BYLAWS
OF
CASTLE VIEW BAND BOOSTERS
BYLAWS OF CASTLE VIEW BAND BOOSTERS
AS CREATED ON MARCH 7, 2018
ARTICLE I. Name
Section 1.5. Organizational Name. The name of the organization shall be the Castle View Band Boosters.
ARTICLE II. Offices
Section 2.1. Business Offices. The principal office of the corporation shall be located in Castle Rock, Colorado. The corporation may have such other offices, either within or outside Colorado, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.
Section 2.2. Registered Office. The registered office of the corporation required by the Colorado Nonprofit Corporation Act to be maintained in Colorado may be, but need not be, the same as the principal office if in Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE III. Nonprofit Purposes
Section 3.1. IRC Section 501(c)(3) Purposes. This corporation in organized exclusively for one or more of the purposed specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 3.2. Specific Objective and Purposes. The specific objective and purposes of this corporation shall be: (a) promote Castle View High School band, (b) Provide uniforms, bags, banners and pins to promote Castle View High School band, (c) Provide fees for participation of Castle View High School band in competition and performances; and (d) Provide fees for band social activities.
ARTICLE IV. Membership
Section 4.1. The corporation shall have members.
ARTICLE V. Board of Directors
Section 5.1. General Powers. The business and affairs for the corporation shall be managed by its Board of Directors, except as otherwise provided in the Colorado Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws.
Section 5.2. Permanent Positions. The Castle View High School Band Director shall remain a member of the Board of Directors indefinitely.
Section 5.3. Number, Election, Tenure and Qualifications. Subsequent to the initial Board of Directors, the directors of the corporation shall be elected by the Board of Directors at each regular annual meeting. The number of directors of the corporation shall be three, five, seven or nine, as determined by the Board of Directors. Any action of the Board of Directors to increase or decrease the number of directors, weather expressly by resolution or by implication through the election of additional directors, shall constitute an amendment of these bylaws affecting such increase or decrease. The term of each director shall be appointed by the Castle View Band Director at the annual meeting for a term of one (1) year. Each director shall hold office until his or her term experies and thereafter until his or her successor shall have been appointed and qualified, or until his or her earlier death, resignation or removal. Directors shall be removable in the manner provided by the statutes of Colorado.
Section 5.4. Vacancies. Any director may resign at any time by giving written notice to any Board member. Such resignation shall take effect as the time specified therin, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any Director fails to attend three consecutive regular or special meetings of the Board of Directors, without just cause, he or she may be removed as a Director by a majority vote of the remaining Directors. Any vacancy occurring in the Board of Directors shall be appointed by the Castle View High School Band Director. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office. A Directorship to be filled by reason of an increase in the number of Directors shall be appointed by the Castle View High School Band Director.
Section 5.5. Annual Meetings. A regular annual meeting of the Board of Directors shall be held during the third quarter of the calendar year at the time and place, either within or outside Colorado, determined by the Board, for the purpose of appointed Directors and for the transaction of such other business as may come before the meeting.
Section 5.6. Place of meetings. Meetings shall be held in the band room of the corporation unless otherwise provided by the Board of Directors or at such other place as may be designated from time to time by resolution of the Board of Directors.
Section 5.7. Regular meetings. Regular meetings shall be held on the 1st Wednesday of each month at 6:00PM MST unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.
Section 5.8. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place, either within or outside Colorado, for holding any special meetings of the Board called by them.
Section 5.9. Notice. Notice of each annual or regular meeting of the Board of Directors stating the place, day and hour of the meeting shall be given to each Director at least two days prior thereto by electronic notice.
Section 5.10. Quorum and Voting. Fifty-one percent (51%) of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the votes of a majority of the Directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present.
Section 5.11. Compensation. Directors shall not receive compensation for their services.
Section 5.12. Executive and Other Committees. There shall be an executive committee comprised of the current officers of the corporation. By one of more resolutions, the Board of Directors may also designate from among the Directors one of more other committees.
Section 5.13. Meeting by Telecommunication. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of conference telephone or similar telecommunications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
Section 5.14. Initial Board of Directors of this corporation shall be three and the names and addresses of the persons who are the initial directors of the corporation are as follows.
Audra Johnson-Brown. Address 3852 Primrose Lane, Castle Rock, CO 80109
Tricia Smith. Address 2180 Trailblazer Way, Castle Rock, CO 80109
Gina Claus. Address 3799 Licorice Trail, Castle Rock, CO 80109
ARTICLE VI: Offices and Agents
Section 6.1. Number and Qualifications. The officers of the corporation shall be a president, a vice president, a secretary and a treasurer. The Board of Directors may also elect or appoint such other officers, assistant officers and agents, including one or more vice presidents, an executive director, a controller, assistant secretaries and assistant treasurers, as it may consider necessary. One person may hold more than one office at a time. Only Directors may serve as officers of the corporation. All officers must be at least eighteen years old.
Section 6.2. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 6.3. Vacancies. Any Officer may resign at any time by giving written notice to any Board member. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any Officer fails to attend three consecutive regular or special meetings of the Board of Directors, without just cause, he or she may be removed as an Officer by a majority vote of the Board of Directors. Any vacancy occurring in any office shall be appointed by the Castle View Band Director. An Officer appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office. A Directorship to be filled by reason of an increase in the number of Directors shall be appointed by Castle View High School Band Director.
Section 6.4. Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the Board of Directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.
President. The President of the Board shall: (i) preside at all meetings of the Board of Directors; (ii) see that all orders and resolutions of the Board of Directors are carried into effect; and (iii) perform all other duties incident to the office of the president of the Board and as from time to time may be assigned to him or her by the Board of Directors.
Vice President. The Vice President shall: (i) take the role and responsibilities of the President when the President is not present.
Treasurer. The treasurer shall: (i) be the principal financial officer of the corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii) receive and give receipts and acquittances for moneys paid in on accounts of the corporation, and pay out of the funds on hand for all bills and other just debts of the corporation of whatever nature upon maturity, (iii) unless there is a controller, be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of accounts, prepare and file or delegate to an approved vendor to file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the Board of Directors statements of accounts showing the financial position of the corporation and the results of its operations; (iv) upon request of the Board, make such reports to it as may be required at any time; and (v) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president of the Board of Directors. Assistant treasurers if any, shall have the same power and duties, subject to supervision by the treasurer.
Secretary. The secretary shall: (i) keep the minutes of the proceedings of the Board of Directors and any committees of the board; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporation records; (iv) keep record of phone, address and email of members for the purpose of Castle View Band Boosters meetings and communications; and (v) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.
Section 6.5. Surety Bonds. The Board of Directors may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his or her duties and for the restoration to the corporation of all books, papers, vouchers, money and other property or whatever kind in his or her possession or under his or her control belonging to the corporation.
ARTICLE VII. Finances
Section 7.1. Budget. A tentative budget shall be approved by a majority vote of the members present at the annual meeting in the third quarter of each calendar year.
Section 7.2. Membership Fees. Membership fees will be voted on and approved by the Board of Directors during the regular annual meeting.
Section 7.3. Record Keeping. The treasurer shall keep accurate records of any disbursements, income, and bank account information.
Section 7.4. Earnings of Corporation. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or the corresponding sections of any future federal tax code.
Section 7.5. Expenses. The Board of Directors shall approve all expenses of the organization.
Section 7.6. Disbursements. Two authorized signatures shall be required on each check. Authorized signers shall be the Castle View HIgh School Band Director and one Board of Director excluding the treasurer.
Section 7.7. Organization Dissolution. Upon the dissolution of the organization, any remaining funds should be used to pay any outstanding bills, and, with the membership’s approval, spent for the benefit of the Castle View High School Band.
ARTICLE VIII. Indemnification
Section 8.1. Indemnification of Directors, Officers, Ect. To the fullest extent provided by Colorado law, and so long as the following provision are not inconsistent with C.R.S. § 7129101 through § 7129108, the corporation shall indemnify any person who was or is a party to is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of he corporation) by reason of the fact that he is or was an incorporator, director, officer, employee, fiduciary or agent of the corporation, or is or was serving in the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation., partnership, limited liability company or other enterprise, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with such actions, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interest of the corporation, 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 by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create an presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding had reasonable cause to believe that his conduct was unlawful.
