Booster Bylaws

BYLAWS

EDISON BOOSTER CLUB OF THOMAS A. EDISON HIGH SCHOOL

ARTICLE 1 ‐ NAME

SECTION 1.1. The name of this organization is the EDISON BOOSTER CLUB OF THOMAS A. EDISON HIGH SCHOOL, referred to as the “BOOSTERS”. Thomas A. Edison High School of Fairfax County, Virginia, is referred to as “Edison High School”.

ARTICLE 2 ‐ PURPOSE

SECTION 2.1. The BOOSTERS is organized exclusively for charitable and educational purposes, as defined below, within the meaning of Section 501 (c)(3) of the Internal Revenue Code or any corresponding section of any future federal tax code. (Exemption letter dated December 31, 1999; Employer ID# 23‐7031778). Dues and contributions supporting its activities are tax deductible.

SECTION 2.2. The purpose of the BOOSTERS is to promote, support and assist the Edison High School athletic activities and student‐athletes by providing encouragement, advice, volunteer support, and financial assistance to the Student Activity Office.

SECTION 2.3. The BOOSTERS may cooperate with the Parent‐Teacher‐Student Association (PTSA), other duly constituted organizations of the school and the community for the support and betterment of the Edison High School athletic program and the student‐athletes.

ARTICLE 3 ‐ MEMBERSHIP

SECTION 3.1. BOOSTERS’ membership is annual and shall consist of two classes of membership: Regular Members and Associate Members.

1. Regular Members shall consist of dues‐paying individuals or entities interested in the objectives of the BOOSTERS, willing to uphold its policies and subscribe to the BOOSTERS Bylaws.

 Regular Membership shall have six classifications of membership: BOOSTERS Only Members; Edison Student Pass; Edison Bronze, Silver, Gold, and Platinum Membership.

 The number of BOOSTERS members on each classification of membership shall be determined by the number of passes and the name of the member shall be identified on each pass.

2. Associate Members are, ex officio, the Director of Student Activities at Thomas A. Edison High School and Coaches of all sports. Associate members may also include Edison High School administrative and teaching staff. Each shall be non‐paying and non‐voting member of BOOSTERS.

SECTION 3.2. Edison High School athletic student groups or organizations may appoint BOOSTERS members to represent them to the BOOSTERS.

SECTION 3.3. Membership is individual and non‐ transferable.

SECTION 3.4. The BOOSTERS shall conduct an annual enrollment of members covering the period September 1 through August 31. An individual or individuals may be admitted to membership at any time. The Board of Directors may consider discounted rates at specific times in the year.

SECTION 3.5. Only Regular Members in good standing (members who have paid the prescribed dues for the year) may vote on matters affecting the organization, elect members for, or serve in any of the elective or appointed positions of the BOOSTERS.

SECTION 3.6. The Board of Directors shall set the annual dues for each membership and associated benefits no later than the end of July.

ARTICLE 4 ‐ BOARD OF DIRECTORS

SECTION 4.1. General. The principal governing body of the BOOSTERS is the Board of Directors, which is comprised of all elected officers, the Director of Student Activities, and appointed BOOSTERS committee chairs. All members of the board shall hold a Regular membership in the BOOSTERS, except for the Director of Student Activities.

SECTION 4.2. Duties and Authority. The activities and affairs of the BOOSTERS shall be conducted and exercised by or under the direction of the Board of Directors and duly appointed committee leaders subject to the provisions of the laws of the Commonwealth of Virginia and any limitations in the Articles of Incorporation and the BOOSTERS. The Board of Directors is responsible for conducting the necessary business of the BOOSTERS during the intervals between general membership meetings and such other business as may be referred to it by the membership. The Board of Directors may, by majority of vote, authorize the expenditure of non‐committed funds (funds from the BOOSTERS’ equity free and clear of any legal, regulatory or financial restrictions that prevent its use). The Board of Directors is not authorized to incur in financial debt in the name of the BOOSTERS.

