Tri-West Band Boosters Bylaws

ARTICLE I: Identification

Section I: Name

The name of the organization is Tri-West Band Boosters, hereafter referred to as TWBB.

Section II: Entity

TWBB is located in the State of Indiana, and is a voluntary, nonprofit organization operating under the auspices of the instrumental music faculty of Tri-West High School.

Section III: Purpose

The purpose of the TWBB is to foster and encourage the cultural, artistic and social efforts of the instrumental music staff and the students enrolled in the classes and activities of the Band Department. TWBB provides supplemental funds for special activities and other needs, and aids and supports the students and faculty as deemed appropriate. TWBB provides the mechanism for communicating the activities of the Band Department and enrolled students to the general membership of TWBB.

ARTICLE II: General Membership

General Membership of the TWBB includes any parent or guardian of students enrolled in the band program at Tri-West High School. Meetings of the General Membership will be held monthly at the band department facilities at Tri-West High School.

ARTICLE III: Executive Board

Section I: Executive Board

The Executive Board will consist of the Elected Officers of the TWBB. All will be voting members of the Executive Board, each individual having one vote. In the event of a tie vote, the Band Director will cast the deciding vote. The Executive Board will hold regular meetings during the school year and may hold special meetings as needed.

Section III: Elected Officers

Elected Officers will be the President, Vice President, Secretary and Co-Secretary, Fundraising Chair and Co-Fundraising Chair, Treasurer and Co-Treasurer.

Section IV: Appointments

Area and/or Event Coordinators will be appointed by the Elected Officers and/or Band Director as needed.

Section V: Elections

The TWBB president will appoint a nominating committee, whose function will be to submit a slate of nominees to the Executive Board and General Membership one month ahead of elections. The slate of nominated officers will be presented to the General Membership for election by majority vote of the General Membership at the April meeting. Newly elected Officers will take office immediately following the April election meeting for a term of one year.

Section VI: Vacancies

If a vacancy occurs in the office of the President, the Vice President shall assume the office of the President. A vacancy in any other office shall be filled for the unexpired term by a consenting member of the Executive Board or a member of the General Membership elected by a majority vote of the General Membership at a General membership meeting.

Section VII: Duties

The President presides at all meeting and special events, appoints Area/Event Coordinators and special committees, assists the Band Director in preparing an annual financial budget, appoints annually an audit committee to examine the treasurer’s books at the end of the fiscal year, and has the ability to co-sign checks for the TWBB along with the Treasurer.

The Vice President replaces the President for temporary absences and presides at those meetings, and carries out special assignments as requested by the President. The Vice President has the ability to co-sign checks for the TWBB along with the Treasurer.

The Secretary and/or Co-Secretary records and maintains all minutes of the Executive Board and General Membership meetings. They also prepares and sends out newsletters, announcements and other communications to the membership and friends of the organization. The secretary has the ability to co-sign checks for the TWBB along with the Treasurer.

The Fundraising Chair and/or Co-Fundraising Chair is responsible for coordinating fundraising planning and actions of the Tri-West Band boosters. These actions include but are not limited to private and corporate sponsorships, grant proposals, and any other fundraising actions and activities. The Fundraising Chair and/or Co-Chair will keep records of addresses and other contact information and will lead the efforts in communications with all our sponsorship companies and individuals.

The Treasurer and/or Co-Treasurer is responsible and accountable for the TWBB funds. The Treasurer and/or Co-Treasurer makes regular accounting reports to the TWBB, signs and issues the checks of the TWBB, monitors and reports on the annual budget for the Executive committee, and maintains the TWBB financial books for annual auditing.

Area/Event Coordinators are responsible for projects or areas of responsibility which require special attention throughout the year. These areas/events may include, but are not limited to: Uniforms, Fund Raisers, Transportation, Solo & Ensemble Contest hosting.

ARTICLE IV: Amendments

Any changes to the TWBB Bylaws may be made by first having a motion presented to an Executive Board Meeting, seconded and passed by a 2/3 majority. All five executive officers must be present to vote. In case of a tie, the Band Director will cast the deciding vote. If passed by the Executive Committee, the proposed amendment must then be submitted to the General Membership at the next General Membership meeting for approval and voting, with a 2/3 majority vote of those present at the meeting needed for passage.

ARTICLE V: Finances

The Executive Board must vote on any matters involving TWBB finances, with a simple majority of the Board members present at the meeting needed for passage. A minimum of three Executive Board members must be present to vote on expenditures over $2000. A motion may not be passed with a tie vote. In the event of a tie vote, the Band Director will cast the deciding vote.

The TWBB fiscal year will run from May 1 through April 30.

The TWBB books will be reviewed annually, at the end of the fiscal year. The reviewer may not be a member of the TWBB Executive Board.

Article VI: Conflict of Interest Clause

Purpose

The purpose of the Conflict of interest clause is to protect this Tax-Exempt organizations (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non profit and charitable organizations.

Interested Persons

  1. Interested person – Any director, principal officer, or member of a committee with governing board delegated powers, who has direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest – A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
    1. An ownership or investment interest in any entity with which the Organization has had a transaction or arrangement,
    2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
    3. A potential ownership or investment interest in, or arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A Financial interest is not necessarily a conflict of interest. Under procedures, determining whether a conflict of interest exists, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Procedures

  1. Duty to Disclose - In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
  2. Determining whether a conflict of Interest Exists – After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
  3. Procedures for address the Conflict of Interest –
    1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.
    2. The Chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
    3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
    4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
  4. Violations of Conflicts of Interest Policy -
    1. If the governing body board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
    2. After hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take the appropriate disciplinary action.

Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action to determine whether a conflict of interest was present, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Compensation

  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflict of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain the federal tax exemption it must engage primarily in activities which accomplish one or more tax-exempt purposes.

Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic review shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Use of Outside Experts

When conducting periodic reviews as provided for in the Periodic Review policy, the Organization may, but not need to, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE VII: Racially Non-Discriminatory policy

The Tri-West Band Booster Organization admits to its membership students and parents of any race, color, national and ethnic origin to ensure full access to the rights, privileges, programs, and activities generally accorded or made available to the Tri-West band department, program, and band booster activities. The Tri-West band boosters do not discriminate on the basis of race, color, national or ethnic origin in the administration and execution of the support provided to the Tri-West band and Color Guard.

This policy shall be posted on the Tri-West band booster website.

ARTICLE VII: Dissolution

Dissolution of the TWBB shall require a motion by the Tri-West Band Director, a second by a current President or Vice President, and a 2/3 majority vote of the Executive Board.

In the event the TWBB should dissolve, any remaining funds will be deposited in the Tri-West Band Extra-Curricular Fund. These funds are to be used for whatever purpose the Band Director deems appropriate for the benefit of the Tri-West Band Program.