Wolverine Club ByLaws
BYLAWS OF WOLVERINE CLUB (Wakeland High School Athletic Booster Club)
PURPOSE AND POWERS
1.1 Purpose. The Wolverine Club (WC) shall have the purpose of providing direct support to the Wakeland High School Athletics.
1.2 Powers. The WC shall have such powers as are now or may hereafter be granted by the Non-Profit Corporation Act of the State of Texas
BOARD OF DIRECTORS
2.1. General Powers. All of the business and affairs of the WC shall be managed and directed by the Board of Directors.
2.2. Number, Election, and Tenure. The number of the Directors shall be Seven (7). The Board of Directors shall consist of the officers of the WC. Directors shall be elected by and vacancies for unexpired terms shall be filled by a 2/3 majority vote at a regular or special meeting of the Board of Directors. The term of each Director shall be for two (2) years or until such time that the board takes action to remove that director (see bylaw 2.9). The Seven BoD Places, should initially be determined by majority vote, then terms followed according to these guidelines going forward. Upon completion of the term, the Director continues to serve until the Director’s successor is elected, designated, or appointed and qualified, or until there is a decrease in the number of Directors.
2.3. Active Participation and Eligibility. All Board of Directors shall attend no fewer than six board meetings in any fiscal year and participate in at least one major committee. All board members are expected to be willing and available to help with all major events and projects. Low participation or absence from three consecutive meetings without notification is grounds for removal from the board. All Board members must be current paid members of the WC, live in the Wakeland High School attendance zone or FISD employee, and have a student attending Wakeland High School. Additionally, all Board members must complete a successful FISD Background Check.
2.4. Regular Meeting. The Board of Directors will meet monthly on the first Monday of every month unless otherwise notified.
2.5. Special Meetings. Special meetings of the Board of Directors may be called by, or at the direction of the President or a majority of the voting Directors then in office, to be held at such time and place as shall be designated in the notice of the meeting.
Except in cases of emergency, at least three days notice shall be given.
2.6. Quorum. A majority of Directors; present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the Board.
2.7. Proxies. A Director may vote in person or by proxy executed in writing by the Director. No proxy shall be valid after one month from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.
2.8. Manner of Acting.
A. Formal Action by Directors. Except for the removal of a Director pursuant to Article 2.9 hereof, the act of a majority of Directors in person or by proxy present at a meeting at which a quorum is present shall be the act of the Board of Directors.
B. Informal Action by Directors. No action of the Board of Directors shall be valid unless taken at a meeting at which a quorum is present except that any action which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing (setting forth the action so taken) shall be signed by each Director entitled to vote.
2.9 Resignations and Removal. Any Director may resign from the Board at any time by giving written notice to the President or the Secretary of the WC and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A Director may be removed without cause by the vote of two-thirds (2/3) of the Directors then in office.
2.10. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reasons of an increase in the number of Directors shall be filled by election in accordance with the provisions of Article 2.2 of these Bylaws.
2.12. Compensation. Directors as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any Director
from serving the WC in any other capacity and receiving compensation therefore.
2.13. Procedure. The President shall preside at meetings of the Board of Directors. The Board of Directors may adopt its own rules of procedure which shall not be inconsistent with these Bylaws.
STANDING AND SPECIAL COMMITTEES
The Board of Directors may create such standing and special committees as they may deem necessary to promote the purposes and carry on the work of the WC. The term of each Committee Chairman shall be a minimum of one year or until the appointment and qualification of his or her successor. The Chairman of each committee shall present a plan of work to the Board of Directors for approval. No committee work shall be undertaken without the consent of the Board of Directors. The President shall be a member ex-officio of all committees except the nominating committee. The nominating committee shall consist of five members. Four of the members will be elected or appointed at the March regular meeting of the board and the current Wakeland High School Athletic Campus Coordinator will be the fifth member. The nominating committee shall nominate a candidate for each office and present those candidates at the regular April monthly meeting. Nominations from the floor may be made at this time.
OFFICERS AND APPOINTED OFFICIALS
4.1. Officers. The officers of the Wolverine Club shall be a President, two (2) Vice-Presidents, Secretary, two At-Large Directors, and a Treasurer, and such other officers as the Board may from time to time deem necessary and desirable.
4.2. Election and Term of Office. All officers shall be elected annually by the Board of Directors at the regular May monthly meeting and will begin their term of office beginning with the June monthly meeting. In the event, the President does not finish the term then one of the Vice Presidents shall fill the term and the other Vice-President shall fill the term of the first Vice President until the next annual election. No officer shall be eligible to serve for more than two consecutive terms in the same office. No member may hold more than one office at a time.
4.3. Removal and Resignations. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the WC would be served thereby. Any officer may resign at any time by giving written notice to the President or Secretary of the WC, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4.4. Vacancies. Vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
4.5. President. The President shall be elected from among the Directors of the WC. The President may sign, with the Secretary or any other proper officer of the WC authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which may have been authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the WC.
