AMENDED AND RESTATED BYLAWS
OF
LAKE BRADDOCK ACADEMIC BOOSTERS CLUB, INC.
Approved May 24, 2007
The name of this corporation is the Lake Braddock Academic Boosters Club, Inc. (the " Corporation"):
• To promote excellence in scholarship and teaching by the students and faculty of Lake Braddock Secondary School.
• To support and encourage a wide variety of academically-related activities at Lake Braddock Secondary School, including but not limited to extracurricular activities, competition teams in academic subjects, and classroom-related activities which promote improved academic performance by the school and its students.
• To support students whose abilities and skill levels have already achieved high levels of academic performance as measured by class standing, standardized tests, and other metrics, and to encourage their striving for even higher achievements individually and in groups.
• To support students whose abilities and skill levels may not be at high levels as measured by class standing, standardized tests, or other metrics, but whose desire to improve their skills in academic fields is demonstrable, with recognition and encouragement for their efforts for higher achievements individually and in groups.
• To raise funds and provide financial support for such activities in furtherance of these objectives.
• To provide a forum for students, parents, faculty, and administrators with interests in promoting academic excellence at Lake Braddock Secondary School to examine and address the nature of academic excellence and means by which it can be encouraged and achieved.
• To build awareness, inside and outside the school, of Lake Braddock Secondary School as a community supportive of academic excellence.
ARTICLE I
Offices
The registered office of the Corporation shall be in the Commonwealth of Virginia in the County of Fairfax. The Corporation may also have offices at such other places, within or without the Commonwealth of Virginia, as the Board determines from time to time or the business of the Corporation requires.
Amended and Restated Bylaws
Approved May 24, 2007
ARTICLE II
Membership
2.1 Class of Membership. The Corporation shall have one class of membership.
2.2 Voting Rights. Each member of the Corporation shall have full voting rights.
2.3 Eligibility for Membership. Families/guardians of students enrolled in Lake Braddock Secondary School, school administration and faculty, and all persons whose interests are to further the purposes of the Corporation, as set forth in the Articles of Incorporation, shall be eligible for membership in the Corporation.
2.4 Membership Fees. The Board of Directors shall establish annual fees for membership in the Corporation. Fees shall not be pro-rated or refunds provided.
2.5 Membership Lists. The Board of Directors shall prepare or cause to be prepared a list of the members of the Corporation at least one time per year. The membership list shall be updated as deemed necessary by the board.
ARTICLE III
Meetings of Members
3.1 Meetings. A general meeting of members for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held at such date and time as shall be designated by the Board of Directors. When directors or officers are to be elected by members, the Board of Directors may determine to conduct the election by mail or by electronic transmission.
3.2 Special Meetings. Special meetings of members shall be called by the President as directed by resolution of the Board of Directors, or upon a petition signed by twenty-five per cent (25%) of the members having been presented to the Secretary.
3.3 Notice of Meetings. Written notice of a meeting of the members stating the place, date, and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given, either personally or through notice by mail, electronic transmission, or in Bruin Voices or other publication sent to the membership at least ten (10) days but no more than sixty (60) days in advance of the meeting. Any notice of a meeting to act on an amendment of the articles of incorporation or these bylaws shall be accompanied by a copy of the proposed amendment.
3. 4 Quorum. Except as otherwise required by statute or by the articles of incorporation, a minimum of five (5) members in good standing will constitute a quorum for the transaction of business of the Corporation, regardless of whether such business is conducted by the members present or represented by proxy at a general or special meeting, or by the members via mail or electronic transmission in accordance with these bylaws .
3.5 Manner of acting. The vote of a majority of the votes by the members present or represented by proxy at any meeting where a quorum is present, or by the members via mail or electronic communication where a quorum participates in accordance with these bylaws, shall decide any question brought before the membership, unless the question is one upon which, by express provision of the statutes or of the articles of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
3.6 Proxies. A member may appoint as his/her proxy only a member of his/her immediate family (as defined by the Board of Directors) or another member of the Corporation. Any proxy must be filed with the Secretary at least forty-eight (48) hours before the appointed time of each meeting.
ARTICLE IV
Board of Directors
4.1 Appointment of directors. The Board of Directors will include the four elected officers of the Corporation (President, Vice President, Secretary and Treasurer) and school representative(s). All other members of the Board of Directors shall be appointed from among members in good standing by the four elected officers of the Corporation.
