OFFICIAL BY-LAWS

Amended and Restated By-laws of JBHS 

Baseball Boosters, Inc.

a California Non-Profit organization 

 

Article One
General Information

1.1 Principal Office

The principal office for the transaction of business of JBHS Baseball Boosters, Inc. (the “Booster Club”) is fixed and located at 1920 Clark Avenue, Burbank, Los Angeles County, California, 91506. The mailing address is 2219 W. Olive Ave., #269, Burbank, CA 91506. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another within the city limits of Burbank.

 

1.2 Purpose

The purpose of the Booster Club shall be to promote and support the John Burroughs High School Baseball Program (called the "Program"). The contribution by the members of the Booster Club of time, goods, services and /or finances is intended to augment the Program, and not to serve as a substitute for the legal and financial obligations of the State of California, the County of Los Angeles, or the Burbank Unified School District to provide for the basic needs of the Program.

Article Two

 

Membership

2.1 Members

Members of the Booster Club shall be made up of parents, guardians, and adult community members with a player in good-standing with the Program and who subscribes to the purposes of this Club. Meetings are open to all members. Each voting member shall be entitled to one (1) vote. Notice of any General Membership meeting of the Club shall be given to all members.

 

2.2 Liabilities of Members

A member of the Booster Club will not be personally liable to creditors for any indebtedness or liability incurred by the Booster Club, any and all creditors of the Booster Club shall look only to the assets of the Booster Club for payment.

Article Three 


Finances

3.1 Dues

There are no dues for Booster Club membership. However, the sole purpose of the Booster Club is to supplement and support the Program.

 

3.2 Fiscal Year

The Booster Club’s fiscal year is June 1st of each year through May 31st of the following year.
 

3.3 Fundraising

Fundraising opportunities will be provided on an ongoing basis. All funds raised by an individual player/ family is a contribution to the Booster Club’s general fund. Collective program fundraising is expected and appreciated from all players/ families. Individual 

player fundraising is prohibited, nor can it be applied to spirit wear, banquet costs or other personal/player expenses.

 

3.4 Funds

The funds of the Club shall be obtained from two primary sources:

1. Direct Monetary Donations/ Gifts/Grants given to the Program

2. Proceeds from fundraising activities.

All moneys shall be placed in the Booster Club’s checking account held at a financial institution chosen by the Board of Directors. 


Funds shall be used by the Club to support the annually approved budget items by the Club.

The Board is allowed to make a purchase or expenditure of no more than $2,000 before member approval is required.

 

3.5 Disbursements/ Reimbursements

All disbursements require Board approval, and all disbursements over $2,000 require member approval by the General Membership during a Booster Club Meeting. If the members have approved a disbursement over $2,000 but the final amount of the disbursement exceeds the approved amount, the Board is authorized to approve the excess, up to an amount not exceeding $2,000. All checks over $2,000 require signatures or written approval by both the Treasurer and the President (text and e mail are acceptable). If the President is not available to sign or approve in a timely manner, he/she can delegate that task to another Officer of the Board in writing (text and e-mail are acceptable). General Members and Board Members shall be entitled to reimbursement for reasonable expenses incurred in the performance of their duties. Reimbursements over $500 must be voted on and approved by the Board within 30 days of the date of purchase. Reimbursement forms and receipts must be submitted to the Treasurer before the Treasurer can issue a reimbursement check.

 

Article Four
Meetings
 

4.1 General Meetings/ Board Meetings/Notice of Meetings/ Agenda General Meetings

General meetings, open to all members, shall be held at least four times per year:

1. During the Summer Program (June/July)

2. Beginning of the school year (September)

3. End of the first semester (December/January)

4. Conclusion of the school year (May)

Whenever the program is active, we will have monthly meetings. Meetings may be in person or conducted via conference call, video call, or via Zoom or other similar platform.

