Richland High School
Bomber Boosters

P.O. Box 1651
Richland, WA 99352-0058

By-Laws of Richland Bomber Boosters, Inc.

ARTICLE I

DEFINITIONS

SECTION 1.1. As used in these amended By-Laws the following words and phrases shall have the meanings hereinafter set forth unless the context shall clearly indicate that another meaning is intended:

(a) The term "Board" shall mean the Board of Directors of Richland Bomber Boosters, Inc.

(b) The term "Board Meeting" shall mean a Regular Meeting or Special Meeting of the Board of Directors of Richland Bomber Boosters, Inc.

(c) The term "Corporate Year" shall mean the period of time from July 1 through the following June 30 for the Corporation.

(d) The term "Corporation" shall mean the organization entitled Richland Bomber Boosters, Inc. and shall include such organization's Membership.

(e) The term "Director" shall mean a Member of the Corporation who has been elected and is serving a term on the Board of Directors of the Corporation.

(f) The term "Executive Committee" shall mean the elected Officers of the Board of Directors of the Corporation and consist of the President, Vice-President, Secretary, and Treasurer of the Board of Directors.

(g) The term "Excused Absence" shall mean notification of an officer that a Director will not be able to attend the upcoming meeting.

(h) The term "Member" shall mean any person, association, firm, or corporation, which has paid its annual dues for membership in the Corporation.

(i) The term "Membership Meeting" shall mean a Regular Meeting or Special Meeting of the general membership of the Corporation.

(j) The term "School Year" shall mean the period of time when Richland High School is normally in session.

ARTICLE II

MISSION

To improve, advance, encourage, and promote the interests of interscholastic high school athletics, activities, and academics at Richland High School in the State of Washington

ARTICLE III

MEMBERSHIP

SECTION 3.1. Any person, association, firm or corporation may subscribe to membership in the Richland Bomber Boosters, Inc.

SECTION 3.2. Each person, association, firm or corporation shall pay the annual dues of such membership for each Corporate Year. The schedule of dues payable by persons, and by associations, firms, or corporations shall be determined by the Board of Directors and submitted for membership approval at a General Membership Meeting.

SECTION 3.3. Memberships are for one Corporate Year and must be renewed each year. Such Corporate Year covers the period July 1 through the following June 30. Persons, associations, firms, or corporations are not classified as Members until membership dues have been paid.

SECTION 3.4. Any Member of the Corporation may be removed by a majority vote of the Board of Directors at a Regular Board Meeting or Special Board Meeting. Notice of such proposed removal must be given to such Member one week prior to the meeting at which the question is to be voted upon.

SECTION 3.5. Each Member shall be entitled to cast only one vote at any General Membership Meeting or Special Membership Meeting of the Corporation.

ARTICLE IV

MEETINGS

SECTION 4.1. At least one General Membership Meeting will be held during the Corporate Year. Special General Membership Meetings may be called from time to time at the discretion of the Board of Directors.

SECTION 4.2. At all General Membership Meetings, ten (10) of the Members shall constitute a quorum for formal voting purposes.

SECTION 4.3. The Board of Directors shall be required to call a Special General Membership Meeting if presented with a petition signed by not less than fifteen (15) percent of the Members which has been validated by the Secretary of the Board of Directors. Such petition must detail the topic(s) desired to be discussed and the recommended action(s) to be presented by the petitioning Members. Such petition must be presented a minimum of two (2) weeks prior to the recommended date of such Special General Membership Meeting to provide the Board of Directors adequate time to provide formal notice and meet the appropriate requirements of such petition of the By-Laws of the Corporation.

SECTION 4.4. At all Special General Membership Meetings ten (10) of the Members shall constitute a quorum for formal voting purposes.

SECTION 4.5. Notice of Regular Board Meetings must be received by the Board Members a minimum of two (2) days prior to the date of such meeting. Such notice will include, but not be limited to, the following:

1) Date, Time, and Location of meeting;
2) Agenda for the meeting; and if available,
3) Draft Minutes of prior meeting(s).

SECTION 4.6. Notice of Special Board Meetings shall be provided by the President to all Directors. The President shall take all actions reasonably necessary to assure such notification to all Directors.

SECTION 4.7. Notice of Regular General Membership Meetings must be advertised a minimum of two (2) days prior to the date of such meeting by distribution to all Members in a manner deemed reasonable and appropriate by the Board of Directors. Such notice will include, but not be limited to the following:

1) Date, Time, and Location of the meeting; and
2) Agenda for the meeting.

SECTION 4.8. Notice of Special General Membership Meetings must be distributed a minimum of five (5) days prior to the date of such meeting to all Members of the Corporation. Such distribution will be completed in a manner deemed reasonable and appropriate by the Board of Directors. Such notice will include, but not be limited to the following:

1) Date, Time, and Location of the meeting; and
2) Agenda for the meeting.

ARTICLE V

BOARD OF DIRECTORS

SECTION 5.1. The business of the Corporation and the control of its property shall be vested in the Board of Directors consisting of twelve (12) Members.

