By - Laws

ARTICLE 1 - NAME OF ORGANIZATION

The name of this organization is the WCHS Quarterback Club, a nonprofit organization organized in accordance with the laws of the Commonwealth of Pennsylvania (Organization and/or QBC and/or Club).

ARTICLE II - PURPOSE OF ORGANIZATION

The WCHS Quarterback Club is organized exclusively to support, in every way possible, including but not limited to financially and morally, the football program of the Central Greene School District, located in Waynesburg, Pennsylvania.

ARTICLE III - MEMBERSHIP

Any person interested in supporting the stated purpose and related programs of the WCHS Quarterback Club is welcome to become a general member of the Organization.  All members are asked to contribute five dollars ($5) per year as a general contribution to support the purpose and work of the QBC.  These contributions should be made no later than the first game of the season.  All members are also encouraged to participate in the programs and projects of the Organization.  

Members must attend at least two (2) meetings throughout the fiscal/calendar year to be considered a "Member in Good Standing", significant for voting and other purposes as described in these By-Laws. 

ARTICLE IV - OFFICERS:  GENERAL

The WCHS Quarterback Club is to be managed under the leadership of an Executive Board, consisting of the offices of President, Vice President, Secretary, and Treasurer (Officers and/or Executive Board).  Nominations for office shall be solicited, accepted, and voted upon each year at the Annual Re-organizational Meeting held between the close of the football season and the end of the fiscal/calendar year.   To be eligible for nomination to office, a member must have attended a minimum of four (4) meetings throughout the fiscal/calendar, at the time of the nomination.

The Officers shall take office immediately following the election with the initial planning meeting of the Executive Board called by the newly elected President before the close of the fiscal/calendar year. 

The first General Membership Meeting of the fiscal year is held in January at the first meeting of the fiscal year, held at the direction of the newly elected President (First Meeting). 

Terms of office shall run for a single year.  There is no limit on the number of consecutive terms that any member can hold a particular office or on the number of different offices that a member can hold.

Executive Board Members will be removed from office for failing to attend at least five (5) regularly scheduled General Membership or Executive Board meetings during the fiscal/calendar year or for an absence from three (3) consecutive General Membership or Executive Board meetings.  Removal from office shall be initiated by motion and approved by a simple majority vote of fifty percent plus 1 (50% +1) of those in attendance at the meeting.

In the event of a vacancy on the Executive Board, created by any means whatsoever, the vacancy shall be filled on a temporary basis by appointment of the President.  At the first regularly scheduled meeting following the appointment, nomination and election for filling the vacancy for the balance of the term will take place.

Under no circumstances can more than one member of the same immediate family hold office at the same time, although immediate family members (such as a wife and husband) can share a single office provided that they are able to meet all responsibilities of the position in question.

All Officers/Executive Board Members are to serve on at least one primary committee of the QBC.

All Officers/Executive Board Members are to serve the Organization without compensation or personal gain, with the highest level of responsibility and integrity possible.  (NOTE:  Reimbursement for out-of-pocket expenses is NOT considered compensation.). 

Failure to meet these standards will result in removal from office, as described above.  Other actions, such as criminal proceedings in the case of criminal malfeasance, shall be decided by a majority of the membership at a special meeting called for that purpose.

ARTICLE V - OFFICERS:  RESPONSIBILITIES AND SPECIAL MATTERS

The Officers/Executive Board are to individually and collectively serve the purpose of the WCHS Quarterback Club to the best of their individual capabilities.  The President will strive to ensure that all new Executive Board Members are properly educated as to their respective roles as well as the history, purpose, and operation of the Organization. 

President:  The President manages and directs all activities of the WCHS Quarterback Club.  Among the responsibilities of the office of President are the following:

□Support in any way possible the purpose of the Organization.

□Prepare all meeting agendas and preside at all meetings.

□Appoint committee and sub-committee volunteers and chairpersons.

□Address any concerns whatsoever that run in opposition to the purpose and spirit of the Organization.

□Execute any/all policies of the Organization.

□Co-sign checks and contracts.

□Serve as ambassador to WCHS Administration and to other related organizations.

□Serve as an ex-officio member of all Committees and Sub-committees.

□Resolve conflicts and issues in an expeditious and diplomatic fashion.

Vice President:  The Vice-President supports the Organization and the office of the President in any way possible.  The Vice-President is to perform all duties of the President in his/her absence and/or at the appointment of the President.  In so acting, the Vice-President possesses all of the power of the office of the President. (Note: a second Vice-President may be appointed into office at the request of the executive board.) 

Secretary:  The Secretary is responsible for securely maintaining the records of the Organization, including but not limited to:

□A roster of all members, as well as players, including appropriate contact information.

□Minutes of all General Membership Meetings, in a format designated by the President.

□Executive Board closed meeting minutes and notes in a confidential manner.

□Committee and Sub-committee reports and notes, as prepared for General Membership Meetings.

□Annual member contributions are collected and accounted for.

□Correspondence and records, date-stamped and filed, as appropriate.

