St. Louis Park High School Girls Lacrosse Booster Club
Purpose: The Booster Club has been formed to support the success of the Girls Lacrosse program of St. Louis Park High School and assist the Team build relationships throughout the community and evolve the Team's culture.
ST LOUIS PARK HIGH SCHOOL GIRLS LACROSSE BOOSTER CLUB
NAME AND PURPOSE
Section 1.1. Name. The name of this corporation is St Louis Park High School Girls Lacrosse Booster Club (the “Club”).
Section 1.2. Organization. The Club is organized as a nonprofit organization under the laws of the State of Minnesota and shall be operated exclusively for charitable, religious, educational, and scientific purposes, as contemplated and permitted by Section 50l(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and all provisions of these bylaws shall be interpreted so as to comply with such provisions of the Code and the regulations promulgated thereunder.
Section 1.3. Purpose. The purpose for which the Club is formed is to support the Girls Lacrosse program of St Louis Park High School.
The principal office of the Club, at which the general business of the organization will be transacted and where the records of the organization will be kept, shall be at 2225 Pennsylvania Ave South, St Louis Park, MN 55426, or at such other place as the Board of Directors of the Club (the "Board") shall determine from time to time.
Section 3.1. Voting Members. The sole voting members of the Club shall be the members of the Board who are elected as Officers of the Club. Each voting member shall have the right to one vote on each matter upon which the voting members must vote.
Section 3.2. General Members. Membership in the Club shall be open to any parent or guardian of an eligible player of the St Louis Park High School Girls Lacrosse program and any employee of St Louis Park High School that supports the purpose set forth in Section 1.3 above. With the exception of voting on the election of Directors and Officers as provided in Section 4.2, general members of the Club shall have no right to vote at any meetings of the Club or on any matters coming before the Club.
MEETING OF MEMBERS
Section 4.1. Place of Meetings. Meetings of the members shall be held at the principal office of the Club or at such other suitable places as may be designated by the Board from time to time.
Section 4.2. Annual Meetings. One annual meeting of the members shall take place in the month of October; the specific date, time and location of which will be designated by the President. At the annual meeting, the members shall elect the Directors and Officers of the Club (each as defined below). Upon notice to the members, the Board may change the date of the annual meeting or determine that a meeting of the members may be held solely by means of remote or electronic communication.
Section 4.3. Quorum. The voting members present at any properly noticed meeting shall constitute a quorum.
Section 4.4. Voting. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
Section 4.5. Presiding Officer. The President shall be the presiding officer of all meetings of the members. In the absence of the President, the Vice President shall preside. In the absence of both persons, the President may appoint the Secretary or Treasurer as the presiding officer for that one meeting.
Section 4.6. Notice of Meetings. It shall be the duty of either the Secretary or the President to mail, email or personally give a notice of each regular meeting. The notice if mailed or emailed shall be sent to each member at the latest address provided by the member to the Club. The notices of regular meetings shall be sent so as to be received at least seven 7 calendar days prior to such meeting.
Section 4.7. Action without a Meeting. An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that action. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those members, unless a different effective time is provided in the written action.
BOARD OF DIRECTORS
Section 5.1. Board Role, Size, and Compensation. The Board is responsible for the overall policy and direction of the Club and may delegate responsibility of various operations to committees. The Board shall be composed of not more than 5 voting members (consisting of those Board members elected as Officers pursuant to Section 5.6) and such additional non-voting members as the Board may determine, in its sole and absolute discretion, from time to time. The voting members of the Board and the non-voting members of the Board are collectively described as the "Directors." The Board receives no compensation other than reimbursement for reasonable and documented expenses.
Section 5.2. Terms. Each Board member shall serve a term of 1 year or until such Board member's successor is duly elected and qualified (whichever is longer). Each Board member is eligible for re-election.
Section 5.3. Eligibility. To be eligible to serve as a member of the Board, an individual must either (a) occupy the position of Head Coach of the St Louis Park High School Girls Lacrosse program or (b) be the parent or guardian of an eligible player of the St Louis Park High School Girls Lacrosse program or (c) be a member of the St Louis Park Community with interest in promoting high school girls lacrosse in St Louis Park.
Section 5.4. Board Elections. New Directors and current Directors shall be elected or re-elected by the voting members at the annual meeting. Directors will be elected by a simple majority of the members present at the annual meeting.
Section 5.5. Quorum. A quorum must be attended by at least 51 % of the members of the Board for business transactions to take place and motions to pass.
Section 5.6. Officers. The officers of the Club shall include the (1) President, (2) Vice President, (3) Secretary, (4) Treasurer, and (5) Fundraising Coordinator (each an "Officer"). All Officers shall be elected annually by a majority vote of the Board immediately following its election by the voting members at the annual meeting. Only Directors shall be eligible to serve as Officers. Their duties are as follows:
(a) President. The President shall convene regularly scheduled meetings of the Board and shall preside or arrange for other Officers to preside at each meeting.
(b) Vice President. The Vice President shall be responsible for communicating St Louis Park High School Girls Lacrosse related information to the players and their parents or guardians, exercise the powers and perform the duties of the President in his or her absence or inability to act, and he or she shall perform such other duties as shall be prescribed by the Board.
