Bylaws | Shawnee Mission West SPOTLIGHTERS

Article I

Name

The name of the Corporation is Spotlighters, Inc. (the Foundation). The Corporation may have such offices, anywhere within or without the state of Kansas, as the Executive Board may from time to time appoint or the business of the Corporation may require. The initial office of the Corporation is at Shawnee Mission West High School.

Article II

Purpose

Section 1. To promote excellence in fine arts for Shawnee Mission West High School's (SMW) choral, drama, art, and photography departments.

Section 2. To assist the directors and support the SMW departments of choral, drama, art, and photography.

Section 3. To create and maintain an organization which will promote the progress, development, and activities of the SMW choral, drama, art, and photograhpy departments.

Article III

Membership

Section 1. The membership of the Foundation shall include any dues-paying individual(s) as listed on the membership application, interested in the progress and development of the SMW choral, drama, art, and photography departments. Non-member volunteers with an interest in the SMW choral, drama, art, and photography programs are welcome to participate in activities of the Foundation but are not permitted to vote, make motions, or hold office.

Section 2. The amount of annual dues assessed each member family shall be established at the regular meeting and reviewed as needed annually. The annual dues shall be payable with completion of the membership application.

Section 3. The membership of the Foundation shall consist of three levels according to financial support given to the organization. They shall be named Basic Membership - lowest tier; Patron of the Arts Membership - middle tier; and Angel of the Arts - upper tier. Shawnee Mission West High School provides Angel of the Arts members with preferential seating and complimentary tickets to department events.

Section 4. Two individuals of each member family, meeting the requirements of Article III, Section 1, shall be designated as members with the right to vote, make motions, and hold office.

Section 5. Members of the Foundation are not individually liable or personally liable for the debts, liabilities or obligations of the Foundation.

Article IV

Officers

Section 1. The officers of this organization shall be President, Vice-President of Membership, Vice-President of Publicity, Secretary, and Treasurer. Offices may be held jointly by two members of one family and when elected as such shall be called co- (name of the office). The officers shall perform the duties prescribed by these bylaws and by the parliamentary authority outlined in Article V.

Section 2. At a regular spring meeting, a Nomination Committee shall be appointed by the president. It shall be the duty of this committee to nominate officer candidates to be elected at a previously announced regular meeting at the end of the school year. Before the election and following the report of the Nominating Committee, additional nominations from the floor shall be permitted.

Section 3. The officers shall be elected by voice vote of duly qualified members of Spotlighters, Inc. if running unopposed. Ballot vote may be used if positions have more than on candidate. Officers shall serve for one (1) year, and their term of office shall begin at the close of the school year, except for Treasurer. The Treasurer's term of office shall begin after an audit of the books.

Section 4. No member shall hold more than one office at a time and no officer shall be eligible to serve more than two consecutive terms in the same office unless agreed upon by a majority of the voting members present.

Section 5. In the event that any office is unable to serve his term of office, that office is declared vacant and an election shall be held at the next regularly scheduled meeting to fill the vacancy for the remainder of the term.

Article V

Duties of Officers

Section 1. The President shall:

preside at all meetingss of the Foundation;
serve as an ex-officio member of all committees except the nominating committee;
coordinate the work of the officers and committees in order that the objectives may be promoted;
perform such other duties as may be provided for by these bylaws, prescribed by the parliamentary authority.

Section 2. Vice-President of Membership shall:

act as aide to the president;
perform the duties of the president in the president's absence or inability to serve;
keep in possession all membership applications and maintain a current record of membership by level as outlined in Article III;
perform such other duties as may be provided by these bylaws, prescribed by the parliamentary authority, or directed by the president or executive board.

Section 3. The Vice-President of Publicity shall:

act as aide to the president;
work with choral, drama, art, and photography department directors and designated student directors of certain events to promote awareness and attendance of all choral, drama, art, and photography events;
perform such other duties as may be provided by these bylaws, prescribed by the parliamentary authority, or directed by the president or executive board, or as decided at regular meetings of the organization.

Section 4. The Secretary shall:

record the minutes of all meetings of the Foundation;
be prepared to read the records of any previous meetings;
file all records;
have a current copy of the bylaws;
have a current copy of the membership list;
perform such other duties as may be provided by these bylaws, prescribed by the parliamentary authority, or directed by the president or executive board.

Section 5. The Treasurer shall:

have custody of all funds of the Foundation;
maintain a full account of the funds of the Foundation;
make disbursements as authorized by the president or executive board in accordance with the budget adopted by the Foundation;
have checks or vouchers signed by two people, the treasurer and one other person;
cause to be kept a full and accurate account of the receipts and disbursements in books belonging to this organization;
provde a written financial statement to the board at each meeting;
present an annual report of the financial condition of the Foundation;
submit the books for an audit by the auditing committee as described in Article IX at the end of the fiscal year;
report the findings of the annual audit to the board;
maintain a list of individuals who are awarded scholarships;
complete and file all necessary paperwork to maintain incorporated status and 501(c)(3) exemption including, but not limited to, filing the IRS Form 990;
perform such other duties as may be provided by these bylaws, prescribed by the parliamentary authority, or directed by the president or executive board.

