.  Vice-President shall perform such other duties from time to time as assigned by the President or Board of Directors.

At Large - Oversees/Acts As- Concessions Manager

 5.03 At Large- Concessions Manager shall be charged with the overall continued success of the

Concessions Program to ensure the continued relationship between Cardinal Pride Band Boosters and Pottsboro ISD. This Concessions Manger will maintain adequate purchasing/management of inventory, timely repair/replacement of necessary equipment, proper certification/licensing for volunteers as required by the Grayson County Health Department and work with the Volunteer Coordinator to ensure positions are filled for all events.

At Large - Oversees/Acts As Volunteer Coordinator

 5.04 At Large - Volunteer Coordinator will work closely with the Concessions Manager to help fill positions in the concession stand during football and baseball seasons and other activities as they arise.  They will also aide in membership drives at the beginning of the school year to help get more parents involved.

Recording Secretary

5.05 The Secretary shall be the custodian of all official records of the Cardinal Pride Band Boosters, including minutes of general meetings and of the Board of Directors. The Secretary shall present these minutes for approval at the next regular meeting of the membership or Board; have on hand the Bylaws; and keep a copy of an accurate membership list and lists of all committees. The Secretary shall prepare and transmit any notices, letters, or publications as may be required as well as keep attendance at meetings. The Secretary shall serve as a member of the Board of Directors.

Treasurer

 5.06 The Treasurer shall tend all monies/funds in accordance with UIL rules. The Treasurer shall keep the books, accurate records of deposits and requests for payments, and shall submit a report at the regularly scheduled general membership meetings. The Treasurer shall be custodian of all funds of the organization and is responsible for the disbursement of funds as authorized. The Treasurer will prepare a monthly financial statement for submission to the Board of Directors. 

The Treasurer, in conjunction with the Board of Directors, shall be responsible for submitting a proposed annual budget, which will include an amount set aside for use at the start of the following year. The set-aside amount will be based on historical data.

The Treasurer is responsible to ensure that all required tax filings, notices and reports are submitted in timely manner to all federal, state and local authorities requiring such.

The Treasury Books will be open to examination and may be relinquished at any time by request of a majority vote of the Board of Directors. A review of records will be performed prior to transfer of records to the new Treasurer. The Board will designate a committee from the general membership of Cardinal Pride Band Boosters to perform the review, excluding anyone who has authority to sign checks for the current fiscal year. The Board may opt to designate the review to an outside accounting authority.

ARTICLE VI – COMMITTEES

The Board of Directors by majority vote shall appoint all committees, coordinators, project activities, or fundraiser chairpersons. The chairperson of each committee or project shall provide a written proposal for the project to the Board of Directors prior to the initiation of the project and upon completion of the project. 

ARTICLE VII – PURPOSE AND GOALS

The purpose of the Cardinal Pride Band Boosters shall be to promote the Pottsboro ISD Bands and Band programs by means of financial, physical and moral support.

1. The Corporation is organized for non-profit purposes pursuant to the Section 5a3c and does not contemplate pecuniary gain or profit to the members thereof.
2. This Corporation shall support, encourage and advance the Band program and related activities of the Pottsboro Independent School District and thereby cultivate musicianship through school spirit, promote good sportsmanship, and develop high ideals of character.
3. The Cardinal Pride Band Boosters shall cooperate with other school-related organizations, which actively promote the Pottsboro Bands and Band programs.
4. This Corporation shall promote projects to improve facilities and equipment to support and enhance the Pottsboro ISD Band programs.
5. This Corporation shall provide publicity and recognition of individual and group achievement (within UIL guidelines).
6. This Corporation shall not seek to influence or direct technical activities or policies of the school administration or of the school officials charged with the responsibility of conducting the Band program of the Pottsboro ISD.
7. This Corporation shall not violate the rules of the University Interscholastic League or in any way jeopardize the membership of the Pottsboro ISD in said organization.
8. The Cardinal Pride Band Boosters shall not endorse any commercial or private enterprise or be connected with any commercial concern for any purposes other than those regularly accepted for accomplishment of Cardinal Pride Band Booster business.

ARTICLE VIII – BYLAWS AND AMENDMENTS

Bylaws

 8.01 The bylaws shall be made publicly available to the membership of the Cardinal Pride Band Boosters.  The also shall be made available for review at the annual meeting.

