BY-LAWS
OF
MANKATO EAST HIGH SCHOOL BOOSTERS CLUB, INC.
ARTICLE I
OBJECTIVES
Section One. Purposes and Plan. The general purpose of this corporation is to provide support for and encouragement to co-curricular programs at Mankato East High School. It shall promote a forum whereby those interested may discuss issues and promote events which relate to co-curricular programs fielded by Mankato East High School. It shall assist School District No. 77 and, in particular, individual co-curricular activities of Mankato East High School in raising funds designated to generate financial support for the general program needs and such related purposes as may be deemed by the Board of Directors of this corporation to be supportive of the general purpose and plan of this corporation as stated.
Section Two. Designated Contributions. Contributions which are donated to the club and are designated for a specific activity or purpose shall be held in a separate account, and utilized only for the purpose(s) for which they were designated by the donor(s).
ARTICLE II
OFFICES
Section One. Place. The domiciliary and registered office of the corporation shall be maintained at 2600 Hoffman Road, Mankato, County of Blue Earth, State of Minnesota. Other offices may be maintained by the corporation at any other place which the working directors may designate.
Section Two. Maintenance of Records. The original books and records of this corporation shall be maintained at the domiciliary office of the corporation or in the possession of the Secretary. Said books and records shall be available for examination on such reasonable terms and conditions as the working directors may from time to time impose.
ARTICLE III
MEMBERSHIP
Section One. Eligibility. Any natural person maintaining a residence or place of employment in the City of Mankato or North Mankato, Minnesota, or in the surrounding area, who has an interest in the purposes for which this organization is established, is eligible to be a member of the corporation. Additionally, any agency or organization under Section 501 of the Internal Revenue Code of 1954 that maintains an office or place of business within Blue Earth County, Minnesota, or the city limits of North Mankato, is eligible for membership.
Membership shall be available on a voluntary basis without any social, political, racial or religious discrimination and without any discrimination on the basis of age, sex or marital status.
Section Two. Termination. The Board of Directors of this corporation, by majority vote of its total membership, may suspend or expel a member.
Section Three. Open Meetings. All meetings of the Board of Directors and any Committees of the Board shall be open to any member.
- Annual Meetings. There shall be held at least one annual meeting of the full membership during each calendar year at a time and place set by the Board of Directors. At such time, reports of the corporation shall be presented by the officers to the members, directors elected and other membership business transacted.
- Special Meetings. Special meetings of the members may be called at any time by the Board of Directors or upon the request, in writing, by at least fifty (50) members or ten percent (10%) of the members with voting rights, whichever is less, to the President or Vice President. Such call shall state the purpose of the meeting.
- Quorum, Voting. Passage of a motion or resolution shall require the vote of a majority of the members present for the meeting unless otherwise required by law. A quorum for the transaction of business shall consist of fifty percent (50%) of the membership present in person or by proxy. In the event of a tie vote the Presidents vote shall be the deciding vote.
ARTICLE IV
BOARD OF DIRECTORS
Section One. General Powers. The affairs of this corporation shall be managed by its working Board of Directors. An honorary Board of Directors may be established by vote of the working Board of Directors to consist of individuals eminent for work relating to the purposes of this corporation. The honorary Board of Directors will not take part in the management of the affairs of this corporation.
Section Two. Number, Election and Term. The working Board of Directors shall number not less than five (5) and not more than twenty (20)). The number of working directors shall be determined from time to time by majority vote of the entire working Board of Directors and, if the working directors shall be the same as the number of directors who are willing to serve as working directors. Working directors shall be elected at the annual meeting or at any regular and duly constituted special meeting by vote of the majority of the directors present and each working director shall serve until the next annual meeting. There may be any number of the honorary directors who shall continue to be considered honorary directors so long as they are willing and as the working Board of Directors confirms their participation for another year at their annual meeting.
Section Three. Annual Meeting. The annual meeting of the working directors shall be held in May of each year commencing with 1992. At such meeting, the working directors shall also elect officers for the ensuing year and transact such other business as may properly come before them.
Section Four. Regular Meetings. Regular meetings of the working Board of Directors shall be held as required.
Section Five. Special Meetings. Special meetings of the working directors may be called by the President or Vice President at any time and shall be also required to be called by the President or Vice President whenever requested to do so in writing by any three or more working directors.
Section Six. Notice. Notice of the time, place and agenda of working directors meeting shall be given to each working director personally or by mail or email sent to each working director at his or her address shown on the records of the corporation at least two weeks prior to the meeting date for the ordinary, non-emergency meetings. Any working director may, before or after a meeting, waive notice thereof. Any working director who attends a meeting and participates in the action taken at the same shall be deemed to have waived notice of the meeting.
Section Seven. Consent Meetings. Any action which might be taken at a meeting of the working directors or the Executive Committee may be taken without a meeting if done in writing or by email and recorded via a reply all response and signed by all working directors.
Section Eight. Quorum. At all meetings of the working directors, a simple majority of the working directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the working directors present at any meeting at which there is a quorum shall be the act of the working Board. In the absence of a quorum, those present may adjourn the meeting from day to day or from time to time without notice other than announcement made at the meeting.
Section Nine. Vacancy. A vacancy in the working Board of Directors may be ratified by the remaining members of said Board, and any working director so elected shall serve until his or her successor is elected at the annual meeting or at a special meeting duly called for such purpose.