The Secretary is additionally responsible to provide general members, Executive Board members, and other interested parties, with requisite notices of the events and meetings of the Organization and with communications on a variety of pertinent topics, including but not limited to:

□Prepare and dispatch notices for all meetings and special events to all members and Officers, as needed to fit the circumstances.

□Prepare and dispatch routine and special correspondence, as directed by the President as well as the Executive Board and membership.

□Receive, date stamp, and file all incoming correspondence.

□Work collaboratively and at the direction of the President in preparing an agenda for any/all meetings of the Organization.

The Secretary also serves as the gatekeeper to the general records of the Organization, providing third-party access to its records only as appropriate and at the approval of the President and/or Executive Board, as appropriate under the circumstances, as described herein.

Treasurer:  The Treasurer is responsible to maintain the finances, and records related to the finances, of the Organization, including processing and record-keeping for all accounts receivable and accounts payable.  In maintaining the records and the financial integrity of the Organization, the Treasurer shall ensure that:

□Banking records are current, and reconciled on an ongoing basis.

□Checking account records require two signatures for every check, one of which is always the Treasurer and the other of which is another Executive Board Member, preferably the President wherever possible.

□Contracts are to be processed by the Treasurer in conjunction with the President, obtaining legal review if necessary and all contracts are to be signed only by the President after discussion by the Executive Board and General Membership.

□All invoices are timely processed and paid.

□All invoices are paid by check, unless otherwise designated by the President and/or the Executive Board.

□All monies received are processed and deposited in a timely fashion.

□Work collaboratively with the Secretary to ensure that all monies due are paid.

□A budget for the year is prepared and personated at the First General Membership Meeting, including general fundraising projects with financial goals as well as anticipated expenditures.

□All matters are handled in accordance with sound financial and financial record-keeping principles.

The Treasurer also serves as the gatekeeper to the financial records of the Organization, providing third-party access to its records only as appropriate and at the approval of the President and/or Executive Board, as appropriate under the circumstances, as described herein.

ARTICLE VI - MEETINGS

General Membership Meetings (regular and special):  All routine business matters related to the general function of the QBC shall be conducted at General Membership Meetings in accordance with the following:

□General QBC Membership Meetings are to be held on at least a monthly basis throughout the fiscal/calendar year.  During football season, General Membership Meetings shall be held every other week. 

□General Membership Meetings shall be scheduled in advance as much as possible on days/times and at locations that are convenient to the membership, and at the direction of the President. 

□The Secretary is responsible to provide members with at least a seven (7) day notice of regular and special General Membership Meetings.  This notice can be provided in whatever means is efficient under the circumstances, at the discretion of the Secretary in conjunction with the President.  Website posting shall constitute notice for purposes of this provision. 

□Each General Membership Meeting will be conducted at the direction of the President, in an efficient manner, following an agenda prepared by the President.  Regular General Membership Meeting agendas will always include but not be limited to Review of Minutes from Last Meeting, Old Business, Individual Officer Reports, and Individual Committee/Sub-Committee Reports.  Members are encouraged to bring items to the President and/or Executive Board in advance for inclusion on the agenda. 

Executive Board Closed Meeting Sessions:  The President has the discretion to call Executive Board Meetings, consisting of only the Officers/Executive Board Members,  for either confidential, emergency, or special matters, as follows:

□Executive Board Closed Sessions will be held on as needed basis, at the direction of the President or the request of any Executive Board Member. 

□Minutes of Executive Board Closed Sessions will be maintained in details and in a confidential manner by the Secretary.  No one is to have access to these records without the approval of the Executive Board. 

□Notice of Executive Board decisions made in Executive Board Closed Meeting Sessions shall be communicated with the general membership of the Organization for either full review/disposition or informational purposes, as appropriate and determined by the President in conjunction with the Executive Board.

The rules contained in the most current edition of Robert's Rules of Order shall govern the Organization in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Organization may adopt.  Meetings shall be conducted in accord with Robert's Rules of Order, as applicable.

ARTICLE VII - FINANCIAL MATTERS and AUDIT STANDING COMMITTEE

The Organization will abide by sound and prudent fiscal principles.  Toward this end, an Audit Standing Committee shall be established for purposes of setting the standards for internal compliance as well as external audit of the records of the Organization.   The Audit Committee is to be chaired by a member with knowledge in financial principles and matters.  The Audit Committee is to be established during the first quarter of each fiscal/calendar year, shall meet monthly thereafter, and shall prepare and submit an Audit Plan for the year to the Executive Board, in care of the President, no later than April 1.  The Audit Committee is charged with providing its compliance update to the general membership on at least a quarterly basis during each calendar year.

ARTICLE VIII - COMMITTEES AND SUB-COMMITTEES

The President possesses the authority to establish Committees and Sub-committees, including appoint chairpersons, for the purpose of meeting the purposes of the QBC.  The President will set forth Committee and Sub-committee plans as soon after taking office as possible.  The Secretary will maintain a roster of all Committees and Sub-committees, including contact information, for general QBC purposes.  Committees and Sub-committees are charged with the responsibility to plan and execute projects, in accordance with time and financial budgets, and to provide regular reports to the President, Executive Board, and membership at regularly and specially scheduled General membership Meetings.