Notice of the meeting time and location shall be provided to members participating in the program at least three (3) days in advance of the meeting in a manner likely to inform all interested members (i.e. direct e-mail or JBHS Baseball website). Notice of any such meeting shall specify the time, place and general nature of the business to be conducted.

 

Board Meetings

Regular meetings of the officers shall be held monthly, September – May, once a month. Meetings June-August are at the discretion of the Board as to the convenient dates/ times. Board meetings may be in-person or conducted via conference call, video call, or via Zoom or other similar platform.

 

4.2 Conduct of Meetings

At the meetings, the members shall consider reports of the affairs of the Club Board of Directors, and transact such other business as may properly be brought before the members, which will be enacted by a simple majority vote of the members present.

The Booster Club president shall preside over and conduct the meeting. In the event the President is unavailable, the first VP shall conduct the meeting or in the absence of both then any other Board member may conduct the meeting. If the Secretary conducts the meeting, and another officer shall act as secretary of that meeting.

In the event of any conflict or dispute as to conducting any meeting, the executive board may refer to these bylaws and/or Robert’s Rules of Order to resolve any conflict or dispute.

 

4.3 Quorum 


Board Meetings

At least 3 of 5 Board Members must be present to constitute a quorum. Every act and/or decision made by majority vote of the officers present at a meeting duly held at which a quorum is present is the act of the executive board. Voting via email, text message or other electronic means is strictly prohibited.

 

General Membership Meetings

A simple majority of members present at the general or special membership meetings shall constitute a quorum and shall be sufficient to conduct the business of the Booster Club. Voting via proxy, whether in person, by email, text message, phone call, video conference or other electronic means, is strictly prohibited.

 

4.4 Election Meetings 


Election Meeting

The membership shall choose the Directors and Officers of the Association annually at the first membership meeting after the season concludes. At the election meeting officers shall be elected by a majority vote of the membership present. Nominations as per process described below in 4.5 and after summer final rosters have been approved. Only the parents of rostered players will be allowed to vote in the elections.

 

4.5 Nomination Process

Any Club member present at the end-of-year meeting may make a nomination for an Officer/s. For those unable to attend the end of year meeting or who wish to remain

anonymous with their nomination, nominations may be submitted to the President and secretary in writing (email is acceptable), 5 days prior to the end of the year meeting.

  • All current voting members are eligible to hold office.
  • A member may nominate himself/herself.
  • A member must accept their nomination prior to being placed on the ballot.

Nominations submitted prior to the meeting shall be communicated as a proposed slate of officers, to the membership prior to the meeting by the current Board president. Coaches, including paid parent coaches, are not eligible to be nominated or be a Board member as per Burbank Unified School District regulations. Paid parent coaches are, however, considered a general voting member of the Club.

 

4.6 Voting

A majority of all votes received at the end of the year meeting for each office shall be required for election. Votes are cast by voice vote unless there is more than one candidate for any office, in which case a written ballot will decide the election. If no candidate receives the majority vote, a run-off election shall be immediately held between the top two vote receivers. A vote cannot be placed on behalf of an absent Club member, or on behalf of a Club member by another Club member who is not present at the election meeting. Only the parents of incoming students, and parents of players in good standing with the Program that are academically eligible with a GPA greater than 2.0, may vote in the Elections. Voting via proxy, whether via email, text message or other electronic means, is strictly prohibited.

 

Article Five 
 

Board of Directors

 

5.1 Board of Directors

The Board of Directors of the Club (hereinafter called the "Board") shall be comprised of five elected Officers, as listed below under Article 5.2. They need to uphold the By Laws. The Head Coach is a consultant to the Board and has no voting privileges.

 

5.2 Officers

The elected Officers known as Executive Board (hereinafter called the "Board") of the Club shall be;

 

  • President
  • First Vice President- Fundraising and Activities 
  • Second Vice President- Facilities and Equipment
  • Recording Secretary
  • Treasurer

Only those persons who are parents and/or guardians of students currently attending the designated school listed above and who are not employed by the BUSD shall be qualified to serve as officers. Should there be a past parent of the designated school 

who possesses a specific skill set that is not able to be provided by a current parent and/or guardian, and they are willing to fulfill the duties of that office, shall be considered by the Club.