ARTICLE 5 ‐ ELECTED OFFICERS

SECTION 5.1. The Officers of the BOOSTERS are President; 1st Vice President, 2nd Vice President, 3rd Vice President, 4th Vice President, 5th Vice President, Secretary; Treasurer; and any other officers as may be selected in accordance with the provision of these Bylaws. All officers serve without pay or remuneration for their services.

SECTION 5.2. The Second Vice President is, ex officio, the Athletic Director.

SECTION 5.3. Elected officials shall assume their official duties on the first day of the month following their election, and shall serve a One (1) year term (June‐May).

SECTION 5.4. If an office becomes vacant during the year, the President shall appoint and assign an eligible member of the BOOSTERS the duties of a vacant elected office to complete the existing term. If the office of the President becomes vacant, the First Vice President shall succeed to that office until the next general meeting, at which time a special election for the office of President shall be held.

ARTICLE 6 ‐ ELECTIONS AND REMOVAL OF OFFICERS

SECTION 6.1. Election. Officers are elected at the May general meeting each year.

1. The President shall appoint and serve as chair of a Nominating Committee to develop and present a slate of candidates.

2. At the May general meeting, the Nominating Committee presents its slate of candidates to the Board of Directors. Candidates should represent as wide a range of school athletic activities as possible. Additional nominations may be made from the floor. An individual must consent to his or her nomination.

3. Election for each office is by majority vote of Regular Members present and voting at the May general meeting. Unless there is objection, the President may request a vote for all candidates en bloc when there is only one nomination for each office, and the vote may be verbal affirmation or show of hands. The results are announced by the President and recorded by the Secretary.

ARTICLE 7 ‐ DUTIES OF OFFICERS

SECTION 6.2. An officer who, without good reason, fails to regularly attend meetings, or otherwise fails to execute assigned duties, may be removed from office by a majority vote of the members present at any general meeting at which a motion to recall is made and seconded.

SECTION 7.1. The President. The President performs all duties incident to the President’s office and such other duties as may be required by law, Articles of Incorporation, these Bylaws or directed to perform by the Board of Directors. The President functions as Chair and presides at all meetings of the Board of Directors and at all general and special meetings; appoints standing and special committees’ chairpersons and committee members, as needed. The President is a member ex‐officio of all committees; represents or appoints members to represent the BOOSTERS at meetings with outside groups or individuals; and when applicable, serves as ex officio member on Edison High School organizations.

SECTION 7.2. The 1st Vice President. The 1st Vice President shall have and exercise all of the power and duties of the President during the absence of the President or inability to act and be subject to all the restrictions of the President. The 1st Vice President shall act as the President’s executive assistant and perform such other duties as may be required by these Bylaws to include chairing the Ways and Means Committee, and other duties as required.

SECTION 7.3. The 2nd Vice President. The 2nd Vice President, the Director of Student Activities (DSA) is the liaison between the BOOSTERS and Edison High School. The DSA shall be consulted to insure compliance with Edison High School, Fairfax County Public Schools (FCPS) and the Virginia High School League (VHSL) policy. Funds raising projects, such as concessions sales, sport camps, clinics, and special events shall be coordinated with the DSA. The DSA develops, or causes to be developed, the program assistance which the Athletic Department desires from the BOOSTERS, and keeps the BOOSTERS advised on matters pertaining to the athletic program.

Section 7.4. The 3rd Vice President (Membership). The 3rd Vice President shall be responsible for activities to promote and increase BOOSTERS membership. This includes plan membership drives; accept or deny membership; account for membership cards; maintain and provide general use membership rolls; including addresses and telephone numbers, and emails if available; keep the BOOSTERS official records of membership; provide to the Board, upon Treasurer all funds received as payment for membership. The 3rd Vice President shall provide copies of the Bylaws to new members and will also perform other duties as may be required.