SECTION 5.2. The Board of Directors shall be elected by a majority vote of the Members present at the General Membership Meeting conducted annually in the spring, prior to the end of the school year.

SECTION 5.3. A Nominating Committee, comprised of not less than three (3) Members, shall be appointed by the President not less than thirty (30) days prior to the General Membership Meeting where the election of the Directors will occur. The Nominating Committee shall file a report of its activities and recommend a list of nominated Members to the Board of Directors for filing with the Secretary at a Board Meeting prior to the above mentioned General Membership Meeting. Other nominations than the ones recommended by the Nominating Committee may be made by any Member from the floor during such General Membership Meeting.

SECTION 5.4. Members nominated for a Director position must be present at the General Membership Meeting where the election will occur. All nominees shall be required to address the Membership at such meeting and describe their qualifications and interest in being elected to the Board of Directors.

SECTION 5.5. The term of office for the Directors of the Corporation shall be for two (2) years. Directors' terms in office shall be staggered such that only six (6) of the twelve (12) Director positions will expire in any given Corporate Year. The Directors shall have the power to fill all vacant Director positions. Such Member appointees shall be elected by a majority vote of the Board of Directors at a Regular or Special Board Meeting and shall serve for the remainder of the Corporate Year. Election or re-election of such Board positions will be conducted at the next General or Special General Membership Meeting.

SECTION 5.6. The Board of Directors shall conduct regular meetings once a month. Special Board Meetings may be called by order of the President, as necessary, for the management of the affairs of the Corporation.

SECTION 5.7. The Board of Directors will adopt policies for conducting the business of the Corporation. Each Director shall possess one vote in matters coming before the Board of Directors. Votes may be cast by proxy. Any action requiring a vote of the Board of Directors will be passed by a majority vote of the Directors present at the Board Meeting where such vote is conducted. A majority of the Board of Directors shall constitute a quorum at any Board Meeting. Vacant Board positions shall not count towards determining a quorum.

SECTION 5.8. Unexcused absence at four (4) consecutive Board Meetings by any Director may require formal review by the Executive Committee of the Board of Directors, for dismissal as a Board Director prior to the next Regular Board Meeting. The Executive Committee will report the findings from such review to the Board of Directors at the next Regular Board Meeting.

SECTION 5.9. At the Regular Board Meeting subsequent to the election of Directors at a General Membership Meeting, the Directors shall elect from their number the following Officers: a President, a Vice-President, a Secretary, and a Treasurer. Such Officers shall comprise the Executive Committee of the Board of Directors.

ARTICLE VI

DUTIES OF OFFICERS

SECTION 6.1. President - The President of the Board of Directors shall supervise all activities of the Corporation; execute all instruments in behalf of the Board of Directors; act as official liaison with school and community officials in behalf of the Corporation; provide an agenda and preside at all Board Meetings and Membership Meetings of the Corporation; call such meetings of the Board of Directors and General Membership as deemed necessary; coordinate an annual audit of the financial records of the Corporation; and perform such other duties usually inherent in such office.

SECTION 6.2. Vice-President - The Vice-President of the Board of Directors shall act for the President in his/her absence; shall perform such other duties as delegated by the President; and support the other Officers of the Board of Directors as necessary.

SECTION 6.3. Secretary - The Secretary of the Board of Directors shall keep all minutes of Board Meetings and Membership Meetings of the Corporation; shall maintain all non-financial records of the Corporation; and perform such other duties as directed by the President.

SECTION 6.4. Treasurer - The Treasurer of the Board of Directors shall maintain all financial records of the Corporation and financial related correspondence; shall receive and be accountable for all funds belonging to the Corporation; shall promptly pay all obligations incurred by the Corporation when payment is authorized by the Board of Directors; shall maintain bank accounts in depositories designated by the Board of Directors; render financial reports at Board Meetings and Membership Meetings; and perform such other duties as directed by the President.

SECTION 6.5. All checks issued by the Corporation shall require the signature of either the Treasurer or the President of the Board of Directors.

SECTION 6.6. If neither the President nor the Vice-President is present at a Board Meeting or Membership Meeting, the Secretary of the Board of Directors shall preside. In the event of the Secretary's absence at such meeting, those Members present at such meeting may elect a presiding officer.

SECTION 6.7. Committees - The President shall be empowered to appoint such standing committees and special committees as may be deemed necessary for the conduct of the affairs of the Corporation, subject to the approval of the Board of Directors. The Board of Directors shall define and authorize the duties and responsibilities of all committees of the Corporation.

SECTION 6.8. These By-Laws may be amended or revised by a two-thirds vote by those Members present at any Regular or Special General Membership Meeting of the Corporation.

ADOPTED at Richland, Washington, by majority vote of all Members present at a General Membership Meeting conducted on May 15, 2000.

WE HEREBY VERIFY AND ATTEST that the foregoing are the By-Laws of Richland Bomber Boosters, Inc., adopted by such Corporation on May 15, 2000.