Northgate
Touchdown Club Bylaws
TABLE OF CONTENTS
Section 2.01.......... Membership................................................................ 2
Section 2.02.......... Annual and Special Meetings........................................ 2
Section 3.01.......... Board of Directors........................................................ 7
Section 5.01.......... Committee Organization............................................ 12
Section 5.02.......... Golf Tournament and Sponsorship Committee............ 12
Section 5.03.......... Team Meals Committee............................................. 12
Section 5.04.......... Fundraising Committee.............................................. 12
Section 5.05.......... Merchandise Committee............................................ 12
Section 5.06.......... Special Events Committee.......................................... 13
Section 6.01.......... Miscellaneous............................................................ 14
NORTHGATE TOUCHDOWN CLUB BYLAWS
BYLAWS
OF
N OR THGAT E TOU CHDOW
N C L U B, I N C.
(A Not-For-Profit Corporation)
Article I
Name, Mission and Objectives
Section
1.01
Name
The name of the organization shall be Northgate Touchdown Club, Inc., hereafter referred to as “Touchdown Club.” For tax identification purposes, the name used is Northgate Touchdown Club, Inc.
Section 1.02
Mission.
The mission of the Touchdown Club is to build a premier football program in partnership with the coaches, parents, school and community
Section 1.03
Objectives
The objectives of the Touchdown Club are as follows:
(a)
Develop an
organization with an active and involved membership that is concerned with the total
football program and all of its participants regardless of gender, race, or
socio-economic status.
(b)
Promote
community awareness of the program, and interface with the community, coaches,
players and parents.
(c)
Set long and
short-term financial and fundraising goals that will enhance the football
program.
(d)
Raise money to
fund long and short-term programmatic goals.
(e)
Foster
development of the Northgate High School football program.
(f)
Build a
supportive and enthusiastic parent network.
(g)
Execute
direction provided by the Varsity Head Coach.
(h)
Create an
exciting experience for game-day in coordination with band, cheerleaders, fans
and public announcer
Article II
Membership
Section 2.01
Membership
All persons interested in supporting the aforementioned objectives are encouraged to actively support the Touchdown Club. There are several membership levels available:
(a)
The persons signing the Certificate of Incorporation as Incorporators shall be
the first members
of the Touchdown Club, unless they have resigned
as such members or unless membership shall otherwise have been terminated.
(b)
All current and
past coaches, players and player’s parents are invited to join the Touchdown
Club free of charge.
(c)
There are
several Parent Membership/Sponsorship levels for members to consider, including
Platinum, Gold, Silver, Bronze and Donation memberships. See the
NorthgateTouchdownClub.com website for details.
(d)
The eligibility and qualifications for membership, and the manner
of and admission into membership
shall be prescribed by resolutions duly adopted by the Board of Directors
of the Touchdown Club or by such rules and regulations as may be prescribed by the Board of Directors.
All such resolutions or rules and regulations relating
to members adopted
by the Board of Directors
of the Touchdown Club shall be affixed to the Bylaws
of the Touchdown Club, and shall be deemed to
be a
part thereof. Such resolutions or rules and regulations adopted
by the Board of Directors may prescribe, with respect
to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties,
the manner of suspension or termination of membership,
and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents
of membership.
(e)
The right or interest
of a member shall not terminate except upon the happening of any of the following
events: - death, resignation, expulsion, dissolution or
liquidation of the Touchdown
Club.
Section 2.02
Annual and Special Meetings
(a)
Annual
Meeting Date Requirements:
The Annual Meeting of Members
of the Touchdown Club shall be held on such
date or dates as shall be fixed from time to time by the Board of Directors of the Touchdown Club. The first Annual Meeting
shall be held on a date within
twelve months after the formation of the Touchdown Club. Each successive Annual Meeting
shall be held on a date not more than twelve months following the preceding Annual
Meeting. Special Meetings
of members may be
held on such date or dates as may be fixed by the Board of Directors of the Touchdown Club from time to time and by the members
on such date or dates as
shall be permitted by law.
