Bylaws

SECTION 1. The name of this corporation is the Norwalk Athletic Booster Club (“NABC”).

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

SECTION 3. The registered office of the Corporation in Iowa is that shown in the Articles of Incorporation, or in a

resolution of the Directors filed with the Secretary of State changing the registered office. The corporation may have

such other offices, as the Directors determine.

SECTION 4. The corporation may have a corporate seal of a design and form to be determined by the Board of Directors.

SECTION 1. Members shall consist of any firm, corporation, or individual interested in promoting the athletic programs at

Norwalk High School that have paid their membership for the current year.

SECTION 2. The membership categories and annual dues in this corporation shall be determined by the board on an

annual basis, are payable upon application for membership, and shall expire each year on July 31[1] .

SECTION 3. Members shall be entitled to attend meetings, hold office, make nominations, and serve on committees, and

generally exercise rights of membership as provided by law. Each member shall be entitled to one vote on any matter

submitted to a vote of the membership.

SECTION 4. Special meeting of this corporation or board may be called at any time by the president.

SECTION 5. The fiscal year shall run from August 1st through July 31st to coincide with the Norwalk Community School

District fiscal year.

SECTION 6. The corporation shall hold monthly meetings during the school year in addition to an annual meeting in July

to elect new officers. Additional meetings may be called as deemed necessary by the president.

SECTION 7. A quorum shall be present to vote on all motions. Four executive board members shall be considered a

quorum. Measures submitted for approval shall require a majority vote of those members present.

SECTION 8. Membership in the corporation is not transferable.

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

SECTION 2. The Board of Directors shall consist of 7 elected officers of the corporation along with the High School and

Middle School Activities Directors. Two student athletes may be chosen as representatives to sit on the board. The

elected officers must be paid members of the NABC at the time of their election and in each year of their elected term.

SECTION 3. Board members shall serve as liaison officers between coach, activity, and booster club. They will help

promote the club and attend all board meetings.

SECTION 4. The property, affairs and business of the corporation will be managed by the Directors and in accordance

with the state and federal laws governing Section 501(c)(3) corporations.

SECTION 5. No Director will have any right, title or interest in or to the property of the corporation.

SECTION 6. Any Director may resign at any time by giving written notice or email to the President or to the Secretary.

The resignation takes effect at the time specified by the Director and, the acceptance of the resignation is not necessary

to make it effective.

SECTION 7. Any Director may be removed, with or without cause. Removal requires a vote of a majority of the whole

number of Directors at a special meeting called for that purpose. Proper notice must be given in writing five (5) days

prior to the meeting.

SECTION 8. Proxies shall not be allowed.

SECTION 9. A quorum shall consist of at least 4 officers.

SECTION 10. Directors shall serve without compensation for their services as directors or for attendance at any meeting.

SECTION 1. The officers of the corporation shall be President, Vice President, Secretary, Treasurer, Membership

Chairperson, Public Relations, and Technology.

SECTION 2. The officers of the corporation shall be elected to a 2-year term by the members at the annual meeting.

Officers may be elected for more than 1 term.

SECTION 3. In the event of resignation or unexpected vacancy, the board of directors shall select a replacement to fill

that term, by majority vote of the board, from the persons nominated at the next board meeting. The person appointed

shall hold office until the end of the term.

SECTION 4. PRESIDENT

• President of this organization shall set the agenda and preside at all meetings, appoint all committees as shall be

necessary, and transact any other business which may pertain to the office.

• Shall communicate and consult with the NCSD Activities Directors regarding this organization’s plans, projects, and

activities. The athletic director shall communicate with the school district.

SECTION 5. VICE PRESIDENT

• Vice President shall perform the duties of the president when he/she is absent or unable to discharge the duties,

or at the request of the president, and in the case of vacancy on presidency until such vacancy is filled.

SECTION 6. SECRETARY

• Secretary shall keep an accurate record of all proceedings including members present at meetings.

• Shall present the minutes of the previous meeting and provide the agenda as set forth by the president.

• Shall instruct the board on appropriate meeting procedure. Unless otherwise agreed by the board, Robert’s Rules

of Order shall be used.

SECTION 7. TREASURER

• Treasurer will collect and record funds, issue receipts and checks for necessary payments as voted on, give a

report of accounts at each club meeting, and handle appropriate licensing and tax forms as required. A committee

may be used to complete these tasks.

SECTION 8. MEMBERSHIP CHAIRPERSON

• Membership Chairperson shall keep all membership records including a database of past and present members for

club use.

• Shall maintain a full accounting of the funds collected for memberships to reconcile with co-treasurers and

present at monthly meetings.

• Shall compile and organize a list of the members’ volunteer interests.

• Shall propose and promote programs which encourage membership

SECTION 9. PUBLIC RELATIONS

• Public relations will be responsible for reporting to the public the news, notices, and events of the club.

SECTION 10. TECHNOLOGY

• Technology will be responsible for maintaining the NABC website and maintain electronic forms of payment.

SECTION 11. CONCESSION COUNTING

• All officers and members of treasurer committee shall be responsible for counting concession money following

each athletic event and depositing to the bank.

