Bylaws of the Community High Jazz Boosters, a Michigan nonprofit corporation

 

Article 1. Name

This corporation is the “Community High Jazz Boosters” or the “Boosters.”

Article 2. Purpose

2.1 Primary mission. The Boosters’ purpose is to support the jazz program at Community High School in Ann Arbor, Michigan. The organization’s goals include fundraising and providing equal opportunities for all students to participate in Community High’s jazz program. The Boosters will also pursue any other goals reasonably related to educating high-school students in music.

2.2 Nonprofit status. The Boosters will comply with Section 501(c)(3) of the Internal Revenue Code, 26 U.S.C. § 1, et seq., and its accompanying regulations.

Article 3. Structure and Records

3.1 Directorship nonprofit. The Boosters are a directorship nonprofit organization. See MCL 450.2101, et seq. The Boosters have members as well. See MCL 450.2305(1).

3.2 Directors. The Jazz Program Director at Community High School will be a director of the Boosters, with terms limited only by employment with Community High. In addition, members will elect three or more individuals to serve as officers/directors, each serving up to four one-year terms as described below.

3.3 Records. The secretary will maintain corporate records as required under law. See MCL 450.2485. These records must include books and records of accounts and minutes of the Boosters’ Board of Directors’ meetings. The secretary will maintain any paper records at the Boosters’ registered address. The secretary will maintain electronic records through whatever means the Boosters’ Board of Directors deems appropriate. The secretary will provide copies of board records to any member (as defined below) upon request.

Article 4. Offices.

4.1 Registered office. The registered office of the Community High Jazz Boosters is Community High School, 401 N. Division St., Ann Arbor, MI 48104. The Boosters’ resident agent is the current Community High Jazz Program Director. The Boosters may designate an alternate registered office or registered agent by filing an appropriate notice with the State of Michigan.

4.2 Other offices. The Boosters may transact business at locations other than the registered office as the Boosters’ Board of Directors deems appropriate or as the Boosters’ business requires.

4.3 Updating LARA. The Boosters will update Michigan’s Department of Licensing and Regulatory Affairs as appropriate regarding the identity of the Boosters’ resident agent.

Article 5. Members.

5.1 Members. Every parent or legal guardian of a registered Community High jazz student (either presently or in the following academic year) is a member of the Boosters.

5.2 Teachers. Any employee of the Ann Arbor Public Schools responsible for teaching in Community High’s jazz program is a member of the Boosters as long as they remain employed in that role.

Article 6. Board of Directors.

6.1 General powers. A Board of Directors will manage the Boosters’ affairs.

6.2 Initial directors. The incorporator (Teresa Fulimeni) will appoint all but one of the initial directors. They are Jennifer Monk-Reising (president), Tori Lawler (vice-president), Trudy Gates (secretary), and Teresa Fulimeni (treasurer). In addition, the Community High Jazz Program Director (Jack Wagner) will serve as an initial director. These initial directors will serve until the 2024 annual meeting, at which time the Boosters will elect directors for the 2024-2025 academic year.

6.3 Subsequent directors. Beginning with the 2024 annual meeting, the Board will have at least four directors:

6.3.1 Program Director. The current Community High Jazz Program Director will serve as a director for the Boosters throughout their employment as the Jazz Program Director.

6.3.2. Officer Directors. The Boosters will elect three or more Officer Directors by holding a vote at the Boosters’ annual meeting. Each candidate will run simultaneously for a director position and a specific officer position. Each member may vote once for each open spot.

6.3.3. Director Vacancies. If a spot becomes open before the Boosters can hold a vote at an annual meeting, the incorporator or the Boosters’ Board of Directors may designate an individual to fill the open spot on an interim basis until the next annual meeting.

6.4 Eligibility. Each member is eligible to serve as an Officer Director, subject to two exceptions. First, anyone who is the parent, child, sibling, or spouse of any other director (whose term would overlap) is ineligible to serve as an Officer Director. Second, members must not serve as Officer Directors if they are aware of any circumstances giving rise to an actual or potential conflict of interest.

6.5 Tenure and elections. Each Officer Director will serve for a one-year term. The term will continue until (a) the Officer Director’s term ends, or (b) the Officer Director dies, resigns, or is removed by a majority vote of the Boosters’ Board of Directors. Officer Directors may serve up to four one-year terms. Program Directors serve as directors as long as they are employed as Jazz Program Director.

6.6 Resignation or removal. An Officer Director may resign by providing wrien notice to the Boosters’ Board of Directors or the incorporator. The Board may remove any Officer Director with cause by a majority vote. Members may remove an Officer Director by two-thirds vote. Before voting on whether to remove an Officer Director, the Board of Directors or the membership must give the Officer Director notice of the alleged cause for removal and an opportunity to speak at a meeting of the Board of Directors. Cause for removal includes (a) no longer meeting the qualifications to serve on the Board of Directors and (b) engaging in conduct detrimental to the Boosters’ interests.

6.7 Majority vote. In maers that require action from the Board of Directors, the Board of Directors may act by consensus. If the Board cannot reach a consensus, it will act based on a majority vote. If there is no majority, the Board can (1) table the item, (2) revisit discussions in the hope of reaching a consensus or majority, or (3) present the maer to the members for a simple majority vote.

