Bylaws

SECTION 1. The name of this corporation is the Norwalk Activity Booster Club

SECTION 2. The corporation is a non-profit corporation organized pursuant to Chapter 504A of the Code of Iowa.

The principal office of the corporation shall be at such place in the Norwalk School District, Warren County, Iowa, as the Executive officers shall, from time to time, direct.

SECTION 1. MEMBERS. Members shall consist of any firm, corporation or individual interested in promoting the Activity Program at Norwalk High School that have paid their membership for the current year.

SECTION 2. VOTING OF MEMBERS. Members shall have one vote which will be cast by a designated representative of each firm and in person by an individual member. All paid members have motion & voting rights at each meeting. Family memberships allow both to vote.

SECTION 3. APPLICATION FOR MEMBERSHIP. Application for admission as a member shall be submitted in writing to the corporation. The applicant for admission shall become a member when the application is approved by a majority vote of the Board of Directors present at the meeting at which the application is considered and upon payment of such applicant-member's annual dues. Membership funds over & above $5.00 allocated outside of triangle disbursements with the member choosing the activity.

SECTION 4. SUSPENSION OR EXPULSION. Any member of the corporation may be suspended or expelled by the Board of Directors for conduct, which the Board of Directors in its discretion, may deem to be prejudicial to the interests of the corporation; provided, however, that there shall be a fair hearing and written notice mailed to the member(s) setting forth the date for such hearing and the alleged offense. Such notice shall be sent by registered mail not less than (7) days before the meeting.

SECTION 5. DUES. Dues shall be payable by members at such times and in such amounts as the Board of Directors shall determine.

SECTION 6. RESIGNATION. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member(s) so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

SECTION 7. TRANSFER OR ASSIGN. Membership in the corporation is not transferable or assignable.

SECTION 1. ANNUAL MEETINGS. An annual meeting of the members shall be held during the month of July at a time, date and place to be prescribed by the President of the corporation.

SECTION 2. SPECIAL MEETING. Special meetings of the members may be called either by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.

SECTION 3. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of any meeting of the members shall be printed in the North Warren Town & County Newspaper not less than four days nor more than 50 days before the date of the meeting. In cases of a special meeting or when required by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

SECTION 4. QUORUM. Members in attendance at any meeting of the members, but not less than 5 members, shall constitute a quorum at such meeting.

The act of a majority of the voting members present at a meeting at which a quorum is present shall be the act of the members.

SECTION 5. CHAIRMAN OF MEETINGS. The President, or in his or her absence, the duly appointed person, shall call all membership meetings to order, and shall act as Chairman of such meetings, and the Secretary or duly appointed person of the corporation shall act as Secretary of all meetings of the members.

The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules laid down in “Roberts' Rules of Order” shall govern all deliberations, when not in conflict with the By Laws.

SECTION 6. RECORDS. The records of this corporation shall be the sole and conclusive evidence of who are the members and as to who shall have the right to vote at any meeting of the members.

SECTION 7. EMERGENCY MEETINGS. Emergency meetings of the members may be called either by the President, or any two (2) Directors and one (1) officer.

SECTION 1. GENERAL POWERS. The affairs of the corporation shall be managed by the Board of Directors.

SECTION 2. NUMBER, TENURE, QUALIFICATIONS, and VACANCIES. The Board of Directors shall consist of five (5) elected officers of the association; three (3) fixed members designated by the Norwalk Superintendent of Schools, and one member representing each school sponsored activity; and with recommendations from coach, sponsor, members, etc. and approved by the Board at a Board of Directors meeting. All officers and directors must be paid members of the Norwalk Activity Booster Club. Coaches will provide two nominees, one for Director position and one for Co-Director which must be an underclassman. Each director shall hold office for one (1) year, until the annual meeting of the members occurring in the year in which his or her term shall expire. If a Directorship shall be vacant, such Directorship shall not be considered as part of the Board for purposes of determining whether a quorum is present at any meeting, but the Board shall consist of the Directors in the office at any time. A vacancy in an elected Board position may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 3. DUTIES. Board members shall serve as Liaison officers between coach, activity, and booster club; help promote the club and his or her activity and attend all Board meetings. Any activity wishing to participate in the triangle disbursement must cover the concession stand a minimum of one event.

SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held monthly during the year or as directed by the officers of the Board without other notice than this by-law, at such time and place as the officers shall determine. If the Annual Meeting of Members shall be delayed or postponed, The Annual Meeting of Directors shall take place on the time and date set pursuant to these by-laws for the Annual Meeting of Members. The Board of Directors may provide by resolution the time and place, whether within or without the State of Iowa, for the holding of additional regular meetings of the Board without other notice than such resolution.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President, or any two (2) Directors and one (1) officer. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the Sate of Iowa, as the place for holding any special meeting of the Board called by them.

SECTION 6. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice sent by registered mail to each Director at his address as shown by the records of the corporation. Any Director may waive notice of the meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where the Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by the by-laws.

SECTION 7. QUORUM. Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The three fixed members of the Board shall not have voting privileges at board meetings, except in the case of a tie vote.

SECTION 8. MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these by-laws.

SECTION 9. ELECTION. Beginning at the date of these by-laws, elections for officers shall be by the members by written ballot. Nominations for the Directorships expiring in any year and for the elected officers of the corporation shall be by nomination from the floor at the Annual Meeting, or at such other meetings held for the purpose of election of Directors or officers of the corporation.

SECTION 10. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

SECTION 11. EMERGENCY MEETINGS. Emergency meetings of the Board of Directors may be called by or at the request of the President, or any two (2) Directors and one (1) officer. The person or persons authorized to call emergency meetings of the Board may fix any place, either within or without the State of Iowa, as the place for holding any emergency meeting of the Board called by them.

• A. NOTICE. An emergency meeting may be called for just cause immediately upon notification of the emergency to the President, or any two (2) Directors and one (1) officer. An attempt must be made to contact all officers and Directors.
• B. QUORUM. Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business at any emergency meeting of the Board. The three fixed members of the Board shall not have voting privileges at board meetings, except in the case of a tie vote, the Activities Director will be able to cast a ballot.

SECTION 1. OFFICERS. The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and Membership Chairperson, and such officers as may be elected in accordance with the provisions of the ARTICLE.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the members at the annual meeting. All officers must become paid members of the Norwalk Activity Booster Club.

SECTION 3. REMOVAL. Any officer, Director, or agent elected or appointed by the membership may be removed by the membership or the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The removal by the membership of any officer, Director, or agent shall require the same number of votes as are required hereunder for his or her election; the removal of any such person by the Board of Directors shall require a majority vote of the Board of Directors.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The President shall preside at all meetings of the Board of Directors. He or she may sign, with the Vice President, Secretary, or the Treasurer or any other proper officer of the corporation, all official documents, of the corporation authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws, or by statute to some other officer or agent of the corporation, and in general shall perform all duties incident to the office of President of corporations of a similar nature and such other duties as may be prescribed by the Board of Directors or the by-laws from time to time.

SECTION 6. VICE PRESIDENT. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors,

SECTION 7. SECRETARY. The Secretary shall keep the minutes of the meeting of the members and of the Board of Directors in one or more books provided for that purpose and shall maintain a current list of the members of the Association.

SECTION 8. TREASURER. The Treasurer shall supervise the financial records, funds and securities of the corporation, as directed by the Board of Directors from time to time.

SECTION 9. BONDING. At the direction of the Board of Directors, any officer or employee of the corporation shall furnish, at the expense of the corporation, a bond, in such a sum, as the Board shall prescribe.

SECTION 1. EXECUTIVE COMMITTEE. The Executive Committee of the corporation shall consist of the officers of the corporation. Subject to the limitations of Section 504A.21 of the Iowa Nonprofit Corporation Act, such committee shall exercise all of the authority of the Board of Directors in the management of the corporation.

