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CONSTITUTION AND BYLAWS OF SHO-ME BAND BOOSTERS, INC.
ARTICLE I. NAME
The name of the corporation shall be SHO-ME BAND BOOSTERS, INC., of Poplar Bluff, Missouri. Said corporation shall be incorporated under and according
to the laws of the State of Missouri.
ARTICLE II. OFFICES
The principle office of the corporation in the State of Missouri shall be located in Poplar Bluff, Butler County, Missouri. The corporation may have such other
offices, either within or without the State of Missouri as the business of the corporation may require from time to time.
The registered office of the corporation may be, but need not be identical with the principle office in the State of Missouri, and the address of the registered
office may be changed from time to time by the board of directors.
ARTICLE III. PURPOSE
The purposes of the Show-Me Band Boosters, Inc., are:
a. To give encouragement to all students participating in the band program of
Poplar Bluff R1 School District, and to promote self esteem among these
students.
b. To support the band program of the Poplar Bluff R1 School District, both
financially and otherwise, through fund raising and other activities.
c. To promote community awareness of the band program and its activities.
d. To acknowledge and honor persons for outstanding achievement or
contribution to the band program.
e. To receive and take by gift, grant, assignment, transfer, devise, or bequest
any real or personal property in trust for any charitable, religious,
educational, scientific or benevolent purposes and for such other purposes
as may be necessary and proper for carrying on its legitimate affairs and to
execute and perform all such trusts in accordance with the terms, conditions,
limitations and restrictions thereof.
f To sell, convey, mortgage, pledge, lease as lessor and otherwise dispose of
all or any part of its property and assets.
g. To enter into, make, perform, and carry out contracts of every sort and kind, for
any lawful purpose, with any person, firm, association or corporation whether public,
private or municipal, or body politic and with the government of the United States or any
other state, territory or colony thereof or any foreign government.
h. To do any and everything necessary or convenient for the accomplishment of any of the
purposes or the attainment of any of the objects or the further instances of any of the powers
herein above enumerated, either for itself or as agent for any person, firm or corporation, either
alone or in association with other corporations or with any firm or individual to engage in any
other lawful business or operation deemed advantageous or desirable, and to do any and
everything incidental to growing out, or germane to any of the forgoing purposes or object, and
to have and exercise all of the powers and right conferred by the laws of the State of Missouri,
upon corporations formed under the act herein above referred to and all acts amendatory thereof
and supplemented thereto, it being expressly provided that the forgoing clauses shall be construed
both as objects and powers and shall be in furtherance and not in limitation of the powers conferred
by the laws of the State of Missouri and that the forgoing enumeration of specific powers shall not
be held to alter or restrict in any manner the general powers of this corporation.
ARTICLE IV. MEMBERS
SECTION I. Membership in the Corporation.
Membership in the corporation shall consists of the families of band members, alumni and community patrons paying their dues as
specified annually. All members may act and vote in the transaction of the business of the corporation.
SECTION II Annual Meeting.
The annual meeting of the members shall be held at the spring banquet in May of each year for the purpose of electing officers and directors
and for the transaction of such other business as may come before the meeting. A slate of officers shall be submitted by the nominating
committee prior to the annual meeting. Nominations will also be accepted from the floor at that time. If the election of officers and directors
shall not be held on the date designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the
election to be held at a meeting of the members as soon thereafter as conveniently may be.
SECTION III Monthly Meetings.
The members shall hold regular monthly meetings at such time and place as determined by the officers.
SECTION IV Special Meetings.
Special meetings of the members may be called by the President, by the board of directors or by members having one-fifth (1/5) of the votes
entitled to be cast at such meetings or fifty (50) members, which ever is greater.
SECTION V Place of Meeting.
The board of directors may designate any place within the City of Poplar Bluff as the place of meeting for any annual meeting or for any special
meeting called by the board of directors.
SECTION VI Notice of Meetings.
Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting the purpose or purposes for which
the meeting is called shall be delivered not less than five (5) nor more than forty (40) days before the date of the meeting, either personally or
by mail, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member
at his or her address as it appears on the records of the corporation, with postage thereon prepaid.
SECTION VII Waiver of Notice.
