Article 1

1.1 The name of the organization shall be the Sherando High School Band Booster Association, Inc., hereinafter referred to as the organization or the Boosters.

1.2 The principle office of the Boosters shall be located at Sherando High School. 185 South Warrior Drive, Stephens City, Frederick County, Virginia. The Boosters may change the location of its principle office by action of the General Membership. This change necessitates a revision to the bylaws.


Article 2

2.1 The organization exists exclusively for charitable or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, to promote education in the band programs of Sherando High School located in Frederick County, Virginia. These programs include, but are not limited to, the Concert, Symphonic, Jazz, and Marching band, as well as the Guard Program, hereinafter referred to as “the Sherando Band”.

2.2 The organization shall lend all possible moral, physical, and financial support to the Sherando Band, fostering relationships among the band director, students, parents, school officials, the community, and any persons that share a mutual interest in the school’s band program.

2.3 The organization shall provide and award scholarships for the education of the Sherando Band students, and shall assist the band director in paying guest instructors, coaches, and conductors.

2.4 The organization shall do any and all lawful things that may be necessary and useful to for the Sherando Band, including the power to own, lease, mortgage, and contract for the sale of, real and personal property.


Article 3

3.1 The General Membership shall consist of parents and guardians of students enrolled in the Sherando Band. General members shall have voting privileges on all matters presented to the general membership for decision.

3.2 The Student Membership shall consist of any student who is currently enrolled in the Sherando Band. Student members shall not have voting privileges.

3.3 The Alumni Membership shall consist of former Sherando Band members, and their parents or guardians. Alumni members shall not have voting privileges.


Article 4

4.1 Regular meetings of the Boosters shall be held on the first Monday of not less than five months for the purpose of conducting regular business and shall be open to all members. In the event of an early school closing or Federal holiday, the meeting will be held on the second Monday of that month. When necessary, these meetings can be held via electronic meeting platforms. A ten day written or e-mail notice must be given to the General Membership is a meeting is rescheduled for any other reason.

4.2 The Annual booster meeting in May shall summarize the year, award scholarships, and present a slate of officer nominees for the next school year.

4.3 By action of the Board of Directors, a special meeting of the General Membership may be called if notice is given in writing or by email at least ten days prior to the meeting.

4.4 Regular meetings of the Board of Directors shall be held before the General Membership meeting on the first Monday of the month. In the event of an early school closing or Federal holiday, the meeting will be held on the second Monday of that month. During the summer months, the Board of Directors shall meet off campus to prepare for the following year.

4.5 Special meetings of the Board of Directors may be called at any time for urgent matters. These meetings may be conducted in person or by using electronic meeting platforms.

4.6 The Board of Directors meetings are open to the General Membership, but discussion and voting is limited to the members of the board. When discussing sensitive matters, attendance will be restricted to board members.

4.7 A quorum for the transaction of business for the Board of Directors meeting shall consist of more than 50% of the voting board members.


Article 5

5.1 Offices of the Boosters are President, Vice President, Secretary, Treasurer, Recorder, Advancement, Member-at-large, Communications, Logistics, and Volunteer Coordinator. Individuals must maintain qualification status as a General Member to serve as an officer of the Boosters and serve without compensation. Each position is held for one school year.

5.2 Officer nominees for the following school year shall be presented to the General Membership by the Nomination Committee at the annual meeting in May. Nominations shall be formally closed, and elections held by majority vote, at the June General Membership meeting.

5.3 All nominees must have a student enrolled in the band program and agree to be on the ballot. Only one family member may hold an office at any one time.

5.4 A minimum of two people shall be appointed to count ballots. If no candidate receives a majority of votes, a second vote shall be taken.

5.5 The responsibilities of the President include, but are not limited to, presiding over all meetings of the Board of Directors and the General Membership, and providing general supervision of the affairs and activities of the Boosters. They shall also prepare and distribute agendas for General Membership and Board meetings, and co-sign all checks and contracts with the Treasurer.

5.6 The responsibilities of the Vice President include, but are not limited to, assuming all duties and responsibilities of the president in their absence.

5.7 The responsibilities of the Secretary include, but are not limited to, preparing and keeping all records and minutes of the Board of Directors and General Membership meetings; and preparing correspondence as directed by the President or Vice President.

5.8 The responsibilities of the Treasurer, with oversight from the Board of Directors, include, but are not limited to, overseeing the management and reporting of the Boosters finances; maintaining the Booster’s bank account, including establishing accounts, managing access rights, and investing excess funds wisely; depositing, transferring, and withdrawing funds; signing all checks for the Boosters with the President or Vice-President; coordinating with tax professionals for annual tax requirements; and preparing a monthly report and an annual budget to present to the General Membership.

5.9 The responsibilities of the recorder include, but are not limited to, receiving, documenting, and delivering to the Treasurer all income for deposits into the Booster’s General Fund; and delivering financial related mail to the Treasurer.

5.10 The responsibilities of the Advancement Officer include, but are not limited to, advancing the mission of the Boosters by developing long term relationships within our community; soliciting financial donations from corporate sponsors; and chairing the Advancement Committee.

5.11 The responsibilities of the Member-at-Large include, but are not limited to, serving as the chair of the Nominating Committee; organizing the annual membership registration; serving as the chair of the Nomination Committee; and preforming other duties as assigned by the Board of Directors.