SECTION 1. The funds of this club shall be used to further the success of each athletic activity. [2]

SECTION 2. The funds collected by the officers or members of the club shall be deposited in an account(s) approved by

the Board.

SECTION 3. The Board of Directors may accept on behalf of the corporation any contribution or gift for the general

purposes or any special purpose of the club.

SECTION 4. The Booster Club may allocate funds any time to each activity. Each activity will have their own account

within the club where funds raised by the activity will remain until needed. The Activities Directors 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 accounts.

Except for any prohibition against indemnification specifically set forth in these Bylaws or in the Revised Iowa Nonprofit

Corporation Act, as amended, the corporation will indemnify any present or former Director, officer, employee or agent

of this corporation, to the fullest extent permitted by law against expenses, including attorney’s fees, judgments, fines,

settlements and reasonable expenses, actually incurred by such person relating to his or her conduct as a Director,

officer, employee, member or agent of this corporation, except that the mandatory indemnification required by this

sentence shall not apply (i) to a breach of the duty of loyalty to the corporation; (ii) for acts or omissions not in good faith

or which involve intentional misconduct or knowing violation of the law; (iii) for a transaction from which such person

derived an improper personal benefit; or (iv) against judgments, penalties, fines and settlements arising from any

proceeding by or in the right of the corporation, or against expenses in any such case, where such person shall be

adjudged liable to the corporation.

Service on the Board of Directors of the corporation, or as an officer, employee or agent thereof, is deemed by this

corporation to have been undertaken and carried on in reliance by such persons on the full exercise by the corporation of

all powers of indemnification which are granted to it under these Articles and the Revised Iowa Nonprofit Corporation

Act as amended form time to time. Accordingly, the corporation shall exercise all of its powers whenever, as often as

necessary and to the fullest extent possible, to indemnify such person. Such indemnification shall be limited or denied

only when and to the extent provided above unless the Revised Iowa Non profit Corporation Act or other applicable legal

principles limit or deny the corporation’s authority to so act. This Article and the indemnification provisions of the

Revised Iowa Nonprofit Corporation Act (to the extent not otherwise governed by controlling precedent) shall be

construed liberally in favor of the indemnification of such person.

These Bylaws may be amended by a majority vote of the members present at any regular meeting or special meeting

called for such purpose. Notice of amendment to be voted upon shall be made public at least fourteen days prior to the

meeting date.

This corporation may designate such fiscal agents, investment advisors and custodians as the Board of Directors may at

any time, with or without cause, discontinue the use of the services of any such fiscal agent, investment advisor, or

custodian.

It shall be the policy of this corporation that the Board of Directors shall assume and discharge fiduciary responsibility

with respect to all funds held or administered by this corporation.

SECTION 1. Books and Records. The Board of Directors of this corporation will keep:

(1) records of all proceedings of the Board of Directors, and Committees; and

(2) all financial statement of this corporation; and

(3) Articles of Incorporation and Bylaws of this Corporation and all amendments and

restatements; and,

(4) its most recent Bienniel Report delivered to the Iowa Secretary of State; and

(5) other records and books of account necessary and appropriate to the Conduct of

the corporate business.

Such records shall be open to inspection upon the request of a Director.

SECTION 2. Audit and Publication. The records and books of this corporation will be audited or reviewed at least once in

each fiscal year in such a manner as may be deemed necessary or appropriate, and also shall make such inquiry as the

Board of Directors deems necessary or advisable into the condition of all trust and funds held by any Director, agent, or

custodian for the benefit of this corporation, and shall retain such person or firm for such purposes as it may deem

appropriate.

SECTION 3. The corporation may obtain bond on such people and in such amounts as may from time to time be deemed

necessary by the Board of Directors.

SECTION 4. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or

execute and deliver any instrument in the name of and on behalf of the NABC and such authority may be general or

confined to specific instances.

SECTION 1. Conflicts of Interest. The President shall develop and implement appropriate procedures to bring a Conflicts

of Interest Policy to the attention of all Directors and to maintain appropriate records that conflicts are disclosed prior to

Board action.

SECTION 2. Nondiscrimination. NABC recognizes the rights of all persons to equal opportunity in employment,

compensation, promotion, education, positions of leadership and power, and shall not discriminate against any director,

officer, contractor or any other person with whom it deals because of race, religion, color, creed, national origin, sex,

gender identity, sexual orientation, or disability.

SECTION 3. Accepting Gifts, Requests, and Donations. The President may accept any and all unconditional and

unrestricted gifts, bequests, devises and donations of money and property made to the NABC and, with the prior

approval of the Board of Directors, may accept any other bequests, devises and donations. In accepting gifts, bequests,

and devises it is the intention that the directors will manage the affairs in such a manner so as to comply with the

meaning of the terms and limitations of the Articles of Incorporation and these Bylaws so that such actions will not

jeopardize the federal income tax exemptions of this NABC pursuant to the provisions of Section 501(c)(3) of the Internal

Revenue Code of 1986 as now in force or as may be amended.