Any notice required by these By-laws may be waived by the persons entitled thereto signing a waiver of notice before or after the time of said
meeting and such waiver shall be deemed equivalent to the giving of said notice. Attendance of a member at any meeting shall constitute a
waiver of notice of such meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
SECTION VIII Quorum
The majority of members shall constitute a quorum at any meeting of the corporation. The vote of such majority shall be necessary of the
adoption of any matter voted upon by the members, unless a greater proportion is required by the Article of Incorporation, these By-Laws or by
Chapter 355 of the Revised Statutes of Missouri.
SECTION IX Proxies
No proxies shall be recognized as valid.
SECTION X Voting.
Each member of the corporation shall be entitled to one vote on each matter submitted. Votes may be cast in person only by members,
except in the event of ballot voting.
ARTICLE V. DIRECTORS
SECTION I. General Powers.
The property and business of the corporation shall be controlled and managed by it Board of Director.
SECTION II. Number And Tenure.
The number of Directors of the corporation shall be three (3) as provided for in the Article of Incorporation. Each Director shall hold office for a
term of three (3) years with said terms to be staggered so that only one Director shall be elected at each annual meeting of the Board.
SECTION III. Regular Meeting
A regular meeting of the Board of Directors shall be held without other notice than this By-Law, immediately after, and at the same place as,
the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.
SECTION IV. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the chairman or any two Directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of
Directors called by them.
SECTION V. Notice.
Notice of any special meetings shall be given at least two days previous thereto by written notice delivered personally or mailed to each
Director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so
addressed with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of 3 Director at any meeting shall
constitute a Waiver of Notice of such meeting, except where a 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 meeting of the Board of Directors need be specified in the notice or Waiver of Notice of such meeting.
SECTION VI. Quorum.
A majority of the full Board of Directors as prescribed in these By-Laws shall constitute a quorum for the transaction of business. The act of
the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Member of the Board
of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board or Committee by means of
conference, telephone, or similar communications, equipment, whereby all persons participating in the meeting can hear each other, and
participation in a meeting in this manner shall constitute presence in person at the meeting.
SECTION VII. Vacancies.
Whenever any vacancy in the members of the Board of Directors shall occur due to death, resignation, or otherwise, the remaining Directors
or a majority of them may fill the vacancy or vacancies until a successor or successors shall be elected at the annual meeting of the
members.
SECTION VIII. Chairman.
At its annual meeting, the Board shall elect one of its Directors as chairman to serve for a term of one year until the next annual meeting.
SECTION IX. Informal Action By Directors.
Unless specifically prohibited by the Articles of Incorporation or By-Laws, any action required to be taken at a meeting of the Board of
Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the Directors entitled to vote with respect of the subject matter thereof. Any such
consent signed by all the Directors shall have the same effect as a unanimous vote.
ARTICLE VI. OFFICERS
SECTION I. Number.
The officers of the corporation shall be a President, Vice-President, Secretary, Treasurer, and Fund Raiser, all of whom shall be appointed by
the Board of Directors. Any two offices may be held by the same person except that of President and Secretary. The board may also choose
such additional officers and agents as it its judgment may be deemed advisable.
SECTION II. Election And Term of Office.
The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each
annual meeting of members. Vacancies may be filled or new offices filled at any meeting of the Board of Directors. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been
removed in the manner herein and after provided. Election or appointment of an officer or agent shall not of itself create contract rights.
SECTION III. Removal.
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the corporation would be served thereby.
SECTION IV 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 V President.
He/She will act as a liaison with the executive board and the school administration as well as the directors. The President will work with the
band directors at the beginning of each year to obtain a "wish list" which will be used by the executive board for fund raising purposes. The
President sets the agenda for the monthly meetings and conducts them. He/She oversees the various committees and sees that everything
is running smoothly and efficiently.
SECTION VI. Vice-President.
The Vice-President is responsible for working with the President on all major tasks throughout the year. In the event that the President cannot
fulfill his/her obligation for the year, the Vice-President will become the President.
SECTION VII. Secretary.
The secretary is responsible for taking the minutes for each meeting and making corrections as needed. He/she is also responsible for
sending out membership forms to all band students and maintaining membership records. She/He also must send out nomination and
ballots for voting for new officers. Routine correspondence and thank you cards are also handled by the secretary.
