Westminster Men’s Lacrosse Club Bylaws
Articles of Incorporation and Bylaws
WESTMINSTER MEN’S LACROSSE BOOSTER CLUB
A Utah Nonprofit Corporation
Incorporation Date:
________
Last Updated on:________
Article 1: Name and Location
Section 1.1: Name
The name of this organization shall be the Westminster Men’s Lacrosse
Booster Club, hereinafter referred to as the Westminster Men’s Lacrosse
Booster Club. The Westminster Men’s Lacrosse Booster Club is located at
6414 91st Avenue Court West, University Place, Washington 98467. The
Westminster Men’s Lacrosse Booster Club operates under Westminster Men’s
Lacrosse Booster Club, Inc as a 501(c)(3) organization.
Section 1.2: Location
All Westminster Men’s Lacrosse Booster Club meetings will be held on Zoom
or like media as designated by club officers.
Article 2: Purpose
Section 2.1: Non-Profit Charitable Organization
The Westminster Men’s Lacrosse Booster Club is organized as a non-profit
charitable organization and shall be dedicated to supporting and promoting
the growth and spirit of the men’s lacrosse program. The mission of the
Westminster Men’s Lacrosse Booster Club is to assist in fundraising and
events for the men’s lacrosse program as identified by the Board and to foster
positive relationships within the Westminster University community. The
Westminster Men’s Lacrosse Booster Club will promote a positive image that
supports player pride, parent participation, sportsmanship, and school spirit.Section 2.2: Fundraising
The Westminster Men’s Lacrosse Booster Club will raise funds through
various fundraising activities for the sole purpose and in support of building a
strong and competitive Lacrosse program.
No part of the earnings of the Westminster Men’s Lacrosse Booster Club shall
inure to the benefit of, or be distributed to, its members, directors, officers, or
other private persons, except that the Westminster Men’s Lacrosse Booster
Club shall be authorized to pay reasonable compensation for services
rendered.
Notwithstanding any other provision of these articles, the Westminster Men’s
Lacrosse Booster Club shall not carry on any other activities not permitted to
be carried on by a corporation exempt from federal income tax under Section
501(c)(3) of the Internal Revenue Code.
Article 3: Organization and Terms
Section 3.1 Powers
The business and affairs of the Corporation shall be managed by officers
serving on a board of directors which shall exercise or direct the exercise of all
corporate powers provided under the law or the Articles of Incorporation.
These officers shall be known as the Westminster Men’s Lacrosse Booster
Club Board (hereafter referred to as “the Board” or “Board of Directors”).
Section 3.2 Board of Directors and Committees
The Executive Board of Directors shall consist of six (6) members with voting
rights including the President, Vice-President, Secretary, Treasurer,
Fundraising, and Event members. In addition, the board may appoint an
additional two voting members to the Board of Directors for a total of (7 or 8)
voting board members. When adding these two additional board members,
the criteria evaluated shall be focused on critical skill sets (e.g. marketing,communications, concessions, finance, legal, etc.). The Board also may
appoint voluntary committee chairs as necessary to carry out specific tasks.
The Board of Directors may fix or change from time to time the number of
directors within such minimum and maximum number of directors. No
reduction in the number of directors shall have the effect of removing any
director prior to the expiration of his/her term of office.
Section 3.3 Qualifications
Any qualified individual in good standing and who possesses the skill sets
necessary for efficient professional, and ethical club operation is eligible for
nomination to the board.
Section 3.4 Nominating Procedures
A. The initial Executive Board of Directors will be chosen by a
Special Election Committee consisting of individuals within the
community with a vested interest in the success of the lacrosse
program.
B. Thereafter, Executive Board positions shall be nominated and
selected and/or re-elected every two (2) years, by the Board.
C. General board members will be selected and appointed by the
Board as necessary. Terms shall end coinciding with the event
and/or program they are charged with managing or at the end of
that fiscal year, whichever is longer.
D. All Officers and Committee Chairs must be members in good
standing at the time of election and remain so during the term of
office. A member in good standing is a member who represents
the Westminster Men’s Lacrosse Booster Club with
sportsmanship, courtesy, and respect at meetings, club activities
and games. Disrespect, unsportsmanlike conduct and the use of
profanity will not be tolerated at the above events and can cause
termination of membership.E. Only one member per household may hold a voting Board
position. If any household has more than one family member on
the board, then the vote will be counted as a single vote.