Section 7.5. The 4th Vice President (Concession Operations). The 4th Vice President shall be responsible for devising, conducting, and managing BOOSTERS concession stand operations uring home athletic events. This includes offering and maintaining adequate inventories of merchandise for the operation for the indoor and outdoor concession stands, advising on any needed improvement or changes to concession facilities and equipment, establishing requirements for volunteers to man concession stands, generally overseeing concession operations, and ensuring that sales proceeds are properly deposited with the BOOSTERS’ Treasurer. The 4th Vice President may establish and lead a committee for managing concession operations.

Section 7.6. The 5th Vice President (Publicity and Communications). The 5th Vice President shall be responsible for devising, planning and executing a program to increase public awareness of the BOOSTERS, its objectives and activities, and attendance at Edison athletic functions. The 5th Vice President shall establish and lead a Committee to carry out the activities. The Committee shall set, manage, maintain and update the BOOSTERS website and seek its continuing improvements. The Committee shall work with the Board of Directors, the Students Activity Office, coaches, parents, and other school organizations to collect and disseminate information (updates, photos, articles and other information) to promote the school athletic program, athletes, teams, and activities among the Edison community on a regular basis.

SECTION 7.7. The Secretary. The Secretary shall be the custodian of the permanent records of the BOOSTERS. The Secretary shall certify and keep the original, and copy of these Bylaws, as amended or otherwise revised to date, and issue conformed copies of the Bylaws on behalf of the Board. The Secretary shall keep a record of the agenda, the approved minutes and the Treasurer’s Report of all meetings of the membership and the Board of Directors and distributes as necessary; prepare and sign correspondence as necessary; and is custodian of all organizational correspondence and records not specifically assigned to others. The Secretary performs other duties incident to the office of Secretary as may be required by these Bylaws or assigned by the Board of Directors.

SECTION 7.8. The Treasurer. The Treasurer shall be responsible for the collection, and under the direction of the Board, disbursement of the funds of the BOOSTERS, provided, however, that the Treasurer shall not pay any bill or claim against the BOOSTERS which has not been first authorized by the Board.

The Treasurer keeps an accurate record of receipts and expenditures; presents and interprets the monthly financial reports at all Booster meetings and at other times when requested by the President; delivers all financial records to the Audit Committee to perform annual financial reviews and provides other assistance as may be requested; renders to the president and officers, whenever requested, and account of any or all transactions performed as treasurer and of the financial conditions of the organization. The treasurer may serve as a member of the Way and Means Committee, and prepares and submits annual tax returns.

The Treasurer handles the BOOSTERS financial affairs as described under Article 10 – Finances, and as may be required by law, Articles of Incorporation, these Bylaws or assigned by the Board of Directors.

ARTICLE 8 ‐ COMMITTEES

SECTION 8.1. The Board of Directors shall, as needed and appropriate, establish Standing and Special Committees.

1. Standing Committees. The standing committees of the BOOSTERS shall consist of the following, each with a chair person.

a) The Ways and Means Committee. It is chaired by the First Vice President, and includes the Treasurer and other members as necessary. It plans and promotes activities, subject to approval by the membership, that provide funds needed to support the athletic program. Individual activities are managed by special committees appointed by the President upon recommendation by the Committee. The committee shall prepare an annual budget to the Board and its general meeting is September. Under the direction of the Board, the Ways and Means Committee shall oversee the overall fiscal management and implementation of the budget, subject to approval by the membership.

b) Corporate Advertising and Sponsorship Committee. Shall organize and execute a corporate sponsor program that seeks donations from community businesses, organizations, and/or individuals to support Edison sport programs in return for advertising opportunities such as banners, space in football programs, and electronic scoreboard advertising, which promote their organizations or other sponsor promotion activities.

c) Spirit Gear Committee. Shall be responsible for devising, conducting and managing sales of spirit gear goods among the Edison High School community, and ensuring that sales proceeds are properly deposited with the BOOSTERS’ Treasurer.