SECTION VIII. Treasurer.
It is the treasurer's responsibility to see that all payments are made on a timely basis. He/She keeps a record of all expenditures and
deposits and presents that report at each monthly meeting. He/She also sees that money is available to the fund raiser for fund raisers.
He/She provides the accountant with tax information each March.
SECTION IX. Fund Raiser.
It is the fund raiser chairperson's responsibility to oversee all fund raising activities. He/She will see that the order forms are sent out and
collected, schedule workers, collect money and communicate with the various companies He/She keeps appropriate records and gives
these to the treasurer upon completion of the fund raiser. He/She may appoint a co-chairman, but must see that everything is completed.
ARTICLE VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January in each year and end on the last day of December in each year.
ARTICLE VIII. SEAL
The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the
corporation and the words "Corporate Seal,
Missouri".
ARTICLE EX. DELEGATION OF DUTIES
In the absence of any officer of the corporation or for any other reason which the Board considers sufficient, the Board of Directors may
delegate the powers or duties of such officer, provided a majority of the entire Board concur therein.
ARTICLE X. COMMITTEES
The Board of Directors may, by resolution adopted by a majority of the Directors in office, designate one or more committees each of which
shall consist of one or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the
Board of Directors and the management of the corporation. The designation of such committees and the delegation thereto of authority shall
not operate to relieve the Board of
Directors, or any individual Director, of any responsibility imposed upon it or him by law. Other committees not having and exercising the
authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the
Directors present at a meeting at which a quorum is present.
ARTICLE XL PROCEDURE
"Robert's Rules of Order" shall be consulted as a guide in matters of parliamentary procedure which are not covered in these By-Laws.
ARTICLE XII. AMENDMENTS AND ALTERATIONS
Any Articles in these By-Laws may be altered or amended or Articles may be added, by an affirmative vote of two-third of the members present
at any regular or special meeting provided that notice of such alteration, amendment or addition shall have been presented to the members of
the corporation in accordance with these By-Laws, said notice setting forth the terms of the proposed alteration, amendment, or addition.
Duly adopted this_____ day of_________________ , 2000.
President_______________________ Secretary________________________
ARTICLE I. NAME
The name of the corporation shall be SHO-ME BAND BOOSTERS, INC., of Poplar Bluff, Missouri. Said corporation shall be incorporated under and according
to the laws of the State of Missouri.
ARTICLE II. OFFICES
The principle office of the corporation in the State of Missouri shall be located in Poplar Bluff, Butler County, Missouri. The corporation may have such other
offices, either within or without the State of Missouri as the business of the corporation may require from time to time.
The registered office of the corporation may be, but need not be identical with the principle office in the State of Missouri, and the address of the registered
office may be changed from time to time by the board of directors.
ARTICLE III. PURPOSE
The purposes of the Show-Me Band Boosters, Inc., are:
a. To give encouragement to all students participating in the band program of
Poplar Bluff R1 School District, and to promote self esteem among these
students.
b. To support the band program of the Poplar Bluff R1 School District, both
financially and otherwise, through fund raising and other activities.
c. To promote community awareness of the band program and its activities.
d. To acknowledge and honor persons for outstanding achievement or
contribution to the band program.
e. To receive and take by gift, grant, assignment, transfer, devise, or bequest
any real or personal property in trust for any charitable, religious,
educational, scientific or benevolent purposes and for such other purposes
as may be necessary and proper for carrying on its legitimate affairs and to
execute and perform all such trusts in accordance with the terms, conditions,
limitations and restrictions thereof.
f To sell, convey, mortgage, pledge, lease as lessor and otherwise dispose of
all or any part of its property and assets.
g. To enter into, make, perform, and carry out contracts of every sort and kind, for
any lawful purpose, with any person, firm, association or corporation whether public,
private or municipal, or body politic and with the government of the United States or any
other state, territory or colony thereof or any foreign government.
h. To do any and everything necessary or convenient for the accomplishment of any of the
purposes or the attainment of any of the objects or the further instances of any of the powers
herein above enumerated, either for itself or as agent for any person, firm or corporation, either
alone or in association with other corporations or with any firm or individual to engage in any
other lawful business or operation deemed advantageous or desirable, and to do any and
everything incidental to growing out, or germane to any of the forgoing purposes or object, and
to have and exercise all of the powers and right conferred by the laws of the State of Missouri,
upon corporations formed under the act herein above referred to and all acts amendatory thereof
and supplemented thereto, it being expressly provided that the forgoing clauses shall be construed
both as objects and powers and shall be in furtherance and not in limitation of the powers conferred
by the laws of the State of Missouri and that the forgoing enumeration of specific powers shall not
be held to alter or restrict in any manner the general powers of this corporation.