(c) Secretary. The Secretary shall be responsible for keeping records of actions of the Board, including overseeing the taking of minutes at all meetings of the Board, sending out meeting announcements, distributing copies of minutes and the agenda to each member of the Board, and assuring that corporate records are maintained.
(d) Treasurer. The Treasurer shall make a report at each meeting of the Board regarding the finances of the organization, assist in the preparation of the annual budget, help develop fundraising plans, make financial information available to the Board and the public, and ensure that appropriate financial records are maintained.
(e) Fundraising Coordinator. The Fundraising Coordinator shall be responsible for leading the development of the annual fundraising plans, overseeing and tracking the various efforts and working in conjunction with the Booster Club and Team on executing the set forth plan.
Section 5.7. Vacancies. Vacancies in the Board caused by any reason other than the removal of a Director under Section 5.8 below shall be filled by a vote of the majority of the remaining Directors.
Section 5.8. Removal of Board Members. At any regular or duly called special meeting of the members, any one or more of the members of the Board may be removed by a vote of two-thirds of the members or by a majority vote of the Directors. A successive Board member may then be elected by a majority of the Directors to fill the vacancy. Any member of the Board whose removal has been proposed shall be given at least 30 days' notice of the intent to take such action and an opportunity to be heard at this meeting.
Section 5.9. Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by the President. The Board shall meet at least 4 times each year, approximately quarterly. An official board meeting requires that each Director receive written notice at least 7 calendar days in advance.
Section 5.10. Special Meetings. Special meetings of the Board may be called by the President upon at least 2 working days' notice to each Director. This notice shall be given personally or by mail, e-mail, or telephone. The notice shall state the place, time, and purpose of the meeting.
Section 5.11. Remote Communication for Meetings. Any meeting of the Directors may be conducted solely by one or more means of electronic communication through which all Directors may participate in the meeting, if the notice of the meeting is given as described in Section 5.9 and if the number participating is sufficient to constitute a quorum as described in Section 5.5. Remote communication includes, but is not limited to, telephone, video, the Internet, or such other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by any of the aforementioned means constitutes attendance at a meeting.
Section 5.12. Action without a Meeting. Upon initiative of the President, an action that may be taken at a regular meeting may be taken without a meeting if the Secretary mails or electronically delivers a ballot to every Director. The ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by ballot is valid only if the number of votes cast by ballot equals or exceeds the number of votes that would be required to approve the action at a meeting where all Directors are present.
The Board may establish ad hoc committees as needed. Committees may consist of persons who are not Directors; provided, however, that at least the chair of each committee shall be a Director. The duties and powers of the committee shall be advisory to the Board and not administrative unless specifically delegated by resolution of the Board. A quorum for any committee meeting shall be a majority of the committee's membership. A committee shall confine its activities to the purpose given to it by the chair and its power to act within the limits given at its origin.
Section 7.1. Execution of Documents. The Board may authorize any Officer or Officer's agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Club. Such authority may be general or confined to specific instances. These authorizations are in addition to those authorized by these bylaws.
Section 7.2. Fiscal Year. The fiscal year of the Club shall end on December 31 of each year
Section 7.3. Loans. No loans shall be contracted on behalf of the Club nor evidence of indebtedness issued in its name unless authorized by resolution of the Board. Such authority shall be confined to specified instances.
Section 7.4. Deposits. All funds of the Club not otherwise employed shall be deposited from time to time to the credit of the Club in such bank or banks or other depositories as the Board may elect.
Section 7.5. Conflict of Interest. The Board shall not enter into any contract or transaction with (a) one or more of its Directors, (b) a director of a related organization, or (c) an organization in or of which a Director of the Club is a director, officer or legal representative, or in some other way has a material financial interest unless:
(a) That interest is disclosed or known to the Board;
(b) The Board approves, authorizes, or ratifies the action in good faith; and
(e) Is approved at a meeting where a quorum is present (not counting the interested Director(s)).
The interested Director may be present for discussion to answer questions, but may not advocate for the action to be taken and must leave the room while a vote is taken. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.
Section 7.6. Checks, Drafts, Etc. All checks, drafts and other orders for payment of funds will be signed by the Treasurer or such other persons as the Board shall designate.
Section 7. 7. Indemnity. Consistent with Minnesota Statutes Section 317 A.52 I, and any amended or successor statute, the Club shall indemnify its Directors, Officers, committee members, or employees in the manner and to the full extent that the Club has power to provide indemnification under such statute, provided a determination is made in each case, in the manner required by such statute, that the person seeking indemnification is eligible therefor.
Section 7.8. Examination by Directors. Every Director of the Club shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, and at the place or places where usually kept, all books and records of the Club and make extracts or copies thereof.
Subject to any limitations set forth in the Articles of Incorporation or the Minnesota Nonprofit Corporation Act, as amended, these bylaws may be amended by the Board by the adoption of a resolution setting forth the amendment; provided, however, written notice of any proposed amendment must be provided to all members of the Board at least 15 calendar days prior to a duly called meeting. Such amendment shall require an affirmative vote of at least 80% of the Directors of the Board at a duly constituted meeting.
Approved and Effective as of March 23, 2023