BYLAWS OF
FULSHEAR HIGH SCHOOL ATHLETIC BOOSTER CLUB, INC.
A NONPROFIT CORPORATION
These Bylaws (referred to as the “Bylaws”) govern the affairs of FULSHEAR HIGH SCHOOL ATHLETIC BOOSTER CLUB, INC, a nonprofit corporation (referred to as the “Corporation”) organized under the Business Organizations Code (referred to as the “BOC”).
ARTICLE 1
GOVERNANCE
All activities of the Corporation shall be conducted in compliance with the UIL Booster Club guidelines and those set forth for booster clubs, if any, by the Lamar Consolidated ISD.
ARTICLE 2
OFFICES
Principal Office
2.01The principal office of the Corporation in the State of Texas shall be located at 9302 BOIS D’ARC LN, FULSHEAR, TX 77441. The Corporation may have such other offices as the Board of Directors may determine. The Board of Directors may change the location of any office of the Corporation.
Registered Office and Registered Agent
2.02The Corporation shall comply with the requirements of the BOC and maintain a registered office and registered agent in Texas. The registered office may, but need not be, identical with the Corporation’s principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the BOC.
ARTICLE 3
MEMBERS
Class of Members
3.01The corporation shall have one class of members; such members shall be collectively referred to as the “General Membership.”
Admission of Members and Renewal of Membership
3.02The following persons shall automatically become members of the Corporation:
(a) Persons interested in the support and furtherance of the extra-curricular activities and educational goals for the Athletic Department at FULSHEAR High School of Denton, Texas, who shall be solicited on a voluntary, non-compulsory basis, shall become members of the Corporation upon payment of the membership fee.
(b) Parents and friends of FULSHEAR High School students shall become a member of the Corporation upon payment of the membership fee.
(c) The Campus Athletic Director and Head Coach of each sport that is part of the FULSHEAR High School athletic program (“Sponsored Sport”) shall be members.
In addition, persons may be admitted to membership in the Corporation by the Board of Directors pursuant to an affirmative vote of the majority of the directors present and voting at a regularly scheduled Board of Directors meeting. The Board of Directors (or a Board-designated committee) may from time to time adopt and amend application procedures and qualifications for membership in the Corporation.
Membership Fees and Dues
3.03Membership dues shall be no less than $10 per individual membership and shall be paid annually and assessed for one fiscal year from July 1 to June 30. The Board of Directors may change the amount of the annual dues payable to the Corporation by members with approval of the general membership by a majority vote of members present at a general meeting.
Membership Term
3.04The term of each membership in the Corporation shall be from the date of payment of membership dues until the end of that fiscal year, June 30. The Board of Directors may from time to time vary the membership term for the General Membership or for individual members.
Voting Rights
3.05Each member shall be entitled to one vote on each matter submitted to a vote of the members, provided that only those members of record thirty (30) days prior to the date of a meeting of the general membership may vote on matters submitted to a vote at such meeting. No individual, whether a natural person or otherwise, is entitled to more than one membership vote for any matter submitted to a vote of the members.
Resolution of Disputes
3.06In any dispute between members relating to the activities of the Corporation, all parties involved shall cooperate in good faith to resolve the dispute. If the parties cannot resolve the dispute between themselves, they shall cooperate in good faith with the Campus Athletic Director and Principal of FULSHEAR High School. If unable to resolve the dispute, the disputing members, Campus Athletic director and Principal will cooperate to select one or more mediators to help resolve the dispute. If no timely resolution of the dispute occurs through mediation, any party may demand binding arbitration as described in the Texas Arbitration Act, only if the parties have previously met together with a mediator. This paragraph shall apply to a dispute involving the Corporation as a party relating to the sanctioning, suspension, or expulsion of a member from the Corporation. The Board of Directors shall have the discretion to authorize the use of the Corporation’s funds for mediation or arbitration of a dispute described in this paragraph.
Sanction, Suspension, or Termination of Members
3.07The Board of Directors may impose reasonable sanctions on a member, or suspend or expel a member from the Corporation, for good cause after a hearing. Good cause includes the default of an obligation to the Corporation to pay fees, dues or other sums owed to the Corporation for a period of thirty (30) days following delivery of notice of default, or a material and serious violation of the Corporation’s certificate of formation, bylaws, rules, policies and procedures, or any provision of applicable law. The Board of Directors may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice shall be in writing and delivered at least fourteen (14) days prior to the hearing. However, shorter notice may be deemed adequate if the Board of Directors determines that the need for a timely hearing outweighs any prejudice caused by such notice. If mailed, the notice to the member against whom action is sought shall be sent by registered or certified mail, return receipt requested. The Board of Directors may impose sanctions, suspend a member, or expel a member by vote of a majority of directors who are present and voting.
Resignation
3.08Any member may resign from the Corporation by submitting a written resignation to the secretary. There shall be no refund or partial refund of dues.
Reinstatement
3.09A former member may submit a written request for reinstatement of membership. The Board of Directors may reinstate membership on any reasonable terms that the Board of Directors deems reasonable and appropriate.
Transfer of Membership
3.10Membership in the Corporation is not transferable or assignable. Membership terminates at the end of the fiscal year from the date the membership originated, on the dissolution of the Corporation, or the death of a member. Membership in the Corporation is not a property right that may be transferred after a member’s death.
Waiver of Interest in Corporation Property
3.11All real and personal property, including all improvements located on any property, acquired by the Corporation shall be owned by the Corporation. A member shall have no interest in specific property of the Corporation. Each member hereby expressly waives the right to seek or require partition of all or part of the Corporation’s property.
ARTICLE 4
MEETINGS OF MEMBERS
General Membership Meetings
4.01The General Membership shall meet in early fall, February, and May of each year, at such time and place as the Board of Directors designate. At the May meeting, the members shall elect the directors of the Corporation and transact any other business that may come before the meeting.
Special Meeting
4.02Special meetings of the members may be called by the president, the Board of Directors, or not less than ten percent (10%) of the votes entitled to be cast at the meeting.
Place of Meeting
4.03The Board of Directors may designate any place, within Fort Bend County in the State of Texas, as the place of meeting for any general meeting or for any special meeting called by the Board of Directors. If the Board of Directors does not designate the place of meeting, the meeting shall be held at the principal office of the Corporation in Texas.
Notice of Meetings
4.04The Corporation shall provide written notice of the place, date, and time of a meeting of the members of the Corporation, and if the meeting is a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered to each member entitled to vote at the meeting not later than the tenth (10th) day and not earlier than the sixtieth (60th) day before the date of the meeting. Notice may be delivered personally, or by mail, or by facsimile, or electronic message. Notice my mail is considered to be delivered on the date notice is deposited in the United States mail with postage paid in an envelope addressed to the person at the person’s address as it appears on the ownership or membership records of the Corporation. Notice by facsimile or electronic message is considered to be delivered when the message is successfully transmitted.
Should the Corporation have more than 1,000 members at the time a meeting is scheduled or called, notice of such meeting may be provided by publication in a newspaper of general circulation in Fulshear, Texas.
Record Date
4.05Unless otherwise set by the Board of Directors, the record date for determining the members entitled to vote at a meeting shall be established thirty (30) days immediately prior to such meeting. After a record date is fixed for the notice of a meeting, an alphabetical list of all its voting members shall be prepared. The list shall identify: (a) the members who are entitled to notice and any members who are not entitled to notice of the meeting; (b) the address of each voting member; and (c) the number of votes each voting member is entitled to cast at the meeting.
The list must be available for inspection at the principal office or other reasonable place in the city in which the meeting will be held, as specified in the meeting notice, during the period from two business days after notice is given until the meeting is held. Any member entitled to vote at the meeting is entitled to access to the list for the purpose of communicating with other members. The member or the member’s agent or attorney is entitled to make the inspection on written demand, and to copy the list at a reasonable time and at the member’s expense.
Quorum
4.06The members holding ten percent (10%) of the votes that may be cast at a meeting who attend the meeting in person shall constitute a quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required to constitute a quorum. If a quorum is not present at any time during a meeting, a majority of the members present may adjourn and reconvene the meeting one time without further notice.
Actions of Membership
4.07The membership shall try to act by consensus. However, the vote of a majority of voting members in good standing, present and entitled to vote at a meeting at which a quorum is present, shall be sufficient to constitute the act of the membership unless the vote of a greater number is required by law or the bylaws. A member in good standing is one who has paid any required fees and dues and is not suspended as of the record date for the meeting.
Voting shall be by ballot or voice, provided however that any election of directors shall be by secret ballot. Votes for the election of directors shall be tallied in the presence of the General Membership by a person designed by the president of the Corporation. In the event that two or more candidates receive an equal number of votes for any director’s position, a run-off vote of the General Membership present at the meeting shall be conducted.
Proxies
4.08A member entitled to vote may not vote by proxy.
Voting by Mail
4.09A member entitled to vote may not vote by mail.
ARTICLE 5
BOARD OF DIRECTORS
Management of the Corporation
5.01 The affairs of the Corporation shall be managed by the Board of Directors.
Number, Qualifications, and Tenure of Directors
5.02The number of members of the Board of Directors (the “Directors”) shall be determined from time to time by the Board of Directors, provided, however, that there shall be a minimum of three directors. Unless otherwise noted, all references herein to the “Board of Directors,” “Directors,” or the “Executive Board” shall mean the voting members of the Board of Directors described in this Section 5.02. The number and any designation of directors shall be determined from time to time by the Board of Directors, and may include the following:
- President
- Vice President of Fall SportsNEW
- Vice President of Dual Semester SportsNEW
- Vice President of Spring SportsNEW
- Secretary
- Treasurer
- Membership Chair
- Fundraising Chair
- Communications ChairNEW
- Campus Athletic Director
- Principal of FULSHEAR High School
Qualifications and Tenure
5.03All Directors shall be residents of Texas and live within the boundaries of the Lamar Consolidated Independent School District. All Directors shall be members of the Corporation. Each member of the Board of Directors shall serve for a term of one year or until a successor is elected and qualified. A Director may be elected to succeed himself or herself as a Director.
Nomination of Directors
5.04A nominating committee, which shall consist of at least three members, is to be appointed by the Board of Directors sixty (60) days prior to the May meeting, to consider possible nominees for all Board of Director positions and make nominations for each for the following year. The nominee for president may be a member who has previously served as a Director, a sport president or sport treasurer. Qualifications of other potential directors are to be determined by the Board and listed in the policies and procedures for such committee.
Election of Directors
5.05A person who meets any qualification requirements to be a member of the Board of Directors and who has been duly nominated by the nominating committee may be elected as a Director. The Directors shall be elected pursuant to a vote of the General Membership at the May meeting of the General Membership.
Vacancies
5.06Any vacancy occurring in the Board of Directors and any Director position to be filled, shall be filled by nomination of the president of the Corporation with approval by the Board of Directors. A Director selected to fill a vacancy shall serve for the unexpired term of the predecessor in office.
A vacancy in the Board of Directors occurring because of an increase in the number of directors shall be filled at a meeting of the general membership or at a special meeting of members called for that purpose.
Regular Meetings
5.07The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. The meetings shall be held within Fort Bend County, Texas, and shall be held at the Corporation’s principal office in Texas if the resolution does not specify the location of the meetings. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating the time and place of the meetings. Regular Board of Directors meetings are open to include the Sport Parent Representatives or officers and Head Coaches.
Special Meetings
5.08Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. A person or persons authorized to call special meetings of the Board of Directors may fix any place within Fort Bend County, Texas as the place for holding a special meeting. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the Directors as required in the Bylaws. Special meetings may not be open to the membership or others except by invitation by the Board of Directors.
Notice
5.09Written or printed notice of any special meeting of the Board of Directors shall be delivered to each Director not less than seven (7) nor more than thirty (30) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called. The notice may be delivered personally, by mail, or by facsimile or electronic message.
Quorum
5.10A majority of the number of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required to constitute a quorum. If a quorum is not present at any time during a meeting, a majority of the directors present may adjourn and reconvene the meeting one time without further notice. In the event of a deadlocked vote by the directors, the vote of the Campus Athletic Director or principal shall control.
Duties of Directors
5.11Directors shall discharge their duties, including any duties as committee members in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Corporation. Ordinary care is care that ordinarily prudent person in similar positions would exercise under similar circumstances. In the discharge of any duty imposed or power conferred on directors, they may in good faith relay on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that were prepared or presented by a variety of persons, including officers and employees of the Corporation, professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted.
Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Duty to Avoid Improper Distributions
5.12Directors who vote for or assent to improper distributions are jointly and severally liable to the Corporation for the value of improperly distributed assets, to the extent that debts, obligations, and liabilities of the Corporation are not thereafter paid and discharged. Any distribution made when the Corporation is insolvent, other than in payment of corporate debts, or any distributions that would render the Corporation insolvent is an improper distribution. A distribution made during liquidation without payment and discharge of, or provision for all known debts, obligations, and liabilities is also improper. Directors present at a board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary before adjournment or mailed to the secretary by registered mail immediately after adjournment.