ARTICLE IV. MEMBERS
SECTION I. Membership in the Corporation.
Membership in the corporation shall consists of the families of band members, alumni and community patrons paying their dues as
specified annually. All members may act and vote in the transaction of the business of the corporation.
SECTION II Annual Meeting.
The annual meeting of the members shall be held at the spring banquet in May of each year for the purpose of electing officers and directors
and for the transaction of such other business as may come before the meeting. A slate of officers shall be submitted by the nominating
committee prior to the annual meeting. Nominations will also be accepted from the floor at that time. If the election of officers and directors
shall not be held on the date designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the
election to be held at a meeting of the members as soon thereafter as conveniently may be.
SECTION III Monthly Meetings.
The members shall hold regular monthly meetings at such time and place as determined by the officers.
SECTION IV Special Meetings.
Special meetings of the members may be called by the President, by the board of directors or by members having one-fifth (1/5) of the votes
entitled to be cast at such meetings or fifty (50) members, which ever is greater.
SECTION V Place of Meeting.
The board of directors may designate any place within the City of Poplar Bluff as the place of meeting for any annual meeting or for any special
meeting called by the board of directors.
SECTION VI Notice of Meetings.
Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting the purpose or purposes for which
the meeting is called shall be delivered not less than five (5) nor more than forty (40) days before the date of the meeting, either personally or
by mail, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member
at his or her address as it appears on the records of the corporation, with postage thereon prepaid.
SECTION VII Waiver of Notice.
Any notice required by these By-laws may be waived by the persons entitled thereto signing a waiver of notice before or after the time of said
meeting and such waiver shall be deemed equivalent to the giving of said notice. Attendance of a member at any meeting shall constitute a
waiver of notice of such meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
SECTION VIII Quorum
The majority of members shall constitute a quorum at any meeting of the corporation. The vote of such majority shall be necessary of the
adoption of any matter voted upon by the members, unless a greater proportion is required by the Article of Incorporation, these By-Laws or by
Chapter 355 of the Revised Statutes of Missouri.
SECTION IX Proxies
No proxies shall be recognized as valid.
SECTION X Voting.
Each member of the corporation shall be entitled to one vote on each matter submitted. Votes may be cast in person only by members,
except in the event of ballot voting.
ARTICLE V. DIRECTORS
SECTION I. General Powers.
The property and business of the corporation shall be controlled and managed by it Board of Director.
SECTION II. Number And Tenure.
The number of Directors of the corporation shall be three (3) as provided for in the Article of Incorporation. Each Director shall hold office for a
term of three (3) years with said terms to be staggered so that only one Director shall be elected at each annual meeting of the Board.
SECTION III. Regular Meeting
A regular meeting of the Board of Directors shall be held without other notice than this By-Law, immediately after, and at the same place as,
the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.
SECTION IV. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the chairman or any two Directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of
Directors called by them.
SECTION V. Notice.
Notice of any special meetings shall be given at least two days previous thereto by written notice delivered personally or mailed to each
Director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so
addressed with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of 3 Director at any meeting shall
constitute a Waiver of Notice of such meeting, except where a 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 meeting of the Board of Directors need be specified in the notice or Waiver of Notice of such meeting.
SECTION VI. Quorum.
A majority of the full Board of Directors as prescribed in these By-Laws shall constitute a quorum for the transaction of business. The act of
the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Member of the Board
of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board or Committee by means of
conference, telephone, or similar communications, equipment, whereby all persons participating in the meeting can hear each other, and
participation in a meeting in this manner shall constitute presence in person at the meeting.
SECTION VII. Vacancies.