d) Bylaws Committee. Shall periodically review the Bylaws to insure their adequacy, and consistency with sound organization and management. The Committee shall submit its proposal to the Board.

e) Audit Committee. Shall audit the Treasurer’s financial records each year to certify to the membership that they are accurate and proper. Special audits can be held at any time, and should be held whenever there is a change in Treasurer.

f) The Team Parent Coordinator. Is the BOOSTERS liaison with team parents. Each team should have a team parent, selected by the Coach, to coordinate volunteer needs, equipment, accounting, team social activities or events. It is assumed that they are also members of the BOOSTERS. The Team Parent Coordinator arranges for an adequate number of team volunteers to man concession stands or other activities, and advises and assists team volunteers in their assignments. The Team Parent Coordinator also advises parents on available BOOSTERS resources and opportunities to assist on BOOSTERS activities.

g) Other committees, as necessary and appropriate, as determined by the Board of Directors (e.g., Tag Day, Craft Fair, Brick Wall).

2. Special Committees. May be formed, as determined by the President of the Board of Directors, to provide services and support of a temporary or unique nature. Such pecial committees will cease to exist at the conclusion of their assigned task.

SECTION 8.2. The BOOSTERS President shall appoint a chair of each committee. The chairman of each standing or special committee appoints/recruits committee members, and schedules meetings, and methods of operation (when not otherwise prescribed by the President or general membership). It shall be the responsibility of the appointed chair to assure prompt action and follow through on all task, specified or implied, within the Committee’s area of responsibility. The committee chair shall report to the Board of Directors at the monthly general meetings.

SECTION 8.3. All committee chairs shall be appointed to serve a One (1) year term (June‐May) and shall hold the position until he/she resigns or is removed in accordance with Article 6 –Election and Removal of Officers.

ARTICLE 9 ‐ MEMBERSHIP MEETING AND VOTING

SECTION. 9.1. Location of Meetings. BOOSTERS meetings shall take place at Thomas A. Edison High School, 5801 Franconia Road, Alexandria, VA 22310 or in another location determined by the Board of Directors.

SECTION 9.2. General Meetings. General meetings shall take place on the first Monday of every month, except that the President may modify or cancel meetings during months in which school is not in session or under extenuating circumstances. General meetings are to conduct ongoing business. All meetings are open sessions and begin at 7:00 p.m. All members of the Board of Directors are expected to be in attendance.

1. The May meeting is designated the Annual Membership meeting of the BOOSTERS. At this meeting the BOOSTERS Officers may be elected to serve for their designated term, as discussed in Article 6 – Elections and Removal of Officers.

SECTION 9.3. Special Meetings. Other meetings or events benefiting or of interest to the BOOSTERS may be called for a time and place specified by the President. Special meetings shall be called by the President on his/her own motion with the approval of the Board of Directors or pursuant to a petition for such a meeting signed by one‐fourth of the membership.

SECTION 9.4. Quorum.

1. At general and special membership meetings, a quorum shall exist if four (4) voting members are present, provided proper announcement of the meeting has been made; a quorum will be presumed unless challenged. There is no quorum requirement for committee meetings.

2. At all meetings, each Regular Member present and in good standing is entitled to one (1) vote on each motion considered at the meeting.

3. Unless otherwise specified, and except for amendments to the Bylaws, a simple affirmative majority is needed to carry a motion at all meetings. For reasons of timeliness, issues may be voted on electronically (e.g. emails). Such votes will be included in the minutes of the next regular scheduled meeting of the BOOSTERS.

SECTION 9.5. Notice of Meetings. Notice of meetings shall be provided to BOOSTERS membership. It could be provided via email and also published on‐line, and through other means. Notice of special meetings shall be written or printed and shall state the place, date, time, and the purpose of the meeting. Such notice may be provided electronically and shall be provided to each member no fewer than five (5) nor more than 30 days before the date of such meeting by, or at the direction of, the person calling the meeting.