The Player to whom a Board Member is associated with must be in good standing with the Program in order for that said Board Member to remain in office. If a player is no longer in good standing, the associated Board member may be asked to vacate the member’s position, and the process for replacement/ resignation as per section 5.4 below may be initiated.

No person may hold more than one of the above offices. No two members of the same household may hold separate positions on the board. If a position is held by two people (two co-presidents for example) there can be only one vote per Board position.

 

5.3. Term of Office

Officers shall be elected to serve a one year term of office and may be re-elected to serve no more than three consecutive one year terms for that office for a total of four (4) consecutive years in that office. An individual can be elected into another office with the same four (4) year term applied to that new office.

 

5.4 Appointment of Officers/Vacancies

In the event that a vacancy occurs during a term of office, because of death, resignation, removal/disqualification or any other cause, the remaining executive board may appoint a replacement officer with membership ratifying the appointment at the next regular meeting or by formal election to replace the Board member.

 

5.5 Removal and Resignation 

Removal

To the extent permitted by law, an officer or officers may be removed at any regular or special meeting of the Executive Board, provided notice is provided, either with or without cause, at any time by the affirmative vote of fifty-one percent (51%) of the Officers currently in office.

 

Resignation

Any Officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time is specified, then at the time of its receipt by the Secretary or President of the Executive Board. The acceptance of a resignation shall not be necessary to make it effective. A special meeting will be held to replace the resigning board member. All Booster Club properties, including passwords and/ or confidential/ sensitive Board related items, must be returned at the time of resignation.

 

5.6 Compensation

Officers shall serve without compensation.

 

5.7 Restriction Regarding Interested Officers

For purposes of this section, “interested persons” means either:

  • Any person currently being compensated by the Club for services rendered within the previous twelve (12) months; or
  • Any brother, sister, ancestor, descendant, spouse, in-law or formerly related individual of any such person.

There can be no “interested persons” serving on the executive board of the Club.

Refer to Article Seven, Section 2 for more details regarding this topic.

 

5.8 Duties of the Officers

It shall be the duty of the officers to:

  • Perform any and all duties imposed on them collectively or individually by law, as requested by the Burbank Unified School District-BUSD and its partners, and/ or by these Bylaws.
  • Appoint and remove, and except as otherwise provided in these bylaws, prescribe the duties of all officers, agents of the Club.
  • Supervise all officers and agents of the Club to assure that their duties are performed properly.
  • Meet at such times and places as required by these bylaws.

5.9 Duties of the President

The President shall have general powers and duties usually vested in the office of the President of the executive board. Subject to the control of the executive board, he or she shall supervise and control the affairs of the Club and the activities of the officers. He/she shall preside at all meetings of the executive board and shall have such other powers and duties as may be prescribed.

 

5.10 First Vice President, Fundraising and Activities

In the absence or disability of the President, the First Vice President shall perform all duties of the President and in so acting shall have all the powers of the President until such time as a special election can be held to replace the President. The First Vice President shall have oversight of the fundraising and activities of the Club.

 

5.11 Second Vice President, Facilities and Equipment

In the absence or disability of the President and First Vice President, the Second Vice President shall perform all of the duties of the President and in so acting shall have all of the powers of the President. The Second Vice President shall have oversight of the Booster's responsibility insofar as the baseball field, facility and the equipment at the 

school.

 

5.12 Recording Secretary

The recording Secretary shall certify and maintain in a secure location, the original, or a copy of these by laws as amended or otherwise altered to date.

