Part One — Proposed Amended and Restated Bylaws

PVHS Band Boosters, Inc. - Bylaws

Article I – Name

The name of this organization shall be the PVHS Band Boosters, Inc.

Article II – Purpose and Goal

The purpose of the PVHS Band Boosters (the “Band Boosters”) is to be a community service booster organization supporting the Ponte Vedra High School Band and the associated competitive ensembles, including Color Guard, Winter Guard, and Indoor Percussion, (the “Program”). The Boosters shall promote the interests of the students of the Program, by providing organizational, educational, and financial support in concert with the Band Director. This organization shall exclusively follow the charitable and educational purposes within the meaning of section 501(c)3 of the Internal Revenue Code as a non-profit organization.

The goal of the Band Boosters is to assist the Band Director in the operations of the Program as follows:

Financial

• Adopt an annual Program budget each year, in consultation with the Band Director, before or as soon as practicable after the start of the fiscal year
• Purchase items for the Program, and pay Program staff and designers, as requested by the Band Director, within the Board-approved budget and pursuant to the Financial Controls Policy (including its worker-classification and written-agreement requirements)
• No Officer, Director, employee, volunteer, committee, committee chair, or individual-position holder shall spend, or commit or purport to commit the corporation to spend, on any matter not within the Board-approved budget, without prior Board approval, except as authorized by Board policy. This is a limit on authority to commit the corporation, not merely a condition of reimbursement
• Notwithstanding the preceding limit, the President and the Treasurer, acting jointly and neither acting alone, may authorize an expenditure of up to $1,000.00 without prior Board approval where delay would materially jeopardize the safety of students or personnel, the property of the corporation or the Program, or the corporation’s essential operations. This authority is available only where Board action by written consent under Article VIII is not practicable in the time available. If the office of President or of Treasurer is vacant, or its holder is unavailable or disqualified as to the transaction, a Director designated in advance by Board resolution acts in that person’s place for purposes of this paragraph. Neither may exercise it as to a transaction in which that person, or a family member, has an interest within the meaning of Article XI, and it may not be used to authorize any expenditure these Bylaws otherwise prohibit. Each such expenditure, with the circumstances justifying it, shall be reported to the Board at its next meeting and recorded in the minutes
• A transaction shall not be divided into multiple purchases, orders, invoices, reimbursements, or payments for the purpose of bringing it below the threshold in this Article or below any approval threshold established by Board policy
• Conduct fundraising and sponsorship activities for the Program
• Provide quarterly financials to the Board and the Band Director

Booster Committees

• Establish and manage Booster Committees as permitted by these Bylaws
• Recruit member parents for the Committees and liaise with the Committee chairs and the Band Director
• Committees shall operate at the direction of the Booster Board and the Band Director

Athletic Boosters

• Act as liaison with Athletic Booster Board and feeder schools as needed

Event Assistance

• Assist the Band Director by organizing Program events and educational opportunities for students

Article III – Role of the Band Director

Program The Band Director, as an employee of the school district, shall make all educational, design, and implementation decisions for the Program, including engagement of staff, events, musical and visual choices, and rehearsals

Administration The Band Director, as an employee of the school district, shall liaise with the PVHS Principal, Athletic Director, and other school administration regarding all aspects of the Program

Relationship to the Board The Band Director’s authority over the Program is educational and artistic. The Board retains sole and non-delegable authority over the corporation’s funds, budget, internal controls, and legal compliance; approval of the budget and of expenditures is a fiduciary decision of the Board under section 617.0830, Florida Statutes. Any transaction in which the Band Director, a person engaged at the Band Director’s request, or a family member of either has a financial interest is subject to Article XI.

Article IV – Membership and Meetings

Program Year. The “Program year” is the corporation’s fiscal year stated in Article VI, July 1 through June 30.

Membership; Qualifications. A person is a member of the corporation for a Program year if, and only if, that person (a) is a parent or legal guardian of a student then enrolled in the Program; (b) has completed the corporation’s membership registration for that Program year; and (c) is a currently registered School District volunteer under the District’s Guidelines for School Support Organizations. Each of these is a continuing qualification. Membership is personal and not transferable, and confers one (1) vote regardless of the number of the member’s students enrolled in the Program.

Registration Is Ministerial. The corporation shall make membership registration available throughout the Program year to every person qualified under (a) and (c), shall process each registration promptly, and shall not decline, condition, or delay any registration except for failure to meet qualification (a) or (c). A declined registration shall be declined in writing, stating the qualification not met, and every declination shall be reported to the Board. Completing registration is not conditioned on payment of dues or of any other charge under Article XIII.

Term of Membership; Expiration. Membership is for the Program year and expires at the end of that year unless renewed by completing registration for the following year. Membership likewise ends when a continuing qualification fails — when the member’s student is no longer enrolled in the Program, or when the member’s School District volunteer registration lapses, is withdrawn, or is denied. Expiration at the end of a Program year and cessation upon failure of a continuing qualification occur by the terms of this Article, by expiration or failure of qualification rather than by action of the corporation against the member. Section 617.0607, Florida Statutes, governs any expulsion or suspension of a member for cause during a Program year; any such action shall be taken pursuant to a procedure that is fair and reasonable and carried out in good faith, on written notice given as that section requires.

Members’ Obligations. When participating in the corporation’s activities or present on school property for them, members shall comply with applicable school rules, District requirements, and the corporation’s policies. This paragraph is not a ground for expulsion or suspension of a member, or for declining a registration, by reason of a member’s expression of views concerning the corporation, the Program, the school, or the District.

