ARTICLE I – NAME The name of the not-for-profit corporation/organization shall be the CHS Performing Arts Booster Club, Inc. 
ARTICLE II – PURPOSE The purpose of this not-for-profit parent-run booster club exists to support, promote, and enhance Carmel High School (in Putnam County, NY) performing arts programs through fundraising and volunteerism for the benefit of participating students. For purposes of the club, CHS performing arts programs include musical theater, drama, band, orchestra, and chorus.The CHS Performing Arts Booster Club is organized exclusively for charitable and educational purposes, including, for such purpose, the making of distributions to organizations qualifying as an exempt organization from Federal income tax under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code. The philosophy of the organization is to support the educational endeavors of the performing arts student body. This is based on the premise that all decisions will be always made with the best interest of the students in mind.Fundraising profits and contributions are to be used to defray the costs of performing arts activities. No part of earnings of the organization shall benefit any member, coordinator, director, officer of the organization or any private individual. No member, coordinator, director, officer, or private individual shall be entitled to share in the distribution of any assets upon dissolution of this organization. No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except the organization 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 the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other purpose not permitted to be carried on (a) by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any Federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future Federal tax code.Upon dissolution of this organization, all remaining assets and property shall be turned over to Carmel High School in Carmel NY to be held for use by the CHS Music Department. Distribution of said assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state of local government, for public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Section 1. CHS Performing Arts Booster Club shall support performing arts activities at Carmel High School. Section 2. CHS Performing Arts Booster Club shall help to raise funds for performing arts departmental activities and equipment not covered by school funds. Section 3. CHS Performing Arts Booster Club shall provide assistance at activities including volunteering to staff concessions stands, chaperone trips, and other duties where the director(s) might need assistance. 
ARTICLE III – MEMBERSHIP AND DUES Section 1. All parents of performing arts students and/or any individual of voting age who may want to participate in the organization are eligible for membership in the CHS Performing Arts Booster Club with full privileges thereof. Section 2. Membership shall be documented through inclusion of everyone’s name and contact information (i.e., name, address, phone, or email) on the CHS Performing Arts Booster Club general distribution list. Communications to membership shall be primarily via email. Section 3. No dues will be charged. 
ARTICLE IV – EXECUTIVE BOARD Section 1. The Executive Board shall consist of the duly elected officers described in ARTICLE V of these Bylaws, and the Performing Arts Advisor. The directors of the performing arts ensembles will act as consultants to the Executive Board. Section 2. Each member of the Executive Board shall have one vote and such voting may not be done by proxy. Section 3. Vacancies in any office shall be filled by vote of the majority of the remaining Executive Board members; such appointees to serve for the duration of the term of the individual being replaced or until the next regular election.
ARTICLE V – OFFICERS Section 1. The Officers of this organization shall be President, Vice President, Secretary and Treasurer. Section 2. Two or more offices may be held by one person, although the offices of Secretary and President cannot be held concurrently by the same person. The President may not serve concurrently as Vice President. 
ARTICLE VI – DUTIES OF THE OFFICERS Section 1. All officers of the organization shall be responsible and accountable for their acts as such to the membership. Section 2. The President, as Chief Executive Officer of the CHS Performing Arts Booster Club, shall preside at all meetings of the CHS Performing Arts Booster Club and of the Executive Board; shall call meetings as provided in these Bylaws; supervise the organization’s affairs and activities. a) The President may request estimated expenses from the Performing Arts Advisor for consideration in the annual budget process. Section 3. The Vice President shall assist the President in the performance of the duties of the office and shall preside at all meetings in the absence of the President. Section 4. The Secretary shall keep a permanent record of the minutes of the meetings and be custodian of all official records of the CHS Performing Arts Booster Club. The Secretary shall conduct all correspondence and shall read all correspondence at each meeting. The Secretary shall read meeting minutes as the first order of business at the next scheduled Regular meeting for immediate approval by members present. The Secretary shall also be responsible for releasing to the general public such information as can be publicly released, meeting notices and other publicity regarding upcoming events of the CHS Performing Arts Booster Club.Section 5. The Treasurer shall receive all monies of the CHS Performing Arts Booster Club; keep the books of the organization; and disburse funds at the direction of the Executive Board or general membership. The Treasurer shall report on the financial condition of the organization at each meeting and shall submit an annual financial report at the June meeting. Section 6. Any officer(s) wishing to resign shall submit a letter of resignation to the Executive Board fifteen (15) days prior to the next general membership meeting. Section 7. The Executive Board shall audit the treasurer’s books before the annual financial report is given. 
ARTICLE VII – ELECTIONS Section 1. At the regular June general membership meeting, election of officers for the following school year shall take place from members nominated or those members having so indicated a desire to hold an office.Section 2. To be eligible for election, the candidate(s) must be an active member. An “active” member is considered to be an individual who has attended at least four (4) CHS Performing Arts Booster Club activities (i.e., scheduled meetings and/or volunteered at CHS Performing Arts Booster Club supported events) during the twelve (12) months preceding the election.The Performing Arts Advisor may, at his/her discretion, waive this requirement. Section 3. The deadline for submission of nomination(s), or declaration of interest, shall be the general membership meeting preceding the June meeting. Section 4. Each candidate must submit to the CHS Performing Arts Advisor a written statement expressing a) why he/she is a good candidate for the position and b) relevant experience. This submission shall be no less than ten (10) calendar days prior to the election date. Section 5. Votes may be cast by any active members of the CHS Performing Arts Booster Club present at the June meeting; there will be no absentee ballots. Section 6. New officers shall assume their duties at the start of the new school year on July 1st. Section 7. The term of the office shall be for one (1) school year, July 1 through June 30. 
ARTICLE VIII – COMMITTEES Section 1. The President shall appoint all committee leaders deemed proper and necessary to fulfill the objective and purpose of this organization. Each committee leader shall select his or her own committee members. The leader shall inform the President of the progress of that committee, and at the conclusion of each project, shall submit to the general membership a final report. 
ARTICLE IX – MEETINGS Section 1. Regular Meetings – Regular meetings of the membership on such dates as may be set by the President or Vice President. Section 2. Special Meetings – Meetings of the Executive Board and special meetings of the membership may be called at the discretion of the President. Section 3. Notice of Meetings – Notice of all CHS Performing Arts Booster Club regular meetings shall be provided at least five (5) days before the meeting date. Notice shall be given either in writing, email, telephone, or website posting. Notice of special meetings shall be given to the Executive Board and general membership not less than three (3) days prior to such meeting, stating the time, purpose, and place of the meeting. Section 4. Quorum – A majority of members present shall constitute a quorum for the transaction of business at meetings.Section 5. Meetings by Conference Telephone or ZOOM – Any one of more members of the Executive Board or any committee thereof may participate in a meeting of the Executive Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Section 6. Order of Business – 1. Call to Order 2. Secretary’s report 3. Treasurer’s report 4. Correspondence 5. Publicity report 6. Committee reports 7. Unfinished Business/Old Business 8. New Business 9. Director’s report 10. Next meeting date 11. Adjournment Section 7. Mary’s Rules of Order shall govern all meetings when not inconsistent with these Bylaws. Section 8. Meetings of all committees shall be held as necessary for performance of the duties of each committee. Section 9. A plurality vote of the members of each committee present at a regularly called meeting shall be sufficient for transactions of business recognizing that all committee actions are subject to review by the Executive Board. 
ARTICLE X – DISBURSEMENT OF FUNDS Section 1. Requests for disbursement of CHS Performing Arts Booster Club funds shall be made in writing (i.e., email, hardcopy) to the President or Treasurer for presentation to the Executive Board for consideration. Submittal of expenses incurred for reimbursement without proper approval is strongly discouraged and may be subject to denial. Documentation of expenses (i.e., receipt with detailed noted) is required. Section 2. The Executive Board shall be limited to authorizing no more than two hundred and fifty dollars ($250.00) in a single disbursement for expenses related to a CHS Performing Arts Booster Club supported activity or event. Authorization shall be by consensus. Section 3. Disbursement of funds greater than two hundred and fifty dollars ($250.00) shall be made with consensus of the Executive Board followed by presentation of the request to, and simple majority vote by, the general membership present at a regular or special meeting of the CHS Performing Arts Booster Club. 
ARTICLE XII – INDEMNIFICATION Section 1. Indemnification - The CHS Performing Arts Booster Club may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she, his or her testator or intestate, was a board member, officer, employee, or agent of the CHS Performing Arts Booster Club, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Section 2. Insurance - The CHS Performing Arts Booster Club shall have the power to purchase and maintain insurance to indemnify the CHS Performing Arts Booster Club for any obligation which it incurs as a result of its indemnification of board members, officers, and employees pursuant to Section 1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 1 above.
ARTICLE XIII – CONFLICT OF INTEREST Section 1. Any potential conflict of interest which could result in a direct or indirect financial or personal benefit to a board member, officer or staff member must be disclosed on good faith or known to the Executive Board and must be resolved pursuant to the Conflict-of-Interest Policy adopted by the CHS Performing Arts Booster Club. ARTICLE XIV – AMENDMENTS Section 1. These Bylaws may be amended, altered, or repealed by the Executive Board by a two-thirds vote of the members present at any regular meeting providing notice of the proposed action has been given at the previous meeting. Any approved amendments to the Bylaws shall take effect immediately. 
ARTICLE XV – CONSTRUCTION Section 1. In the case of any conflict between the Certificate and these Bylaws, the Certificate of Incorporation shall control.