Bylaws

Preamble

The Alamo Heights Theatre Booster Club exists to support the students, educators, and programs that make theatre an enriching part of the Alamo Heights Independent School District community. These bylaws provide a clear and approachable framework for governing the Club, protecting its resources, and welcoming broad participation from theatre families and supporters. The Club intends to remain simple enough for volunteers to understand and use. The bylaws address governance. Detailed procedures for finances, fundraising, communications, and other day-to-day work are maintained separately in the Board Policy Manual.

ARTICLE I Name, Mission, and Nonprofit Character

Section 1. Name.

The name of the organization is the Alamo Heights Theatre Booster Club, referred to in these bylaws as the “Club.”

Section 2. Mission.

The Club’s mission is to support and enhance the educational and extracurricular theatre experience for students participating in Alamo Heights ISD theatre programs, including middle school and high school programs.

Section 3. Nonprofit character.

The Club is an independent, voluntary, nonprofit, nonpartisan, and nonsectarian organization. It will operate for charitable and educational purposes consistent with Section 501(c)(3) of the Internal Revenue Code.

Section 4. Limits on activities.

No part of the Club’s net earnings may benefit a director, officer, member, or other private person, except for approved reimbursement of expenses or reasonable payment for goods or services that further the Club’s mission. The Club will not participate or intervene in a political campaign for or against a candidate for public office.

ARTICLE II Relationship with AHISD and Guiding Principles

The Club supports the theatre program. Educational, artistic, safety, and school-operational decisions remain with AHISD and its theatre educators.

Section 1. Partnership with AHISD.

The Club will work collaboratively with the Theatre Director, other AHISD theatre educators, campus administration, and the district. The Club will follow applicable AHISD policies when using district facilities, names, logos, student information, or other district resources.

Section 2. Program authority.

The Club may offer financial, volunteer, and community support, but it will not direct or interfere with educational or artistic decisions. Those decisions remain the responsibility of AHISD and its theatre educators.

Section 3. Guiding principles.

In all of its work, the Club will:

• Place students and their educational experience first.

• Act with transparency, integrity, and respect.

• Use donated funds and resources responsibly.

• Welcome participation from theatre families, alumni, faculty, and community supporters.

• Maintain a collaborative relationship with the Theatre Director and AHISD.

ARTICLE III Membership

The Club is a membership organization, not a closed board. Membership is designed to be welcoming and free.

Section 1. Eligibility.

Membership is open to parents, guardians, grandparents, alumni, faculty, and community members who support the Club’s mission.

Section 2. Becoming a member.

A person becomes a member by registering with the Club in the manner established by the Board. The Club will maintain a current membership list for notices and voting.

Section 3. Dues and donations.

Membership is free. The Board may invite optional membership dues or voluntary donations, but payment may not be required to join, vote, nominate candidates, or hold office.

Section 4. Voting rights.

Each member has one vote. Members must vote in person or through an approved electronic meeting platform. Proxy voting is not permitted.

Section 5. AHISD employees.

AHISD employees may be members and participate in committees, subject to AHISD policy. The Theatre Director’s Board role is addressed in Article IV.

ARTICLE IV Board of Directors

The Board provides governance and financial stewardship. It does not manage the theatre program or replace the work of AHISD staff.

Section 1. Role of the Board.

The Board governs the Club, protects its resources, adopts policies and an annual budget, oversees financial accountability, and helps the membership carry out the Club’s mission.

Section 2. Size.

The Board must have at least three and no more than nine voting directors. A Board of four or five directors is encouraged when enough members are willing to serve.

Section 3. Eligibility.

A director must be a Club member, consent to serve, and support the Club’s mission and guiding principles.

Section 4. Theatre Director.

The Theatre Director, or another AHISD theatre educator designated by the Theatre Director, serves as an ex officio, non-voting advisor to the Board. This advisor does not count toward the minimum or maximum Board size.

Section 5. Independent judgment.

Directors must act in the best interests of the Club and the students it serves. They are expected to exercise independent judgment rather than represent the interests of an individual, household, or group.

Section 6. Directors from the same household.

To preserve independent decision-making, members of the same household may serve on the Board at the same time only when the Board has at least four voting directors. No more than two directors from the same household may serve at the same time.

Section 7. Volunteer service.

Directors and officers serve without compensation. They may be reimbursed for approved Club expenses under the Board Policy Manual.

Section 8. Orientation.

Each new director will receive the current bylaws, Board Policy Manual, budget, recent financial report, recent meeting minutes, and other records reasonably needed to begin serving responsibly.

ARTICLE V Officers

Officers carry out the Board’s leadership, financial, and recordkeeping responsibilities. The required offices reflect the Club’s legal and practical needs.

Section 1. Required and optional offices.