Record of Members; Record Date. The record of members required by section 617.1601(3), Florida Statutes, shall be maintained under the direction of the Secretary with assistance as delegated by the Board. For purposes of determining the members entitled to notice of and to vote at any meeting, and for computing any number or percentage of members under these Bylaws — including the quorum under this Article, the two-thirds (2/3) vote required by Article IX, and every ten percent (10%) threshold — the record of members as of the date notice of the meeting is given controls. For member action by written consent under this Article, the record of members as of the date of the earliest-dated consent controls. A person who is a member as of the applicable record date remains entitled to notice, to vote at that meeting, and to sign or revoke a consent in that action, notwithstanding a later expiration or failure of a qualification, unless expelled for cause before voting.

Annual Meeting. The General Meeting held each Spring Semester is the annual meeting of the members. At the annual meeting, the members shall elect the Officers (who serve as Directors under Article VIII) and the At-Large Directors provided for in Article VIII, and may transact any other proper business.

General Meetings. General Meetings of the members shall be held at least quarterly, on campus, by remote means, or both. Notice of each General Meeting, stating the date, time, and place, and whether remote participation will be offered, shall be given to members at least seven (7) days before the meeting; if remote participation is offered, the specific technical instructions for remote access may be provided to members separately, before the meeting, and need not accompany the notice itself. Notice of the annual meeting shall be given at least fourteen (14) days before the meeting and shall state that Officers and At-Large Directors will be elected. The President shall conduct all General Meetings according to Robert’s Rules of Order.

Quorum of Members. Members holding five percent (5%) of the votes entitled to be cast — whether present in person, present by remote participation, represented by a proxy valid under this Article, or voting by an absentee ballot properly submitted under this Article — constitute a quorum at any meeting of the members.

Voting. Each member has one (1) vote. If authorized by the Board, members may participate and vote remotely, provided the corporation implements reasonable measures to verify that each person deemed present and voting is a member and to give members a reasonable opportunity to participate and vote, consistent with section 617.0721, Florida Statutes. If authorized by the Board, any vote of the members — at the annual meeting, a General Meeting, or a special meeting — may be conducted in whole or in part by verified electronic ballot, subject to the identity-verification and recordkeeping measures of the Electronic Governance Policy.

Proxies. A member may vote by proxy only as follows: the proxy is in writing, which may be in electronic form, and is signed or electronically authenticated by the member; the proxy holder is another member; the proxy identifies the specific matters to be voted on, as described in the notice of the meeting, and directs how the holder shall vote on each — a proxy granting the holder general or undirected voting discretion is not valid; no member may hold more than one (1) proxy in addition to that member’s own vote; and the proxy is valid only for the meeting, and any adjournment of that meeting, for which it is executed, notwithstanding the longer default validity period in section 617.0721, Florida Statutes. A proxy is revocable at any time before it is voted, including by the member attending and voting in person or electronically.

Absentee Electronic Ballots. For any matter described with reasonable specificity in the notice of a meeting — including a proposed bylaws amendment under Article IX — a member may cast an absentee ballot electronically before the meeting, by the method and deadline the Board authorizes and states in or with the notice. An absentee ballot properly submitted is counted as a vote cast at the meeting for all purposes under these Bylaws, including quorum and any vote-count requirement. A member who casts an absentee ballot on a matter and later attends the meeting and votes on that same matter in person or electronically is treated as having revoked the absentee ballot as to that matter, and the later vote controls. At any meeting, business not described in the notice of the meeting may be transacted only if a quorum is present without counting absentee ballots.

Action Without a Meeting. Any action that may be taken at a meeting of the members may be taken without a meeting by written consent of the members as provided in section 617.0701(4), Florida Statutes. Consents may be signed electronically. All consents must be signed and delivered to the corporation within ninety (90) days after the date of the earliest-dated consent; a consent is revocable until consents sufficient to authorize the action have been delivered; and all consents shall be filed with the minutes.

Special Meetings of Members. Special meetings of the members may be called by the Board or the President, and shall be called upon the signed, dated, written demand of members holding at least ten percent (10%) of the votes entitled to be cast on any issue proposed to be considered, as provided in section 617.0701(3), Florida Statutes. Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting.

Board Meetings. Meetings of the Board of Directors (formerly “Officers Meetings”) are governed by Article VIII.

Minutes. Minutes of all meetings of the members shall be kept by the Secretary or another attending Officer, reviewed and approved at the next meeting, and published to the members. Minutes of Board meetings shall be kept and shall be made available to members as provided by sections 617.1601 and 617.1602, Florida Statutes.

Article V – Officers and Directors; Election; Term; Removal; Vacancies; Compensation

Officers. The Officers shall be the President, Vice President of Fundraising, Vice President of Operations, Treasurer, and Secretary. These five positions are the corporation’s only officers for purposes of section 617.0844, Florida Statutes; committee chairs and other volunteers are not officers of the corporation. Each Officer serves as a Director under Article VIII. Each Officer must be a member of the corporation when elected or appointed and throughout his or her term, and must be, and remain throughout his or her term, a registered School District volunteer; provided that an Officer whose membership ends during the term solely because his or her student completes or leaves the Program continues to serve until the end of the term. No person may hold more than one Officer position at the same time. No two persons who are related to each other or who reside in the same household may simultaneously hold the offices of President and Treasurer, or serve together as the two required signers on any account of the corporation.