4.6. Vice-Presidents. Vice-Presidents may be elected from among the Directors and, in the absence of the President, one of the Vice Presidents shall perform the duties of the President. The choice of which Vice President will fill the President’s duties will be voted on by 2/3 majority of the Board. If that Vice President is unable to serve then the other Vice President may perform the duties of the President. The Board of Directors may choose to elect a new Vice President not currently or previously serving in that capacity to serve as the President.
4.7. Treasurer. The Treasurer shall be elected from among the Directors of the WC. The Treasurer shall, subject to the direction of the President, have charge and custody of and be responsible for all funds and securities of the WC; receive and give receipt for monies due and payable to the WC from any source whatsoever, deposit all such monies in the name of the WC in such banks, trust companies, or other depositories as shall be selected in accordance with these Bylaws and in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety as the Board of Directors shall determine.
4.8. Secretary. The Secretary shall be elected from among the Directors of the WC. The Secretary shall, subject to the direction of the President, keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; assure that minutes of all meetings of other committees are prepared and filed with records of the WC; assure that all notices are given in accordance with the provisions of these Bylaws or as required by law, be custodian of the Club records and of the seal of the WC; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Directors.
4.9. Compensation. The officers of the Wolverine Club shall serve without compensation.
4.10. Appointed Officials. The WC shall have such appointed officials as it may deem necessary and convenient from time to time. All appointments shall also be by the President with the advice and consent of the Board. The duties shall be specified by the Board of Directors at the time of appointment. If possible, appointees shall be from the members of the Board of Directors, other than the officers, but this shall not be necessary if practicality dictates to the contrary.
CONTRACTS, LOANS, CHECKS, DEPOSITS, AND GIFTS
5.1. Contracts. The Board of Directors may authorize any officer or agent of the WC, 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 WC, and such authority may be general or confined to specific instances. This action shall require a two-thirds vote of the Board of Directors.
5.2. Borrowing. No loan shall be contracted on behalf of the WC and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. This action shall require a two-thirds vote of the board.
5.3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the WC over the amount of $1000.00 shall be signed by any two officers of the
5.4. Deposits. All funds of the WC shall be deposited from time to time to the credit of the WC in such banks, trust companies, or other depositories as the Board of Directors may select.
5.5 Gifts. The Board of Directors may accept on behalf of the WC any contribution, gift, bequest, or devise for the general purposes or for any specific purpose of the WC.
6.1. Books and Records. The WC shall keep correct books and records of account and shall also keep records of the minutes of the proceedings of the Board of Directors. Copies of the minutes of the meetings of the Board of Directors shall be regularly distributed to each member of the Board of Directors. An annual reconciliation of accounts shall be made by the Treasurer for the WC and the Board of Directors may require an audit by an independent certified public accountant annually at the close of each fiscal year if deemed necessary.
6.2. Fiscal Year. The fiscal year of the WC shall begin on the first day of July and end on the last day of June in each year unless otherwise determined by resolution of the Board of Directors.
6.3. Seal. The WC shall have no official seal.
6.4. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under these Bylaws, a waiver thereof in writing signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
6.5. Loans to Officers and Directors Prohibited. No loans shall be made by the WC to its officers or Directors. The Directors of the WC who vote for or assent to the making of a loan to an officer or Director of the WC, and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the WC for the amount of such loan until the repayment thereof.
6.6. Rules and Regulations. The Board of Directors may adopt, amend, or repeal such rules and regulations (not inconsistent with these Bylaws) for the management of the internal affairs of the WC and the governance of its officers, agents, committees, and employees. In addition, the following rules and regulations shall apply:
A. The current edition of “Robert’s Rules of Order Newly Revised” shall be the parliamentary authority on all matters not covered by these Bylaws of the WC.
7.1. Except as prohibited under Chapter 42 of the Internal Revenue Code and the regulations there under, the WC shall indemnify every person who is or has been a Director or officer of the WC, and such persons’ heirs and legal representatives where such person is a party or is threatened with being made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, including all appeals, by reason of the fact that such person is or was a Director or officer of the WC, or is or was serving at the request of the WC in any capacity for any other business organization, against expenses (including attorney’s fees), judgment, decrees, fines, penalties, and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the WC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding shall not of itself create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in or not opposed to the best interests of the WC, or with respect to any criminal action, suit, or proceeding, that he had reasonable cause to believe that his conduct was unlawful. The foregoing right of indemnification shall be in addition to all rights to which any such Director or officer may be entitled as a matter of law.
7.2. Liability Insurance. The WC may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a Director or officer of the WC or is or was serving at the request of the WC in any capacity for any other business organization insuring the WC and such person against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the WC would ha ve the power to indemnify such person against such liability under the provisions of this Bylaw or applicable law.
AMENDMENTS TO BYLAWS
These Bylaws may be amended at any regular meeting of the Board of Directors by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting.