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Mason Touchdown Club
Bylaws
February 3, 2014
 
 
ARTICLE I - ORGANIZATION
 
Section 1 - Name
     
The name of the organization shall be Mason Touchdown Club (TDC).
 
Section 2 – Purpose
 
The Purpose of this organization shall be to advocate for, support, promote, and advance Athletic and related activities for the benefit of amateur student athletes in Mason City Schools (“MCS), Mason, Ohio.  Such activities shall enhance the development of the young men and women who participate on the field of play, those who participate from the stands and sidelines, and the Athletic Department of the Mason City School District so they would all benefit from the positive impact of sport, the investment required to participate at the highest levels, and the satisfaction of doing each individual’s and team’s very best in every sporting and academic endeavor.
 
To achieve this purpose, Mason Touchdown Club shall:
  1. Assist, support, and work cooperatively with the athletic director, coaches, and associated personnel of the Mason City School District.
  2. Assist, support, and work cooperatively with MABA. Supporting interscholastic Sports at Mason High School.
  3. Provide financial support for athletic programs, facilities and equipment consistent with the high standards of our community and the objectives of Mason City Schools.
  4. Promote enthusiastic school spirit and a unified athletic community.
  5. Develop and maintain active, interested involvement and support for the athletic programs among the parents, alumni and other residents of the community.
  6. Qualify for and vigorously protect Mason Touchdown Club’s status as a not-for-profit concern under the laws and regulations of the State of Ohio and the United States government, providing the benefits of this status to the Member Booster Clubs.
  7. Consistently strive to ensure that Mason City School’s athletics embodies, both in image and in fact, the best in personal growth, competition, integrity, and sportsmanship.
  8. Work with the athletic department to develop, implement, and manage sponsor and vendor relationships and programs.
  9. Fund Mason Touchdown Club activities and initiatives.
 
Under NO circumstances shall the Mason Touchdown Club:
 
  1. Seek to influence or direct technical activities or policies of the school administration or the school officials who are charged with the responsibility of conducting the athletic programs of the district.
  2. Engage in any activity that compromises player OHSAA or NCAA eligibility.
 
Section 3 – Legal Entity
 
Mason Touchdown Club shall become and remain a corporation under the not-for-profit provisions of the State of Ohio.  Mason Touchdown Club shall obtain and retain recognition as a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954.  No part of the revenue of Mason Touchdown Club shall inure to the benefit of, nor be distributed to its members, Officers, Member at Large or other private person; except that Mason Touchdown Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distribution in furtherance of the purposes set forth in Article I, Section 2 hereof.  No substantial part of the activities of Mason Touchdown Club shall be the purveying of propaganda or otherwise attempting to influence legislation.  Mason Touchdown Club shall not participate in any political campaign on behalf of any candidate for public office.  Mason Touchdown Club shall not carry on any other activity not permitted by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code) or by a not-for-profit organization as recognized by the State of Ohio.
 
Section 4 – Dissolution
 
In the event of the dissolution of Mason Touchdown Club, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of Mason Touchdown Club, dispose of all the assets of Mason Touchdown Club exclusively for the purposes set forth in Article I, Section 2 hereof, or to such organization or organizations as shall qualify as exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code) and have as its primary purpose to advocate for, support, promote, and advance Athletic and related activities for the benefit of amateur student athletes in Mason City Schools, or to Mason City Schools, as long as it qualifies under Section 501 (c) (3) at the time of the disbursement.
 
Section 5 – Fiscal Year
 
The annual accounting period and fiscal year shall begin on Jan 1st and end Dec 31th.
 
ARTICLE II – MEMBERSHIP
  
Section 1 - Eligibility
 
Membership shall be open to parents (biological and/or step parents), grandparents or guardians (“Parents”) of all Athletes and to interested residents of the Mason City School District.  For the purposes of these bylaws, an Athlete is defined as a student who is enrolled in Mason City Schools and is engaged in a Sport, and a Sport is defined as an inter-scholastic sports activity recognized by the Mason High School Athletic Department.
 
Section 2 - Acceptance for Membership
 
Mason Touchdown Club has two classifications of Members.
 
  1. Full Members - Parents of Athletes are automatically Members of Mason Touchdown Club as long as they comply with the spirit and the letter of Mason Touchdown Club Bylaws and Policies.
 
  1. Special Members - Interested parties who do not qualify for Full Membership but:
    1. Are residents of the Mason City School District
    2. Comply with the spirit and the letter of Mason Touchdown Club Bylaws and Policies.
 
The duration of membership is one year from the most recent date the member qualifies and is accepted for membership.
 
Section 3 - Members’ Rights & Responsibilities
 
Full Members’ Rights:
  1. Attend Mason Touchdown Club Regular and Special meetings
  2. Chair or serve on committees
  3. Serve on the Mason Touchdown Club Executive Board as a Mason Touchdown Club Officer
Full Members’ Responsibilities:
  1. Comply with the spirit and the letter of their TDC Bylaws and Policies.
  2. Comply with the spirit and the letter of MABA.
 
