BYLAWS
Freedom Theatre Boosters
Article I: Name and Purpose
Section 1.01. Name. The name of this organization shall be Freedom Theatre Boosters, hereinafter referred
to as “Boosters”.
Section 1.02 Principal Office. The principal office of the Boosters shall be Freedom High School, C/O Theatre
Department, 25450 Riding Center Drive, South Riding, Virginia 20152.
Section 1.03. Purpose. The purpose of the Boosters is to support Freedom High School’s Theatre Arts
Program by assisting the Theatre Arts Director, raising funds to purchase needed items and award student
scholarships, and promoting interest and participation in the program among students, parents, faculty and
the community at-large.
Article II: Membership and Dues
Section 2.01. Qualification.
The Boosters shall have Members (each a “Member” and collectively the “Members”). Membershipshall be
for one year and is voluntary. Membership follows the Boosters’s Fiscal Year (July-June).
Section 2.02. Rights and Responsibilities. The members shall have the right and responsibility to attend
meetings and events sponsored by the organization, serve on the committees, and be nominated and
elected to office. Voting members shall have the right to vote for the officers, review and approve the annual
budget, and approve amendments to these bylaws.
Section 2.03. Dues. The Executive Board, at its discretion, may levy dues for Boosters membership. Dues will
not be prorated for periods short of the full year. Membership is nontransferable. The membership dues for
the forthcoming membership year shall be set at the last regular meeting of the Boosters’s fiscal year.
Section 2.04. Quorum. A quorum shall be defined as members present at a meeting, but not less than a
majority of the voting members of the Executive Board.
Section 2.05. Meetings. There shall be at least one general annual meeting of the membership in April at
which the officers are elected. Such additional business or special meetings may be held alone or in
conjunction with an event sponsored by the organization as is determined by the Executive Board or at the
request of two (2) or more members in writing to the Executive Board.
Section 2.06. Participation in Meeting by Video or Audio Conference Call. As determined by the Executive
Board, meetings may be held in person or virtually. When meetings are virtual, members may participate
through use of video or audio software/applications or similar communications equipment, so long as
participants in such meetings can hear one another.
Article III: Executive Board
Section 3.01. Membership. The Executive Board shall consist of the elected officers of the organization, each
of whom shall be an active Boosters member, as well as the Freedom Theatre Arts Director.
Section 3.02. Authority. The affairs, activities and operation of the organization shall be managed by the
Executive Board. The Executive Board shall transact necessary business during the intervals between the
meetings of the membership and such other business as may be referred to it by the membership or these
bylaws. It may create Standing and Special Committees, approve the plans and work of standing and special
committees, prepare and submit a budget to the membership for approval, and, in general, conduct the
business and activities of the organization. No individual is authorized to obligate the Boosters in any manner,
financial or otherwise, without the prior approval of the Executive Board.
Section 3.03. Meetings. The Executive Board shall meet as needed to prepare for general membership
meetings and to conduct the affairs of the organization.
Section 3.04. Quorum. A quorum of the Executive Board for the conduct of business shall consist of at least
three (3) officers in attendance.
Section 3.05. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the
Board of Directors (including amendment of these bylaws) or of any committee may be taken without a
meeting if all the members of the Board or committee consent in writing to taking the action without a
meeting and to approving the specific action. Such consents shall have the same force and effect as a
unanimous vote of the Board or of the committee as the case may be.
Section 3.05. Participation in Meeting by Video or Audio Conference Call. As determined by the Executive
Board, meetings may be held in person or virtually. When meetings are virtual, members may participate
through use of video or audio software/applications or similar communications equipment, so long as
participants in such meetings can hear one another.
Section 3.06. Reimbursement. Executive Board members shall serve without compensation with the
exception that expenses incurred in the furtherance of the organization’s business are allowed to be
reimbursed with documentation in accordance with the organization’s financial policies, and prior approval.
Article IV: Officers and Their Elections
Section 4.01. Officers. The officers of this organization shall include one President, two Vice Presidents, a
Secretary, a Treasurer, a student representative and such additional officer(s) as may be elected or appointed
by the Executive Board from time to time.
Section 4.02. Election. A nominating committee, to include at least one officer, shall begin seeking nominees
in February of the year in which the candidates will be elected and develop a slate of candidates. The
candidates shall be announced to the membership at the general meeting in March. Additional nominees
may be solicited from the floor on the day of the election. Only those who have consented to serve shall be
eligible for nomination, either by the committee or from the floor. Officers shall be elected at the April
meeting of the organization by the members present. Officers shall assume their official duties on the last
day of the current school year following their election.