SECTION 9.6. Conduct of Meetings. The President shall preside over meetings of the membership. In the absence of the President, unless otherwise delegated, by the First Vice President, or in the absence of the First Vice president, by the Secretary, Treasurer, or other elected officer, or, in the absence of all of these persons, by a chair chosen by the majority of voting members present at the meeting. Meetings should be conducted and questions decided in accordance with Roberts Rule of Order, as amended, insofar as such rules are not inconsistent, or in conflict with, the Articles of Incorporation, these Bylaws, or the provision of laws.

ARTICLE 10 ‐ FINANCES

SECTION 10.1. All finances affairs of the Organization will be budgeted and controlled in accordance with this Article

SECTION 10.2. The fiscal year of the BOOSTERS shall begin on July 1 and end the last day of June of each year.

SECTION 10.3. As provided in Article 8 – Committees, the Budget Committee shall prepare the BOOSTERS proposed annual budget. The BOOSTERS membership shall approve an annual budget that identifies the cost of major activities proposed for the coming year, and the fundraising efforts or other sources planned to finance the activities, and estimated contributions to the Edison athletic program. The BOOSTERS annual budget will be submitted for approval in September by the Way and Means Committee at the general monthly meeting. This budget, as approved by a majority of the members present and voting serves as an expenditure guide for the coming year.

The budget may be reviewed and updated as needed at the following general meeting. As required, it may be amended at any time by a majority vote of the membership.

SECTION 10.4. At the September BOOSTERS general meeting, the Director of Student Activities (DSA) must submit a written annual budget for funds requested from the BOOSTERS for the upcoming academic year. The DSA Budget may detail expenses considered necessary in order to implement a quality athletic program. The budget may include anticipated expenditures and may include request for special projects that BOOSTERS shall approve/disapprove. In addition, BOOSTERS members may propose additional projects for approval by the Board. The DSA may bring to the BOOSTERS requests for funding of unanticipated expenses as they occur over the academic year. The DSA has final approval of how all contributions from the BOOSTERS to the Student Activity Office are spent.

SECTION 10.5. The President may authorize the Treasurer to disburse funds for all purposes and up to the amounts for those purposes, in the latest budget approved by the membership. The expenditure of funds for purposes or in amounts beyond the approved budget requires prior approval by the membership.

SECTION 10.6. Notwithstanding Section 10.4, however, the Board of Directors may authorize expenditures between membership general meetings of not to exceed a total of $1000.00 for unbudgeted requirements; these should be ratified by the membership at the next general meeting.

SECTION 10.7. The Treasurer shall maintain an account on behalf of the BOOSTERS on a convenient but FDIC insured financial institution under the organization’s name and shall deposit all funds received and disburse the funds only as authorized.

SECTION 10.8. To permit evaluating the success of fundraisers, the Treasurer, will maintain complete records identifying receipts by major category of effort, such as concessions, membership, special item sales, raffles, etc. Expenditures will also be recorded by approved budget line item.

At each general meeting, the Treasurer will report on current financial status. As a minimum, the report will summarize income and expenditures since the last report, any commitment of funds from anticipated liabilities or other special purposes, and the net cash on hands available for use by the BOOSTERS.

SECTION 10.9. The financial records of the Treasurer shall be audited at least once each year prior to their being turned over to a new Treasurer, or to the current Treasurer, if reelected. The audit will be performed by the Audit Committee, which will report its findings to the membership along with any recommendations for improvements in recordkeeping or financial procedures.

ARTICLE 11 ‐ SCHOLARSHIPS AND AWARDS

SECTION 11.1. The BOOSTERS may award scholarships to graduating seniors that have participated in Edison Athletics, either as a player or a manager on an amount determined by the Board of Directors and approved by the membership. Applicants may be judged by a selection committee on the basis of their athletic accomplishment, academic accomplishment, community service, Coach’s recommendation and other criteria determined and disseminated by the Board of Directors. Applicants must complete an application package. Scholarship winners may be announced at the Varsity Sports Night.