Election and Term. Officers are elected by the members at the annual meeting each Spring Semester for the next fiscal year. Members may nominate themselves or other members; the Board shall solicit nominations from the membership in advance of the annual meeting and present the resulting slate of candidates. Voting shall be by ballot or by hand vote, or, if authorized by the Board, by verified electronic ballot as provided in Article IV. Officers serve a one (1) year term, with a limitation of two (2) consecutive terms in the same office. After one (1) year during which a person has not held that office, the person is again eligible for election to it. Service for less than half of a term, whether by election to fill a vacancy or otherwise, does not count as a term for purposes of this limitation. Nothing in this paragraph limits a person’s eligibility for election to a different office. Each Officer continues to serve until his or her successor is elected and takes office, or until his or her earlier resignation, removal, or death; holdover service pending a successor does not count as an additional term for purposes of the limitation above. An Officer position for which no candidate is elected at the annual meeting is a vacancy fillable under this Article.

Resignation. An Officer may resign at any time by written notice to the President or the Secretary.

Removal by Members. An Officer (and thereby Director) may be removed from office, with or without cause, by the members, by a vote of two-thirds (2/3) of the votes cast at a meeting of the members at which a quorum is present, provided that the meeting notice states that removal of the named individual will be considered. A separate vote is required for each individual whose removal is sought.

Removal by the Board. The Board may also remove an Officer (and thereby Director) from office before the end of the Officer’s term, for cause, by the affirmative vote of at least two-thirds (2/3) of the Directors then in office excluding the Director whose removal is sought — that Director neither votes nor counts toward the two-thirds denominator. “Cause” means a material breach of fiduciary duty, financial misconduct or misappropriation of corporate funds or property, a willful violation of law materially harming the corporation, or a material and uncured breach of these Bylaws or of a Board-adopted policy. The Director sought to be removed shall receive written notice of the specific grounds at least forty-eight (48) hours before the Board votes and shall have an opportunity to be heard by the Board before the vote. Within thirty (30) days after a removal under this paragraph, the removed person — whose sole written demand suffices for this purpose, notwithstanding the ten percent (10%) requirement of Article IV — or members holding at least ten percent (10%) of the votes entitled to be cast under Article IV, may demand a special meeting of the members, which the Board shall call under Article IV, to ratify or reverse the Board’s decision; the removal remains in effect unless and until the members vote to reverse it.

Suspension. Pending a final determination under this Article, the Board may, by majority vote of the Directors other than the Officer concerned and any Director with a material interest in the matter within the meaning of Article XI, immediately suspend an Officer’s authority — including signing authority and access to corporate accounts and credentials — upon a reasonable, good-faith belief that cause for removal, as defined above, exists. Suspension does not remove the person from office or vacate the Director seat, does not limit the person’s inspection rights as a Director under section 617.16051, Florida Statutes, and shall be reported to the members promptly. A suspension expires forty-five (45) days after it is imposed unless, before it expires, the Board has voted on removal under this Article or a meeting of the members has been noticed to consider removal; an expired suspension may not be reimposed on the same grounds except by vote of the members.

Effect of Removal. A person removed from office under either paragraph above is not eligible for election, or for appointment to fill any vacancy in any Officer or At-Large position, until the next annual meeting, and shall deliver all records and property of the corporation in his or her possession to the Board within seventy-two (72) hours after removal, as provided in section 617.0808, Florida Statutes.

Vacancies. A vacancy in any Officer position, however arising, may be filled by majority vote of the remaining Directors, even if the remaining Directors constitute less than a quorum of the Board. A person elected to fill a vacancy serves until the next annual meeting at which Officers are elected, holds the office with all of its authority and duties, and is an elected Officer for all purposes of these Bylaws and of Board policies.

No Compensation. Officers shall not be compensated by the PVHS Band Boosters, nor shall they receive any gratuities, perquisites, or gifts from proposed or current vendors during their term as an officer.

Article VI – Officers’ Duties; Fiscal Year

President: Preside over all meetings of the members and of the Board. Serve as the corporation’s principal executive officer. Organize projects with the Board and the Band Director. Execute contracts and other instruments on behalf of the corporation. Only the President, or another Officer designated by Board resolution either for a specified matter or for a stated period, may execute a contract or other instrument binding the corporation. No other Officer, Director, committee chair, committee member, or volunteer has actual authority to bind the corporation, and no person shall represent to any third party that he or she holds such authority. Board approval of the annual budget constitutes the Board’s approval of commitments within it, and no separate Board vote is required to execute them; a commitment not within the Board-approved budget requires prior Board approval as provided in Article II. This paragraph governs authority to commit the corporation; the execution and signing of payments is separately governed by the Financial Controls Policy. Obtain approval for all Booster projects from appropriate authorities.

Vice Presidents: Assist the President on all projects. In the absence, incapacity, or disqualification of the President, or while the office is vacant, the Vice President of Fundraising — or, if unavailable, the Vice President of Operations, then the Treasurer, then the Secretary — presides at meetings and performs the President’s duties, except that authority to execute contracts passes only by Board designation as provided under the President’s duties above. The Vice President of Fundraising leads fundraising and sponsorship activities consistent with Board policy. The Vice President of Operations leads logistics, props, equipment, and event operations.

Secretary: Record and distribute all meeting minutes. Give required notices of meetings. Maintain the corporate records required by section 617.1601, Florida Statutes, including the articles, bylaws, minutes, written consents, and the list of current Directors and Officers.

Treasurer: Manage and account for all monies collected and spent. Maintain accounting records in a form that permits preparation of the corporation’s financial statements as required by sections 617.1601(2) and 617.1605, Florida Statutes. Present quarterly financials to the Board and to the Band Director. Coordinate the corporation’s annual filings, including the IRS Form 990 series return, the Florida Department of State annual report, and any registration required under the Florida Solicitation of Contributions Act (chapter 496, Florida Statutes). Implement the Financial Controls Policy adopted by the Board.