Section 4.03. Term. Officers shall serve a one-year term. Officers may be elected for up to two consecutive
terms in the same office and officers shall not hold more than one office concurrently.
Section 4.04. Vacancies. A vacancy occurring in any office shall be filled within two months for the unexpired
term by a person elected by a majority vote of the remaining members of the Executive Board.
Article V: Duties of Officers
Section 5.01. President. The President shall be the principal executive officer of the organization and, subject
to the control of the Executive Board shall in general supervise and control all the activities of the
organization. The President shall be a member of the Executive Board and, when present, shall preside at all
meetings of the Executive Board and all meetings of the membership. The President shall select and appoint
the chairpersons of all Standing and Special Committees and shall be an ex-officio member of all committees
of the organization.
Section 5.02. Vice Presidents. The Vice Presidents shall be members of the Executive Board and, in the
absence of the President, shall perform the duties of the President. The Vice President shall perform such
other duties as are assigned by the President or the Executive Board.
Section 5.03. Secretary. The Secretary shall be a member of the Executive Board. The Secretary shall:
● Keep the official copy of the Bylaws.
● Keep the minutes of the proceedings of the membership and the Executive Board.
● See that all notices are duly given in accordance with these Bylaws.
● Be responsible for the publishing of meeting minutes.
● Manage and keep an accurate tally of the member records.
● Perform all duties incident to the office of Secretary and such other duties as may be assigned by
the President or the Executive Board.
Section 5.04. Treasurer. The Treasurer shall be a member of the Executive Board. The Treasurer is the
authorized custodian to have oversight of all funds of the organization in accordance with the organization’s
financial policies. The Treasurer will organize, document and record all financial activities. The Treasurer will
be diligent and conscientious in ensuring all funds are received and spent in accordance with the
organization’s purpose, bylaws and budget. The financial records belong to the organization and must be
available to the other officers and members upon request.
The Treasurer shall:
● Prepare an annual budget for review and approval by the members.
● Ensure that cash received by the organization is documented appropriately, and receipts provided if
requested.
● Ensure that all funds are timely deposited in the organization’s authorized bank account(s).
● Have checks and vouchers signed by one officer, preferably the Treasurer or the President.
● Ensure that payments and disbursements are authorized by approved budget, or an amendment to
the budget.
● Present a written financial report (including income and expenditures and comparing budgeted
amounts to actual year-to-date amounts), at each General Membership Meeting of the membership
and at other times as requested by the Executive Board.
● See that an annual financial review or audit, as appropriate based on budget size, is conducted and
presented to the Executive Board, General Membership, and other stakeholders.
Section 5.05 Student Officer. The student officer shall be either enrolled in a theatre class or actively
involved in extracurricular theatre and shall perform activities as determined by the Theatre Director.
Article VI: Finances
Section 6.01. Budget. The Executive Board shall present to the membership at the first regular meeting of
the membership after the officers have been elected, or as soon thereafter as practicable, a budget of
anticipated revenue and expenses for the year. This budget shall be used to guide the activities of the
organization during the year, including serving as approval for anticipated expenditures. Any substantial
deviation from the budget must be approved in advance by the membership.
Section 6.02. Obligations. The Executive Board may authorize any officer or officers to enter into contracts or
agreements for the purchase of materials or services on behalf of the organization.
Section 6.03. Loans. No loans shall be made by the organization to its officers or members. No loans shall be
contracted on behalf of the Boosters, and no evidence of indebtedness shall be issued in its name, unless
authorized by a resolution of the Executive Board. Such authority may be general or confined to special
instances.
Section 6.04. Checks. All checks, drafts, or other orders for the payment of money on behalf of the
organization shall be signed by the Treasurer or by any other person as authorized in writing by the Executive
Board, except that checks of $250 or more must have the signature of at least two officers, such as the
Treasurer and the President. Checks shall bear notice of this requirement above the signature line as follows,
"Two signatures required for checks in the amount of $250 or more."
Section 6.05. Banking. The Treasurer shall ensure that all funds of the organization are timely deposited to
the credit of the organization in such banks or other depositories as determined by the Executive Board. All
deposits and disbursements shall be documented by a receipt, an invoice, or other written documentation.