Section 4 - Termination of Membership
 
Membership may be terminated through voluntary resignation or for just cause.  If any Member engages in activities detrimental to Mason Touchdown Club or fails to comply with the spirit and the letter of Mason Touchdown Club Bylaws and Policies, s/he may be terminated as a Member by vote of the Board.  If requested by the Member in writing, the Board will conduct a hearing prior to the vote.
 
ARTICLE III – GOVERNANCE
 
Section 1 – Overall Structure
 
Mason Touchdown Club shall be composed of Parents of athletes of Mason Football Team and Mason community members. The Booster Council shall elect Officers and (1) Member at Large who shall comprise the Executive Board (“Board”), which shall manage Mason Touchdown Club’s day-to-day operations.
  
Section 2 – Executive Board
 
Role - The Executive Board (“Board”) shall be responsible for setting Mason Touchdown Club’s direction, agenda, budgets, dues, and fees, managing day-to-day operations, scheduling, calling, and canceling meetings, deciding when to bring issues to the Booster Council, managing Mason Touchdown Club funds and other assets, drafting policies, procedures, and job requirements as needed to further the purposes set forth in Article I, Section 2 hereof, drafting amendments to these Bylaws, monitoring and enforcing compliance with Mason Touchdown Club policies and procedures including accepted financial practices and controls, proactively protecting Mason Touchdown Club’s status as a not-for-profit tax exempt organization under the laws and regulations of the State of Ohio and United States Government, serving as the primary liaison with the Mason High School Athletic Department, filling vacancies of the Booster Council and Board resulting from failure to complete their term, and performing any other function not specifically designated to the Booster Council in these Bylaws. 
 
Additional responsibilities of the Board include:
 
  1. The Board shall create or dissolve committees as needed in their judgment to forward the purposes set forth in Article I, Section 2.  The Board shall prescribe each committee’s function and authority.
  2. The Board shall make appointments to Committee Chairs.  The Board shall remove any member of any committee whenever, in the judgment of the Board, it would be in the best interest of Mason Touchdown Club. 
  3. The Board shall investigate charges of Mason Touchdown Club member conduct that is not consistent with the Bylaws, Policies, or Procedures.  The Board shall make decisions concerning the results of the investigation and act appropriately on their findings.
  4. The Board may recommend individual deviations from Policies and Procedures if the Board deems it necessary for specific cases and bring these recommendations to the Booster Council for approval.
  5. The Board may recommend such other activities that are consistent with the objectives of Mason Touchdown Club as stated in Article I, Section 2 hereof, consistent with the direction provided by the Mason High School Athletic Director, and permitted by pertinent regulations of the State of Ohio and the United States Internal Revenue Code for organizations of this type and bring these initiatives to the Booster Council for approval.
 
Composition - The Board shall be comprised of 4 Officers: President, Vice-President, Secretary, and Treasurer.  Each Officer shall have one vote on the Board.  The Board shall also have an elected Member at Large.  This Board Member will have the same voting rights as the 4 Officers.
Officer and Member at Large Qualifications – To be eligible to be an Officer or Member at Large, an individual shall be a Member in good standing.  Each Candidate for Vice-President shall agree to be President-elect for the subsequent year. The Booster Council can vote to grant an exception or exceptions to these qualifications for a specific candidate.
 
Officer and Member at Large Nomination – The Board shall be responsible for soliciting nominees and for approving and recommending all nominees during open meetings to be placed on the ballot. Any Member may make unsolicited nominations at a Regular Mason Touchdown Club meeting at which the Nominations are open.
 
Officer and Member at Large Election – Officers and Member at Large shall be elected annually for a term of one year to run January 1st through December 30th.  Elections shall be held at the Regular meeting held nearest to but no later than December 31st.  Each nominee shall be voted on individually, not as a member of a slate.  Voting shall be by secret ballot.
 
Officer and Member at Large Vacancies – In the event a vacancy occurs as a result of death, resignation, disability or termination, the Board shall elect, by simple majority, a new Officer or Member at Large from the Members to fill the vacancy and to serve until the term expires and to be approved and voted on by the members.
 
Compensation – Officers and Member at Large shall receive no compensation for their services
 
 
ARTICLE IV – CHAIRPERSON RESPONSIBLITIES
 
Section 1 – Chairperson Representatives Duties and responsibilities as TDC        
 
  1. Serve as a liaison between Mason Touchdown Club and their respective committees:
    1. Appraise the TDC of Mason Touchdown Club plans and activities impacting their committee.
    2. Apprise Mason Touchdown Club of issues and concerns.
    3. Present their TDC’s plans for fundraising activities to the TDC for approval.
    4. Provide a complete and accurate accounting of the committees financial transactions and financial status to the TDC on a monthly basis
    5. Communicate and document activities “best-practices” between their committees and the rest of Mason Touchdown Club. 
  2. Attend all Mason Touchdown Club Regular and Special meetings or designate a substitute
    1. Be knowledgeable and prepared to discuss and/or vote on issues each meeting.
    2. Actively contribute to the discussion of Mason Touchdown Club affairs
 
3.  By vote, the Board may remove a Sport Representative for just cause, including:
  1. Failure to fulfill their responsibilities as a Sport Representative.  
  2. Failure to retain their qualifications as Sport Representative.  
  3. Three (3) consecutive absences from Regular meetings.
 