(b)
Meeting Place
and Time: Any Annual or Special Meeting
of Members may be held at such place
as the Board of Directors
of the Touchdown Club may from time to time
fix. In the event the Board of Directors shall fail to fix such place or time, or in the event
members are entitled
to call or convene a Special Meeting
in accordance with law,
then, in such event, such meeting shall
be held at the principal
office of the Touchdown
Club.
(c)
Calling
Annual or Special Meetings: Annual or Special Meetings of Members may be called by the Board of
Directors or by any officer of the Touchdown
Club instructed to do so by the Board of Directors,
except to the extent that directors may be required
by law to call a meeting, and shall be called
by the Secretary on behalf of the members, when required to do so by law.
(d)
Written
Notice for Meetings: Written notice stating
the place, day and hour of the meeting shall be given for
all meetings. Such notice shall state the person or persons calling the meeting. Notice
for an Annual Meeting
shall state that the meeting
is being called
for the election of directors
and for the transaction of such other business as may properly
come before the meeting.
Notices of Special
Meetings shall state the purpose
or purposes for which the meeting is called.
At any Special Meeting, only the business stated
in the Notice of Meeting
may be transacted thereat. Notice of Meeting shall be given either personally, via email, via text or posted
on the northgatetouchdownclub.com website not less than 10 days nor more than
50 days before the date of the meeting, to each member at his address
recorded on the records of the Touchdown Club. Any meeting of members
may be adjourned from time to time.
In such event, it shall not be necessary
to provide further notice of the time and place of the adjourned meeting if announcement of the time and
place of the adjourned meeting is given at the meeting
so adjourned. In the event the Board of
Directors fixes a new record date for an adjourned
meeting, a new notice shall be given, in
the same manner as herein provided. No notice need be given to any member who executes
and delivers a Waiver of Notice before
or after the meeting.
The attendance of a member in person or by proxy at the meeting without
protesting the lack of notice of a meeting, shall constitute a waiver of notice by such member. Any notice
of meeting to members relating
to the election of directors, shall
set forth any amendments to the Bylaws of the Touchdown Club adopted by the Board of Directors, together
with a concise statement of the changes
made.
(e)
Record of
Members Attending Meeting: At every meeting of members, there shall be presented a list or record
of members as of the record date, certified
by the officer responsible for its preparation, and upon request therefore, any member who has given written notice
to the Touchdown Club, which
request shall be made at least 10 days
prior to such meeting, shall
have the right
to inspect such list or record
at the meeting. Such list shall be evidence of the right of
the persons to vote
at such meeting, and all persons
who appear on such list or record to be members
may vote at such meeting.
(f)
Annual
Report: At each Annual Meeting of Members, the Board of Directors shall present
an Annual Report. Such report
shall be filed with the records of the Touchdown
Club and entered in the minutes
of the proceedings of such Annual Meeting
of Members.
(g)
Presiding
Over Meetings Requirement: Meetings of the members
shall be presided
over by the following officers,
in order of seniority
- the President of the Board, Vice-President or, if none of the foregoing is in office or present at
the meeting, by a Chairman
to be chosen by a majority of the members
in attendance. The Secretary or an Assistant
Secretary of the Touchdown
Club shall act as Secretary
of every meeting. When neither the Secretary
nor an Assistant Secretary is available, the Chairman may appoint
a Secretary of the meeting.
(h)
Order of
Business at Meetings: The order of business at all meetings
of members shall be as follows:
(i)
Roll call.
(ii)
Reading of the minutes
of the preceding meeting.
(iii)
Report of standing committees.
(iv)
Officers' reports.
(v)
Old business.
(vi)
New business.
(i)
Member Proxy:
Every member may authorize another person to act for him by proxy in all
matters in which a member may participate, including waiving notice of any meeting, voting or participating in a meeting, or expressing consent
or dissent without a meeting.
Every proxy shall be signed by the member or his attorney in fact, and shall be revocable at the
pleasure of the member executing it, except as otherwise provided
by law. Except as otherwise provided by law, no proxy shall be valid after the expiration of eleven months from
its date.