Fiscal Year. The fiscal year of the corporation begins July 1 and ends June 30.

Article VII – Committees and Individual Positions

Establishment. The Board may establish committees and individual positions as needed for the oversight and conduct of specific Program activities and administrative functions. The Board may by resolution designate the specific committees and individual positions, their duties, and — where a committee’s function corresponds to an Officer’s Article VI duties — the Officer who chairs it. Committee chairs and individual-position holders are not Officers or Directors of the corporation under Article V.

Chairs and Reporting. Each committee shall have a chair. Each committee chair and each individual-position holder shall serve at the direction of, and report to, a Director designated by the Board, and, on Program matters, in coordination with the Band Director as provided in Article III.

Membership; Continuity. Committees and individual positions may be filled by any member of the corporation and, where the Board approves, by another registered School District volunteer who is not a member — for example, an alumni parent. The Board may create, combine, rename, or discontinue committees and individual positions by resolution as circumstances require, without amendment of these Bylaws. The Board’s current committee and position roster, duties, and chair assignments are maintained in the Committees and Individual Positions Policy.

Restrictions Apply Equally. Committee chairs, committee members, and individual-position holders are subject to the same restrictions as Officers under Article V’s prohibition on compensation and vendor gratuities, and to Article XI’s conflict-of-interest disclosure, recusal, and documentation requirements.

Article VIII – Board of Directors

Establishment and Composition. The affairs of the PVHS Band Boosters shall be managed under the direction of a Board of Directors (the “Board”). The Board consists of the persons elected to the five Officer positions named in Article V, each of whom serves as a Director by virtue of election to that office, together with any At-Large Directors elected under this Article. References elsewhere in these Bylaws or in prior records to the “Booster Board” mean the Board of Directors.

Band Director; Advisory Role. The Band Director serves as a non-voting advisor to the Board. The Band Director is not a Director or an Officer of the corporation, does not count toward a quorum, and does not vote. The Board shall seek, and give substantial weight to, the Band Director’s guidance on all Program matters as provided in Article III.

Number. The number of Directors is five (5) if no At-Large position is filled, six (6) if one is filled, and seven (7) if both are filled. The corporation shall at all times have at least three (3) Directors, as required of a 501(c)(3) corporation by section 617.0803, Florida Statutes.

At-Large Directors; Election. In addition to the five Officer-Directors, the Board may include up to two (2) At-Large Directors. Both At-Large positions shall be placed on the ballot at each annual meeting and are filled only by election of the members; the Board shall solicit nominations for them from the membership in advance of the annual meeting on the same basis as Article V provides for Officer nominations. An At-Large position for which no candidate is elected is not a vacancy within the meaning of Article V and shall not be filled by the Board; the position simply remains unfilled for that year and the number of Directors is reduced accordingly. If an At-Large Director resigns, is removed, or otherwise ceases to serve during a term, that position likewise remains unfilled until the next annual meeting and shall not be filled by the Board.

At-Large Directors; Qualifications, Role, and Term. An At-Large Director must be, and must remain throughout his or her term, both a member of the corporation and a registered School District volunteer, subject to the same end-of-Program continuation rule that Article V provides for Officers. An At-Large Director’s term begins and ends when the terms of the Officers elected at the same annual meeting begin and end. An At-Large Director holds no Officer position and no operational portfolio, and participates fully in Board deliberation, oversight, financial review, planning, and voting, with the same fiduciary duties, rights of access to corporate records, and standards of conduct as every other Director. An At-Large Director shall not be compensated by the corporation and shall not accept gratuities, perquisites, or gifts from proposed or current vendors, on the same terms Article V provides for Officers. An At-Large Director serves a one (1) year term, with the same limitation on consecutive terms that Article V places on Officers, and continues to serve until a successor is elected and takes office or until his or her earlier resignation, removal, or death.

At-Large Directors; Removal. An At-Large Director may be removed by the members on the same vote, notice, and separate-vote requirements that Article V provides for removal of an Officer by the members. The Board may also remove an At-Large Director for cause, by the same vote, definition of “cause,” advance written notice, and opportunity to be heard that Article V provides for removal of an Officer by the Board. A removal of an At-Large Director by the Board shall be submitted to the members for ratification at the next meeting of the members, automatically and without any demand being required, and the notice of that meeting shall state that the ratification will be considered; the removal remains in effect unless and until the members vote to reverse it. This automatic referral is in addition to, and does not limit, the right of the removed person or of members holding ten percent (10%) of the votes entitled to be cast to demand a special meeting as Article V provides.

Quorum and Voting. For purposes of section 617.0824(1), Florida Statutes, the number of Directors prescribed by these Bylaws is five (5), plus the number of At-Large positions then filled. A majority of that number constitutes a quorum. The affirmative vote of a majority of the Directors present at a meeting at which a quorum exists is the act of the Board, except where these Bylaws require a greater vote.

Meetings and Notice. The Board shall meet at least quarterly. Regular meetings may be held according to a schedule adopted annually by the Board, in which case no further notice is required. If the Board has not adopted such a schedule, or for any regular meeting not covered by it, at least two (2) days’ notice of the date, time, and place shall be given to each Director — notwithstanding the default under section 617.0820(5), Florida Statutes, that regular board meetings may otherwise be held without notice of the date, time, place, or purpose. Special meetings of the Board may be called by the President, or by twenty percent (20%) of the Directors then in office as section 617.0820(3), Florida Statutes, provides, on at least two (2) days’ notice of the date, time, and place. Directors may participate in any meeting by any means of communication by which all participants may simultaneously hear one another, and participation by such means constitutes presence in person.

