BY-LAWS OF THE WEST ORANGE HIGH SCHOOL MUSIC BOOSTERS

BY-LAWS OF THE
WEST ORANGE HIGH SCHOOL MUSIC BOOSTERS
A NEW JERSEY NON-PROFIT CORPORATION

The WEST ORANGE HIGH SCHOOL MUSIC BOOSTERS a New Jersey Non-Profit Corporation (the "Corporation"), is a Nonprofit Corporation organized under the New Jersey Nonprofit Corporation Act N.J.S. 15A:1- et. seq. (the “Act”) and in accordance with Section 501(c)(3) of the Internal Revenue Code. The Corporation hereby adopts these By-Laws.

ARTICLE 1
PURPOSE

1.1 The Corporation is organized exclusively for charitable and educational purposes that are permitted to nonprofit corporations organized under the Act, including helping provide for the financial needs of the music, instrumental and vocal groups at the West Orange High School (the “High School”), to assist such groups in their activities and to encourage student and adult interest in music.

ARTICLE 2

EXECUTIVE BOARD

2.1 The activities of the Corporation shall be managed by the Executive Board, who shall constitute the board of the Corporation, as defined in Section 15A:1-2 of the Act.
2.2 The Executive Board shall consist of not less than three (3) members.
2.3 The Members of the Executive Board shall be all of the Officers of the Corporation, the music faculty of the High School, the Chairmen of the Corporation’s Standing Committees and the Fine Arts Director for the Township of West Orange.
2.4 The Principal of the West Orange High School shall be an ex-officio member of the Executive Board.

ARTICLE 3
REGULAR MEETINGS OF THE EXECUTIVE BOARD
3.1 The Executive Board shall hold no less than two regular meetings per year at such times as determined by the President or by a majority of the Executive Board, not counting ex-officio members.
3.2 Notice of regular meetings of the Executive Board shall be given not less than ten (10) days prior to the meeting by posting notice of said meeting on the Corporation’s Website.
3.3 The notice shall specify the time and place of the meeting and shall be given to all members of the Executive Board.
3.4 In the event that at any given time the Corporation does not have a website, the notice, on the time-frame set forth above, shall be given in writing personally or by regular first-class mail, postage prepaid.
ARTICLE 4
SPECIAL MEETINGS OF THE EXECUTIVE BOARD

4.1 Special meetings of the Executive Board for any purpose or purposes may be called at any time by the President or by a majority of the Executive Board, not counting ex-officio members.
4.2 Notice of special meetings of the Executive Board shall be given not less than ten (10) days prior to the meeting by posting notice of said meeting on the Corporation’s Website.
4.3 The notice shall specify the time and place of the meeting and shall be given to all members of the Executive Board.
4.4 In the event that at any given time the Corporation does not have a website, the notice, on the time-frame set forth above, shall be given in writing personally or by regular first-class mail, postage prepaid.
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ARTICLE 5
QUORUM FOR MEETINGS OF THE EXECUTIVE BOARD

5.1 The greater of five (5) members of the Executive Board, or one-third (1/3) of the entire Board, shall constitute a quorum for the transaction of business at any regular or special meeting. The presence of an ex-officio member shall not count toward the presence of a quorum.
5.2 Except for ex-officio members, who shall have no vote, each member of the Executive Board shall be entitled to one vote on each matter brought to vote at any meeting.
5.3 Unless otherwise provided for in these By-Laws, the act of the majority of the Executive Board present and voting at a meeting at which a quorum is present shall be the act of the Executive Board.

ARTICLE 6
WAIVERS OF NOTICE OF MEETINGS OF THE EXECUTIVE BOARD AND NOTICE OF ADJOURNMENTS

6.1 Notice of a regular or special meeting of the Executive Board need not be given to any member of the Executive Board who signs a Waiver of Notice before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of Notice.
6.2 Notice of an adjourned regular or special meeting of the Executive Board need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten (10) days in any one adjournment.

ARTICLE 7
MEMBERS

7.1 Membership in the Corporation is open to any parent or guardian of a child who is participating in any music program at the High School and to all others interested in promoting music activities at the High School. The Corporation shall have one class of Members.
7.2 A Member shall be any one individual who is current in payment of annual dues.
7.3 Nothing shall prevent more than one parent or guardian of any child from becoming Members provided that each such parent or guardian pays dues separately.
7.4 Membership in the Corporation is not transferable.
7.5 The Corporation’s Recording secretary shall maintain a list of active Members, arranged alphabetically with each Members address, which list shall be produced and certified to at each regular or special meeting of the Members.
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ARTICLE 8
REGULAR MEETINGS OF THE MEMBERS

8.1 Regular meetings of the Members shall be held no less than two times per year and shall be held at the same time and place as are the regular meetings of the Executive Board.
8.2 Written notice of regular meetings of the Members shall be given by mail not less than ten (10) days, nor more than sixty (60) days prior to the meeting.
8.3 The notice shall specify the time and place of the meeting and shall be given to all Members.