The Club must have a President, Treasurer, and Secretary. The Board may also elect a Vice President when it is useful. All officers must be voting directors.

Section 2. One office per person.

No person may hold more than one office at the same time.

Section 3. Consecutive terms.

No person may serve more than two consecutive terms in the same office. A person may later return to that office after at least one full term out of it.

Officer responsibilities

President. Leads the Club, presides over membership and Board meetings, works closely with the Theatre Director, helps the Board carry out its responsibilities, and serves as a primary public representative of the Club.

Vice President. Supports the President, performs the President’s duties when the President is unavailable, and assists with special projects, leadership continuity, and other responsibilities assigned by the Board.

Treasurer: The Treasurer serves as the Club's financial steward. Responsibilities include maintaining the Club's financial records, working with the Club's financial institution, preparing financial reports for the Board, helping prepare the annual budget, and ensuring Club funds are handled in accordance with Board policy.

Secretary. Maintains the Club’s official records, records and distributes meeting minutes, provides meeting notices and agendas, preserves governing documents, maintains membership contact information, and oversees official communications with members and the community. Communications tasks may be delegated, but the Secretary remains responsible for ensuring that official information is accurate and preserved.

ARTICLE VI Elections, Terms, and Vacancies

Section 1. Annual election timing.

The annual election of directors will be held after the spring theatre production and before the Theatre Banquet, on a date selected by the Board. Members will receive at least ten calendar days’ notice.

Section 2. Nominations for director.

Any member may nominate a member for the Board. Nominations may be submitted before the meeting or made from the floor. A nominee must consent before being placed in nomination.

Section 3. Election of directors.

Members elect directors. A voice vote may be used when the number of nominees does not exceed the number of open seats. If there are more nominees than open seats, voting must be by secret ballot. The candidates receiving the highest number of votes are elected.

Section 4. Election of officers.

After the directors are elected, the newly elected Board will elect officers from among its members. A voice vote may be used when only one candidate is nominated for an office. A contested office must be decided by secret ballot.

Section 5. Terms.

Directors and officers serve one-year terms beginning when they are elected and continuing until their successors take office.

Section 6. Vacancies.

The Board may fill a vacant director position by majority vote until the next annual election. The Board may fill an officer vacancy from among the directors. If the Board falls below three voting directors, filling the vacancy must be its first governance priority.

ARTICLE VII Meetings and Voting

The Club may meet in person or electronically. Notice and voting rules are kept simple so the organization can function without sacrificing transparency.

Section 1. Membership meetings.

The Club will hold at least two membership meetings during each school year. Members present at a properly noticed meeting constitute a quorum.

Section 2. Board meetings.

The Board will meet at least every other month during the school year. A majority of the voting directors constitutes a quorum.

Section 3. Special meetings.

The President or a majority of the Board may call a special membership or Board meeting when needed. The notice must state the purpose of the meeting.

Section 4. Notice.

Membership meeting notice should be sent at least seven calendar days in advance, except that elections and proposed bylaw amendments require at least ten calendar days’ notice. Board meeting notice should be sent at least three calendar days in advance. Notice may be delivered electronically.

Section 5. Electronic participation.

Meetings may be held in person, by video conference, or through another platform that allows participants to hear one another and participate at the same time. A person attending electronically is considered present.

Section 6. Voting.

Unless these bylaws require a different threshold, a motion passes by a majority of votes cast at a meeting where the applicable quorum is present. An abstention is not counted as a vote cast.

Section 7. Action between Board meetings.

The Board may act without a meeting only through unanimous written consent, including consent provided electronically. The action must be entered into the minutes of the next Board meeting.

ARTICLE VIII Committees

Section 1. Creation.

The Board may establish committees as needed and may discontinue them when their work is complete.

Section 2. Participation.

Committee chairs and members do not have to be directors. Committees should welcome members and volunteers with relevant interest or experience.

Section 3. Authority.

A committee may recommend and carry out work assigned by the Board, but it may not bind the Club, spend Club funds, sign contracts, or speak officially for the Club unless the Board has specifically authorized it to do so.

ARTICLE IX Financial Stewardship

Financial procedures may scale as the Club grows, but basic transparency and separation of responsibility are required at every size.

Section 1. Fiscal year.

The Club’s fiscal year runs from July 1 through June 30.

Section 2. Annual budget.

The Board will adopt an operating budget before the beginning of each fiscal year. The budget should reflect the Club’s expected income, planned activities, and priorities identified with the Theatre Director.

Section 3. Financial reports.

The Treasurer will provide a current financial report at every regular Board meeting. A financial summary will be made available to members upon request.

Section 4. Bank accounts and signers.

Club funds must be held in financial accounts in the Club’s name. Each account must have at least two authorized signers who are not members of the same household, and one signer must be the Treasurer.

Section 5. Spending authority.