F. Current board members may stand for election successive terms.
G. No board member may nominate him/herself for reelection.
Section 3.5 Election of Directors and Officers
Initial Executive Board positions will be filled by a vote of a Special Election
Committee. The Special Election Committee will accept nominations from any
qualified individual. Nominees will be interviewed and vetted by the
committee and a final vote determined by a simple majority.
Executive board membership elections in general board membership
appointment shall be made without regard to race, sex, color, religion, creed
or national origin.
New directors shall be elected at the annual meeting of board directors by a
vote of the current Board of Directors, including the directors, whose term is
expiring. Any qualified individual nominated by a board member may stand for
election to the board of directors.
Each newly elected director shall hold office for the term of their position or
until their successor shall be elected and qualified.
Any officer may be removed, either with or without cause, by action of the
Board of Directors by special meeting and a vote by the Executive Board of
Directors.
Any officer may resign at any time by giving written notice to the president or
secretary of the corporation. Any such resignation shall take effect upon
receipt of such notice of at any later time specified therein.
Unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective, provided that the Board of Directorsmay reject any ante-dated resignation by notice in writing to the resigning
officer.
This section shall not affect the rights of the corporation or any officer under
any express contract of employment.
Section 3.6: Term
The term of the office for Executive Board Members shall be two (2) years and
shall run congruent with the organization's fiscal year (January 1 – December
31). The initial terms of office for each of the directors may be staggered so
that the directors do not all leave office at one time. The term of office for
appointed directors or committee chairs shall be one (1) year or until specified
event is concluded.
Section 3.7: Vacancies
A vacancy in the Board of Directors shall exist upon the death, resignation or
removal of any director.
Vacancies in the Board of Directors shall be filled by a majority vote of the
remaining directors, though less than a quorum, or by the sole remaining
director. Each director so elected shall hold office for the balance of the
unexpired term of his/her predecessor and tell his/her successor is elected
and qualified.
Any directorship to be filled by a reason for an increase in the number of
directors of the Corporation shall be filled by a majority vote of the number of
directors fixed by the bylaws prior to such increase.
If the Board of Directors accepts the resignation of a director tendered to take
effect at the future time, a successor may be elected to take office when the
resignation becomes effective.
Section 3.8: Removal of DirectorsAny officer may be removed, either with or without cause, by action of the
Board of Directors by a special meeting and a vote of the executive Board of
Directors.
Any officer may resign at any time by giving written notice to the President or
Secretary of the Corporation. Any such resignation shall take effect upon
receipt of such notice or at any later times specified therein. Unless otherwise
specified there in the acceptance of such resignation, shall not be necessary
to make it effective, provided that the Board of Directors may reject any
ante-dated resignation by notice in writing to the resigning officer.
This section shall not affect the rights of the corporation or any officer unless
any express contract of employment.
Article for: Executive Board Membership, Duties and Responsibilities
Section 4.1: President
The President shall be the chief executive officer of the Corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and affairs of the Corporation. He/she
shall have the general powers and duties of management usually vested in
the office of President of a Corporation and she'll have such other powers and
duties as may be prescribed by the Board of Directors or the bylaws. The
President is an authorized cosigner on all accounts.
The President shall preside at all meetings of the Westminster Men's
Lacrosse Booster Club and of the board. He/she shall appoint/dissolve any
committees with the concurrence of the board and serve as ex-officio a
member of all standing committees. The president will monitor and assess
goals and budget performance. He/she serves as the primary spokesperson
for the Westminster Men's Lacrosse Booster Club, except as otherwise
specified. The President shall facilitate and maintain relationships between the
Westminster Men's Lacrosse Booster Club and Westminster University, men's
lacrosse coach and staff, athletic director, and the assistant athletic director of
sports.Section 4.2: Vice President
The Vice President carries out the role of the President in the event. The
President cannot do so. Job shadows the President and takes care of any
business appointed to them by the President. The Vice President is a cosigner
on all accounts.