SECTION 2. COMMITTEES. The Board of Directors shall appoint members to the following standing committees each year:

• a. Publicity - will be responsible for reporting to the public the news and notices of the organization as directed by the Executive Officers of the Board.
• b. Telephone - will be responsible for telephoning to others notices and news of the organization as directed by the Executive Officers of the Board.
• c. Historian - will be responsible for having and holding all public notices and news pertaining to Norwalk Activity Booster Club and pertaining to all public notices and news of the organization.

The President, subject to the approval of the Board of Directors, shall annually appoint such standing, special, or subcommittees as may be required or as he or she may find necessary.

SECTION 3. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 4. QUORUM. A majority of the whole committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present, shall be the act of the committee.

SECTION 5. RULES. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.

SECTION 6. CHAIRMAN. One member of each committee shall be appointed Chairman.

SECTION 1. CONTRACTS. The Board of Directors may authorize any Officer or Officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the corporation and such authority may be general or confined to the specific instances, provided, however, that any instrument affecting real estate in any manner shall be valid and effective as to this corporation, and all parties dealing with this corporation, when signed by two (2) officers of the corporation, one of which shall either be the President or Vice President of the corporation, and the other either Secretary or Treasurer of the corporation.

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 3. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

SECTION 4. GIFTS. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

SECTION 5. ALLOCATIONS. The Booster Club may allocate funds any time to each activity. The Activities Director will submit coaches/sponsors request to the Board in a timely manner for discussion or vote. At the end of the budget year, unspent money will remain in the general fund of Norwalk Activity Booster Club.

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its member, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record of giving the names and addresses of the members entitled to vote.

The fiscal year of the corporation shall begin on the first day of August and end on the last day of July in each year.

The corporation shall indemnify any director, officer, employee, agent, or volunteer of the corporation and each director, officer, employee, agent or volunteer of this corporation who is serving or who has served, at the request of Sr, officer, employe, agent or this corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against expenses, including attorney's fees, judgments, penalties, fines, settlement, and reasonable expenses, actually incurred by such director, officer, employee, agent, or volunteer relating to his or her conduct as director, officer, employee, agent or volunteer of this corporation, or as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, except that such indemnification shall not apply (i) to a breach of that person's duty of loyalty to the corporation, (ii) to acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for a transaction from which that person derives an improper personal benefit.

Any indemnification provided for in this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he/she had met the applicable standard of conduct set forth in this Article above. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (b) by special legal counsel, selected by the Board of Directors by vote as set forth in (a) above, or, if the requisite quorum of the full Board can not be obtained therefore, by a majority vote of the full Board, in which selection directors who are parties may participate.

The indemnification provided in this Article shall not be deemed exclusive of any other rights to which a person indemnified may be entitled under any by-law, agreement, vote of disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall insure to the benefit of the heirs, executors, and administrators of such person.

No amendment to or repeal of this Article shall apply to or have any effect on the indemnification hereunder of any director, officer, employee, agent, or volunteer of the corporation for or with respect to any acts or omissions of such person occurring prior to such amendment or repeal.

The corporation shall have no corporate seal.

Whenever any notice whatever is required to be given under the provisions of the Nonprofit Corporation Act of Iowa or under the provisions of the Articles of Incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time slated therein, shall be deemed equivalent to the giving of such notice.

The Executive Board shall prepare bylaws, which shall in turn be approved by a majority of the membership voting thereon. The by-laws shall include the provision for distribution of funds acquired by the Organization. The by-laws may be added to changed, or amended by a majority vote of the membership-at large at the annual meeting or a special meeting called by the Executive Board. Notice of change, addition, or amendment to be voted upon shall be made public at least fourteen (14) days prior to the meeting date.

The foregoing is bylaws of the NORWALK ACTIVITY CLUB, duly adopted at the Organization Meeting of said corporation held on the 21st day of August, 1994.