Article 7. Officers

7.1 Officers. Members of the Boosters’ Board of Directors will also serve as the Boosters’ officers.

7.2 Election of officers. At the annual meeting, regular members will elect Officer Directors as provided in Article 6.

7.3 officers:

Description of offices. The Boosters will have the following

7.3.1 President. The president is the Boosters’ principal executive officer. They will supervise and control the Boosters’ business affairs. The president may sign any contracts or other documents necessary to carry out the Boosters’ business. The president will take reasonable steps to ensure that the Boosters timely submit all necessary corporate and tax-related forms to governmental authorities.

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1. 7.3.2  Vice-President. The vice-president will perform duties as the Board of Directors or president may direct.

2. 7.3.3  Secretary. The secretary will keep minutes of meetings, ensure that the Boosters give all notices as required under these bylaws or other law, maintain corporate records, and perform any additional duties as the Board of Directors or president may direct.

3. 7.3.4  Treasurer. The treasurer is responsible for tracking and ensuring proper custody of all funds within the Boosters’ control. They have authority to perform all banking activities on the Boosters’ behalf, as well as any other duties as the Board of Directors or president may direct.

 

7.4 Additional officers. The Boosters’ Board of Directors may elect or appoint additional officers as needed, such as assistant vice-president, assistant secretary, assistant treasurer, and so on. These additional officers must be members. These additional officers need not be members of the Board of Directors.

7.5 Terms. Each Officer Director will serve a one-year term. The term will begin on the first day of the fiscal year following election.

7.6

Initial officers. The incorporator will designate the initial officers. They are: (1) Jennifer Monk-Reising, president; (2) Tori Lawler, vice-president; (3) Trudy Gates, secretary; (4) Teresa Fulimeni, treasurer.

Article 8. Meetings

8.1
during May or June of each academic year, at the place and time that the

Annual meeting. The Boosters will hold their annual meeting as the Board designates. See MCL 450.2402. The Board of Directors will provide reasonable notice to members before the annual meeting.

8.2 Special Meetings. In addition to the annual meeting, the Boosters may call special meetings based on wrien requests from (a) the Board of Directors or (b) five or more members. MCL 450.2403. The Boosters will hold special meetings at the time and place that the Board of Directors designates. The Board will provide members with wrien notice of the time and place at least seven days before a special meeting.

8.3 Quorum. A quorum requires five members, including directors. Members may be present physically or virtually (through Zoom or a similar platform).

8.4 Voting for directors and president. Members will vote for directors (including one to serve as president) by closed ballot. Other votes may take place by open ballot unless the Board of Directors determines that a closed ballot is appropriate.

8.5. Reports. At the annual meeting, the president will provide a report on the Boosters’ affairs and the treasurer will provide a report on the Boosters’ financial state.

8.6 Virtual meetings. When action requires consent from the Board of Directors or the officers, the Board of Directors may share information and solicit votes virtually, through email or text, if that method seems appropriate to the president and will not prejudice any director’s review of the issue. A director may also sign a waiver authorizing action without their vote or input. See MCL 450.2141.

8.7 Chairperson. The president will serve as chairperson of the Boosters’ meetings.

Article 9. Voting

9.1 Eligibility. Members may vote on any maer that the Board of Directors presents to the membership.

9.2 Voting. Each member may cast one vote on each maer that the Board of Directors submits for voting. Members may vote in person or by email, as the Board of Directors chooses. The Board of Directors will notify all voting members of the procedures reasonably in advance of each vote.

9.3 Majority, plurality, and supermajority votes. A numerical majority will prevail in all maers except (a) director nominations, which may be decided by plurality, (b) any maers for which federal or state law requires a supermajority, (c) for removal of directors, which requires a two-thirds vote under Article 6, and (d) amendment of the by-laws, which requires a two-thirds vote under Article 11.

Article 10. Finances

1. 10.1  Fees. The Boosters will not charge fees for membership.

2. 10.2  Fiscal year. The Boosters’ fiscal year ends on July 30.

   Article 11. Amendments

11.1 Review of proposed amendments. Before adopting an amendment to the bylaws, the Boosters must circulate the proposed amendment in writing at least two weeks before the meeting at which the members will vote on the amendment.

11.2 Supermajority vote. The Boosters can amend these bylaws by a two-thirds vote of members at any regular meeting

Article 12. Dissolution

12.1 Nonprofit status. The Boosters are a nonprofit organization and they do not contemplate the distribution of gains, profits, or dividends at dissolution.

12.2 Distribution of excess funds. On dissolution, the Boosters will use all of the Boosters’ assets to pay outstanding liabilities. If the Boosters still have assets after paying outstanding liabilities, they will distribute those funds to charitable or educational organizations that advance the Boosters’ goals. The Boosters’ Board of Directors will designate one or

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more recipients. These distributions will comply with Section 501(c)(3) of the Internal Revenue Code.

The Boosters adopt these by-laws with an effective date of January 29, 2024.