Action Without a Meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is set out in a written consent, which may be signed electronically, describing the action taken and signed by Directors constituting a majority of the Directors then in office — notwithstanding the default under section 617.0821, Florida Statutes, that such action otherwise requires the consent of all Directors. The consent is effective when signed and delivered to the corporation, through the Secretary, by Directors holding that majority, and shall be filed with the minutes. A Director may revoke his or her consent by a revocation signed by that Director and delivered to the corporation before consents sufficient to take the action have been delivered.

Attendance. Whether an absence is excused is determined by majority vote of the Board, with the affected Director not voting. Where an At-Large Director has been absent without excuse from three (3) consecutive regular Board meetings, the Board may declare that seat vacant by majority vote of the Directors then in office, after written notice to that Director and an opportunity to be heard by the Board; the declaration shall be submitted to the members for ratification on the same automatic basis, and subject to the same demand rights, as a removal for cause under this Article, and the seat remains vacant unless and until the members vote to reverse the declaration. For an Officer-Director, absence without excuse from three (3) consecutive regular Board meetings constitutes cause for removal, and the seat may be vacated only by removal of the Officer under Article V with all of that Article’s vote, notice, hearing, and member-demand requirements — this paragraph is not an independent power to remove an Officer.

Standards of Conduct; Reliance. Directors shall discharge their duties in accordance with section 617.0830, Florida Statutes, and Officers in accordance with section 617.0844, Florida Statutes, including an Officer’s duty to inform the Board of material information and of any actual or probable material violation of law or material breach of duty. Directors and Officers may rely on information, opinions, reports, and statements as permitted by those sections.

Directors and Officers List. The Secretary shall maintain the list of the corporation’s current Directors and Officers and their addresses required by section 617.1601(1)(f), Florida Statutes.

Article IX – Amendments

These Bylaws may be amended (a) at any meeting of the members by a vote of two-thirds (2/3) of the votes cast at a meeting at which a quorum is present, provided that the proposed amendment is first presented to the Board for review — a requirement satisfied in any event thirty (30) days after presentation, whether or not the Board has acted — and that notice of the vote, including the text or an accurate summary of the amendment, is given to members at least fourteen (14) days before the meeting; or (b) by written consent of the members as provided in section 617.0701(4), Florida Statutes; an amendment proposed under (b) shall be delivered to the Board when first circulated for signature, but Board review is not a precondition to action under (b). The Board may adopt, amend, and repeal policies of the corporation consistent with these Bylaws without member action.

Limitation on Amendments. No amendment to these Bylaws shall be adopted that conflicts with the Articles of Incorporation, applicable federal or Florida law, the requirements applicable to organizations exempt under section 501(c)(3) of the Internal Revenue Code, or the School District requirements then applicable to school support organizations. The Board’s review of a proposed amendment under this Article shall include consideration of this paragraph. A subsequent change in School District requirements does not invalidate an amendment that conformed to those requirements when it was adopted; in that event the corporation’s obligation is to conform as Article XVI provides.

Article X – Dissolution

Upon the dissolution of the corporation, after payment or provision for payment of all liabilities of the corporation, all remaining assets shall be distributed exclusively for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, to one or more organizations then qualifying as exempt under section 501(c)(3), or to the federal government, or to a state or local government, for a public purpose, as determined in accordance with applicable law and the Articles of Incorporation. Any assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as that Court shall determine, which are organized and operated exclusively for such purposes.

No assets shall be distributed to any member, Director, Officer, employee, or private individual.

Article XI – Conflicts of Interest

Policy. Conflicts of interest are not inherently prohibited, but they must be disclosed and managed as this Article and section 617.0832, Florida Statutes, provide. Directors, Officers, committee chairs, committee members, and individual-position holders owe their loyalty in Booster matters to the corporation and the Program as a whole.

Definitions. “Conflict-of-interest transaction,” “material interest,” “material relationship,” “qualified director,” and “family member” have the meanings given in sections 617.0143 and 617.0832, Florida Statutes.

Procedure. Before the corporation enters into any transaction in which a Director, an Officer, a committee chair, a committee member, an individual-position holder, the Band Director, or a family member of any of them has a direct or indirect material interest:

1. The interested person shall disclose to the Board all material facts of the transaction and of his or her interest;
2. The interested person shall recuse himself or herself from Board deliberation and from the vote, and — where the interested person serves on a committee or holds an individual position involved in the transaction — from the committee’s evaluation, selection, and recommendation as well (recusal from the vote is mandatory; the Board may invite the interested person to answer questions before deliberation);
3. The Board shall obtain and retain written comparability information where reasonably available (competing quotes, market pricing, or comparable arrangements); and
4. The transaction must be authorized by the affirmative vote of a majority of the qualified directors, even if the qualified directors are fewer than a quorum, provided that a transaction may not be authorized under this Article by a single director. If fewer than two (2) qualified directors exist with respect to a transaction, the transaction may instead be authorized by the affirmative vote of a majority of the votes cast by disinterested members at a meeting of the members at which a quorum is present, on the same disclosure and documentation, as section 617.0832, Florida Statutes, permits.

The disclosure, the recusal, the comparability information, and the vote shall be recorded in the minutes.

Annual Disclosure. Each Director, Officer, committee chair, and individual-position holder shall complete the annual disclosure statement provided in the Conflict of Interest Policy adopted by the Board, at the start of each term and upon any material change. Ordinary committee members are not required to sign the annual statement, but remain bound by the Procedure above whenever they are party to, or aware of, a transaction in which they have a material interest.

