BYLAWS OF THE
Lincoln Prep Booster Club
A NON-PROFIT CORPORATION
1.01 The principle office of the corporation in the State of Missouri is in Kansas City, Jackson County, at the location of Lincoln College Preparatory Academy on 2111 Woodland Avenue, Kansas City, MO 64108
Registered Office and Registered Agent
1.02 The corporation registered agent is Jennifer von Fintel starting in the year 2021. This will be changed as needed.
Class of Members
2.01 The corporation, aka Lincoln Prep Booster Club or “Club”, shall have one class of members. The corporation may also have Associate Members and Business Associate Members as directed by the Board of Directors, and such associate members shall have no voting privileges on business matters before the club, however they shall be afforded other rights and privileges of membership in the club.
Election of members
2.02 Membership is for parent(s) or guardian(s) of a current Lincoln College Preparatory Academy (LCPA) High School or Middle School, or an alumnus of LCPA High School.
2.03 Each dues-paid member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
Termination of membership
2.04 Membership of the parent or guardian is automatically terminated upon graduation or withdraw of the student from LCPA. With exception, if the parent/guardian continues to be a dues-paid member, they may continue to participate in the Club as long as their membership does not lapse.
2.05 Any member may resign by filing a written resignation with the Secretary.
2.06 Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstatement of such former member to membership on such terms as the Board of Directors may deem appropriate.
Transfer of Membership
2.07 Membership in this corporation is not transferable or assignable.
2.08 Annual membership will be from July and ending in June of the following year. A member is considered to be in good standing upon payment of annual membership dues. Annual family membership dues for the club are to be set by the Board of Directors and submitted for approval by the membership at the May meeting. The inaugural year membership fee has been set at $50 per individual or $75 for a couple. For a minimum of $100 per school year, firms and corporations are encouraged to support the club activities through a Business Associate Membership.
MEETINGS OF MEMBERS
3.01 Bi-annual meetings of the members shall be held during the school year for the purpose of discussing business information and electing Board Directors at the spring meeting. If the election of Directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible.
3.02 Special meetings may be called by the President or a vote of the majority of the board.
Place of Meeting
3.03 The Board of Directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be at the school, Lincoln College Preparatory Academy.
Notice of Meeting
3.04 Written, printed or verbal notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by email or by mail, to each member entitled to vote at such meeting, not less than ten days before the date of such meeting, by or at the direction of the President, or the Secretary or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/hers address as it appears on the records of the Corporation, with postage thereon prepaid.
Informal Action by Members
3.05 Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of the members may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
3.06 The members present shall constitute a quorum for the transaction of business in any regular meeting.
3.07 At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his/hers duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless provided in the proxy.
Voting by Mail
3.08 Where directors or officers are to be elected by members or any class or classes of members such election may be conducted by mail in such manner as the Board of Directors shall determine.
3.09 An operating budget identifying fundraising projects and purposes for which the funds are being raised will be prepared by the Board of Directors and presented to the membership for approval in first meeting of each year. This will include the activities fund and the capital campaign fund.
BOARD OF DIRECTORS
4.01 The affairs of the corporation shall be managed by its Board of Directors.
Number, Tenure and Qualifications
4.02 The number of Directors shall be 5 but may be any number greater as
deemed necessary to conduct the business of the Corporation by the current Board of Directors.
The Director positions should be as such: President, Vice-President, Secretary, Treasurer, and Director. The Director is also responsible to act in the capacity of Assistant Treasurer and Assistant Secretary, when such assistance is necessary. The President and Treasurer position is required to be a parent/guardian of a current school-year student. There must be at least 3 parents/guardians on the board at all times. The positions will be held for a 2-year term. In the event a position is vacated, a special election can be called by the Board or the Board can vote to select a new officer to complete that office term. In the event a member’s child graduates and they are holding the position of President or Treasurer, the Board can determine reassignments within the board such to not conflict with above rules.
4.03 The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.
4.04 Special meetings of the Board of Directors may be called by or at the request of the President or any two other officers/Directors. The person or persons authorized to call special meetings of the board may fix any place.
4.05 Notice of any special meeting of the Board of Directors shall be given at least one day by mail or by phone number to each director at the information provided to the board upon initiation of position.
4.06 A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority, the Directors present may adjourn the meeting from time to time without further notice.
Manner of Acting
4.07 The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
4.08 Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
4.09 Directors as such shall not receive any stated salaries for their services.
4.10 Any action required by law to be taken at a meeting of Directors, or any action, which
may be taken at a meeting of Directors, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all the Directors.
5.01 The elected officers (President, Vice President, Secretary, Treasurer, Director) shall not be a Lincoln College Preparatory Academy employee or administrator.
5.02 The maximum tenure for officers including President, Vice President, Treasurer, Assistant Treasurer, Secretary, and Director shall be two (2) years for each position
5.03 Any officer 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, but such removal shall be without prejudice to the contract rights, if any, of the officer removed.
5.04 A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
5.05 The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. They shall preside at all meetings of the members and of the Board of Directors. They may sign, with the Secretary and any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statue to some other officer or agent of the corporation; and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
5.06 In the absence of the President or in the event of their inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.
5.07 If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. They shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provision of Article VII of these Bylaws and in general perform all the duties incident to the office of Treasurer, including the disbursement of funds, and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. They shall be custodian of the corporate records, file appropriate reports as dictated by the state of Missouri
5.08 The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in a secure online location storage accessible by other Board Members for viewing; give all notices in accordance with the provisions of these bylaws. They shall keep a register of members of the Club. In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Assistant Treasurers and Assistant Secretaries
5.09 The Director may be assigned the duties of Assistant Treasurer and Assistant Secretary. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or Board of Directors.
Committees of Directors
6.01 The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of at least one officer or directors, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the corporation.
6.02 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. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation and the President of the corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interests of the corporation shall be served by such removal.
Term of Office
6.03 Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease as a member thereof.
6.04 The person or persons authorized to appoint the members thereof shall appoint one member of each committee chairperson.
6.05 Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
6.06 Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
7.01 The Board of Directors may authorize any officer or officers, agent of agents of the corporation; in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
Checks and Drafts
7.02 All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or these Bylaws. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer.
7.03 All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
7.04 The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation. If a gift is intended for a specific purpose, the funds shall only be distributed to the purpose of which it was gifted. Any variation from this will need to be given in writing from the original donator or their heir.
BOOKS AND RECORDS
8.01 The corporation shall keep correct and complete records and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors and a record giving the names and addresses of the members entitled to vote and provide same for inspection on five days' written notice at the registered or principle office.
8.02 An annual audit of the organization's financial records will be conducted prior to the end of each fiscal year by an audit committee comprised of 2 appointed members who do not have authority to sign checks.
9.01 The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.
AMENDMENTS TO THESE BYLAWS
10.01 These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days' written notice is given of an intention to alter, amend or repeal these Bylaws or to adopt new Bylaws at such meeting.
Approved by the Board of Directors 8/4/2021