IMMANUEL LUTHERAN HIGH SCHOOL ATHLETIC BOOSTER CLUB INCORPORATED BY-LAWS

Current as of 7 SEPTEMBER 2025

Article I – NAME and PURPOSE

Section 1.01 NAME: This organization shall be “IMMANUEL LUTHERAN HIGH SCHOOL ATHLETIC BOOSTER CLUB INCORPORATED” and may be informally referred to as “IAB INC”, hereinafter referred to as the “Club”.  The organization shall be a non-profit 501(c)(3) corporation and adhere to all rules and regulations as required by local, state, and federal law.

Section 1.02. PURPOSE. The Club is organized and operated for the charitable purpose of supporting student athletic opportunities for IMMANUEL LUTHERAN HIGH SCHOOL LANCERS. We support athletic programs and activities through the provision of resources and financial assistance.

Article II – MEMBERSHIP

Section 2.01 ELIGIBILITY. All parents, grandparents, guardians, coaches, faculty, administrators, students, alumni or other persons interested in supporting the objectives and purposes of the Club are eligible to attend meetings, contribute ideas, provide volunteer assistance, and otherwise help the Club achieve its purpose.

Section 2.02. DUES. The Club may establish annual membership dues as a fundraiser. No purchase is necessary to be a volunteer or attend or speak at meetings. The annual amount and payment schedule for dues shall be determined by the Executive Board. 

Section 2.03. VOTING RIGHTS. All Executive Board members and anyone who has purchased an annual membership shall be considered voting members of the Club. The school President, Principal, Athletic Director, Coaches and school/team staff shall be non-voting advisory members of the Club. Volunteer coaches and team staff may hold elected positions within the Club, and they shall file a conflict of interest statement per Article VIII of these bylaws, and shall abstain from voting on matters in which they have, or may appear to have, a conflict.

Section 2.04. RIGHTS and RESPONSIBILITIES. Members shall have the right and responsibility to attend meetings and events sponsored by the Club, serve on committees, and be nominated and elected to Executive Board positions. Voting members shall have the right to vote for officers, review and approve the annual budget, and approve amendments to these bylaws.

Article III – EXECUTIVE BOARD 

Section 3.01. MEMBERSHIP. The Executive Board shall consist of the elected officers of the Club.

Section 3.02. AUTHORITY. The affairs, activities, and operation of the Club 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 Club.

Section 3.03. QUORUM. A quorum of the Executive Board for the conduct of business shall consist of at least 51% of elected voting officers in attendance.

Section 3.04. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the Executive Board (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. REIMBURSEMENT. Executive Board members shall serve without compensation with the exception that expenses incurred in the furtherance of the Club’s business are allowed to be reimbursed with documentation in accordance with the Club’s financial policies, and prior approval.

Article IV – OFFICERS AND THEIR ELECTIONS

Section 4.01. OFFICERS. The officers of this Club shall include one President, one or more Vice Presidents, a Secretary, a Treasurer, 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 composed of the current President and at least one additional officer shall begin seeking nominees in June of the year in which the candidates will be elected and develop a slate of candidates. The candidates shall be announced to the membership as soon as possible. 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 August meeting of the Club by the members present. Officers shall assume their official duties beginning with the September meeting following their election.

Section 4.03. TERM. Officers shall serve a two-year term. Officers may be elected for up to four consecutive terms in the same office.

Section 4.04. VACANCIES. A vacancy occurring in any office shall be filled 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 Club and, subject to the control of the Executive Board shall in general supervise and control all of the activities of the Club. The President shall be a member of the Executive Board and, when present, shall prepare meeting agendas and preside at all meetings of the Executive Board and all meetings of the membership. The President shall vote only in the case of a tie in a vote of the Executive Board or 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 Club.

Section 5.02. VICE PRESIDENT(S). The Vice President shall be a member 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 minutes of the proceedings of the membership and the Executive Board, shall see that all notices are duly given in accordance with these Bylaws, shall be responsible for the publishing of meeting minutes, shall manage and keep an accurate tally of the volunteer records, shall regularly monitor the Club’s postal mail and email accounts, and, in general, 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 Club in accordance with the Club’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 Club’s tax-exempt purpose, bylaws and budget. The financial records belong to the Club and must be available to all officers and members upon request.

The Treasurer shall:

Prepare an annual budget for review and approval by the members.

Ensure that numbered receipts are provided for cash received by the Club.

Ensure that all funds are promptly deposited in Club’s authorized bank account(s).

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.