Section 4.3: Treasurer
The Treasurer’s shall have charge and custody of and be responsible for all
funds, securities and related accounts of the Westminster Men's Lacrosse
Booster Club. It is the Treasurer's responsibility to give/receive receipts for
money due and payable to Westminster Men's Lacrosse Booster Club from
any source and deposit all such money in the name of the club. The Treasurer
is also a cosigner on all bank accounts. The Treasure shall present detailed
records of all incoming and outgoing monies at each Westminster Men's
Lacrosse Booster Club meeting, and will ensure that expenditure not
budgeted, or exceeding existing budgets, is approved by the board. The
Treasurer will actively comply with and facilitate any and all audit processes
and procedures that are set forth by the board.
Section 4.4: Secretary/Communications
The Secretary/Communications shall keep or cause to be kept at the principal
office of the corporation or such other place as the Board of Directors may
direct, a book of minutes of all meetings of directors, showing the time and
place of the meeting, whether it was regular or special, and a special, how
authorized, the notice given, the names of those present at the directors
meetings, and the proceedings there of. The secretary is a cosigner of bank
account accounts.
The Secretary/Communications Director directs and oversees communication,
marketing, and promotion and acts as media liaison. The
Secretary/Communications Director maintains the website and social media
pages if applicable and ensures consistency in the messaging across allmedia. The Secretary/Communications Director is also tasked to maintain
email databases and to send email correspondence as needed to bolster
communication with families, volunteers, coaches, and sponsors.
Section 4.5: Fundraising Chair
The Fundraising Chair manages promotions to the fund of the Westminster
Men's Lacrosse Booster Club, primarily through corporate and individual
sponsorship programs and identified recurring fundraising activities.
Responsibilities include advertising sales for banners, programs, and website
sponsors, as well as oversight of the publication of a program guide. The
fundraising chair will solicit businesses to generate interest in the Westminster
Men's Lacrosse Booster Club sponsorship programs. The Fundraising Chair
works closely with the Treasure to ensure funds are being collected and
maintains an ongoing record of sponsorships/advertisers. The Fundraising
Chair also solicits bids from printing companies to produce the lacrosse
program and printing banners for new sponsors.
Section 4.6: Event Chair
The Event Chair leads and oversees the planning and execution of an event.
This includes setting objectives, coordinating sub-committees, managing
timelines, and ensuring the event runs smoothly. The Event Chair acts as a
leader, motivator, and communicator guiding the event team and Board.
Section 4.7: Westminster Men's Lacrosse Booster Club Head Coach
The Head Coach of Westminster University Men's Lacrosse, or someone who
won the Head Coach of points, she'll have an honorary position on the board.
This position has no voting rights or direct involvement with a business aside
from this organization. The duties of an honorary board member may include:
A. Attending scheduled board meetings.
B. Acting as a liaison between the University and the Westminster
men's lacrosse club booster club.C. Meetings with executive directors to discuss the organizations,
strengths, challenges, and needs.
D. Serving as an advocate for the organization.
E. Providing strategic advice and addressing risks and opportunities.
Article 5: General Board Members
Subject to law the provisions of the articles of incorporation and the bylaws,
the Board of Directors may appoint General Board members as executive
coordinators for committees as may be necessary from time to time. The
executive coordinator and subcommittee members shall have such powers as
designated by the board with terms to end with the event and/or program they
are charged with managing or at the end of that fiscal year, whichever is
longer. Executive coordinators and committees shall hold offices at the
pleasure of the board of directors.
Section 5.1: Director of Communications
Article 6: Membership
There should be no members of the corporation beyond the established
executive and general members serving on the board.
Article 7: Parliamentary Procedures
Section 7.1: Meetings
A. A minimum of five voting members of the board must be present
to conduct business at any regular scheduled meeting.
B. Meetings of the Board of Directors shall be held at least six times
per year with schedule meetings occurring every other month.
C. During the season, and as needed in the off-season, special
meetings of the Board of Directors for any purpose or purposes,may be called at any time by the President, by the Vice President,
by the Secretary, or by a Sole Director.
D. Meetings of the Board of Directors shall be held yet such a place
as may be designated from time to time by the Board of Directors
or other person calling the meeting. Meetings may also be held
remotely by Zoom call.