Prohibited Regardless of Disclosure. The corporation shall not make loans to its Directors or Officers (section 617.0833, Florida Statutes). Officers, Directors, committee chairs, committee members, and individual-position holders shall not accept gratuities, perquisites, or gifts from proposed or current vendors (Article V).

Effect. A transaction authorized in conformity with this Article and section 617.0832, Florida Statutes, is not void or voidable by reason of the interest, and the interest is not grounds for sanction, as provided by that section.

Article XII – Indemnification; Advancement of Expenses; Insurance

Indemnification. The corporation shall indemnify each current and former Director and Officer, and may indemnify employees and agents, to the fullest extent permitted by section 617.0831, Florida Statutes, and sections 607.0850–607.0859, Florida Statutes, against liabilities and expenses (including attorney fees) incurred by reason of service in that capacity.

Advancement. The corporation shall advance the reasonable expenses (including attorney fees) incurred by a Director or Officer who is a party to a proceeding by reason of that service, in advance of final disposition, upon receipt of (a) a written affirmation of the person’s good-faith belief that he or she has met the applicable standard of conduct, and (b) a written undertaking to repay the advance if it is ultimately determined that the person is not entitled to indemnification. The undertaking need not be secured and shall be accepted without reference to the person’s ability to repay.

Determinations. Determinations and authorizations required in connection with indemnification or advancement shall be made as provided by law, including by qualified directors within the meaning of section 617.0143, Florida Statutes, or, where no such determination is possible, by any other means the law permits.

Insurance. The Board shall obtain and maintain directors’ and officers’ liability insurance where available at reasonable cost — and, if in a given year the Board determines it is not, shall record that determination in the minutes and notify the members — and shall obtain and maintain general liability insurance naming the School Board of St. Johns County as an additional insured with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate as required by the District’s Guidelines for School Support Organizations — or, if in a given year the Board determines not to carry general liability insurance, the corporation shall annually notify each member of that fact as those Guidelines require. The Board may obtain other insurance it determines reasonable and shall review all coverage annually.

Statutory Immunity Preserved. The rights under this Article are in addition to, and do not replace, the immunity that section 617.0834, Florida Statutes, affords Directors and uncompensated Officers of the corporation. That immunity depends on the prohibition on compensation and on vendor gratuities in Article V, which applies equally to At-Large Directors under Article VIII.

Nature of Rights. The rights under this Article are contract rights, are not exclusive of other rights, continue after service ends, and inure to heirs and personal representatives. No amendment or repeal of this Article reduces the rights of any person with respect to acts or omissions occurring before the amendment or repeal.

Article XIII – Dues; Program Fees; Charges for Booster-Provided Goods and Services

Three Distinct Charges. The corporation may impose three distinct kinds of charge. The Board shall set, state, budget, and account for them separately, and shall not combine them into a single undifferentiated amount:

1. Membership dues — a charge for membership in the corporation for a Program year.
2. Program fees — a mandatory charge on the families of students enrolled in the Program, to fund the Program as a whole.
3. Charges for Booster-provided goods and services — a charge for a discrete good or service the corporation itself purchases and furnishes, such as a chartered trip, a meal plan, or a spirit package.

Authorization; Board Sets Amounts. These Bylaws authorize the corporation to levy dues, assessments, and fees on its members, as section 617.0604(2), Florida Statutes, requires the articles of incorporation or the bylaws to do. As permitted by section 617.0604(3), Florida Statutes, the Board shall fix the amount, categories, and method of collection of each charge by resolution not less than annually, stating each separately. Each charge shall be imposed on the same basis on all similarly situated persons. As used in these Bylaws and in section 617.0604, Florida Statutes, “assessments” refers to the Program fees described in this Article.

“Family” Defined; Who Owes. The “family” of a student means the student’s parents and legal guardians. A charge under this Article is the obligation of the parent(s) or guardian(s) of the student who are members, jointly and severally where more than one, and written notice to one of them is notice to the family. Because section 617.0604, Florida Statutes, authorizes the corporation to levy dues, assessments, and fees on its members only, nothing in this Article imposes a levy on a person who is not a member; where no parent or guardian of a student is a member, the corporation may impose an equivalent charge only by the written agreement of a parent or guardian — obtained, for example, at Program registration — and such a charge is enforceable as a contract on the same terms, and with the same student protections, as this Article provides.

Charges Do Not Gate Membership or Governance Rights. Membership is determined solely by Article IV. Nonpayment of any charge under this Article does not terminate or suspend membership, does not disqualify a person from voting, from nomination, or from serving as an Officer or Director, and does not affect any right of a member that the corporation may not limit under chapter 617, Florida Statutes.

Program Fees: Enforceable as Debt, Never a Condition of Participation. A Program fee is a mandatory obligation of the family charged and is enforceable as a debt owed to the corporation. It is not a condition of a student’s participation in the Program. The corporation has no authority to exclude a student from, or limit a student’s participation in, a school-sponsored activity, and shall not condition — or request that the school, the Band Director, or any District employee condition — a student’s participation, placement, casting, audition, travel with the ensemble, or receipt of any school-provided benefit on payment of any charge under this Article.

Booster-Provided Goods and Services. Where a charge is for a discrete good or service the corporation itself purchases and furnishes, the corporation may withhold that good or service from a family that has not paid for it, because withholding the corporation’s own goods does not exclude a student from the Program. The Board shall identify such charges as such at the time it sets them. This paragraph does not permit withholding anything the school, the District, or the Program provides. Where the good or service is the only practical means by which a student can participate in a school-sponsored activity — including transportation the corporation has chartered for an ensemble trip — it shall not be withheld, and the hardship provisions below apply instead. Notwithstanding anything in this Article, no food or beverage at a Program event, no uniform or uniform component, no safety equipment, and no item worn or used by a student in performance shall be withheld from any student because of nonpayment.