Sequentially numbered receipts shall be provided, with a copy kept, whenever cash is turned over or
collected. All deposits and/or disbursements shall be made as soon as practicable upon receipt of the funds,
normally daily, immediately after received and counted. If debit or credit cards are established in the name of
the organization, a policy approved by the Executive Board shall be developed and used that includes a list of
the authorized users, daily/monthly/annual spending limits, and review and oversight provisions. No
personal charging on the card by the authorized users shall be allowed.
Section 6.06. Financial Controls. The organization shall adopt appropriate financial controls to ensure the
integrity of its funds. Specifically, without limitation, the organization shall maintain separation of financial
controls so that, minimally:
● All expenses must be approved by the membership by way of approval of an annual budget, or
amendments thereto, or be approved by separate resolution of the Executive Board;
● Checks exceeding $250 must be endorsed by at least two officers authorized by resolution of the
Executive Board, and checks of the Organization shall include above the signature line a notice to this
requirement;
● An officer or other person without check signing authority designated by the Executive Board shall
review and reconcile all bank statements on a monthly basis; and,
● A committee of at least two (2) persons without check signing authority shall annually audit all
corporate finances, or hire and supervise an outside accountant or auditing firm to conduct a review
of corporate financial records prior to the end of the fiscal year.
● The Treasurer shall submit the books to the auditing committee or the professional auditor at the
end of the fiscal year. The audit report shall be submitted in writing to the Executive Board prior to
finalization of the proposed budget for the coming school year.
● The Executive Board shall, upon resignation of the Treasurer during a term, select an auditing
committee or a professional auditor within one week of the resignation. The audit shall be
performed with fiscal yearend auditing procedures and shall be completed within three weeks of the
resignation. This audit shall not be performed in lieu of the yearend audit.
● The newly elected Treasurer shall not undertake any banking responsibilities of that office with the
exception of depository duties, reconciliation of bank statements, change of signatory or other
clerical duties not requiring signatory until the audit is presented to the Executive Board.
● All audit reports shall be presented to the general membership for adoption. The fiscal year-end
audit report shall be presented to the membership for adoption at the first general membership
meeting held after the completion of the report.
Section 6.07. Financial Report. The Treasurer shall present a financial report at each membership meeting of
the organization and prepare a final report at the close of the year in accordance with the organization’s
financial policies. The Executive Board shall have the report and the accounts examined annually. If the
organization grosses less than $100,000 per year, the financial practices and accounts may be reviewed by an
internal audit committee. The audit committee shall consist of two or more Board or voting members of the
organization who are not involved in the routine handling of the organization’s finances, including not having
signature authority on bank accounts or approval authority over disbursements. If the organization grosses
over $100,000 in receipts, an external professional, such as a certified public accountant (CPA), shall be hired
by the audit committee to perform a financial review or compilation. A full audit shall be conducted by an
external CPA when annual gross receipts equal or exceed $250,000.
Section 6.08. Fiscal Year. The fiscal year of the organization shall be from July 1 to June 30 but may be
changed by resolution of the Executive Board.
Section 6.09. Financial Record Retention. All records of the organization shall be maintained and destroyed
in accordance with law, and standard record retention guidelines. Financial records shall be maintained as
follows:
RECORD HOW TO STORE PERIOD OF TIME
Year-end Treasurer’s financial
report/statement, annual Internal
Financial Review Reports, IRS
Form 990s
Store in corporate record book,
binder, and/or cloud-based
software.
At least seven (7) years
Consider keeping permanently.
Bank statements, canceled
checks, check registers, invoices,
receipts, cash tally sheets,
investment statements, and
related documents
Compile and file records on a
yearly basis. Store in binder or
cloud-based software.
Seven (7) years
Store w/financial records.
Destroy after seven years.
Treasurer’s reports (monthly) Compile and file records on yearly
basis. Store in binder or
cloud-based software.
Three (3) years
Store w/ financial records.
Destroy after three years.
ARTICLE VII Conflicts of Interest
Section 7.01. Existence of Conflict, Disclosure. Directors, officers, employees and contractors of Organization
should refrain from any actions or activities that impair, or appear to impair, their objectivity in the
performance of their duties on behalf of the Organization. A conflict of interest may exist when the direct,
personal, financial or other interest(s) of any director, officer, staff member or contractor competes or
appears to compete with the interests of the Organization. If any such conflict of interest arises the
interested person shall call it to the attention of the Board of Directors for resolution. If the conflict relates to
a matter requiring board action, such person shall not vote on the matter. When there is a doubt as to
whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors,
excluding the person who is the subject of the possible conflict.