E. Robert's rules of order (latest edition) show government meetings
when they are not in conflict with the Westminster Men's Lacrosse
Booster Club, bylaws, or by other specific rules or procedures or
by others adopted by the board.
Section 7.2: notice of special meetings
Notice of the time and place for a special meeting she'll be given orally or
delivered in writing personally or by email or text at least 24 hours before the
meeting. Notice shall be sufficient if received at the required time or if emailed
or text not less than 48 hours before the meeting from the place where the
Corporation's principal place of business is located. Notices emailed or text
shall be directed to the email address or phone number shown on the
corporate records or to the directors actual address ascertained by the person
giving the notice.
Notice of the time and place of holding and adjourned meeting need not be
given if such time and place be fixed at the meeting adjourned attendance
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of attaining
to the transaction of any business because the meeting is not lawfully
conducted or convened.
Article 8: Parliamentary Authority
Section 8.1: Quorum and Vote
Attendance by a majority of directors shall constitute a quorum for the
transaction of business. The action of a majority of the directors at any
meeting at which a quorum is president shall be the act of the Board of
Directors.A director of the corporation who is present at a meeting of the Board of
Directors, at which action on any corporate matter is taken, shall be presumed
to have assented to the action taken unless he/she:
A. Enters their dissent in the minutes to the meeting, or
B. Files written dissent to such action with a person acting as the
secretary of the meeting before the adjourned there of, or.
C. Such dissent by certified or registered mail to the secretary of the
corporation immediately after the adjournment of the meeting.
The right to dissent shall not apply to the director who voted from such action.
All ties on any vote shall be decided by the majority of the executive
members.
Section 8.2: Transactions with Directors
Any contract or other transaction between the corporation and one or more of
its directors, or between the corporation and another party in which one or
more of its directors is interested, shall be valid, notwithstanding the presence
or participation of such director or directors in a meeting of the board
directors, which act upon or in reference to such contract or transaction, if.
A. The fact of such interest shall be disclosed or known to the board
of directors, and
B. The board authorizes or approves such contract or transaction by
a vote of a majority of the disinterested directors present and
entitled to vote.
C. Such interested director or directors may be counted in
determining whether a quorum is present at any such meeting,
but shall not be entitled to vote on such contract or transaction
and shall not be counted in determining the majority necessary to
carry such vote.
D. If there are no directors entitled to vote on the contractor
transaction, such contractor transaction, shall be valid, ifauthorized or ratified by the vote or written consent of a majority of
the interested directors.
This section shall not invalidate any contract or other transaction, which would
otherwise be valid under applicable law.
Notwithstanding the above, no loans shall be made by the corporation to any
of its directors or officers.
Section 8.3: Compensation
No director shall receive any compensation for serving as a director. Nothing
provided herein shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefore.
Section 8.4: Director liability
No director of the corporation still have personal liability to the corporation for
monetary damages arising out of such directors conduct as a director
occurring after the date of filing of the article articles of incorporation, except
for the following:
A. Any breach of the directors duty of loyalty to the corporation.
B. Acts or emissions not in good faith, or which involve intentional
misconduct or a known violation of the law.
C. A directors civil liability for the negligence performance of the
directors duties should be limited to the act of gross negligence
and intentional acts.
Article 9: Corporate Records and Reports – Inspection
Section 9.1: Corporate Records
The Corporation shall maintain adequate and correct books. Records and
accounts of its business, businesses and properties, including minutes of all
meetings of directors or committees of directors, and a record of all actionstaken by the directors without a meeting. All such books, records, and
accounts shall be kept at its place of business as fixed by the border directors
from time to time except as otherwise provided.
Section 9.2: Inspection of certain returns and other information
Corporation shall make available for inspection by any individual by request. A
copy of its annual federal information return for a tax exempt entity (form 990)
for the previous three years and the application for exemption from tax (form
1023) along with all supporting documents. The corporation shall not make
available for inspection, the name or address of any contributor to the
corporation.