Section Ten. Other Powers. The working directors shall determine the order of the business at their meetings and, in addition to the powers and authorities conferred upon them by these By-Laws, shall have the power to do all acts necessary and expedient to the conduct of the business of the corporation. Working directors shall not receive any stated compensation for their services, but by resolution made at a duly called and constituted meeting, a fixed sum and expenses of attendance can be allowed for such regular or special meetings of the working Board; provided, however, that nothing contained herein shall be construed to prevent any working director from serving the corporation in some other capacity and receiving compensation therefore.
ARTICLE V
OFFICERS
Section One. Election of Officers. The working directors, from among their own number and at their annual meeting, shall choose a President, a Vice President, a Secretary and a Treasurer. Any two officers, except those of President and Vice President, may be held by the same person.
Section Two. Other Officers. The working directors may also appoint such other officers and agents as they shall deem necessary from time to time, who shall exercise such powers and perform such duties as shall be determined from time to time by the working directors.
Section Three. Terms of Office. The officers of the corporation shall hold office for one year or until their successors are chosen and qualify in their stead, notwithstanding an earlier termination of their office as working directors. Any officer elected or appointed by the working directors may be removed by the affirmative vote of a majority of the working directors present at a duly called and constituted meeting of the working Board of Directors, with or without cause.
Section Four. Salaries. The working Board of Directors has the full and exclusive authority to determine the salaries of all officers of the corporation, if any salaries are to be paid.
Section Five. President, Vice President. The President and Vice President shall be the chief executive officers of the corporation and subject to the advice and consent of the working Board of Directors, shall supervise and control all the business and affairs of the corporation. The President or Vice President shall preside at all meetings of the working directors, and shall see that all orders and resolutions of the working directors are carried into effect.
The President or Vice President shall execute all deeds, bonds, mortgages, contracts and other instruments which the working Board of Directors has authorized to be executed except where such functions have been expressly delegated by the working Board of Directors or, by law, to some other officer or agent of the corporation. The President or Vice President shall appoint and shall be ex-officio members of all standing committees and shall have the general powers and duties of the supervision and management usually vested in the office of president of a corporation.
Section Six. Secretary. The Secretary shall be responsible for the minutes of the meetings of the working directors and shall retain them in one or more books provided for that purpose and shall see that all notices are given in accordance with the provisions of these By-Laws or as otherwise required by law. The Secretary shall be the custodian of the corporate records and other documents of the corporation, shall keep a register of contact information of each working director which shall be furnished to the Secretary by the individual working directors and, in general, the Secretary shall perform all of the duties as may from time to time be assigned to said person by the working Board of Directors.
Section Seven. Treasurer. The Treasurer shall have the custody of the corporation funds and securities, shall keep full and accurate accounts, receipts and disbursements, shall deposit funds of the corporation in such depositories as may be designated by the working directors, shall disburse the funds of the corporation in such name or names as may be designated by the working directors and shall render to the President, Vice President and working directors, either at meetings of the working directors or whenever the working directors may reasonably require, an account of all the transactions of the Treasurer and of the financial condition of the corporation. All deposits to be made by the Treasurer in the name of this corporation shall be in such bank or trust company as shall be selected by the working Board of Directors according to resolution passed by them at a duly called and constituted meeting of said Board.
The Treasurer shall be responsible for all tax filling and tax exempt reporting.
Section Eight. Vacancy of Office. If the office of any officer becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the working directors then in office may, at any duly called and constituted meeting of the working Board of Directors, with not less than one-third (1/3) present, by majority vote, choose a successor or successors who shall hold office for the unexpired term in respect of which any such vacancy occurred.
ARTICLE VI
EXECUTIVE COMMITTEE
Section One. Executive Committee. The Executive Committee shall consist of the elected officers of the corporation and shall to the extent determined by unanimous affirmation action of the entire working Board of Directors, have and exercise the authority of the working Board of Directors and the management of the business of this corporation, with the exception of the power to elect officers. Any such Executive Committee shall act only in the interval between meetings of the working directors and shall at all times by subject to the control and direction of the entire working Board of Directors.
Section Two. Quorum. Any three members of the Executive Committee, provided that at least one is a President or Vice President, shall constitute a quorum for the purposes of conducting the business of said Executive Committee. The act of a majority of the officers present at any meeting of the Executive Committee at which there is a quorum shall be the act of the Executive Committee.
ARTICLE VII
MISCELLANEOUS
Section One. Checks. All checks of the corporation shall be signed by any of the following:
President
Vice President
Treasurer
or by such other officer or agent as may from time to time be designated by resolution of the working directors. All promissory notes or other instruments of liability of the corporation shall be signed by the President or Vice President and the Secretary.
Section Two. Credit Cards. All credit cards will be authorized for use by any of the following:
President
Vice President
Concession coordinator
Clothing coordinator
Treasure
or by such other officer or agent as may from time to time be designated by resolution of the working directors.
Section Three. Amendments to By-Laws. These By-Laws may be amended or altered from time to time by a two-thirds majority vote of the working directors present at any duly called and constituted meeting of the working Board of Directors, provided that notice of the proposed amendment or amendments shall have been given to the working directors of such a meeting where the amendments are to be considered at least seven (7) days in advance of such meeting.
Section Four. Rules of Order. All meetings shall be conducted pursuant to Robert’s Rules of Order.
The foregoing By-Laws of Mankato East High School Boosters Club, Inc. were adopted at a meeting of the working Board of Directors of said corporation held on the 28th day of October, 1992.
Modified (date of board vote)
_______June 4, 2018_______________ _______________________________
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