Section 7.02. Nonparticipation in Vote. The person having a conflict shall not participate in the final
deliberation or decision regarding the matter under consideration and shall retire from the room in which
the Board is meeting. However, the person may be permitted to provide the Board with any and all relevant
information.
Section 7.03. Minutes of Meeting. The minutes of the meeting of the Board shall reflect that the conflict was
disclosed and the interested person was not present during the final discussion or vote and did not vote on
the matter.
Section 7.04. Annual Review. A copy of this conflict of interest statement shall be furnished to each director
or officer, employee and/or contractor who is presently serving the Organization, or who hereafter becomes
associated with the Organization. This policy shall be reviewed annually for information and guidance of
directors and officers, staff members and contractors, and new officers and directors, staff members and
contractors shall be advised of the policy upon undertaking the duties of their offices.
ARTICLE VIII: Indemnification
Section 8.01 Member and Officer Indemnification. No action may be brought by any Boosters member or
officer against any other Boosters members or officers, for breach of any judiciary duty or other duty which
might be created by the Bylaws or by officers or duties accepted to be performed by such members or
officers. However, nothing set forth herein is intended to limit the Boosters rights and remedies with respect
to the willful, wanton, or reckless acts or omissions of an officer or member which causes the Boosters to
suffer loss or liability as a result.
Section 8.02. Purchase of Insurance. The Executive Board may approve, if it deems prudent, any
expenditures for the purchase and maintenance of insurance or bond to cover the lawful acts of Executive
Council members, or specifically designated agents, against civil liabilities which may arise as a result of those
acts.
ARTICLE X: Amendments
These Bylaws may be amended at any regular or special meeting of the membership by a majority vote of
the members present, provided that at least thirty (30) days’ notice of the proposed amendments has been
made to the membership, or alternatively the membership waives the required notice.
ARTICLE XI: Dissolution
In the event of a dissolution of the Boosters, its assets shall be distributed to the Freedom High School
theatre program.
Section 1.01. Name. The name of this organization shall be Freedom Theatre Boosters, hereinafter referred
to as “Boosters”.
Section 1.02 Principal Office. The principal office of the Boosters shall be Freedom High School, C/O Theatre
Department, 25450 Riding Center Drive, South Riding, Virginia 20152.
Section 1.03. Purpose. The purpose of the Boosters is to support Freedom High School’s Theatre Arts
Program by assisting the Theatre Arts Director, raising funds to purchase needed items and award student
scholarships, and promoting interest and participation in the program among students, parents, faculty and
the community at-large.
Article II: Membership and Dues
Section 2.01. Qualification.
The Boosters shall have Members (each a “Member” and collectively the “Members”). Membershipshall be
for one year and is voluntary. Membership follows the Boosters’s Fiscal Year (July-June).
Section 2.02. Rights and Responsibilities. The members shall have the right and responsibility to attend
meetings and events sponsored by the organization, serve on the committees, and be nominated and
elected to office. Voting members shall have the right to vote for the officers, review and approve the annual
budget, and approve amendments to these bylaws.
Section 2.03. Dues. The Executive Board, at its discretion, may levy dues for Boosters membership. Dues will
not be prorated for periods short of the full year. Membership is nontransferable. The membership dues for
the forthcoming membership year shall be set at the last regular meeting of the Boosters’s fiscal year.
Section 2.04. Quorum. A quorum shall be defined as members present at a meeting, but not less than a
majority of the voting members of the Executive Board.
Section 2.05. Meetings. There shall be at least one general annual meeting of the membership in April at
which the officers are elected. Such additional business or special meetings may be held alone or in
conjunction with an event sponsored by the organization as is determined by the Executive Board or at the
request of two (2) or more members in writing to the Executive Board.
Section 2.06. Participation in Meeting by Video or Audio Conference Call. As determined by the Executive
Board, meetings may be held in person or virtually. When meetings are virtual, members may participate
through use of video or audio software/applications or similar communications equipment, so long as
participants in such meetings can hear one another.
Article III: Executive Board
Section 3.01. Membership. The Executive Board shall consist of the elected officers of the organization, each
of whom shall be an active Boosters member, as well as the Freedom Theatre Arts Director.
