BYLAWS OAKTON HIGH SCHOOL ATHLETIC BOOSTERS

1. NAME OF ORGANIZATION AND OFFICE school athletics within the Commonwealth of LOCATION Virginia, as long as this can be accomplished without jeopardizing the 501(c)(3) status of the Corporation. 1.1. The name of this voluntary and nonprofit Corporation is the Oakton High School Athletic 2.4. An additional purpose is to bring into close and Boosters, Inc. (hereinafter, Boosters). active relationship parents, students, administration, and faculty of the school, friends of the school, 1.2. The principal office of the Corporation is Oakton alumni, the business community, and the High School (hereinafter, OHS), 2900 Sutton Road, neighborhood in regard to all athletic activities at Vienna, Virginia 22181; with a mailing address of OHS. P.O. Box 437, Oakton, Virginia 22124-0437. 2.5. The Corporation may engage in any lawful act or activity for which non-profit, non-stock corporations 2. PURPOSES OF ORGANIZATION may be organized under the general laws of the 2.1. This Organization was formed to sponsor, Commonwealth of Virginia, to the extent that such promote, and operate or assist in operating act or activity may be conducted by a corporation and interscholastic and intramural athletics and other not jeopardize the Corporation's tax exempt status school-related student activities for the students who under Section 501(c)(3) of the Internal Revenue Code attend Oakton High School as well as to instill in the (or the corresponding provisions of any future tax youth of OHS the ideals of sportsmanship, laws or regulations). citizenship, honesty, loyalty, and courage, and reflect 2.6. In the event of dissolution of the Boosters, all net credit upon OHS and the Corporation. assets shall become the property of Oakton High 2.2. The aforementioned efforts shall be undertaken School. to recognize the part that athletic activities should take in the overall development and education of 3. MEMBERSHIP youth, and to support those activities that will be beneficial to the most students at OHS in concert 3.1. The Boosters shall have two classes of members: with the objectives and programs of OHS. "Regular" and "Sustaining." Regular membership shall consist of dues-paying OHS families, alumni, 2.3. This Corporation was organized and shall be and non-dues-paying (Oakton High School operated exclusively for charitable and educational administrative, teaching, and coaching staffs) purposes, and to irrevocably operate exclusively for individuals; and "Sustaining" membership shall nonprofit purposes within the meaning of Section comprise non-OHS-affiliated Booster contributors 501(c)(3) of the Internal Revenue Code (or the who notify the Board of their desire for membership. corresponding provisions of any future tax laws or Each Regular member family, Regular member regulations). No part of the net earnings or assets of OHS-staff member, and Sustaining member, the Corporation shall be distributed to, nor inure to corporation, organization, or institution shall be the benefit of any director, officer, individual, or entitled to one vote. member of the Corporation, except that the Corporation shall be authorized and empowered to 3.2. Membership shall be annual and concurrent with pay reasonable compensation for services rendered the fiscal year of the organization. Each Regular and to make payments and distributions in member family, OHS staff member, and each furtherance of the Corporation. Neither the Sustaining member (defined in Paragraph 3.1) shall Corporation nor anyone acting or purporting to act on be entitled to one vote. its behalf shall support a political party or any 3.3. Members in good standing are those families, political candidate. However, with prior consent of alumni and parents of alumni, OHS staff members, 2/3 of the Board, the Corporation may engage in Sustaining members (firms, corporations, and other activities to influence legislation affecting high