No Fundraising Offset. No charge under this Article shall be reduced, credited, or offset by reference to the amount any individual member or family raised, solicited, or worked, as provided in Article XVII.

Hardship; No Exclusion. The Board shall adopt and publish hardship-waiver criteria applicable to every charge under this Article. No student shall be excluded from Program participation supported by the corporation, and no good or service shall be withheld under the paragraph above, solely because of a family’s demonstrated inability to pay.

Hardship Confidentiality. Hardship applications are received and decided by the President and the Treasurer acting jointly or, where either has a conflict, by the other together with a Director designated by the Board. Applications, decisions, and amounts are reported to the Board and recorded in the minutes only in anonymized form, and the identifying records are kept confidential by the Treasurer to the fullest extent sections 617.1601 and 617.1602, Florida Statutes, permit. A waiver benefiting the family of an Officer or Director additionally follows the Conflict of Interest Policy, with the record kept in the same anonymized manner to the extent the law allows.

Not School District Fees. Charges under this Article are obligations to the corporation and are separate from any fee established by the School District or the school. No Officer, Director, or volunteer shall represent that a charge under this Article is required by the School District or the school, unless the District has expressly authorized the corporation to collect that fee on the District’s behalf.

Not Charitable Contributions. No charge under this Article shall be acknowledged, receipted, or described as a charitable contribution, as provided in the Gift Acceptance and Sponsorship Policy and the Fundraising and Federal Tax Compliance Policy.

Enforcement. As section 617.0604(4), Florida Statutes, requires these Bylaws to provide, the corporation may enforce collection of an unpaid charge under this Article only by: written demand stating the amount and basis of the charge; withholding of Booster-provided goods and services strictly as this Article permits; referral of the unpaid balance to a collection agent, and only upon a Board vote specific to that account; and a civil action to collect the debt. Enforcement may be pursued only after written notice to the family and an opportunity to be heard by the Board or by a person the Board designates. No enforcement means other than the withholding this Article expressly permits shall affect a student’s standing, participation, or treatment in the Program. Any action terminating or suspending a membership is separately subject to section 617.0607, Florida Statutes, and to Article IV.

No Fines. The corporation does not levy fines or monetary penalties on its members. Nothing in this Article authorizes a fine or penalty within the meaning of section 617.0607, Florida Statutes; every charge under this Article is a payment for membership, for the Program, or for goods and services furnished, and is collected only as the preceding paragraph provides.

Article XIV – Corporate Records; Inspection; Financial Transparency

Records. The corporation shall maintain the records required by section 617.1601, Florida Statutes, including: the articles and bylaws as currently in effect; minutes of member meetings and records of member actions without a meeting for the past three (3) years; minutes and written actions of the Board and its committees; written communications to members generally, including financial statements, for the past three (3) years; the list of current Directors and Officers and their addresses; the most recent annual report filed with the Department of State; accurate accounting records; and the record of members.

Member Inspection. Member inspection demands shall be handled as provided in sections 617.1602 and 617.1603, Florida Statutes, and the Records Request Policy adopted by the Board. A member’s demand must give at least five (5) business days’ advance written notice, and the corporation shall permit inspection and copying within the time, and on the conditions, that sections 617.1602 and 617.1603, Florida Statutes, provide. The right of inspection granted by section 617.1602, Florida Statutes, may not be abolished or limited by these Bylaws, and nothing in these Bylaws shall be read to do so; the corporation may impose reasonable confidentiality and use restrictions, and may decline a demand not made in good faith or for a proper purpose, as that section permits.

Financial Statements. Within ninety (90) days after the end of each fiscal year, the Treasurer shall cause the corporation’s annual financial statements, including a year-end balance sheet and a statement of operations, to be posted on the corporation’s website or otherwise made generally available to members, as permitted by section 617.1605(3), Florida Statutes.

Financial Statements on Member Request. Separately from the posting above, on a member’s written request the corporation shall furnish its latest annual financial statements as section 617.1605, Florida Statutes, requires: if the statements have been prepared, within five (5) business days; if they have not, the corporation shall notify the member within five (5) business days and shall deliver the statements within sixty (60) days. Posting the statements on the corporation’s website satisfies this obligation, as section 617.1605(3), Florida Statutes, provides. The Treasurer shall calendar these deadlines. Section 617.1605(6), Florida Statutes, requires a court to award a member’s expenses, including reasonable attorney fees, where the corporation fails to comply.

Director Inspection. A Director may inspect and copy the corporation’s books, records, and documents at any reasonable time to the extent reasonably related to the performance of that Director’s duties, as section 617.16051, Florida Statutes, provides. This right belongs to the Director as a Director and is in addition to any right the Director holds as a member.

Membership List Protections. The membership list and member contact information may be used only as permitted by section 617.1602, Florida Statutes, and may not be used for commercial purposes or sold.

Article XV – Severability

If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

Article XVI – School District Relationship

Authorization. The corporation operates as a school support organization under the St. Johns County School District’s Guidelines for School Support Organizations and applicable School Board rules. The corporation shall follow the St. Johns County School District Guidelines in its use of the school’s name, logo, mascot, or trademark, and shall not hold itself out as affiliated with the school except as those Guidelines authorize.

Annual Submissions. The Treasurer, with the Secretary, shall submit to the Principal annually, and promptly upon any change: the current bylaws and any amendments; the annual budget; the list of Officers and Directors, of check signers, and of any debit or ATM card holders on the corporation’s bank accounts; the annual report on the District’s prescribed form; the corporation’s most recent annual report filed with the Florida Department of State; proof of liability insurance (or the alternative notification under Article XII); and the final bank statement for the period including June 30.