(j)
Appointing
Inspectors: The directors may, but need not, appoint
one or more inspectors to act at any
meeting or any adjournment thereof.
If
inspectors are not appointed, the presiding officer
of the meeting may, but need not, appoint
inspectors. Each appointed inspector shall take and sign
an oath faithfully to execute
the duties of inspector with strict impartiality and according to the best of his ability.
The inspectors shall
determine the number
of memberships outstanding, the voting power
of each, the number of memberships
represented at the meeting, the existence of a quorum,
and the validity and effect of proxies.
The inspectors shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate
all votes, ballots
or consents, determine the result and do such acts as are proper
to conduct the election or vote of all
members. The inspectors shall make a report
in writing of all matters
determined by them with respect to such meeting.
(k)
Voting: Except as provided
by law, the members entitled to cast a majority of the total
number of votes entitled to be cast at the meeting, shall constitute a quorum at a meeting of
members for the transaction of any business.
The members present
may adjourn the meeting despite the absence of a quorum. Each membership shall entitle the holder thereof
to one vote. In the election
of directors, a plurality of the votes cast shall elect. Except to the extent
provided by law, all other action shall be by a majority
of the votes cast, provided
that the majority of the affirmative
votes cast shall be at least equal to a quorum. Whenever
the vote of members
is required or permitted, such action may be taken without a meeting on the
written consent setting
forth the action taken signed by all the members entitled
to vote.
(l)
Setting Date
for Board of Directors Vote: The Board of Directors of the Touchdown Club shall fix a record date for the purpose of determining members
entitled to notice
of, to vote, to express consent
or dissent from any proposal without
a meeting, to determine members
entitled to receive
distributions or allotment of rights,
or for any other proper purpose. Such record date shall not be more than 50 days nor less than 10 days prior to the date of such meeting or consent or the date on
which any distribution or allotment of rights, as the case may be, is to be made. In the event
no record date is fixed,
the record date for the determination
of members entitled to vote at a meeting of members shall be the close of business
on the day next preceding the day on which
notice is given, or, if no notice
is given, the day on which the meeting is held. The record date for determining members for any purpose other than that specified in the
preceding sentence shall be the close of business on the day on which the resolution of directors relating thereto
is adopted. Establishment of a record date shall apply
to any adjournment of any meeting,
unless a new record date is fixed by the Board of Directors for such
adjourned meeting.
(m)
Capital
Contribution: In the event any capital
contribution shall be made or accepted pursuant
to authorization conferred by the Certificate of Incorporation of the Touchdown Club, each certificate
evidencing such capital
contribution shall conform
to the law of the State of Incorporation.
Article III
Board of Directors
Section
3.01
Board of Directors
(a)
Structure of
Board of Directors: The Touchdown
Club shall be managed by a Board of Directors. Each director shall be at least 18 years of age, and shall be a member of the Touchdown Club during his
directorship. The initial
Board of Directors shall consist of at least two persons (President and Treasurer). Thereafter,
the number of directors
constituting the entire
Board shall be no less than three of the following positions
(President, Vice President, Treasurer and Secretary). Subject to the foregoing, the number of Board of Directors may be fixed from time to time by action of the members or of the Directors. The number of Directors
may be increased or decreased by action of the members
or the Board of Directors, provided that any action by the Board of
Directors to effect such increase
or decrease shall require the vote of a majority
of the entire Board of Directors. No decrease shall shorten the term
of any director then in office.
(b)
The First
Board of Directors: The first Board of Directors shall consist of those persons named as the initial
Board of Directors
in the Certificate of Incorporation of the Touchdown Club, and they shall hold office until the first Annual Meeting of Members, and until their successors have been duly elected and qualified. Thereafter,
at each Annual Meeting of Members,
the membership shall elect directors
to hold office until the next
Annual Meeting. Each director shall hold office until the expiration of the term for which he
was elected, and until his successor has been duly elected and qualified, or until his prior
resignation or removal
as hereinafter provided.
(c)
Removal of
Board Members: Any or all of the members of the Board of Directors
may be removed with or without cause by vote of the members of the Touchdown Club. The Board of Directors may remove any director
thereof for cause only.