Article VI

Meetings

Section 1. Regular meetings of the Foundation shall be held with the date and time to be fixed by the board at a regular meeting during the year.

Section 2. Special meetings shall be held at the request of the President, the executive board, or upon the written request of ten (10) members of the Foundation within ten calendar days of the request. An attempt must be made to notify all members of the meeting and the purpose of the meeting shall be stated in the notification. At least three (3) day's notice shall be given, except in cases of emergency.

Section 3. At all meetings of the Foundation, a majority of the members present shall constitute a quorum for the transaction of business.

Article VII

The Executive Board

Section 1. The elected officers shall constitute the executive board. The choral, drama, art, and photography department directors shall be ex-officio members of the executived board.

Section 2. The executive board shall have general supervision of the affairs of the organization between its business meetings, shall fix the hour and place of the meetings, shall make recommendations to the organization, and shall perform such duties as are specified in these bylaws. The executive board shall be subject to the orders of the organization and none of its acts shall conflict with action taken by the organization.

Section 3. Powers and Duties

The Executive Board shall have general charge of the affairs, property and assets of the Foundation. It shall be the duty of the Executive Board to carry out the purposes of the Foundation, and to this end, to manage and control all of its property or assets. This Foundation shall operate exclusively for "charitable purposes". For purposes of these bylaws, "charitable purposes" includes educational, religious, scientific, literary, public and other purposes permitted to be carried on by organizations described in Sections 170(c)(1) and 170(c)(2)(b) of the Internal Revenue Code of 1986, as amended.
The Executive Board may, from time to time, appoint, as advisors, persons whose assistance may be deemed helpful in determining policies and formulating programs for carrying out the Foundation's purposes. Such advisors shall serve at the pleasure of the Executive Board.
The Executive Board may employ such persons, including officers, attorneys, agents and assistants, as it deems appropriate for the administration of the offices of the Foundation. Such persons shall serve at the pleasure of the Executive Board, or as the Board may agree.
The Executive Board may pay reasonable compensation for services and reasonable reimbursement of expenses of all officers, attorneys, agents, consultants and assistants of the Foundation, whether or not such officers, attorneys, agents, consultants or assistants are also officers or directors of the Foundation.
The Executive Board may exercise all powers of th Foundation and do all such acts and things that are not prohibited by law, the Articles of Incorporation or these bylaws, provided that the Foundation shall not carry on any activity that is not permitted to be carried on
1. By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or
2. By a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a) and 2522(a) of the Internal Revenue Code of 1986, as amended.

Section 4. The executive board shall meet when deemed necessary by the president or upon written request of three other members of the board within 14 days of a written request.

Section 5. Members of the Executive Board shall serve without compensation except for reasonable expenses incurred on behalf of the Foundation.

Section 6. The Executive Board may appoint an independent auditor who shall, as such time as the Executive Board may determine, prepare for the Foundation a statement of financial condition setting forth the assets and liabilities of the Foundation, a statement of income, expenses, and distributions, a list of projects and/or organizations, if any, and individuals, if any, to or for which funds were used or distributed for charitable purposes, and such additional reports or information as may be ordered from time to time by the Executive Board. Copies of all audits, statements, reports, and data delivered by the auditor to the Executive Board shall be made available or furnished to each trustee, custodian or agent having custody of funds of the Foundation.

Section 7. The Executive Board may make, at least annually, such distribution of a written report of its financial condition, activities, and distribution to representative persons and organizations in the community as the Executive Board deems appropriate to inform the interested public of the operations of the Foundation.

Section 8. The Exexutive Board shall take such other actions as it deems appropriate to make the Foundation and its purposes and activities known to the people of the community and to encourage contributions to the Foundation from a wide segment of te population of the community.

Article VIII

Committees

Section 1. There shall be the following standing committees: Concessions; Flower; Choral Department Hospitality; Theater Potluck; Chaperone; Publicity; Way & Means and any other committees as requested by the Executuve Board. The President may elect to replace the Ways & Means Committee with separate committees for each individual fund raising activity.

Section 2. Committee chairpersons shall be appointed by the President as needed and shall serve until the close of the school year.

Section 3. The Concession Chair shall be responsible for overseeing the purchase and sales of refreshments at specified events.

Section 4. The Flower Chair shall be responsible for overseeing the purchase and sales of flowers and memorabilia pertained to specified events.

Section 5. The Choral Department Hospitality Chair shall be responsible for obtaining donations and serving refreshments at choral events and shall be responsible for overseeing choral meal events such as potluck dinners and back to school picnics as requested by the choir director.

Section 6. The Theater Potluck Chair shall be responsible for overseeing potluck dinners for theater dress rehearsal nights as requested by the theater/drama director.

Section 7. The Chaperone Chair shall furnish caperons for SMW Department activities as requested by the choral, drama, art, and photography Directors.

Section 8. The Publicity Chair shall publicize the efforts of this organization and the activities of the SMW choral, drama, art, and photography Departments.