Monthly Submissions. Copies of the corporation’s bank statements and the treasurer’s report shall be provided to the Principal monthly, as the District’s Guidelines require; the Financial Controls Policy implements this obligation.

Status. The corporation is not a partner or agent of the School Board. The corporation shall not obligate or incur debt, directly or indirectly, in the name of the school, the School Board, or the District.

No Authority Over District Personnel or Instruction. Nothing in these Bylaws authorizes the corporation, the Board, any Officer, Director, committee, committee chair, or volunteer to direct, supervise, evaluate, discipline, hire, terminate, or otherwise control any employee of the School District, or to make any educational, curricular, instructional, disciplinary, or personnel decision reserved to the School District or the school. Support given by the corporation, and any charge, contribution, sponsorship, or volunteer service given to it, creates no right to influence a student’s placement, casting, audition result, assignment, or standing in the Program.

Staff and Designers Engaged by the Corporation. Program staff, designers, and other service providers whom the corporation compensates are not employees of the School District by reason of that engagement. The corporation’s authority as to them is limited to approving the written agreement required by the Financial Controls Policy, including rate, scope, and term; approving and making payment; classifying the worker and meeting the corporation’s resulting reporting and withholding obligations; and declining to renew or continue an engagement. Artistic, educational, and instructional direction of Program staff remains with the Band Director as provided in Article III. The corporation shall not use payment, non-payment, or the threat of either to influence any matter reserved to the Band Director or the School District. Because direction of the work may rest with the Band Director rather than with the corporation, the Treasurer’s worker-classification analysis under the Financial Controls Policy shall expressly address that fact.

Compliance. The corporation shall comply with applicable law, School Board rules, the District’s Guidelines, and the Principal’s instructions — including facility-use, fundraising-approval, beverage-vendor-exclusivity, and alcohol restrictions — and shall ensure that individuals with disabilities have equal access to participate in its activities and events.

Loss of Authorization. If the corporation’s authorization is revoked and not restored on appeal, the corporation shall amend its Articles of Incorporation and these Bylaws to change its name so as not to indicate any affiliation with the school, as the Guidelines require.

Article XVII – Fundraising; Use of Charitable Funds

Proceeds Are Corporate Funds. All money and property raised, solicited, donated, or earned in the corporation’s name are the corporation’s funds, held for its charitable and educational purposes, and applied to the Program as a whole.

No Individual Fundraising Credits. The corporation shall not credit fundraising proceeds to individual students, members, or families in proportion to their fundraising participation; shall not maintain individual student accounts funded by fundraising proceeds; and shall not reduce any individual member’s or family’s dues, Program fees, or charges for Booster-provided goods and services (including trip costs) under Article XIII by reference to the amount that member or family raised, solicited, or worked. The corporation may apply proceeds to the general Program budget so as to reduce charges uniformly for all similarly situated members, and may grant need-based waivers and scholarships under criteria published by the Board.

No Participation Requirement. No student’s participation in, or benefit from, the Program supported by the corporation shall be conditioned on that student’s family participating in fundraising, performing volunteer service, or making any payment in lieu of either.

Federal Tax Compliance. These provisions implement the requirement that the corporation be operated exclusively for exempt purposes and serve public rather than private interests. The Board shall adopt and maintain policies governing fundraising, unrelated business activity, information reporting, public disclosure, and games of chance, consistent with this Article.

Games of Chance. No raffle, drawing, or other game of chance shall be conducted in the corporation’s name, with its funds, or at its events, except on prior written approval of the Board recorded in the minutes and in compliance with section 849.0935, Florida Statutes, and applicable federal reporting and withholding requirements.

Amendment. This Article may be amended only by the members in the manner provided in Article IX. No resolution or policy of the Board may vary its terms.

Article XVIII – Transition; Pre-Existing Matters

Effective Date; Supersession. These Amended and Restated Bylaws take effect upon adoption by the members and supersede all previous bylaws of the corporation. Officers and Directors in office on the effective date continue in office for the remainder of their terms, and actions validly taken under the previous bylaws remain valid.

Corporate Obligations Remain the Corporation’s. The obligations, liabilities, and commitments of the corporation are the corporation’s own. They do not become the personal obligations of any member, Director, or Officer by reason of that person’s service, and the corporation shall not seek to shift them to any individual on that basis.

No Personal Responsibility for Pre-Service Matters. A Director or Officer is not personally responsible to the corporation for any act, omission, transaction, obligation, liability, or other matter arising before the date on which that person commenced service in that capacity, solely by reason of subsequently serving in that capacity.

Duty on Discovery. Each Director and Officer shall act in good faith and in the best interests of the corporation with respect to matters arising during his or her service. Upon becoming aware of any pre-existing matter that may create legal, financial, tax, regulatory, contractual, or other liability for the corporation, the Director or Officer shall promptly bring the matter to the attention of the Board and, where appropriate, to the corporation’s legal, accounting, insurance, or other professional advisors. This duty is continuing, and a failure to discharge it is an act or omission occurring during that person’s own service.

No Limitation of Liability Imposed by Law. This Article does not alter, limit, or waive any duty or liability imposed by applicable federal or Florida law, and confers no protection that law does not permit. Nothing in this Article relieves any person of liability arising from that person’s own acts or omissions during his or her service, or from conduct for which indemnification or limitation of liability is prohibited by law. Certain federal and state tax liabilities may attach to an individual personally notwithstanding this Article and notwithstanding any state-law immunity; the Financial Controls Policy identifies them and no one should read this Article as displacing them.