06/16/2008 REVISED EDITION 1 organizations) who support the operations of the funds of the Boosters, and shall make all Boosters by payment of annual membership dues pre- disbursements from the Corporation account as scribed in these bylaws and/or voluntary contribution, directed by the President or two thirds (2/3) vote of or OHS employment. the Board of Directors if the President refuses to order payment of such disbursement. He/she shall 3.4. The dues for each membership year shall be set keep full and accurate accounts, recording all receipts by the Board of Directors (as defined in 5.1). (provided by the Financial Secretary), disbursements, 3.5. Proposals for general fundraising activities or for and resultant balances (including those reported from Booster efforts and disbursement of funds in Concessions). On a monthly basis, the Treasurer furtherance of the stated purposes of the Corporation shall balance the Bank statements with Corporation may be presented or recommended by any member of records and report regularly to the Board of Directors the Boosters and/or school authorities for and the membership, a current status of Corporation consideration and review to the Board of Directors. funds by the various accounts prescribed by the Board of Directors. In addition, he/she is responsible for filing or cause to be filed all required government 4. OFFICERS financial reports on a timely basis. In May of every The officers of the Oakton High School Athletic year, the Treasurer shall render to the President and Boosters shall be as follows: to the Board of Directors an annual report, which at a minimum provides an accounting of all of his/her 4.1. President, Vice President, Treasurer, Financial transactions as Treasurer and those of the Financial Secretary, Secretary, and such other Officers as may Secretary, attests to the completion of the necessary be established either by the membership or by the governmental reporting, and describes the financial Board of Directors. All Officers shall be members condition of the Corporation. and shall be elected for two-year terms, beginning at the start of the first fiscal year, concluding with the end of the following fiscal year. Officers are elected 4.5 The Financial Secretary shall report to the to serve for two years. Half of the officers will be Treasurer and shall be responsible for receiving and elected each year. No person shall hold more than controlling all Booster checks for deposit and making one elective office at any one time. Any Officer may those deposits into the Corporation approved bank resign at any time upon written notice to the account in a timely manner. The Financial Secretary Corporation. shall keep accurate records of each check received and deposited and provide to the Treasurer timely and 4.2. The President shall be the chief executive officer accurate records of each deposit. of the Boosters, and chairman of the Executive Committee. He/she shall preside at all membership meetings and at all meetings of the Board of Directors. He/she shall ensure that all Booster plans and programs are coordinated with overall OHS plans 4.6. The Secretary shall attend all meetings of the and programs. The President may sign contracts on Board of Directors and record all the proceedings of behalf of the Corporation as approved by the the meetings. He/she shall notify all members of membership. The President will ensure each Officer regular and special meetings and all Directors of and Board Member understands his/her Board and special meetings at least five (5) days prior responsibilities following elections, and will to all such meetings, and be a member of the announce those responsibilities to the membership at Executive Committee of the Board of Directors. the first regular meeting following elections. He/she shall initiate and maintain lists of all attendants at such meetings for submission to the 4.3. The Vice President shall assist the President and Treasurer and shall, in cooperation with the assume the functions and responsibilities of the Treasurer, distribute upcoming agendas and previous President in his/her absence or inability to perform meeting minutes to Officers, committee chairs, and the duties of that office and be a member of the such other members as have requested receipt of Executive Committee of the Board of Directors. designated minutes. In addition, he/she is responsible 4.4. The Treasurer shall be a member of the for keeping the Corporate Papers, filing an annual Executive Committee of the Board of Directors. report with the State Corporation Commission, and He/she shall have custody and responsibility of the keeping the operations manual(s) current (as defined

06/16/2008 REVISED EDITION 2 in 11. 1). provided in Section 4.1 to serve for the following two years. Such Officers shall likewise and concurrently be elected Directors of the Boosters. 5. BOARD OF DIRECTORS 6.3. Prior to such May meetings of the membership, 5.1. The Board of Directors shall comprise the (five) the Board of Directors shall appoint a nominating officers, the standing committee chairs, one advocate committee to consist of three to five (3-5) persons all (Sport Representatives) per sport, and such ex-officio of whom are members in good standing of the members as the School Activities Director and/or Boosters. At the May membership meeting, the his/her designee(s) and the Principal recommend. committee shall nominate at least one (1) member for 5.2. The Board of Directors may receive, hold, and each of the open offices. expend funds and act generally for the Boosters 6.4. Additional nominations may be made from the subject to the requirements of the law, the Articles of floor at such May meetings. Incorporation, and other provisions of these bylaws. 5.3. There shall be at least one meeting of the Board 6.5. When it becomes necessary to fill any vacancy of Directors each month of the school year at times on the Board of Directors due to death, resignation, fixed by the President at the Board's first regular or inability to perform any office, the President, in meeting. Additional meetings may be held at the call consultation with the Activities Director and or Board of the President or at the request of any four (4) of Directors may appoint a successor who shall serve members of the Board of Directors. Notice of such until the next election. additional meetings or of changes in regularly scheduled monthly meetings shall be given in writing or by email, phone or fax by the Secretary at least 7. MEETINGS OF MEMBERS seven (7) days prior to such meeting. 7.1. Regular (that is, General Membership) and Board 5.4. Seven (7) members present in person or by proxy meetings shall be held concurrently and monthly, shall constitute a quorum. The act of a majority of the September through May, at Oakton High School at Directors present or by proxy at a meeting at which a times fixed by the President. quorum is present shall be construed as the act of the Board of Directors. 7.2. Special meetings may be called by the President or the Board or by written petition to the President of 5.5. Activities undertaken by the Boosters in not fewer than twenty-five (25) members. furtherance of the stated purposes of this organization must be coordinated with the Principal of Oakton 7.3. Notice of change in the date, place or time of any High School. Approval by the Board of Directors regular meeting, of all special meetings, and of any after such coordination shall constitute the authority meeting addressing bylaws' amendment shall be to proceed with such activities. extended by the 5.6. The President or the Board of Directors may Secretary to each member in good standing not appoint from time to time such committees of the fewer than five (5) days nor greater than twenty-five Board as necessary to assist in the management of the (25) days in advance of such meeting. affairs of the Boosters. 7.4. At meetings for which proper notice has been 5.7. Proxy Votes shall be recognized and considered given, including such notice as provided in 7. 1, those as part of a quorum only under the business of the members present, including those as provided in 5.4, Board of Directors. shall constitute a quorum. 7.5. Each Regular member, family, alumnus, OHS staff and each Sustaining member in good standing 6. ELECTIONS shall be entitled to one vote. A Sustaining member's 6.1. The officers of the Boosters named in Section 4.1 vote shall be cast by a single, duly authorized shall stand for election at the May meeting of the representative. Boosters, and be elected by written or email ballot. 7.6. Unless otherwise specified by law, the Articles 6.2. At May meetings the members of the Boosters of Incorporation, or these Bylaws; or unless shall elect officers for the two vacated positions as otherwise decided by a majority of those present and

06/16/2008 REVISED EDITION 3 voting; decisions shall be determined by simple maintain proper accounting and source documents as majority by a show of hands or voice vote. required by the Board of Directors. The Committee Chair will have check writing responsibilities for the purchase of food, drink, supplies, and equipment to 8. FINANCIAL POLICY AND FUNDING maintain proper Concession stand inventories. The 8.1. The Board of Directors shall decide all matters Committee Chair will further be responsible for pertaining to the finances of the Boosters, and it shall receiving and controlling all Concession cash receipts place all income in a common treasury. for deposit and making those deposits into their bank account in a timely manner. The Concessions Chair 8.2. All activities and funding of the Boosters shall shall keep accurate records of each disbursement and conform to and reflect the fiscal year. deposit and provide to the Treasurer monthly reports The fiscal year of the Boosters shall begin on July 1 of disbursements, deposits, and balances. The of each year and will end on June 30 of the following Concessions Chair will transfer profits to the General year. Boosters Account as requested by the Treasurer, typically at the end of the fiscal year. 8.3. All records maintained by the Officers of the Boosters shall be closed as of June 30 of each year and appropriate reports rendered as required. 9. COMMITTEES AND OTHER BOARD 8.4. The Treasurer will secure the support of a tax POSITIONS professional to prepare the required filings on an 9.1. Chairs of the following and such other annual basis, and will file such tax reports, committees as deemed necessary and one information returns, and annual reports as local, state, representative for every OHS competitive sport and federal laws require. (varsity & club) shall be appointed by the incoming 8.5. Funds of the Boosters shall be deposited only in president in consultation with the Activities Director: national or state banks, federal savings and loan Membership, Ways and Means, Fundraising, Audit, associations, or trust companies operating in College Placement, Golf Tournament, Varsity accordance with the laws of the Commonwealth of Banquet, Concessions, and Cougar Store. The Virginia and only in institutions the deposits of which committee members will be selected from among the are insured by the Federal Deposit Insurance Booster membership, and the chair will advise the Corporation or the Federal Savings and Loan Board of Directors of the selections. Insurance Corporation. 9.2. The Executive Committee, chaired by the 8.6. All funds of the Boosters shall be deposited in President, shall comprise the Officers of the the qualified repositories as the Board of Directors Corporation. The executive committee shall have and shall designate within a reasonable time after receipt. may exercise such powers and authority of the Board Any funds acquired by the Boosters shall be clearly of Directors in the management of the business and marked for and deposited to the accounts of the affairs of the Corporation as the Board of Directors Oakton High School Athletic Boosters. shall determine. 8.7. All (non-Concessions related) disbursements of 9.3. The Membership Committee shall be responsible funds of the Boosters shall be made by check signed for maintaining membership records and providing by the Treasurer or, in his absence, by the President. current membership lists to the Board of Directors, The Board of Directors may establish and maintain a for recruiting new members; and encouraging former Treasurer's petty-cash fund not exceeding $50 for members to renew prior to and during the postage and expenses in amounts of $10 or less. membership year. This Committee shall receive applications for membership and perform other 8.8. All disbursements of funds in excess of $1000 actions required by the Board of Directors. for any one item shall be approved in advance by the Board of Directors. 9.4. Ways and Means Committee shall, in consultation with appropriate Team Representatives, 8.9. All property acquired by the Boosters shall and coaches, and the Activities Director, be become the property of Oakton High School. responsible for the planning, development, and 8.10 Concessions will operate with an independent implementation of Booster goals and programs as bank account, as approved by the Board, and desired and reported by the Activities Department's

06/16/2008 REVISED EDITION 4 5-year plans for various sports, coaches, and/or and making monthly financial reports to the students. Treasurer.

9.5. The Fundraising Committee shall, in concert 9.11. Cougar Store Committee shall undertake to with the Treasurer and Activities Director, coordinate operate the Cougar Store (clothing and Cougar spirit the solicitation of all but membership funds items available at Parent Nights. athletic events and including, but not limited to, the sale of concession stands), including all volunteer staffing, merchant-coupons, and concessions, and the inventory management, accounting, and financial organization of annual or one-time fundraising reporting responsibilities. activities. 9.12. Team Representative: Every OHS varsity sport 9.6. The Financial Review Committee shall consist of shall annually designate a Team Representative who a Chair and other such members as appointed by the shall advocate the interests of that sport, its players, President for the purpose of performing a financial and its coach(es), assist the sport's coach(es) in review including examination of receipts and administrative functions; serve as liaison for that disbursements for the current fiscal year. This sport to the PTA Newsletter and such other Committee will consist of at least three (3) members, publications and organizations as deemed necessary one of whom shall be a member of the Board of for the advancement of that sport; attend (or Directors. The Committee will complete its designate a replacement to attend) regular Board assignment, and report its findings and meetings and such other meetings as necessary for recommendations to the Board of Directors before the advancement of that sport; serve as liaison for the new Treasurer assumes his duties or the current that sport's players or coaches with the Activities Treasurer succeeds himself. The Financial Review Director; and assist committee chairs in all programs Committee will secure the support of an audit entailing the participation or support of the sport's professional to perform an audit every 3-5 years, or team-members and parents as needed. 9.13. Actions taken by the Committees are subject to 9.7. College Placement Committee shall assist the the approval of the Board of Directors, and no Athletic Department in locating appropriate college committee shall exercise on its own the authority athletic programs that will allow OHS athletes to reserved to the Board of Directors. continue the pursuit of their chosen sport. In addition, the Committee shall assist in locating and tracking athletic scholarship information for qualified 10. PARLIAMENTARY AUTHORITY candidates, in notifying both the candidates themselves and their parents of scholarship 10.1. Robert's Rules of Order shall prevail in all requirements, procedures, and deadlines, and in parliamentary matters not covered by the Articles of conducting (or assisting to conduct) programs, Incorporation or Bylaws of the Oakton High School seminars, or meetings that further the scholarship Athletic Boosters. goals of OHS athletes. 9.8 Golf Tournament Committee shall undertake to 11. OPERATIONS MANUAL plan and carry out the annual golf tournament, including all logistical fundraising and reporting 11.1. To assist in the transition of responsibilities of responsibilities. the members of the Board of Directors, the Secretary will maintain, and annually evaluate and, if 9.9. Varsity Banquet Committee shall undertake to necessary, update an Operations Manual which plan and carry out the annual varsity banquet, delineates roles and responsibilities of each board including all logistical, fundraising and reporting responsibilities. member, or other resolutions the Board deems appropriate. 9.10. Concessions Committee shall undertake to operate the concessions stands, including all volunteer staffing, inventory management, and maintenance. Concessions shall maintain an 12. AMENDMENTS independent bank account and be responsible for all Concessions related disbursements, deposits, and 12.1. Amendments to these Bylaws may be proposed balances for that account. Concessions shall be by the membership at any meeting or by the Board of responsible for maintaining good accounting records Directors either by duly processed motion or by

06/16/2008 REVISED EDITION 5 written request of ten (10) or more members in good Such amendments must be approved by a show of standing of the Boosters. Such amendments shall be hands or voice vote of two-thirds (2/3) of the conveyed verbatim in the next written notice to the members in good standing and present in person at membership following such proposal. the next meeting.

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