(d)
Resignation
of Board Members: A director may resign at any time by giving written notice to the Board of Directors or to an officer of the Touchdown Club. Unless otherwise specified
in the notice, the
resignation shall take effect upon receipt thereof
by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.
(e)
Replacing or
Creating New Directorships: Newly-created directorships or vacancies in the Board of Directors
may be filled by a vote of majority
of the Board of Directors
then in office, although less than a quorum,
unless otherwise provided
in the Certificate of Incorporation of the Touchdown Club. Vacancies occurring by reason of the removal
of directors without
cause shall be filled by a
vote of the members. A director elected
to fill a vacancy caused
by resignation, death,
or removal shall be elected to hold office for the unexpired term of
his predecessor.
(f)
Annual and
Regular Meetings of the Board of Directors
(i)
A regular
Annual Meeting of the Board of Directors
shall be held immediately following
the Annual Meeting
of Members. All other meetings
shall be held at such
time and place as shall be fixed by the Board of Directors from time to time.
(ii)
No notice
shall be required
for regular meetings
of the Board of Directors for which the time and place have been fixed.
(iii)
Special meetings
may be called by or at the direction of the President, or by a majority of the directors
then in office.
(iv)
Written, oral, or
any other method of notice of the time and place shall be given for special
meetings of the Board of Directors in sufficient time for the convenient
assembly of the Board of Directors.
(v)
The notice of
any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of a
meeting may be waived by any director who signs a Waiver of Notice before or
after the meeting or who attends the meeting without protesting the lack of
notice to him.
(g)
Defining a
Quorum: Except to the extent herein or in the Certificate of Incorporation of the
Touchdown Club provided, a majority of the entire members of the Board of Directors
shall constitute a quorum.
At any meeting held to remove one or more directors a quorum shall consist of a majority
of the directors present at such meeting.
Whenever a vacancy
on the Board of Directors shall prevent a quorum from being present,
then, in such event, the quorum
shall consist of a majority
of the members of the Board of Directors excluding
the vacancy. A majority
of the directors present, whether
or not a quorum is present, may adjourn a meeting to another time and place.
Except to the extent provided
by law and these Bylaws, the act of the Board of Directors
shall be by a majority
of the directors present at the
time of vote, a quorum being present
at such time. Any action
authorized by resolution, in writing, by all of the directors entitled
to vote thereon and filed with the minutes of the
Touchdown Club shall be the act of the Board of Directors with the same force and effect as if the same
had been passed by unanimous
vote at a duly called meeting of the Board.
(h)
Presiding
Over Meetings of the Board: The President, if any, shall
preside at all meetings of the Board of
Directors. If there be no President or in his absence,
the Vice President shall preside and, if
there be no Vice President or in his absence, any other director
chosen by the Board,
shall preside.
(i)
Designating Executive-
Sub- and Special-Committees: Whenever the Board of Directors shall consist of more than three persons, the Board of Directors
may designate from their number,
an executive committee
and other standing
committees. Such committees
shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law.
In addition, the Board of Directors
may establish special committees for any lawful purpose, which may have such powers as the Board
of Directors may lawfully delegate.
Article IV
Officers
Section 4.01
Officers
(a)
Board Of Director Positions: The Board of Directors
may elect or appoint a President, one or more Vice-Presidents, a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers
as they may determine.
The President may but need not be a director. Any two or more offices
may be held by the same person except the office of President and Secretary.
(b)
Term Limits: Each officer shall hold office until the Annual Meeting
of the Board of Directors, and until his successor has been duly elected and qualified. The Board of Directors may remove any officer with or without
cause at any time.
(c)
President: The President shall:
(i)
Be the chief executive
officer of the Touchdown
Club
(ii)
Has the responsibility for the general
management of the affairs of the Touchdown Club
(iii)
Carry out the resolutions of the Board of Directors.