Section 3.02. Authority. The affairs, activities and operation of the organization shall be managed by the
Executive Board. The Executive Board shall transact necessary business during the intervals between the
meetings of the membership and such other business as may be referred to it by the membership or these
bylaws. It may create Standing and Special Committees, approve the plans and work of standing and special
committees, prepare and submit a budget to the membership for approval, and, in general, conduct the
business and activities of the organization. No individual is authorized to obligate the Boosters in any manner,
financial or otherwise, without the prior approval of the Executive Board.
Section 3.03. Meetings. The Executive Board shall meet as needed to prepare for general membership
meetings and to conduct the affairs of the organization.
Section 3.04. Quorum. A quorum of the Executive Board for the conduct of business shall consist of at least
three (3) officers in attendance.
Section 3.05. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the
Board of Directors (including amendment of these bylaws) or of any committee may be taken without a
meeting if all the members of the Board or committee consent in writing to taking the action without a
meeting and to approving the specific action. Such consents shall have the same force and effect as a
unanimous vote of the Board or of the committee as the case may be.
Section 3.05. Participation in Meeting by Video or Audio Conference Call. As determined by the Executive
Board, meetings may be held in person or virtually. When meetings are virtual, members may participate
through use of video or audio software/applications or similar communications equipment, so long as
participants in such meetings can hear one another.
Section 3.06. Reimbursement. Executive Board members shall serve without compensation with the
exception that expenses incurred in the furtherance of the organization’s business are allowed to be
reimbursed with documentation in accordance with the organization’s financial policies, and prior approval.
Article IV: Officers and Their Elections
Section 4.01. Officers. The officers of this organization shall include one President, two Vice Presidents, a
Secretary, a Treasurer, a student representative and such additional officer(s) as may be elected or appointed
by the Executive Board from time to time.
Section 4.02. Election. A nominating committee, to include at least one officer, shall begin seeking nominees
in February of the year in which the candidates will be elected and develop a slate of candidates. The
candidates shall be announced to the membership at the general meeting in March. Additional nominees
may be solicited from the floor on the day of the election. Only those who have consented to serve shall be
eligible for nomination, either by the committee or from the floor. Officers shall be elected at the April
meeting of the organization by the members present. Officers shall assume their official duties on the last
day of the current school year following their election.
Section 4.03. Term. Officers shall serve a one-year term. Officers may be elected for up to two consecutive
terms in the same office and officers shall not hold more than one office concurrently.
Section 4.04. Vacancies. A vacancy occurring in any office shall be filled within two months for the unexpired
term by a person elected by a majority vote of the remaining members of the Executive Board.
Article V: Duties of Officers
Section 5.01. President. The President shall be the principal executive officer of the organization and, subject
to the control of the Executive Board shall in general supervise and control all the activities of the
organization. The President shall be a member of the Executive Board and, when present, shall preside at all
meetings of the Executive Board and all meetings of the membership. The President shall select and appoint
the chairpersons of all Standing and Special Committees and shall be an ex-officio member of all committees
of the organization.
Section 5.02. Vice Presidents. The Vice Presidents shall be members of the Executive Board and, in the
absence of the President, shall perform the duties of the President. The Vice President shall perform such
other duties as are assigned by the President or the Executive Board.
Section 5.03. Secretary. The Secretary shall be a member of the Executive Board. The Secretary shall:
● Keep the official copy of the Bylaws.
● Keep the minutes of the proceedings of the membership and the Executive Board.
● See that all notices are duly given in accordance with these Bylaws.
● Be responsible for the publishing of meeting minutes.
● Manage and keep an accurate tally of the member records.
● Perform all duties incident to the office of Secretary and such other duties as may be assigned by
the President or the Executive Board.
Section 5.04. Treasurer. The Treasurer shall be a member of the Executive Board. The Treasurer is the
authorized custodian to have oversight of all funds of the organization in accordance with the organization’s
financial policies. The Treasurer will organize, document and record all financial activities. The Treasurer will
be diligent and conscientious in ensuring all funds are received and spent in accordance with the
organization’s purpose, bylaws and budget. The financial records belong to the organization and must be
available to the other officers and members upon request.
The Treasurer shall:
● Prepare an annual budget for review and approval by the members.
● Ensure that cash received by the organization is documented appropriately, and receipts provided if
requested.