Amendments

 8.02 These bylaws may be amended by a two-thirds majority vote of the members present at any meeting of the general membership, provided notice of the proposed amendment(s) has been given at least four days prior to the scheduled meeting.

Revision and Adoption of Revised Bylaws 

 8.03 A committee may be appointed by a majority vote of the Board of Directors to submit a revised set of bylaws as an amendment of the existing Bylaws. The revised Bylaws may be adopted by a two-thirds majority vote of the members present at any meeting of the general membership, provided notice of the amended Bylaws have been given at least four days prior to the scheduled meeting for vote.

ARTICLE IX – EXPENDITURES

9.01 The Treasurer shall make expenditures for project activities. All checks over $250 shall be cosigned. Three or more members of the Cardinal Pride Band Boosters Board of Directors will have check signing authority.  

9.02 The primary financial goals of this organization shall be the expenditure of monies for, but not limited to, the following:

1. Funding of band clinics, competitions and unique projects, which promote the band program but are not budgeted by the school.
2. Subsidizing private lessons and band fees for qualified students with financial need. Selection will not be based on success in interscholastic competition.
3. Scholarships for graduating seniors. The award will be payable to the institution of higher learning they are enrolled in.

ARTICLE X – CONTRACTS, CHECKS, DEPOSITS AND FUNDS

10.01 The Board of Directors may authorize any officer or officers, agent or agents of the Corporation; in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.  Such authority may be general or confined to specific instances.  All contracts with any and all independent contractors need to be on file in the office of the Corporation.

Checks and Drafts

10.02 All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or these Bylaws.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or President.  All reimbursement checks written exceeding $250 require 2 signatures from the Treasurer and current sitting board member authorized to sign such.

Deposits

10.03 All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Gifts

10.04 The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest for the general purposes or for any special purpose of the Corporation.

Conflict of Interest

10.05 Whenever a director, officer or general member has a financial or personal interest in any matter coming before the Board of Directors, the Board shall ensure that:

1. The interest of such officer, director or member is fully disclosed to the Board of Directors and general membership.
2. No interested officer, director or member may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the Board of Directors at which such matter is voted upon.
3. Any transaction in which a director, officer or member has a financial or personal interest shall be duly approved by members of the Board of Directors so interested or connected as being in the best interests of the Corporation.
4. Payments to the interested officer, directors or member shall be reasonable and shall not exceed fair market value.
5. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ARTICLE XI – BOOKS AND RECORDS

11.01 The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors and a record giving the names and addresses of the members entitled to vote and provide same for inspection on five days written notice at the registered principal office/address.

ARTICLE XII – FISCAL YEAR

12.01 The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XIII – RELATIONSHIP WITH BAND DIRECTORS

The Director of Bands is invited to attend all Band Booster and Board of Directors meetings. In May of each year, the Director of Bands will present the Booster organization with budget requests for the following year.

ARTICLE XIV– LIMITATIONS ON DISTRIBUTIONS

No part of the net earnings of the Corporation shall inure to the benefit of any Director of the Corporation, officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes). No Director or Officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.

No substantial part of the activities of the Corporation shall promote propaganda, or otherwise attempt to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE XV – WAIVER OF NOTICE

15.01 Whenever any notice is required to be given under the provision of the Texas Non-Profit Corporation Act or under provisions of the Articles of Incorporation or the Bylaws of the Corporation, 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.

ARTICLE XVI – DISSOLUTION

In the event of the dissolution of the Corporation, the assets of the Corporation and rights thereto shall not be transferred to private ownership, but shall be distributed exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501 (c)(3), Section 170(c)(1) or Section 170(c)(2) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended (or as otherwise permitted by law subsequent to the filing of these Bylaws), which are exempt from federal income taxation under Section 501(a) of the code or corresponding provisions hereafter in effect, and which are engaged in activities substantially similar to those of the Corporation carried out in furtherance of the purposes specified in Article VI of the Articles of Incorporations, as the Directors of the Corporation shall determine. Any such assets not so distributed shall be distributed by a district court of the county in which the principal office of the Corporation is then located to another organization to be used in such manner as in the judgment of the court will best accomplish the general purpose for which the Corporation was organized.