Publish an annual report and, optionally, monthly financial summaries on Club’s website.

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 Club 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 Club.

Section 6.03. LOANS. No loans shall be made by the Club to its officers or members.

Section 6.04. BANKING. The Treasurer shall ensure that all funds of the Club are promptly deposited to the credit of the Club 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 Club, 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 6.05. FINANCIAL CONTROLS. The Club shall adopt appropriate financial controls to ensure the integrity of its funds. Specifically, without limitation, the Club 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;

All checks, drafts, or other orders for the payment of money on behalf of the Club shall be signed by the Treasurer or by any other person as authorized in writing by the Executive Board;

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;

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.

Section 6.06. FINANCIAL REPORT. The Treasurer shall present a financial report at each membership meeting of the Club and prepare a final report at the close of the year in accordance with the Club’s financial policies. The Executive Board shall have the report and the accounts examined annually. If the Club 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 Club who are not involved in the routine handling of the Club’s finances, including not having signature authority on bank accounts or approval authority over disbursements. If the Club 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 6.07. FISCAL YEAR. The fiscal year of the Club shall be from July 1 to June 30 but may be changed by resolution of the Executive Board.

Section 6.08. FINANCIAL RECORD RETENTION. All records of the Club 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 Financial Report, Annual Internal Financial Review Reports,IRS Form 990’s 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 yearly basis, store in binder or cloud-based software Seven (7) Years (store with 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 with financial records, destroy after three years)

Section 6.09. INSURANCE. If Club produces any event having attendees, Club must have an insurance policy in place to protect Club and Executive Board members from liability that takes place at the event.

Article VII — MEETINGS

Section 7.01. REGULAR MEETINGS. Regular meetings will occur biannually. Regular meetings are open to the general membership and other interested parties. Meetings will be conducted in a convenient, accessible location and/or via video conferencing. Meeting dates, times, and locations will be posted on Club’s website at least thirty days prior to each meeting.

Section 7.02. SPECIAL OR EMERGENCY MEETINGS. In rare occurrences, additional meetings may be required. The Executive Board will notify members via email, phone, or face-to-face conversation of the meeting date, time, and location.

Section 7.03. EXECUTIVE BOARD MEETINGS. The Executive Board may, at its discretion, meet to prepare for general membership meetings and to conduct the affairs of the Club. These meetings may or may not be open to the general membership at the Board’s discretion.

Section 7.04. QUORUM. The members present at any regular meeting of the Club, provided five or more members are present, shall constitute a quorum for the transaction of business. In the absence of a quorum the membership may not take action. In that event, any matter brought before the membership at a meeting at which quorum is not present shall be discussed and decided by the Executive Board.

Section 7.05. PARTICIPATION in MEETING by VIDEO or AUDIO CONFERENCE CALL. Members of the Executive Board may participate in a meeting through use of video or audio software/applications or similar communications equipment, so long as members participating in such meetings can hear one another.

Section 7.06. PARLIAMENTARY PROCEDURE. The rules contained in the current edition of “Robert’s Rules of Order Newly Revised” shall govern the Club 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 Club may adopt.

Article VIII – CONFLICTS OF INTEREST

Section 8.01. EXISTENCE OF CONFLICT, DISCLOSURE. The Executive Board, volunteers, and contractors of Club 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 Club. A conflict of interest may exist when the direct, personal, financial, or other interest(s) of any Club Executive Board member or volunteer or contractor competes or appears to compete with the interests of the Club. If any such conflict of interest arises the interested person shall call it to the attention of the Executive Board 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 Executive Board, excluding the person who is the subject of the possible conflict.

Section 8.02. 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 8.03. 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 8.04. ANNUAL REVIEW. A copy of this conflict of interest statement shall be furnished to each Executive Board member, volunteer, and contractor who is presently serving the Club, or who hereafter becomes associated with the Club. This policy shall be reviewed annually for information and guidance of Executive Board members and volunteers and contractors, and new Executive Board members and volunteers and contractors shall be advised of the policy upon undertaking the duties of their offices.

Article IX  – DISSOLUTION

In the event of dissolution of the Club, any remaining assets shall be distributed to Immanuel Lutheran High School Athletic Budget, as determined by a majority vote of the members at the time of dissolution.

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 – ADOPTION

These bylaws shall be adopted upon approval by a majority vote of members present at a regular meeting of the Club.

Article XII – EFFECTIVE DATE

These bylaws shall take effect immediately upon adoption.

Date of Adoption: September 7, 2025