● Ensure that all funds are timely deposited in the organization’s authorized bank account(s).
● Have checks and vouchers signed by one officer, preferably the Treasurer or the President.
● Ensure that payments and disbursements are authorized by approved budget, or an amendment to
the budget.
● Present a written financial report (including income and expenditures and comparing budgeted
amounts to actual year-to-date amounts), at each General Membership Meeting of the membership
and at other times as requested by the Executive Board.
● See that an annual financial review or audit, as appropriate based on budget size, is conducted and
presented to the Executive Board, General Membership, and other stakeholders.
Section 5.05 Student Officer. The student officer shall be either enrolled in a theatre class or actively
involved in extracurricular theatre and shall perform activities as determined by the Theatre Director.
Article VI: Finances
Section 6.01. Budget. The Executive Board shall present to the membership at the first regular meeting of
the membership after the officers have been elected, or as soon thereafter as practicable, a budget of
anticipated revenue and expenses for the year. This budget shall be used to guide the activities of the
organization during the year, including serving as approval for anticipated expenditures. Any substantial
deviation from the budget must be approved in advance by the membership.
Section 6.02. Obligations. The Executive Board may authorize any officer or officers to enter into contracts or
agreements for the purchase of materials or services on behalf of the organization.
Section 6.03. Loans. No loans shall be made by the organization to its officers or members. No loans shall be
contracted on behalf of the Boosters, and no evidence of indebtedness shall be issued in its name, unless
authorized by a resolution of the Executive Board. Such authority may be general or confined to special
instances.
Section 6.04. Checks. All checks, drafts, or other orders for the payment of money on behalf of the
organization shall be signed by the Treasurer or by any other person as authorized in writing by the Executive
Board, except that checks of $250 or more must have the signature of at least two officers, such as the
Treasurer and the President. Checks shall bear notice of this requirement above the signature line as follows,
"Two signatures required for checks in the amount of $250 or more."
Section 6.05. Banking. The Treasurer shall ensure that all funds of the organization are timely deposited to
the credit of the organization in such banks or other depositories as determined by the Executive Board. All
deposits and disbursements shall be documented by a receipt, an invoice, or other written documentation.
Sequentially numbered receipts shall be provided, with a copy kept, whenever cash is turned over or
collected. All deposits and/or disbursements shall be made as soon as practicable upon receipt of the funds,
normally daily, immediately after received and counted. If debit or credit cards are established in the name of
the organization, a policy approved by the Executive Board shall be developed and used that includes a list of
the authorized users, daily/monthly/annual spending limits, and review and oversight provisions. No
personal charging on the card by the authorized users shall be allowed.
Section 6.06. Financial Controls. The organization shall adopt appropriate financial controls to ensure the
integrity of its funds. Specifically, without limitation, the organization shall maintain separation of financial
controls so that, minimally:
● All expenses must be approved by the membership by way of approval of an annual budget, or
amendments thereto, or be approved by separate resolution of the Executive Board;
● Checks exceeding $250 must be endorsed by at least two officers authorized by resolution of the
Executive Board, and checks of the Organization shall include above the signature line a notice to this
requirement;
● An officer or other person without check signing authority designated by the Executive Board shall
review and reconcile all bank statements on a monthly basis; and,
● A committee of at least two (2) persons without check signing authority shall annually audit all
corporate finances, or hire and supervise an outside accountant or auditing firm to conduct a review
of corporate financial records prior to the end of the fiscal year.
● The Treasurer shall submit the books to the auditing committee or the professional auditor at the
end of the fiscal year. The audit report shall be submitted in writing to the Executive Board prior to
finalization of the proposed budget for the coming school year.
● The Executive Board shall, upon resignation of the Treasurer during a term, select an auditing
committee or a professional auditor within one week of the resignation. The audit shall be
performed with fiscal yearend auditing procedures and shall be completed within three weeks of the
resignation. This audit shall not be performed in lieu of the yearend audit.
● The newly elected Treasurer shall not undertake any banking responsibilities of that office with the
exception of depository duties, reconciliation of bank statements, change of signatory or other
clerical duties not requiring signatory until the audit is presented to the Executive Board.
● All audit reports shall be presented to the general membership for adoption. The fiscal year-end
audit report shall be presented to the membership for adoption at the first general membership
meeting held after the completion of the report.