Section 9. The Ways & Means Chair shall determine methods of raising funds and help implement such plans after approval of the executive board. Ways and Means for choral, drama, art, and photography departments will be divided according to the department area as agreed upon at a regular meeting.

Article IX

Finances

Section 1. The Treasurer shall be the custodian of the Foundation's funds. The Treasurer shall deposit the funds in such banking institutions as the Executive Board shall authorize and the account shall be in the Foundation's name. Issuance of checks shall require the approval of two (2) elected officers. The Treasurer and two (2) other elected officers shall be authorized signatures on the account.

Section 2. The Executive Board shall prepare a budget for the operating year for approval at the September regular meeting. Expenditures in excess of the approved budget shall be authorized by the Foundation at the next regular meeting or at any time by the Executive Board.

Section 3. The Treasurer shall prepare and present a financial report at each regular meeting and as directed by the Executive Board. The Treasurer shall prepare and present a year-end financial report at the close of the fiscal year.

Section 4. An auditing Committee of two or more members shall be appointed by the President at the Foundation's May meeting, whose duty it shall be to audit the Treasurer's accounts at the close of the fiscal year and to certify the year-end report. An Auditing Committee shall also be appointedd to audit the Treasurer's accounts if for any reason the Treasurer is unable to complete his/her term of office.

Section 5. The Foundation's fiscal year shall be from July 1 to June 30.

Section 6 The Foundation sponsors scholarships, selected and awarded by a committee comprised of fine arts department directors of Shawnee Mission West High School, to graduating seniors who satisfy the following:

First priority for scholarships will be given to seniors who will be majoring in specified Fine Arts fields.
If there are no seniors majoring in Fine Arts, seniors who will minor in specified Fine Arts fields will be considered.
If there are no seniors meeting the requirements of (a) or (b), consideration will be given to graduating seniors who have been active in one or more Fine Arts department.

Individual scholarships are awarded in an amount up to $250.00. Total scholarships approved during a fiscal year will not exceed $1,000.00 or in such amounts and number of scholarships as Spotlighters, Inc., by simple majority of its duly qualified members, may vote. Children of the fine arts directors are not eligible to receive scholarships.

Voting members of the Organization shall determine each year which Fine Arts departments will be considered for scholarships based on department participation in Organization activities and fund raising efforts.

Section 7. This organization is organized exclusively for the charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding Section of any future Federal Tax Code.

Article X

Property

Section 1. Property of the Foundation may be transferred to Shawnee Mission Unified School District 512 upon written guarantee by the Director of Fine Arts of Shawnee Mission Unified District 512. Said property shall be and remain for the exclusive use of the Shawnee Mission West High School choral, drama, art, and photography Departments. The conveyance of title to such property shall contain a provision that the title to such property shall revert to this organization, in the event of the withdrawal or nullification of such guarantee by the Director of Fine Arts of Shawnee Mission Unified School District 512, or his/her successors for any reason.

Section 2. In the event that this Foundation is dissolved, the properties of the Foundation including cash and tangible assets shall be set over and conveyed to Shawnee Mission Unified School District 512, or its successor. These assets are for the exclusive use of future Shawnee Mission West High School choral, drama, art, and photography organizations as a gift from this organization.

Article XI

Indemnification & Insurance

Section 1. Indemnification

To the extent permitted by law, the Foundation shall indemnify and hold harmless each director and officer, whether or not then in office, and his personal representative(s), against any and all claims, liabilities, expenses and costs reasonably incurred by him or his estate, in connection with or arising out of any action, suit or proceeding in which he is made a party by reason of his being or having been a director or officer; provided that no director or officer shall be indemnified against liability or claims by reason of his willful misfeasance, bad faith, gross negligence, criminally felonious acts, or reckless disregard of the duties involved in the conduct of this office.
The right of indemnification herein provided for shall also apply in respect of any amounts paid in compromise of any such claims asserted againsts any such director or officer, including expenses and costs reasonably incurred in connection therewith, provided the Executive Board shall have first approved such proposed compromising settlement and determined that the director or officer involved was not guilty of willful misfeasance, bad faith, gross negligence, criminally felonious acts, or reckless disregard of the duties involved in the conduct of his office, but in taking such action any director or officer involved shall not be qualified to vote thereon, and if for this reason a quorum of the Executive Board cannot be obtained to vote on such matters it shall be determined by a committee of three disinterested persons appointed by the directors at a duly called special or regular meeting.
The rights of indemnification herein provided for shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 2. Insurance

The Foundation, to the extent permitted by law, may purchase and maintain insurance on behalf of any person who is or was such a director or officer of the Foundation, or is or was serving at the request of the Foundation as a director, officer or designated agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise.

Article XII

Parliamentary Authority

Section 1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Foundation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Foundation may adopt.

Section 2. A Parliamentarian may be appointed by the President to serve until the close of the school year. The Parliamentarian shall be well versed in parliamentary law and in its practice, and shall advise the presiding officer of the Foundation and its members on their respective parliamentary rights when so requested or directed.

Article XIII

Amendment of the Bylaws

These bylaws can be amended at any regular meeting of the organization by a two-thirds vote of the members present, provided that the amendment has been aubmitted in writing at the previous regular meeting.