The Board will establish spending, purchasing, reimbursement, cash-handling, and approval procedures in the Board Policy Manual. No person may be the sole approver of a payment or reimbursement to themselves or to a member of their household.

Section 6. Financial review.

After each fiscal year, the Board will arrange an independent review of the Club’s financial records. The reviewer may be a qualified volunteer, but may not be an authorized signer or a member of the same household as an authorized signer for the period being reviewed.

Section 7. Restricted funds.

Funds donated or raised for a stated purpose must be used for that purpose unless the donor’s terms and applicable law permit another use.

ARTICLE X Conflicts of Interest

Section 1. Policy.

The Board will adopt and maintain a Conflict of Interest Policy and an annual disclosure process for directors and officers.

Section 2. Disclosure and recusal.

A director or officer must disclose any personal, household, or financial interest that could affect their judgment on a Club matter. The interested person must not vote on the matter and should leave the discussion when requested by the Board. The minutes will record the disclosure and abstention.

Section 3. Best interests of the Club.

Any transaction involving a potential conflict must be fair to the Club, support its mission, and be approved by disinterested directors using appropriate documentation.

ARTICLE XI Records, Communications, and Transitions

Section 1. Official records.

The Secretary maintains the current bylaws, Board policies, membership list, meeting notices, agendas, minutes, election results, and other governance records. The Treasurer maintains financial records and required tax or regulatory filings.

Section 2. Minutes.

Minutes should record the date, participants, motions, votes, recusals, and actions taken. Minutes must accurately reflect what occurred and may not document actions or elections that did not take place.

Section 3. Communications.

Official Club communications will be accurate, respectful, consistent with AHISD policy, and preserved when they document Club business. The Secretary oversees official member communications and may coordinate with volunteers who manage email, websites, newsletters, or social media.

Section 4. Access and privacy.

The Board will provide members reasonable access to approved minutes, bylaws, and financial summaries while protecting student information, personal contact information, confidential records, and information restricted by law or AHISD policy.

Section 5. Transition of records.

Outgoing directors and officers must promptly transfer Club records, account access, passwords, keys, files, and other Club property to their successors. The Board Policy Manual will establish a practical transition checklist.

ARTICLE XII Resignation and Removal

Section 1. Resignation.

A director or officer may resign by giving written notice to the President or Secretary. The resignation is effective on the date stated in the notice or, if no date is stated, when the notice is received.

Section 2. Grounds for removal.

A director or officer may be removed for serious misconduct, failure to perform essential responsibilities, misuse of Club resources, or conduct that materially harms the Club’s mission or relationship with AHISD.

Section 3. Fair process.

Before a removal vote, the person must receive notice of the concern and a reasonable opportunity to respond. Removal requires a two-thirds vote of the remaining voting directors. The affected person may not vote on their own removal.

Section 4. Removal from office.

The Board may remove a person from an officer role without removing that person from the Board. If the Board intends to remove the person as a director as well, the motion and notice must clearly state both actions.

ARTICLE XIII Indemnification

To the fullest extent permitted by Texas law, the Club will indemnify a director or officer for actions taken in good faith, within the scope of their Club responsibilities, and in a manner they reasonably believed to be in the Club’s best interests. This protection does not apply to fraud, intentional misconduct, knowing violations of law, or improper personal benefit.

ARTICLE XIV Parliamentary Authority

The current edition of Robert’s Rules of Order Newly Revised will guide meeting procedure when these bylaws and any adopted Club rules do not address the issue. These bylaws, applicable law, and AHISD requirements control if there is a conflict.

ARTICLE XV Amendments

Section 1. Proposals.

Any member may submit a proposed amendment to the Secretary. The Board may also propose amendments.

Section 2. Notice.

The proposed language and a brief explanation must be distributed to members at least ten calendar days before the membership meeting where the amendment will be considered.

Section 3. Approval.

An amendment requires a two-thirds vote of the members present and voting at a properly noticed membership meeting. An approved amendment takes effect immediately unless the motion states a later date.

ARTICLE XVI Dissolution and Adoption

Dissolution

The Club may dissolve by a two-thirds vote of the members present and voting at a membership meeting called for that purpose after at least ten calendar days’ notice. After all debts and obligations are paid, the Club’s remaining assets must be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to the federal government or a state or local government for a public purpose. Consistent with that requirement, preference will be given first to Alamo Heights ISD for the public purpose of supporting its theatre program. If that distribution is not permitted or practicable, the assets will be distributed to a qualified Section 501(c)(3) organization that supports youth theatre in the San Antonio area.

Adoption

These bylaws take effect when approved by the Club’s Board of Directors at a properly noticed organizational meeting. After adoption, amendments are governed by Article XV.

Adopted on: ____________________________________

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President, Christine Gaughan Secretary, Sarah Owens

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Treasurer, Joseph Gaughan