4.2 Terms. Directors will be appointed for terms of one school year, ending on June 30.
4.3 Removal. A director may be removed at any time by the members at a special meeting duly called for such purpose.
4.4 Ex Officio Members. The immediate past president of the Corporation may serve as an ex-officio voting member of the Board of Directors.
4.5 School Representatives. The principal of the school shall appoint at least one (1) and up to three (3) representatives to participate in board meetings. Up to two (2) of the representative(s) shall be voting member(s) of the Board of Directors, as designated by the principal. The school representatives will serve as a liaison(s) with the school administration, faculty, and school director of student activities. The liaison(s) shall be responsible for reporting to the Board of Directors regarding ongoing events and activities that relate to areas of interest to the mission of the Corporation.
4.6 General Powers. All corporate powers shall be exercised by or under the authority of, and the business of the Corporation managed under the direction of, the Board of Directors, which may do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the members.
4.7 Place of Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the Commonwealth of Virginia.
4.8 Annual Meeting. The first meeting of a new Board of Directors shall be held within 30 days following the installation of newly elected officers.
4.9 Regular meetings. Regular meetings of the Board of Directors may be held w ithout notice at such time and such place as shall from time to time be determined by the Board.
4.10 Special meetings. Special meetings of the Board may be called by the President on two days' notice to each director; special meetings shall be c alled by the President or Secretary in like manner and on like notice on the written request of three or more directors.
4.11 Quorum. Except as otherwise provided by law or in these bylaws, at all meetings of the Board, a majority of the entire Board (but not less than two directors) shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another place, date, and time.
4.12 Conduct of meetings. At each meeting of the Board, the President or, in his/her absence, the Vice-President or a director chosen by the majority of the directors present, shall act as chair of the meeting. The Secretary or, in his/her absence, any person appointed by the chair of the meeting, shall act as Secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the Board shall be determined by the chairman of the meeting.
4.13 Conference call meetings. Unless otherwise restricted by the articles of incorporation or these bylaws, members of the Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment, and such participation in a meeting shall constitute presence at the meeting.
4.14 Action without meeting. Action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each Board member either before or after the action was taken, and included in the minutes reflecting the action taken. Action taken under this section shall be effective when the last Board member signs the consent unless the consent specifies a different effective date and states the date of execution of each Board member, in which event it shall be effective according to the terms of the consent.
4.15 Committees. The Board of Directors may appoint committees composed of at least one director assisted as necessary by members of the Corporation and may delegate to such committees any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation. The committees shall keep minutes of their proceedings and shall report the same to the Board of Directors when required, and any action of the committees shall be subject to revision and alteration by the Board of Directors, provided that no rights of third persons shall be affected by any such revision or alteration. Unless otherwise provided by the Board of Directors, the procedures that apply to the conduct of business by the Board of Directors shall apply to all committees as well.
4.16 Compensation of directors. No director shall be compensated for serving as a director. Such prohibition shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor, or the reimbursement of any director for out of pocket expenses incurred on behalf of the Corporation.
ARTICLE V
Officers
5.1 Executive officers. The executive officers of the Corporation shall be a president, a vice president, a secretary, and a treasurer. The Board may also elect or appoint any other officers it deems necessary or desirable for the conduct of the business of the Corporation, each of whom shall have such powers and duties as the Board determines. Any officer may hold any other office in the Corporation at the same time, except that the President may not hold the office of Secretary. Each of the four executive officers in this section 5.1 shall be a director of the Corporation.
5.2 Duties:
5.2.a President . The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board of Directors and of the membership. The President shall generally manage the business and affairs of the Corporation, subject to the control of the Board, and shall have such other powers and duties as the Board assigns to him/her.
5.2.b Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall have such other powers and duties as the board or the President shall assign to him/her.
5.2.c Secretary. The Secretary shall be responsible for maintaining an accurate record of all meetings of the Board of Directors and all meetings of the members and shall perform like duties for the committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Board and the membership, and shall perform such other duties as may be prescribed by the Board or the President.