Whenever any vacancy in the members of the Board of Directors shall occur due to death, resignation, or otherwise, the remaining Directors
or a majority of them may fill the vacancy or vacancies until a successor or successors shall be elected at the annual meeting of the
members.
SECTION VIII. Chairman.
At its annual meeting, the Board shall elect one of its Directors as chairman to serve for a term of one year until the next annual meeting.
SECTION IX. Informal Action By Directors.
Unless specifically prohibited by the Articles of Incorporation or By-Laws, any action required to be taken at a meeting of the Board of
Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the Directors entitled to vote with respect of the subject matter thereof. Any such
consent signed by all the Directors shall have the same effect as a unanimous vote.
ARTICLE VI. OFFICERS
SECTION I. Number.
The officers of the corporation shall be a President, Vice-President, Secretary, Treasurer, and Fund Raiser, all of whom shall be appointed by
the Board of Directors. Any two offices may be held by the same person except that of President and Secretary. The board may also choose
such additional officers and agents as it its judgment may be deemed advisable.
SECTION II. Election And Term of Office.
The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each
annual meeting of members. Vacancies may be filled or new offices filled at any meeting of the Board of Directors. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been
removed in the manner herein and after provided. Election or appointment of an officer or agent shall not of itself create contract rights.
SECTION III. Removal.
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the corporation would be served thereby.
SECTION IV 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 V President.
He/She will act as a liaison with the executive board and the school administration as well as the directors. The President will work with the
band directors at the beginning of each year to obtain a "wish list" which will be used by the executive board for fund raising purposes. The
President sets the agenda for the monthly meetings and conducts them. He/She oversees the various committees and sees that everything
is running smoothly and efficiently.
SECTION VI. Vice-President.
The Vice-President is responsible for working with the President on all major tasks throughout the year. In the event that the President cannot
fulfill his/her obligation for the year, the Vice-President will become the President.
SECTION VII. Secretary.
The secretary is responsible for taking the minutes for each meeting and making corrections as needed. He/she is also responsible for
sending out membership forms to all band students and maintaining membership records. She/He also must send out nomination and
ballots for voting for new officers. Routine correspondence and thank you cards are also handled by the secretary.
SECTION VIII. Treasurer.
It is the treasurer's responsibility to see that all payments are made on a timely basis. He/She keeps a record of all expenditures and
deposits and presents that report at each monthly meeting. He/She also sees that money is available to the fund raiser for fund raisers.
He/She provides the accountant with tax information each March.
SECTION IX. Fund Raiser.
It is the fund raiser chairperson's responsibility to oversee all fund raising activities. He/She will see that the order forms are sent out and
collected, schedule workers, collect money and communicate with the various companies He/She keeps appropriate records and gives
these to the treasurer upon completion of the fund raiser. He/She may appoint a co-chairman, but must see that everything is completed.
ARTICLE VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January in each year and end on the last day of December in each year.
ARTICLE VIII. SEAL
The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the
corporation and the words "Corporate Seal,
Missouri".
ARTICLE EX. DELEGATION OF DUTIES
In the absence of any officer of the corporation or for any other reason which the Board considers sufficient, the Board of Directors may
delegate the powers or duties of such officer, provided a majority of the entire Board concur therein.
ARTICLE X. COMMITTEES
The Board of Directors may, by resolution adopted by a majority of the Directors in office, designate one or more committees each of which
shall consist of one or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the
Board of Directors and the management of the corporation. The designation of such committees and the delegation thereto of authority shall
not operate to relieve the Board of
Directors, or any individual Director, of any responsibility imposed upon it or him by law. Other committees not having and exercising the
authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the
Directors present at a meeting at which a quorum is present.
ARTICLE XL PROCEDURE
"Robert's Rules of Order" shall be consulted as a guide in matters of parliamentary procedure which are not covered in these By-Laws.
ARTICLE XII. AMENDMENTS AND ALTERATIONS
Any Articles in these By-Laws may be altered or amended or Articles may be added, by an affirmative vote of two-third of the members present
at any regular or special meeting provided that notice of such alteration, amendment or addition shall have been presented to the members of
the corporation in accordance with these By-Laws, said notice setting forth the terms of the proposed alteration, amendment, or addition.
Duly adopted this_____ day of_________________ , 2000.
President_______________________ Secretary________________________
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