SECTION 11.2. The BOOSTERS may award trophies for varsity athletics achievement. The nature of the award, such as “most valuable,” “most improved,” etc., may be determined by the membership in conjunction with the DSA. Selection of athlete in each category will be determined by a selection committee named by the DSA. The names of the honored athletes may be revealed at an official presentation of the award by a designated member of the BOOSTERS or an individual agreed upon time with the DSA.

ARTICLE 12 ‐ IRC 501(C)(3) TAX EXEMPTION PROVISIONS

SECTION 12.1. Limitation on Activities. No substantial part of the activities of the BOOSTERS shall be the carrying on of propaganda, or otherwise attempt to influence legislation (except as provided in Section 501(h) of the Internal Revenue Code, and this organization shall not participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office. This includes publishing or distributing political statements. Notwithstanding any other provisions of these Bylaws, this organization shall not carry on any activities not permitted under Sections 501(c)(3) or 170(c)(2) of the Internal Revenue Code or any future United States internal revenue law.

SECTION 12.2. Prohibition Against Private Inurement. No part of the net earnings of the BOOSTERS shall inure to the benefit of, or distributed to, its members, officers, or other private persons, except to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this organization.

SECTION 12.3. Distribution of Assets. While the establishment of the BOOSTERS is intended to be of indefinite continuity, in the event of dissolution any assets remaining after payment or provision for payment of all debts and liabilities of the BOOSTERS shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code to the Edison High School Athletic Department/Student Activity Office for exclusively public purpose and the betterment of the athletic program.

ARTICLE 13 ‐ AMENDMENTS AND CONFORMING RULES

SECTION 13.1. The Bylaws represent agreement by all members on basic authority for and regulation of the BOOSTERS and its functions. Operating or procedural rules in conformance with these Bylaws may be adopted at any time by majority vote of eligible BOOSTERS members present and voting at a general meeting.

SECTION 13.2. The BOOSTERS Bylaws may be amended and new Bylaws adopted by approval of a two‐thirds vote of the members present and voting, provided that notice of the proposed amendment shall have been given at the previous general meeting.

SECTION 13.3. Amendments to the Bylaws may be proposed by any Regular member (in good standing), or by the Bylaw Committee as a result of periodic reviews.

1. A motion to amend, properly seconded, may be offered at any general meeting as a written proposal, or as a general motion that will be later placed in writing by the Bylaw Committee.

2. The proposed amendment is read once at that open meeting, and is discussed under whatever limitations are deemed necessary by the President. A motion to further amend or modify an amendment shall be in order both at this first reading and/or at the time it is scheduled for final vote. Modification to an amendment requires approval by a majority of the members present and voting.

3. The proposed amendment, as modified, may not be finally adopted until a read a second time at a subsequent scheduled general meeting. By unanimous consent, multiple amendments may be considered in bloc.

4. Adopted amendments are effective immediately unless otherwise specified.

SECTION 13.4. At a minimum, the Board of Directors must ensure a revision of these Bylaws every five years.

SECTION 13.5. The Bylaws will be posted on the BOOSTERS’ website. A copy of the Bylaws, or any proposed amendment to the Bylaws, will be provided to any member upon request.

SECTION 13.6. These Bylaws are in effect since September 13, 1966 by a vote of the general membership.

1. Amended May 5, 1980 by vote of the general membership, Robert V. Farabaugh, President.

2. Amended December 6, 1982 by vote of general membership, Samuel P. McCutchen, President.

3. Revised and amended April 7, 1986 by vote of the general membership, Richard A. Frederick, President.

4. Revised and amended February 4, 2014 by vote of the general membership, Charlene Moore, President.