5.2.d Treasurer. Subject to the control of the Board, the Treasurer shall have control and custody of the corporate funds and the books relating thereto, shall perform all other duties incident to the office of Treasurer, and shall have such powers and duties as the Board of Directors shall assign to him/her.
5.3 Election of Officers. Except as otherwise provided by law or by these by laws, the officers shall be elected annually by the members either (1) at a general meeting of the members, or (2) by mail or electronic transmission. The Board of Directors shall present a slate of candidates to be considered for nomination to the membership through notice by mail, electronic transmission, or in Bruin Voices or other publication sent to the membership at least twenty (20) days prior to the meeting or the date by which members are required to submit their vote(s) by mail or electronic transmission. Nominations may also be made by members from the floor at the general membership meeting or by mail or electronic transmission, provided that any such intended nomination is disclosed to the Secretary at least five (5) days prior to the meeting or the date by which members are required to submit their vote(s) by mail or electronic transmission, and any such prospective nominee agrees to serve as an officer if elected.
5.4 Terms. Officers will be elected for terms of one year, which normally end on June 30. However, each officer shall hold his/her office until his/her successor shall have been duly elected. Officers may serve consecutive one-year terms in the same office.
5,5 Removal. An officer may be removed at any time by a majority of the members of the Corporation at a meeting duly called for such purpose.
5.6 Vacancies. If an office becomes vacant for any reason, the Board may fill the vacancy, and each officer so elected shall serve for the remainder of his/her predecessor's term.
ARTICLE VI
Finance
6.1 Annual budget. The annual budget of the Corporation shall be adopted each year by the Board of Directors at its first regular meeting in the fiscal year.The Board of Directors shall periodically review the annual budget and may make any revisions thereto as deemed advisable in furtherance of the purposes of the Corporation as set forth in these bylaws.
6.2 Fiscal year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
6.3 Disbursement of funds . All funds shall be deposited into an account in the name of the Corporation. Funds of the Corporation shall be allocated by the Board solely to support the Corporation's purposes and objectives as set forth in these bylaws. Board approval is necessary for any expenditure in excess of $100. The President and Treasurer are authorized to(1) individually sign checks on behalf of the Corporation, and (2) mutually approve any expenditure less than $100 for a budgeted or non-budgeted item.
6.4 B Acceptance of gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.
ARTICLE VII
General Provisions
7.1 Seal. The Corporation's seal shall be in such form as is required by law and as shall be approved by the Board of Directors. The inclusion of the word "SEAL" on any instrument required to be executed under seal shall constitute the seal of the Corporation.
7.2 Conflict with Law, etc. These bylaws are subject to the provisions of the Virginia Nonstock Corporation Act and to the Corporation's articles of incorporation, as they may be amended from time to time. If any provision of these bylaws is inconsistent with a provision of said law or of the articles of incorporation, the provision of the law or of the articles of incorporation, as the case may be, shall govern.
7.3 Parliamentary Authority . The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the conduct of meetings of the Board of Directors and the membership in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order which the Board may adopt.
7.4 Contracts with interested parties. The Corporation may enter into contracts and otherwise transact business as vendor, purchaser or otherwise with its directors and officers and corporations, trusts, firms and associations in which they are or may be or become interested as directors, officers, shareholders, members, trustees, beneficiaries or otherwise, as freely as though such adverse interest did not exist; provided that the nature of the interest of such director or officer, though not necessarily the details or extent thereof, be known by or disclosed to a majority of the directors. A general notice that a director or officer of the Corporation is interested in any corporation, trust, firm, or association shall be sufficient disclosure as to such director or officer with respect to all contracts and transactions with that corporation, trust, firm, or association. If any Officer or Board member feels that a conflict of interest exists based on this disclosure, the
Officer or Board member who has made the disclosure must abstain from voting on the matter involved. In the event that a person must abstain from a vote due to conflict of interest as defined in this section, that person shall be absent from the discussion and vote on the issue.
ARTICLE VIII
Amendments
8.1 Amendments. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the members at any regular or special meeting of the members, provided notice of such alteration, amendment, repeal, or adoption of new bylaws be contained in the notice of such meeting of members. The Board of Directors may determine to conduct the adoption of such alteration, amendment, repeal, or adoption of new bylaws by mail or by electronic Transmission.
Amended and Restated Bylaws
Approved May 24, 2007
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