(iv)
Preside at all
meetings, to include preparing the agenda of each meeting;
(v)
Appoint
committee chairpersons with the concurrence of the Executive Board;
(vi)
Appoint and/or
dissolve all committees required;
(vii)
Serve as
ex-officio of member of all committees;
(viii)
Serve as the
primary spokesperson for the Football Booster Club, except as otherwise
specified;
(ix)
Direct goals and
budget performance;
(x)
Interface with
the Varsity Head Coach to facilitate communication.
(d)
Vice
President: The Vice President shall:
(i)
perform all the
duties of the President in his/her absence
(ii)
be responsible
for the annual review of the Bylaws, recommending revisions as deemed
appropriate.
(e)
Treasurer: The Treasurer
shall:
(i)
Have the care and custody of all of the funds and
securities of the Touchdown Club
(ii)
Deposit said funds in the name of the Touchdown
Club in such bank accounts as the Board of Directors
may from time to time determine.
(iii)
When duly authorized by the Board of Directors, sign and execute
all contracts in the name of the Touchdown Club when counter-signed by the President
(iv)
May also sign checks, drafts, notes and orders
for the payment of money, which shall have been duly authorized by the Board of Directors
and counter-signed by the President.
(f)
Secretary: The Secretary shall:
(i)
Have custody
of the seal of the Touchdown
Club, and shall affix and attest the same to documents
duly authorized by the Board of Directors.
(ii)
Serve all notices
for the Touchdown Club which shall have been authorized by the Board of Directors, and shall have charge of all books and records of the Touchdown Club.
(iii)
Maintain a record
of proceedings from Executive Board meetings and committee meetings via
electronic copy and upload to the northgatetouchdownclub.com website
(iv)
Assist in
disseminating communications to other Board members and to all participants
within the football program;
(v)
Oversee
administration of the northgatetouchdownclub.com website
(vi)
Submit facility
requests for use of school facilities for meetings and other activities of the
Football Booster Club held on school grounds.
Article V
Standing Committees
Section 5.01
Committee Organization
(a)
Standing
Committees are those required to function throughout the year. Chairpersons
shall be appointed by the President, subject to approval by the Executive
Board. The term for a Chairperson is one year.
(b)
In addition to
the primary functions noted below, Chairpersons have voting privileges for the
election of the following year’s officers. The elections are conducted during
the Year-End meeting.
(c)
Chairpersons are
encouraged to attend General Membership Meetings, particularly those meetings
in which an update of committee activities may be reported.
Section 5.02
Golf Tournament and Sponsorship Committee
The Golf Tournament and Sponsorship Committee shall be responsible for managing the annual tournament and sponsorship activities. Duties include:
(a)
Recruit
volunteer help required to manage and execute the golf tournament and
sponsorship activities;
(b)
Propose a
sponsorship plan to the Executive Board and lead efforts to obtain annual
sponsorships for the Football Program;
(c)
Record the
revenues and expenses for the tournament and all proceeds from the sponsorships.
Section 5.03
Team Meals Committee
The Team Meals Committee shall be responsible for managing the game-day meals and coordinating with local restaurants and stores for donations. Duties include:
(a)
Recruit
volunteer help required to manage and execute game-day meals;
(b)
Manage ordering
and delivery of meals.
(c)
Record expenses
for meals and ensure all receipts are submitted to Treasurer.
Section 5.04
Fundraising Committee
The Fundraising Committee shall be responsible for managing fundraising activities not associated with the golf tournament, sponsorships or concessions. Duties include:
(a)
Recruit
volunteer help required to manage and execute selected fundraising activities;
(b)
Record the
revenues and expenses for each event.
Section 5.05
Merchandise Committee
The Merchandise Committee shall coordinate the promotion of football spirit through the sale of apparel and memorabilia. Duties include:
(a)
Recruit the
volunteer help required to sell the merchandise;
(b)
Manage the
inventory to meet the changing needs of the players and families;
(c)
Record an
accurate and timely account of expenses and coordinate the financial operation
with the Treasurer;
(d)
Report the
ongoing status of the merchandise operation to the Executive Board.
Section 5.06
Special Events Committee
The Special Events Committee shall be responsible for coordinating events throughout the year including Kick-Off Picnics, Meet the Coaches, End-of-Season Parties, Homecoming and Senior Night. Duties include: