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By-laws
of the
Gypsy Booster Club, Inc. (GBC)
Article I.
Offices
• Principal Office . The principal office of the Corporation for the transaction of its business shall be located in Dakota County , Minnesota .
• Changes . The Board of Directors may change the principal office from one location to another in Dakota County , Minnesota . Any such change shall be noted by the Secretary, but shall not be considered an amendment of these By-laws.
Article II.
Purposes
• Purpose . The following are the purposes and objectives of the GBC:
• To foster national amateur sports competition and to support and develop amateur athletes for such competition as follows:
• To provide organization, fund raising and financial support to the Gleason's Gymnastics competitive teams (“the Team”).
• To provide balanced support that benefits all competitive teams.
• To assist organizations and persons concerned with sports in the development of amateur competitive athletics programs for amateur athletes.
• The foregoing purposes are limited to only those purposes which are described in Section 501(c)(3) of the United States Internal Revenue Code.
Article III.
Membership
• Eligibility . Families of amateur athletes who are members of one of Gleason's Gymnastics competitive teams .
• Other Classes . The Board of Directors shall have the authority to designate and establish other classes of members of the Corporation, and the eligibility requirements and membership privileges of each such class.
• Dues and Assessments . The Board of Directors may establish the dues to be paid by members and impose assessments on members necessary for the operation of the Corporation.
• Procedures . The Board of Directors may specify procedures governing applications for membership and action thereon, and for termination of membership for nonpayment of dues or other good cause. The Board shall have sole and exclusive authority to determine the qualifications and eligibility of all applicants for membership and to approve or disapprove any applicant.
• Interest in property . No person by virtue of membership, shall acquire or hold any vested right or any severable interest in any property or assets of the Corporation.
• Meetings . One regular annual meeting and such other regular meetings as the Board of Directors shall deem appropriate shall be held at such times and places as may be determined by the Board.
• Special Meetings . Special meetings of the membership may be called by the President, the Secretary, or by three or more Directors.
• Notice . Notice of any meeting of the membership shall be given at least ten (10) days prior to the meeting by written notice posted at the gym; delivered personally or by mail; or by email or by any combination thereof. Notice of Special Meetings shall be given at least five (5) days prior to the meeting in the manner as for regular meetings unless such (5) day notice would be detrimental to the purpose of any such Special Meeting.
• Quorum . Twenty percent (20%) of the members in good standing shall constitute a quorum for the transaction of business.
• Voting . Each family in good standing and present shall be entitled to one vote at any meeting of the membership.
Article IV.
Board of Directors
• Composition . The Board of Directors of the Corporation shall consist of the President, Vice President, Secretary, Treasurer, and one Sport Representative for each sport (e.g. Girls Team; Boys Team; Cheerleading Team; Rhythmic Team; Trampoline and Tumbling Team) excluding Pre-Teams .
• Duties . The Board of Directors shall manage, supervise, control and direct the affairs of the Corporation, and shall determine its policies or changes therein. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary without a vote of the membership to ensure the smooth running of the organization where appropriate. Each year the Board shall provide each member with a copy of the Policies and Procedures concerning the activities of the club, including assessments and member duties. New members shall be provided a copy upon joining.
• Election . Directors shall be elected at the Annual Meeting of the Membership by a majority of those present and voting.
• Quorum . One-third of the number of Directors, comprising the Board at the time of any meeting, shall constitute a quorum for the transaction of business. A majority vote of a quorum shall be required for approval of all Board of Directors' actions, unless other voting requirements are specifically required by these By-laws.
• Proxies . Voting by proxy by members of the Board of Directors shall not be permitted.
• Regular Meetings . Regular scheduled meetings of the Board of Directors shall be held at such times and places as deemed appropriate by the Board.
• Special Meetings . Special meetings of the Board of Directors may be called by the President, the Secretary, or by three or more Directors. The person or persons authorized to call special meetings of the Board may set the time and place of holding such meetings, and provide at least five (5) days notice to the remaining members of the Board unless such (5) day notice would be detrimental to the purpose of any such Special Meeting.
• Compensation . Directors may, by resolution, be authorized nominal compensation for their services. Directors may be reimbursed for expenses incurred in the performance of their duties . Such authorization may prescribe procedures for the approval and payment of such expenses by a designated officer of the Corporation. Nothing herein shall preclude a director from serving the Corporation in any other capacity and receiving compensation for such services.
• Resignation, Removal and Vacancies . Any Director may resign at any time by giving written notice either to the President, the Secretary, or to the Board of Directors. Such resignation shall take effect at the time specified therein or, if no time specified, at the time of the acceptance thereof as determined by the President.
Any Director may be removed by a majority vote of all the members of the Corporation, or a two thirds majority vote of the Board of Directors, at a regular or special membership meeting.
Any vacancy resulting from resignation, removal, or any other cause may be filled for the balance of the term by vote of a majority of the remaining members of the Board of Directors.
Article V.
Officers
• Officers . The officers of the corporation are the President, Vice-President, Secretary, and Treasurer and comprise the Executive Board. Sport Representatives complete the full Board of Directors . (See Article IV, paragraph 1, and Article V, paragraph 11.)
• Officer Election and Term of Office . Each officer shall be elected bi-annually by the membership at the Annual Meeting of the Membership and serve for two (2) years until the next authorized election or until a successor has been duly elected. The President, Vice President, Secretary, and Treasurer shall be elected At-Large by the membership. The Sport Representative of each sport may be elected by members of that sport . Members may not hold more than one elected position.
• Elections. Elections will be conducted under the following guidelines:
• Election Officer . The President is the designated Election Officer. If the President cannot conduct these duties, they will be conducted by the Secretary.
• Eligibility . Any family who has an athlete designated by Gleason's Gymnastics as a member of a competitive team for the designated competition season, and is in good standing (all monies owed paid in full), are considered eligible. Members must be in good standing as of one week prior to the election to be considered for nomination and to vote. Members eligibility will be verified by the Secretary who will provide a roster of eligible members to the Election Officer not later than the close of nominations. Each family with an athlete/athletes on any competitive team is allowed one vote for each elected position.
• Nominations for Office . Nominations will be opened to the General Membership and posted by the Election Officer not later than three weeks prior to the announced election date. Nominations will be closed not later than 5 working days prior to the election. Members may not be nominated, or run, for more than one Executive Board position.
• Elections . Elections will be conducted as stated above with an additional absentee voting period authorized not to exceed one week past the general election. Voting will be by anonymous ballot. Any Directors' position unfilled by the general election may be filled by majority vote of the Board of Directors.
• Election Results . Directors shall be elected by a majority vote of valid ballots cast. Election results will be certified by the Election Officer and the Secretary and will be posted not later than 5 working days after the Election is closed.
• Seating of New Directors . New Directors will be seated by the outgoing President, and assume their responsibilities, at the next Regular Board meeting following the election.
4. Resignation or Vacancies . Any officer may resign at any time by giving written notice either to the President, the Secretary, or to the Board of Directors. Such resignation shall take effect at the time specified therein or, if no time is specificed, at the time of the acceptance thereof as determined by the President. Any vacancy resulting from resignation, removal, or any other cause may be filled for the balance of the term by a vote of a majority of the remaining members of the Board of Directors.
5. Removal . Any officer may be removed by a majority vote of all members of the Corporation, or a two thirds majority vote of the Board of Directors, at a regular or special meeting.
6. Duties of Officers . Except as otherwise provided in these By-laws, the duties of the officer shall be as designated, from time to time, by the Board of Directors.
7. President . The President shall be the principal executive officer of the Club and shall, in general, supervise and control all the business and affairs of the Board. He/she shall, when present, preside at all meetings of the membership and Board. He/she may sign, with any other proper officer of the Corporation so authorized by the membership, any contracts or other instruments which the Board has authorized to be executed. He/she will seek to provide aid from the membership when deemed necessary to facilitate the efficiency of meets, clinics, etc.; and in general shall perform all duties incidental to the office of the President and such duties as may be prescribed by the Board from time to time.
8. Vice-President . The Vice-President will oversee the general operation of the Club and will oversee the fundraising activities of the Club. This includes the disbursement of information to the appropriate Sport Representatives and the funneling of information concerning their constituency to the Board. In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions place upon the President.
9. Secretary . The Secretary shall keep the minutes of the proceedings of the Club in books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; be custodian of the Corporation records; complete all necessary correspondence on behalf of the Board or the Corporation; post the minutes of all meetings; and in general, perform all duties that may be assigned by the President or the Board.
10. Treasurer . The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation from any source whatsoever; deposit all such moneys in the name of the Corporation in selected banks, trust companies or other depositories; and shall be responsible for maintaining book keeping records reflecting all financial transactions, and these records shall be made available for the inspection by any member of the Board upon request; and in general perform all the duties incident to the office of the Treasurer and such other duties that may be assigned by the President of the Board.
11. Sport Representatives . Each competitive team (Girls Team, Boys Team, Trampoline/ Tumbling, etc.) will vote for one member to serve as a liasion between the team and the head coach of that sport. This person will: Act as an intermediary between Coach, team Level Representative and families; Ensure that all parties have the information they need when they need it; Work with the head coach to develop a calendar of events; Deliver schedules to team Level Representatives, who will then distribute information to parents; Develop a list of needs and work with team Level Representatives to recruit volunteers; Have full voting rights as a member of the Booster Club Board of Officers. Duties of this position include: Attending monthly Booster Club meetings; Reporting to the Booster Club Board and to the team Level Representatives information shared by the coaches; Reporting to the coaches on upcoming Booster Club events; Meeting with the coaches to discuss any questions, concerns, challenges, or affirmations that families would like to see addressed; May be required to coordinate lowest cost and best advantage for travel accommodations for competing athletes and coaches, and make such arrangments for the coaches.
12. Bonding of Officers and Employees . The Board of Directors may require any member of the Board or agent of the Corporation with signature authority on its accounts to be bonded. The expense of furnishing any such bond shall be paid by the Corporation.
Article VI.
Contracts, Checks, Deposits, Funds, and Budget
• Contracts . The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
• 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 Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner that from time to time shall be determined by resolution of the Board of Directors.
• Deposits . All funds of the Corporation, not otherwise employed, shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositions as the Board of Directors may select.
• Budget . The Board shall develop and present an annual budget to the Membership for its approval. The Board may authorize non-budgeted expenditures of up to $1500. Non-budgeted expenditures in excess of $1500 must be authorized by a majority vote of the membership at a regular or special meeting.
• Loans . No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name.
6. Use of Funds . All funds received for the Corporation, from whatever source, shall first be applied to those expenses incurred by the Corporation in carrying on its operation. Any funds remaining shall be used for the exclusive benefit of the Corporation to foster Gleason's Gymnastics Team participation in local, national and international amateur athletics competition. No part of the funds raised by the Corporation shall benefit or be distributed to its members, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furthering the purposes set forth above. Items for which the Corporation's funds may be expended include, but are not limited to: transportation to and from, meals and lodging for participants and coaches at away competitions, clinics, team uniforms, entry fees, athletic federation memberships and team sponsored events.
Article VII.
Distribution of Assets on Dissolution
The Board of Directors is authorized to adopt a plan of distribution, in accordance with statutes governing Nonprofit Corporations of the State of Minnesota as they presently exist or as amended from time to time. However, its assets, if any, remaining after payment (or provisions for payment) of all liabilities of the Corporation, shall be used exclusively for purposes within the intent of Section 501 (c)(3) of the Internal Revenue Code as it presently exists or as amended from time to time. None of the property or funds of the Corporation shall be divided among or paid to its members, Directors, Officers, or other private persons.
Article VIII.
Amendments
These By-laws may be altered, amended or repealed and new By-laws may be adopted by the following procedure: (1) two-thirds vote of the Board of Directors and (2) two-thirds vote of those present of the quorum and voting at a meeting of the membership. Any amendment must be submitted in writing to the members 14 days before the Annual Meeting of the Membership. All amendments will also be posted at that time on the Corporation bulletin board. Unless otherwise specified, any such alteration, amendment or repeal shall become effective at the time of the vote.
Article IX.
Nondiscrimination
The Corporation shall not discriminate against any person on the basis of the person's race, religion, creed, color, sex, physical impairment or national origin.
Adopted On: August 14, 2003
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