5.12 The responsibilities of the Communications Officer include, but are not limited to, maintaining all communications to the General Membership including through the band newsletter, miscellaneous emails, and the band Facebook page; developing content for the band website in collaboration with the webmaster; and chairing the Communications Committee.

5.13 The responsibilities of the Logistics Officer include, but are not limited to, supporting the band director in duties related to band events and competitions; and working with the Volunteer Coordinator to plan for and manage volunteers.

5.14 The responsibilities of the Volunteer Coordinator include, but are not limited to, determining the volunteer needs of the band for events and competitions with the Logistics Officer; and creating and promoting sign-ups for volunteers.

5.15 The responsibilities of the Uniforms Officer include, but are not limited to, maintaining an inventory of band uniforms and roster of student usage; cleaning and mending uniforms; and chairing the Uniforms Committee.

5.16 An Officer of the Boosters may resign or be removed for cause in accordance with the procedures outlined in 13.1-695 of the Virginia Non Stock Corporation Act. An Officer will be automatically removed upon the absence of three consecutive Board meetings in a term.


Article 6

6.1 The Board of Directors shall organize committees that are necessary for the efficient operation of the Boosters. The Chair of each committee shall be appointed by the Board of Directors. Committees shall develop proposals for specified activities and present it to the Board of Directors and/or the General Membership for approval.

6.2 The Advancement Committee shall develop and manage all fundraising activities for the Corporation and seek to establish long-term community relationships.

6.3 The Communications Committee shall be responsible for informing the media and other interested parties of band events and maintaining an online presence for the band.

6.4 The Nomination Committee shall be responsible for compiling a list of officer nominees for the following year election and presenting it to the General membership at the May meeting.

6.5 The Scholarship Committee shall review or develop criteria for scholarship eligibility and present it to the Board for approval; distribute and collect applications; convene a group of non-Sherando people to assess and choose scholarship recipients; and prepare awards to be distributed at the May meeting.


Article 7

7.1 The order of business, established in Robert’s Rule of Oder, most recently revised, shall govern the business of the Boosters.

7.2 The Boosters may dissolve itself by two-thirds majority vote at a special meeting held for that purpose.

7.3 Nothing herein shall constitute members of the Corporation as partners for any purpose. No
member, office, agent, or employee shall be liable for the acts or failure to act of any member, officers, agent, or employee of the Corporation. No member, officer, agent, or employee shall be liable for their acts or failure to act under these articles excepting only acts of omissions out of their willful misfeasance.


Article 8

8.1 This Corporation is a non-profit organization. This Corporation shall use its funds only for the charitable and non-profit purposes and objectives specified in these bylaws and the Articles. All funds shall be deposited in a financial institution within Frederick County, VA which is insured by the FDIC.

8.2 The fiscal year of the Corporation shall begin on July 1 and end on June 30.

8.3 The financial statements of the Corporation will be kept in such a manner to readily show the accurate financial condition of the Corporation and to facilitate the periodic reports to the General Membership and Board of Directors.

8.4 Persons entrusted with the handling of Corporation funds may be required, at the discretion of the Board of Directors, to furnish, at Corporation expense, a suitable fidelity bond.


Article 9

9.1 The Boosters are organized and operated as referenced in Article X of the Articles of Incorporation.

9.2 The Boosters are organized and operated as a corporation exempt from private foundation status under 509 (a) of the Internal Revenue Code of 1986. However, for any period during which the Corporation is a “private foundation” as defined by Section 509 of the Internal Revenue Code of 1986 the Boosters shall be subject to the following restrictions and prohibitions.

9.3 The Boosters shall make distributions for each taxable year at such time and in such manner as not to become subject to the tax imposed on undistributed income by Section 4942 of the Internal Revenue Code of 1986.

9.4 The Boosters shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1986.

9.5 The Boosters shall not retain any excess business holdings which will  subject it to tax under Section 4943 of the Internal Revenue Code of 1986.

9.6 The Boosters shall not make any investments in a manner such as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986.

9.7 The Boosters shall not make any taxable expenditure as defined in Section 4945 (d) of the Internal Revenue Code of 1986.


Article 10

10.1 The Boosters shall indemnify, to the fullest extent permitted and required by the Virginia Non Stock Corporation Act, as such Act exists now or may hereafter by amended, its Directors and Officers who are made a party to any proceedings by reasons of their office for acts or omissions performed in their official capacity.

10.2 There shall be no liability for the acts or omissions of any Officer or Director of the Boosters in any proceedings brought by or in the right of the Corporation or brought by or on behalf of the members (or member) of the Boosters, if any, unless otherwise provided by the laws of the Commonwealth of Virginia, arising out of any single transaction, occurrence, or course of conduct pursuant to Section 13.1-870.1 of the Code of Virginia, as it may be amended from time to time.


Article 11

11.1 These Bylaws may be amended at any regular or special meeting of the Boosters by a two-thirds majority vote, providing the amendment has been submitted in writing at the previous regular meeting. This written submission provides the required notice of intent.


These bylaws were approved by the SHS Band Boosters on October 4th, 2021 and will be up for review and evaluation every 7 years. Next Review Date Due: Oct 2028.