The secretary shall keep and maintain a full and complete record of the proceedings of the Board and minutes from all meetings of the Club, and shall make such notices as may be necessary and proper. The Recording Secretary shall also supervise the preparation and distribution of all corporate correspondence, agendas, meeting minutes and shall discharge such other duties of the office as prescribed. Additionally the Secretary will act as the Parliamentarian of the Club as it relates to ensuring meeting organization and completeness. Prepare any and all needed items for the annual election of Board Members for the Club; including, not limited to, ballots, notifications, presentation of the slate, etc. The Secretary is responsible for convening Bylaws Review Committee Bi-Annually.

 

5.13 Treasurer

The Treasurer shall receive and safely keep all funds of the Club and deposit them in the bank or banks that may be designated by the Directors/Officers. Those funds shall be paid only on checks of the Club signed by the President, the First Vice President, the Second Vice President, the Treasurer or by such Officers as may be designated by the Board or Financial institution as authorized to sign them. The Treasurer shall have such other powers and perform such other duties as may be prescribed. The Treasurer is responsible for accurate record keeping of all financially related documents and preparation of any and all required documentation by Federal, State, and Local entities.  The treasurer must maintain a full and complete record of all financial transactions, including the accounts of its assets, liabilities, receipts, disbursements, gains and losses.

 

Article Six
Team Representatives/Committees

 

6.1 Team Level Representatives

Each team level, Varsity, Junior Varsity and Frosh will elect a team representative at the start of the school year if needed. A call for interested parties will be made at a meeting in the Fall or as needed annually. Individuals can nominate themselves, or be nominated by another member of the Club. Nominations must be accepted to be considered. The members of each team level will vote for their team representative during the stated meeting. The team representative will assume the position immediately after being elected and carry the position for that school year or remaining season. If a representative is unable or unwilling to perform the duties of the position, an alternate representative will be voted upon by the club members in that respective team level.

Team Representatives are not voting members of the Board of Directors. Their primary role is to provide assistance with fundraising and assist in disseminating program related information to their respective team levels.

 

6.2 Committees

The Board may, from time to time, establish committees as may be required to promote the objectives and interests of the Club. The committees shall consist of members of the Club. It should be the duty of each committee to perform such duties as the Board may direct in order to promote the objectives and interests of the Club. The members of each 

such committee shall serve until their resignation, their removal by the Board, or the next annual meeting of regular members of the Club, whichever first occurs.

 

Article Seven

Conflict of Interest and Compensation Approval Policies
 

7.1 Purpose of Conflict of Interest Policy

The purpose of this conflict of interest policy is to protect the tax-exempt interest of the Club when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code. This policy is intended to supplement but not replace any applicable state and federal laws general conflict of interest applicable to nonprofit and charitable organizations.

 

7.2 Definitions

  1. Interested Person: Any officer or member of a committee with board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
  1. an ownership or investment interest in any entity with which the Club has a transaction or arrangement,
  2. a compensation arrangement with the Club or with any entity or individual with which the Club has a transaction or arrangement, or
  3. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Club is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or
  4. favors that are not insubstantial.

7.3 Conflict of Interest Avoidance

  1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board and/or members of committees considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted  upon. The remaining board or committee members shall decide if a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest: An interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the Club can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested officers and members whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
  4. Violations of the Conflicts of Interest Policy: If the board or committee  has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the  alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

7.4 Records of Board and Board Committee Proceedings as it relates to Concern for Conflict of Interest
The minutes of meetings of the board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

7.5 Annual Statements

Each officer and member of a committee with board delegated powers shall annually sign a statement which affirms such person:

  1. has received a copy of the conflicts of interest policy
  2. has read and understands the policy
  3. has agreed to comply with the policy, and
  4. understands the Club is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.

7.6 Periodic Reviews

To ensure the Club operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation or reimbursement arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. 

b. Whether partnerships, joint ventures, and arrangements with outside vendors, consultants, or management organizations conform to the Club’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in conflicts of interest, impermissible private benefit, or in an excess benefit transaction.
 

7.7 Execution of Documents

The Officers may authorize any Officer or agent to enter into any contract or execute any instruments in the name of and on behalf of the Club, and this authority may be general or confined to specific instances; and, unless so authorized by the Officers, no Officer, agent, or other person shall have any power or authority to bind the Club by any contract or engagement or to pledge its credit or to render it liable for any purpose or any amount.

 

7.8 Inspection of all Books and Records

All books and records provided for in Section 3003 of the Corporations Code of California shall be open to inspection of the membership from time to time and in the manner provided in said Section 3003

Amended: April 26, 2012 – Section 5.4

Amended: August 28, 2014 – Section 5.13

 

Article Eight
Bylaws

 

8.1 Inspection of Bylaws

The Club shall keep at its principal office the original copy of these Bylaws, as amended or otherwise altered to date, certified by the Recording Secretary, which shall be open to inspection by the members.

 

8.2 Amendments

The executive board may change or repeal these bylaws unless the bylaw amendment would materially and adversely affect the purposes of this Club or the amendment would alter any statement or purpose which appears in Article 1.2 above under Purpose and may be construed to violate the California Nonprofit Corporation Law or Section 501(c)(3) of the Internal Revenue Code. All amendments to the bylaws must be approved by the Club’s General Membership. Approval shall be by a majority of the members present at any special meeting or general meeting that the Bylaws amendments are presented/ proposed by the Board. The General membership shall be provided a twenty (20) days prior notice of the planned discussion of amendments.

 

Article Nine 
Dissolution of the Club

The Club may be dissolved at any time upon a vote at a regularly scheduled meeting with at least fifteen (15) days’ notice. Upon the dissolution of the Club, after paying or adequately providing for the debts and obligations of the Club, the remaining assets shall be distributed to the JBHS Baseball Program. If JBHS Baseball Booster Club has dissolved, said funds shall be distributed to one or more nonprofit funds, foundations, or organizations which have established their tax exempt status under Section 501 (c) (3) of the Internal Revenue Code with the requirement that said funds be restricted funds designated solely for the purpose of the designated School. If no adequate nonprofit organization can be located, then said funds shall be gifted to the JBHS Baseball Program’s ASB account.
 

Written Consent of Officers Adopting Bylaws

We, the undersigned, are all of the persons named as the Officers of this Club and, pursuant to the authority granted to the Officers by these bylaws take action on this date by written consent, and hereby do, adopt the foregoing bylaws, consisting of 10 pages, as the bylaws of this Club.

Toby Black - President
Charlee Sanchez - Vice President
Mike Chapman - Vice President
Neil Christensen – Treasurer
Kristen Gara - Secretary

Certificate:

This is to certify that the foregoing is a true and correct copy of the bylaws of this Club named in the title thereto and that such bylaws were duly adopted by the executive board of this Club on the date set forth below.
 

JBHS Baseball Boosters, Inc.

Coach Advisory Role Policy

(Pursuant to Article 5.1 of the Bylaws)

 

Purpose:

This policy clarifies the advisory role of the Head Coach in supporting the mission of the Booster Club and ensuring alignment with the needs of the JBHS Baseball Program.

 

Authority and Status:

The Head Coach serves as a non-voting consultant to the Board. This role is advisory only and does not carry decision-making authority.

 

Advisory Responsibilities:

  • Provide input on program needs and priorities
  • Offer feedback on qualifications beneficial for Booster leadership
  • Attend meetings in an advisory capacity
  • Communicate program needs for planning and fundraising

Election and Nomination Input:

  • The Board may request advisory input from the Head Coach regarding candidate qualifications and program alignment
  • All input provided is non-binding
  • The Head Coach does not participate in nominations or voting related to Board member selection
  • Final authority for nominations and elections remains with the Booster Club membership in accordance with the Bylaws

Limitations:

  • No voting authority
  • Cannot hold Board position
  • No governance authority

Conflict of Interest:

  • Must comply with Booster Club conflict of interest policies (consistent with Article 7 of the Bylaws)

Adopted by the Board of Directors

Pursuant to Article 5.1 of the Bylaws