ARTICLE 9
SPECIAL MEETINGS OF THE MEMBERS

9.1 Special meetings of the Members for any purpose or purposes may be called at any time by the President or by a majority of the Executive Board, not counting ex-officio members.
9.2 Notice of a special meetings of the Members shall be given not less than the (10) days, nor more than sixty (60) days before the date of the meeting either personally or by mail.
9.3 The notice shall specify the time, place and purpose of the special meeting and shall be given to all Members.

ARTICLE 9A
RECORD DATE FOR MEETINGS OF THE MEMBERS

9A.1 The record date for regular and special meetings of the Members shall be the date on which notice of the meeting is given pursuant to Article 8.2 or 9.2.
9A.2 A person who is not a Member as of the record date of any meeting shall not be entitled to notice of, or to vote at, any such meeting.

ARTICLE 10
QUORUM FOR MEETINGS OF THE MEMBERS

10.1 Ten (10) Members shall constitute a quorum for the transaction of business at any regular or special meeting of the Members.
10.2 Each Member shall be entitled to one vote on each matter brought to vote at any meeting.
10.3 Unless otherwise provided for in these By-Laws, the act of the majority of the Members present and voting at a meeting at which a quorum is present shall be the act of the Members.

ARTICLE 11
WAIVERS OF NOTICE OF MEETINGS OF THE MEMBERS AND NOTICE OF ADJOURNMENTS

11.1 Notice of a regular or special meeting of the Members need not be given to any Member who signs a Waiver of Notice before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of Notice.
11.2 Notice of an adjourned regular or special meeting of the Members need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten (10) days in any one adjournment.
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ARTICLE 12
OFFICERS

12.1 The Corporation shall have as its officers a President, Vice-President, Treasurer, Recording Secretary and Corresponding Secretary. The duties and authority of the Officers shall be determined from time to time by the Executive Board, and subject to any such determination, the Officers shall have the following duties and authority;
12.2 The President shall be Chief Executive Officer of the Corporation, shall have general charge and supervision over and responsibility for the affairs of the Corporation, and shall preside at all meetings of the Executive Board and the Members. Unless otherwise directed by the Executive Board, all other Officers shall be subject to the authority and the supervision of the President. The President shall have the general powers and duties of management usually vested in the office of President of a Corporation and, in addition, may take such other and further action as may be specifically authorized by the Executive Board.
12.3 The Vice President shall have duties and possess authority as may be delegated by the President and shall serve as President in the event that the President is absent or for any reason unable to serve.
12.4 In addition to the duties set forth in Article 13 of these By-Laws, the Treasurer shall have the custody of the funds and securities of the Corporation and shall keep or cause to be kept regular books of account for the Corporation. The Treasurer shall perform other duties and possess other powers that are incident to the office or that shall be assigned by the President or the Executive Board.
12.5 The Recording Secretary shall keep the books and records of the Corporation and shall cause to be kept the Minutes of all meetings. The Recording secretary shall have charge of the seal of the Corporation and shall perform other duties and possess powers as are incident to the office or as shall be assigned by the President or the Executive Board.
12.6 The Corresponding Secretary shall cause notices of all meetings to be served as provided for in these By-Laws and shall perform other duties and possess powers as are incident to the office or as shall be assigned by the President or the Executive Board.
12.7 No person may hold more than any one officer position at any one time.
12.8 All officers shall serve for one year terms, from June 1 to May 31 of each year, and until their successors are duly elected.
12.9 Officers shall be elected by the Members at a regular meeting. Prior to each annual election of officers, the President shall appoint a five (5) person nominating committee, which committee shall be comprised of two members of the Executive Committee and three of the Corporation’s Members. At the meeting at which officers are to be elected, the nominating committee shall present to the Members a slate of proposed officers. The Members may consider any or all of the officers proposed and, in addition, shall consider such other persons as may be nominated for any position.
12.10 The Executive Board shall fill any vacancy to any office. A person appointed to fill a vacancy shall serve for the remainder of the one-year term of office.
12.11 No person may serve as President for more than two consecutive one-year terms. There shall be no limit on a person serving non-consecutive terms.
12.12 A person who is not a Member may not serve as an officer.
12.13 No person under the age of eighteen may serve as an officer of the Corporation.

ARTICLE 13
FISCAL YEAR AND SPECIFIC DUTIES OF THE TREASURER

13.1 The Corporation’s fiscal year shall be from June 1 to May 31 of each year.
13.2 The Treasurer shall receive all funds of the Corporation, maintain custody of said funds and promptly deposit all funds in accounts in the name of the Corporation and as approved by the Executive Board. The Treasurer shall disburse funds as directed by the Executive Board.
13.3 The Treasurer shall maintain complete records of all transactions and shall provide a written report of all transactions at each meeting of the Executive Board.
13.4 The Treasurer shall maintain current records of all Student Accounts. 13.5 At the close of each fiscal year, the books and records of the Corporation shall be reconciled.
13.6 Within thirty (30) days of the end of each of the Corporation’s fiscal years, the Treasurer shall prepare or cause to be prepared a final yearly report showing all financial transactions of the Corporation for that fiscal year. A copy of the final yearly report shall be presented to the Executive Board and maintained by the Recording Secretary with the books and records of the Corporation and shall be made available to all Members.
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ARTICLE 14
COMMITTEES

14.1 The Executive Board may create Standing Committees and appoint members to such Committees as it deems to be appropriate. The Executive Board may, but need not, establish any number of the following as standing Committees:

(a) Publicity/ Newsletter.
(b) Music Awards Dinner.
(c) Fundraising.
(d) Membership.
(e) Refreshments.
(f) Concession Stand.
(g) Volunteers.
(h) Website.

14.2. Each Standing Committee shall have a Chairman and such other members as determined by the Executive Board.
14.3 The Executive Board shall appoint the Chairmen of the Standing Committees.
14.4 The Chairman of the Standing Committees shall serve one year terms, from June 1 to May 31 of each year, and until their successors are duly elected.
14.5 A person who is not a Member may not serve as the Chairman of any Standing Committee.

ARTICLE 15
COMPENSATION

15.1 Members of the Executive Board, Officers, and Committee Members shall receive no salary for their services as such. They may, however, be reimbursed for reasonable expenses incurred with approval of the Executive Board upon presentation of vouchers or receipts.

ARTICLE 16
PROHIBITED TRANSACTIONS

16.1 No member of the Executive Board, Officer or Committee Member may take any action of any type whatsoever which would jeopardize the status of the Corporation as a organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as supplemented or amended.

ARTICLE 17
BUDGET AND EXPENDITURES

17.1 The Executive Board shall approve an annual budget for the Corporation.
17.2 The Executive Board may amend the budget at a regular or special meeting.
17.3 Any two (2) Officers of the Corporation may approve disbursements of funds for items within the budget.
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ARTICLE 18
PURCHASES OF EQUIPMENT

18.1 All equipment purchased for any program shall be purchased in the name of and shall be the property of the High School.

ARTICLE 19
DUES

19.1 Annual dues to be paid by each Member shall be determined by the Executive Board; provided, however, that the annual dues may not exceed twenty-five ($25.00) dollars, except on a vote of eighty (80%) of the Executive Board present and voting at a meeting at which a quorum is present.

ARTICLE 20
AMENDMENTS

20.1 These By-Laws may be amended by a two-thirds vote of the Members at any regular or special meeting at which a quorum is present. Written notice of the proposed amendment shall be given not less than ten (10), nor more than sixty (60), days prior to the meeting at which the proposed amendment shall be voted on.

ARTICLE 21
FORCE AND EFFECT OF BY-LAWS

21.1 These By-Laws are subject to the provisions of the Act and the Corporation’s Certificate of Incorporation, as it may be amended from time to time. The provisions of the Act or of the Certificate of Incorporation shall govern in the event of any inconsistency.
21.2 These By-Laws shall be effective immediately and shall replace any and all By-Laws or Constitutions previously adopted by the Corporation.

ARTICLE 22
NOTICES

22.1 All written notices permitted or required to be given under these By-Laws shall be given by regular mail first class postage prepaid. In accordance with the provisions of Section 15A:1-9b of the Act, such written notices shall be deemed to be given when deposited in the mail addressed to the person to whom it is directed at the last address of the person as it appears on the records of the Corporation.
22.2 To the extent possible, notices shall also be posted on the Music Booster Website.

ARTICLE 23
RULES OF ORDER FOR MEETINGS

23.1 At all regular or special meetings of the Executive Board or the Members, the then current version of Roberts’ Rules of Order (the “Rules of Order”) shall govern the conduct of the meeting except to the extent that said Rules of Order are inconsistent with the Act, these By-Laws or the Corporation’s Certificate of Incorporation.
23.2 The President shall resolve any dispute as to the interpretation or applicability of the Rules of Order; provided, however, that if the President is a party to the dispute, then the dispute shall be resolved by an officer who is not involved in the dispute in the following order: Vice-President, Treasurer, Recording Secretary or Corresponding Secretary.
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