Section 8.2. Indemnification Against Liability to the Corporation. To the fullest extent provided by Colorado law as stated hereinabove, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding by or in the right of th corporation to precure a judgement in its favor by reason of the fact that he is or was ian incorporator, director officer, employee, fiduciary or agent of the corporation, or is or was serving at the request of the corporation as a director, agent of the corporation, or its or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation,; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duties to the corporation, unless and only to the extent that the court in which such action suit or proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses in an amount the court shall deem proper.
Section 8.3. Recovery of Expenses. To the extent that an incorporator, director, officer, employee, fiduciary or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to the Section (1) aor (2) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.
Section 8.4. Determination of Indemnity Obligation. Any indemnification under Section (1) or (2) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the incorporation, director, officer, employee, fiduciary or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections (1) and (2) of this Article. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Section 8.5. Advancement of Expenses. Reasonable expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors consistent with C.R.S. § 7129107, as may be amended, upon receipt from or on behalf of the incorporator, director, officer, employee, fiduciary or agent that affirms the individual’s good faith belief that he has met the appropriate standard of conduct and personally guarantees repayment if it is ultimately determined by the Board of Directors that he did not meet the appropriate standard of conduct. The general obligation to repay need not be secured nor is there a requirement that the indemnified individual submit proof of his financial ability to make repayment.
Section 8.6. Continuing Rights. The indemnification provided by this Article shall be deemed exclusive of any other rights to which those indemnified may have under any bylaw, agreement, vote of disinterested directors, or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office, shall continue as to a person who has ceased to be an incorporator, director, officer, employee, fiduciary or agent and shall inure to the benefit the heirs, executors and administrators of such a person.
Section 8.7. Right to Impose Conditions to Indemnification. The corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the Board of Directors may deem appropriate in each specific case, including but not limited to any one or more of the following; (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any action shall be counsel that is mutually agreeable to the person to be indemnified and to the corporation; (b) that the corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified; and (c) that the corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person’s right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the corporation.
Section 8.8. Limitation of Indemnification. Notwithstanding any other provision of these bylaws, the corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the corporation as an organization described in section 501 (c)(3) of the Internal Revenue Code or would result in liability under section 4941 of the Internal Revenue Code.
ARTICLE IX. Miscellaneous
Section 9.1. Account Books, Minutes, Etc. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors. All books and records of the corporation may be inspected by any director or his or her accredited agent or attorney, for any proper purpose at any reasonable time.
Section 9.2. Fiscal Year. The fiscal year of the corporation shall be as established by the Board of Directors.
Section 9.3. Conveyances and Encumbrances. Property of the corporation may be assigned, conveyed or encumbered by such officers of the corporation as may be authorized to do so by the Board of Directors, and such authorized persons shall have power to execute and deliver any and all instruments and assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the corporation shall be authorized only in the manner prescribed by applicable statute.
Section 9.4. Designated Contributions. The corporation may accept any designated contribution, grant, bequest or devise consistent with its general tax exempt purposes, as set forth in the Articles of Incorporation.
Section 9.5. Conflicts of Interest. It is the responsibility of the Board of Directors to protect the corporation’s interests when the corporation contemplates entering into a transaction or arrangement that may benefit the private interests of a member of the Board of Directors, members of Board designated committees, or other individuals or entities with close relationship to the corporation. A conflict of interest or an appearance of a conflict may arise whenever a transaction or an action of the corporation may serve or conflict with, or appear to serve or convict with, the personal interests, financial or otherwise, of a member of the Board of Directors or other significant individual or entity. To ensure that every decision made on behalf of the corporation is made in furtherance of its mission, the corporation has adopted a conflict of interest policy, which may be amended from time to time by the Board of Directors, which set forth the policy and procedure to be followed by the Board of Directors in the event of a conflict of interest.
Section 9.6. Loans to Directors and Officers Prohibited. No loans shall be made by the corporation to any of its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until it is repaid.
Section 9.7. References to Internal Revenue Code. All references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1954, as amended, and shall include the corresponding provisions of any future federal tax code.
Section 9.8. Amendments. The power to alter, amend or repeal these bylaws and adopt new bylaws shall be vested in the Board of Directors.
Section 9.9. Severability. The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted.
The undersigned incorporators hereby declare under penalty of perjury that the statement made in the foregoing Articles of Incorporation are true. In witness whereof, I have hereunto subscribed my name this 4th day of April, 2018.
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Audra Johnson Tricia Smith