Section 6.07. Financial Report. The Treasurer shall present a financial report at each membership meeting of
the organization and prepare a final report at the close of the year in accordance with the organization’s
financial policies. The Executive Board shall have the report and the accounts examined annually. If the
organization grosses less than $100,000 per year, the financial practices and accounts may be reviewed by an
internal audit committee. The audit committee shall consist of two or more Board or voting members of the
organization who are not involved in the routine handling of the organization’s finances, including not having
signature authority on bank accounts or approval authority over disbursements. If the organization grosses
over $100,000 in receipts, an external professional, such as a certified public accountant (CPA), shall be hired
by the audit committee to perform a financial review or compilation. A full audit shall be conducted by an
external CPA when annual gross receipts equal or exceed $250,000.
Section 6.08. Fiscal Year. The fiscal year of the organization shall be from July 1 to June 30 but may be
changed by resolution of the Executive Board.
Section 6.09. Financial Record Retention. All records of the organization shall be maintained and destroyed
in accordance with law, and standard record retention guidelines. Financial records shall be maintained as
follows:
RECORD HOW TO STORE PERIOD OF TIME
Year-end Treasurer’s financial
report/statement, annual Internal
Financial Review Reports, IRS
Form 990s
Store in corporate record book,
binder, and/or cloud-based
software.
At least seven (7) years
Consider keeping permanently.
Bank statements, canceled
checks, check registers, invoices,
receipts, cash tally sheets,
investment statements, and
related documents
Compile and file records on a
yearly basis. Store in binder or
cloud-based software.
Seven (7) years
Store w/financial records.
Destroy after seven years.
Treasurer’s reports (monthly) Compile and file records on yearly
basis. Store in binder or
cloud-based software.
Three (3) years
Store w/ financial records.
Destroy after three years.
ARTICLE VII Conflicts of Interest
Section 7.01. Existence of Conflict, Disclosure. Directors, officers, employees and contractors of Organization
should refrain from any actions or activities that impair, or appear to impair, their objectivity in the
performance of their duties on behalf of the Organization. A conflict of interest may exist when the direct,
personal, financial or other interest(s) of any director, officer, staff member or contractor competes or
appears to compete with the interests of the Organization. If any such conflict of interest arises the
interested person shall call it to the attention of the Board of Directors for resolution. If the conflict relates to
a matter requiring board action, such person shall not vote on the matter. When there is a doubt as to
whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors,
excluding the person who is the subject of the possible conflict.
Section 7.02. Nonparticipation in Vote. The person having a conflict shall not participate in the final
deliberation or decision regarding the matter under consideration and shall retire from the room in which
the Board is meeting. However, the person may be permitted to provide the Board with any and all relevant
information.
Section 7.03. Minutes of Meeting. The minutes of the meeting of the Board shall reflect that the conflict was
disclosed and the interested person was not present during the final discussion or vote and did not vote on
the matter.
Section 7.04. Annual Review. A copy of this conflict of interest statement shall be furnished to each director
or officer, employee and/or contractor who is presently serving the Organization, or who hereafter becomes
associated with the Organization. This policy shall be reviewed annually for information and guidance of
directors and officers, staff members and contractors, and new officers and directors, staff members and
contractors shall be advised of the policy upon undertaking the duties of their offices.
ARTICLE VIII: Indemnification
Section 8.01 Member and Officer Indemnification. No action may be brought by any Boosters member or
officer against any other Boosters members or officers, for breach of any judiciary duty or other duty which
might be created by the Bylaws or by officers or duties accepted to be performed by such members or
officers. However, nothing set forth herein is intended to limit the Boosters rights and remedies with respect
to the willful, wanton, or reckless acts or omissions of an officer or member which causes the Boosters to
suffer loss or liability as a result.
Section 8.02. Purchase of Insurance. The Executive Board may approve, if it deems prudent, any
expenditures for the purchase and maintenance of insurance or bond to cover the lawful acts of Executive
Council members, or specifically designated agents, against civil liabilities which may arise as a result of those
acts.
ARTICLE X: Amendments
These Bylaws may be amended at any regular or special meeting of the membership by a majority vote of
the members present, provided that at least thirty (30) days’ notice of the proposed amendments has been
made to the membership, or alternatively the membership waives the required notice.
ARTICLE XI: Dissolution
In the event of a dissolution of the Boosters, its assets shall be distributed to the Freedom High School
theatre program.