Section 9.3: Execution of documents
The Board of Directors may, except as otherwise provided in the bylaws,
authorize any officer or agent to enter any contract or execute any instrument
in the name of and on behalf of the corporation. Such authority may be
general or confined to specific instances. Unless so authorized by the Board
of Directors, no single officer, agent, or employee shall have any power or
authority to buy the corporation by any contractor engagement, or to pledge
its credit, or surrender it liable for any purposes or for any amount.
Article 10: Finances
Section 10.1: Fiscal year
The fiscal year of the Corporation shall begin on January one and end on
December 31 of each year.
Section 10.2: budget
A tentative budget shall be drafted in the fall for the upcoming lacrosse
season and will be presented for approval by a majority vote of the board
members by June 30 each year.
.
Section 10.3: Payments and disbursementsAll checks, drafts, or other orders for payment of money, notes, or other
evidence of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by the treasurer, and in such manner
as shall be determined from time to time by resolution of the Board of
Directors.
Section 10.4: Corporate funds
The Treasurer shall keep accurate records of any disbursements, income, and
bank account information in accordance with generally accepted accounting
procedures.
Section 10.5: Signature authority
Two signatures shall be required on all checks. Eligible signers shall be the
President, Vice president, Treasurer, and Secretary. The board may vote to
designate additional signatories and/or authorize certain executive or general
board members to receive a credit or debit card with specific spending limit
set forth in order to effectively conduct club business. All credit or debit
transactions must be verified by a receipt to the Treasurer. No personal
expenses may ever be put on the card.
Section 10.6: Handling cash
Any time money (cash) is received will be handled according to the board
cash management process and will be double counted by two appointed
committee members and/or volunteers with receipts provided.
Each will sign and a test to the amount transferred, providing appropriate
documentation. Monies and documentation will be held in a money bag and
she'll be turned in to the treasurer within 24 hours following any function or
money is collected. If the treasure is unavailable, the money bag will give
them to the secretary for proper handling.
Section 10.7: Reimbursement of expensesA. To receive reimbursement of expenses, the requester must
complete a voucher form, clearly identifying the purchase and
reason for reimbursement.
B. Your seats are to be attached to the voucher form.
C. No cash reimbursement will be given no matter the amount of the
reimbursement. Funds will be reimbursed via the Westminster
men's lacrosse booster club account check.
Section 10.8: Audits
Finances and accounts will be audited at least once yearly by the Westminster
Men's Lacrosse Booster Club auditor (to be identified and appointed by a
major majority board vote). This auditor role must be performed by an outside
entity, external to the Westminster Men's Lacrosse Booster Club and its
members.
An auto cycle audit may be initiated at any time by two or more board
members.
Section 10.9: Unbudgeted expenditures
Any expenditure or commitment, not budgeted, or exceeding existing
approved budgets, must be approved by the board.
Article 11: general provisions
Section 11.1: amendment of bylaws
A. Except otherwise provided by law, the board of directors may
amend or repeal these bylaws or adopt new bylaws.
B. Whenever an amendment or New by law is adopted, it shall be
copied into the minutes book with the original bylaws in the
appropriate place. If any bylaws is repealed, the fact of repeal,
and the date on which the repeal occurred shall be stated in such
book and place.Section 11.2: Waiver of notice
Whenever any notice to any director is required by law, the articles of
incorporation or the bylaws, a waiver of notice in writing should be signed at
any time by the person entitled to notice shall be equivalent to the giving of a
notice.
Section 11.3: Action without a meeting
Any action which the law, the articles of incorporation or the bylaws require or
permit the directors to take at a meeting, maybe be taken without a meeting if
a consent by email or text messaging, set for the action so taken, is signed by
all of the directors, entitled to vote on the matter. The consent, which shall
have the same effect as a unanimous vote of the directors, shall be filed in the
records of minutes of the corporation.
Section 11.4: Action by communications equipment
Any action required, or which may be taken at a meeting of directors may be
taken by means of conference, telephone or similar communications
equipment (such as email or text messaging) by means of which all
participating members can hear each other at the same time.
End of articles.
I hear by certified that the foregoing amended bylaws, consisting of pages
were and are the amended bylaws adapted by the directors at the meeting of
the board of directors for the corporation on July 1, 2025 and that I make this
certificate to identify the same pursuit instructions of the Board of Directors
_______________________________
By:_______________________________
Typed Name and Title
_______________________________