ARTICLE IX - VOTING

Only Members in Good Standing are eligible to vote on matters affecting the organization, including the annual election of officers.   Voting is governed by the following:

□Issues for consideration and vote are to be presented by member motion and upon an appropriate second motion and discussion, are voted upon.

□All votes, except those specifically noted otherwise herein, shall be determined based on simple majority principles:  one more than half of the members present. 

ARTICLE X - INDEMNIFICATION AND INSURANCE

The Organization will indemnify the Executive Board Members for all acts committed in furtherance of the purpose of the Organization. 

The Organization will maintain a General Liability Commercial Package Insurance Policy with a minimum coverage limit of one million dollars ($1,000,000).  Claims are to be processed in accordance with the standards of the insurance company/policy. 

ARTICLE XI - MEMBER and BOARD STANDARDS

General Executive Board Member Standards and Expectations: All Executive Board Members shall perform their respective duties in good faith and in the best interests of the Organization.  If an Executive Board Member becomes unable to meet these responsibilities, they are expected to either resign or be removed from the position as Executive Board Member. 

Criminal Background and Related Matters:  The President and/or Executive Board have the option of requiring any QBC member or volunteer to complete a criminal background check and/or child abuse clearance, and in the event that these background checks/clearances are required, the WCHS-QBC shall pay for these items, provided that the financial status of the Organization allows for this expenditure.  These background checks/clearances must be completed by April 1 of the fiscal/calendar year. Such records shall be presented to the Secretary, maintained in a confidential manner, and remain on file confidentially with other records of the Organization.  In the event that the criminal background check and/or child abuse clearance indicates an affirmative status in either of these regards, the member and/or volunteer will not be allowed to participate in certain activities of the QBC.   No one shall hold office that has been convicted of a crime and/or has a history of mishandling the funds of any organization or business.  If criminal charges are brought against any member, volunteer, or Executive Board Member, said individual will be suspended from serving in the corresponding capacity until such time as the charges have been cleared or dropped and the Executive Board reviews the matter for possible reinstatement.

XII - RECORDS

All Members in Good Standing will be permitted access to inspect the records of the Organization, as follows:

□Due to privacy concerns, no names or contact information will be disclosed or shared with anyone outside of the Executive Board without the express approval of the individual(s) involved.

□Only Members in Good Standing are permitted to inspect records of the Organization.  In order to access records of the Organization, Members in Good Standing must submit a written request to inspect the records of the Organization, explaining the interest in such inspection, submitted to the Secretary who will bring the request to the attention of the President and then to the Executive Board at the next scheduled meeting. After such approval, inspection/access will be permitted only in the presence of an Executive Board Member after obtaining an executed Confidentiality Agreement, which limits further use of the Organization's records, in accordance with the law.  

□Under no circumstances will anyone be permitted to duplicate records, without the express approval of the Executive Board.

XIII - NO CONFLICT OF INTEREST

In the event that a member is unable to act in an objective and/or impartial manner due to the financial, personal, or other interest or conflict (actual or apparent), the member shall request to be excused from active participation in discussion and/or decision-making concerning the matter at hand.

XIV - GENERAL MATTERS

The QBC will present senior football players who have participated and competed in football the previous year with a senior award, including their senior jersey or some other similar award, as determined by and paid for in full by the Organization. 

XV - AMENDMENTS

These By-Laws cannot be changed or modified without the approval of the Executive Board as well the general membership, which can only be accomplished in accordance with the following:

□Proposals to modify these By-Laws require the Executive Board to take the proposed amendment(s) under advisement following a ten (10) day notice of the draft proposal. 

□After review and discussion of the proposed amendment(s) by the Executive Board at a special Executive Board Meeting, a vote on the proposed amendment(s) will be taken.

□Any further revision shall be made to the proposed amendment(s) prior to submitting the final draft, as approved by the Executive Board, to the full membership for a vote.

□The Executive Board will provide the general membership with a fourteen (14) day notice of a special General Membership Meeting set for purposes of reviewing, discussing, and voting upon the adoption of the proposed amendment(s). Advance copies of the proposed amendment(s) shall be available to the general membership upon request.

□On approval of the general membership, the proposed amendment(s) shall be considered adopted and made a part of the official records of the Organization.

All versions of fully approved By-Laws, current as well as expired/obsolete, shall be maintained in the archived records of the Organization for all time.  The Secretary is charged with creating and maintaining a chronology/history of By-Laws, from the inception of the Organization through the present date, including copies of all referenced records.  This chronology/history is considered a part of the permanent records of the Organization.

XVI - DISSOLUTION

In the event of dissolution of the Organization, Officers/Executive Board Members will make provisions for paying all liabilities of the Organization.  Any remaining assets of the Organization are to be gifted to any such organization organized and operated exclusively for charitable, educational, religious, and/or scientific purposes (aka an exempt organization organized under section 501 ( C ) ( 3 )of the Internal Revenue Code. 

___________________________________________

Paul Tretinik, President

___________________________________________

Chad McCracken, Vice President

___________________________________________

Dan Davis, Treasurer

____________________________________________

Tami Herrod, Secretary