ARTICLE V – OFFICERS’ AND MEMBER AT LARGER DUTIES & RESPONSIBILITIES
 
Section 1 – General Duties & Responsibilities of Officers, Member at Large as members of the Board include:
 
  1. Attend Board meetings.  Be knowledgeable and prepared to discuss and/or vote on all issues on the agenda of each meeting.  If unable to attend, notify the President and Vice-President before the meeting.
  2. Attend Regular and Special Mason Touchdown Club meetings.  Be knowledgeable and prepared to discuss issues on the agenda of each meeting.  If unable to attend, notify the President and Vice-President before the meeting
  3. Apprise the Board of deviations from Mason Touchdown Club policies and procedures
  4. Actively contribute to the discussion of Mason Touchdown Club affairs
  5. Comply with the spirit and the letter of Mason Touchdown Club Bylaws and Policies.
 
Section 2 – Removal from office
 
By vote, the Board may remove an Officer or Member at Large for just cause, including:
  1. Failure to fulfill their responsibilities as an Officer or a Board member.  
  2. Failure to retain their qualifications as an Officer or Member at Large.  
 
Section 3 – Officer and Member at Large Specific Duties and Responsibilities
 
In addition to their general duties and responsibilities as members of the Board, the duties of the Officers and Member at Large shall be as follows:
 
President:  Shall lead the Board, which has primary responsibility for the management and direction of Mason Touchdown Club.  The President shall preside over all meetings of Board and the Booster Council.  The president is empowered and required to correct any action by any member of any committee that is not consistent with the Bylaws, Policies, or Procedures.  The president is responsible for insuring that all elected and /or appointed position holders carry out their functions as outlined by the Bylaws, Policies, and Procedures.  The President may sign, with the Secretary or any other Officer of Mason Touchdown Club, any contracts, leases or other instruments, which the Booster Council has authorized to be executed.  The president shall perform all duties incident to the office and such other duties, as may be prescribed by the Board.
 
Vice-President:  Shall perform the duties of the President in the absence or incapacity of the President and when so acting, shall have all the powers of the President and be subject to the same restrictions.  The Vice-President shall assist the President in his/her duties as requested by the President.  The Vice-President shall perform other duties as assigned by the Board.  The Vice-President shall supervise all committees and act as ex-officio member of them. 
 
Secretary:  Shall establish, maintain, and archive Mason Touchdown Club’s records; to include Mason Touchdown Club membership, correspondence, and minutes. The secretary shall take and publish, in good form, the minutes of Executive Board and Mason Touchdown Club meetings and shall conduct the correspondence of the organization.  The Secretary shall publish meeting schedules, notifications, and minutes as specified in these Bylaws and in Mason Touchdown Club Policies and Procedures.
 
Treasurer:  Shall oversee Mason Touchdown Club’s finances and financial records.  The Treasurer shall be responsible for receiving all payments to Mason Touchdown Club and for paying all properly presented, authorized Mason Touchdown Club expenses.  The Treasurer shall maintain a record of such receipts and payments and shall render a detailed accounting to Mason Touchdown Club at each Regular meeting.  The Treasurer shall publish an annual report for the Booster Council and have Mason Touchdown Club’s financial records audited at the end of fiscal year.  The Board shall designate the party to perform the audit.  The treasurer shall establish proper accounting procedures for the handling of Mason Touchdown Club Funds, and shall be responsible for keeping funds in banks, trust companies, and/or investments that are approved by the Board.  The treasurer is responsible for timely submission of financial information to external entities as required to retain Mason Touchdown Club’s status as a tax-exempt organization.
 
Duties of the Member at Large shall include:  Shall oversee the Team Representative and direct them to ensure that proper communications are taking places and the needs of each team is being met by the Board and the Team Reps.  The Member at Large shall also work with the Officers in all areas which may require extra needs. 
 
ARTICLE VI – MEETINGS
     
Section 1 – Meeting Types


The Booster Club shall conduct its business at Regular and Special meetings of Mason Touchdown Club.  The Executive Board shall conduct its business at Board meetings.  Meetings shall be held at such time, place, and time as fixed by the Board. 
 
Section 2 – Regular Meetings
 
Regular Meetings of Mason Touchdown Club shall be held as needed, but not less than 12 times per year.  All Members may attend Regular Meetings.
 
Notice – Meeting schedules and notices shall be distributed electronically and state the date, time, location, agenda, and type of meeting.    For the purposes of the Bylaws, the notice period begins on the date the notice is posted or sent.
 
Routine Actions – On all matters except  the election of Officers and Member at Large, approval / amending Policies and Procedures, approval / amending Bylaws, assuming obligations (contractual or financial), and making disbursements, the act of a majority present at a Regular or Special meeting.  Votes shall be cast by a show of hands, unless a member requests a secret ballot on a specific issue and that request is granted by the President, at her/his discretion.
 
Records - Full disclosure of the minutes of each Regular and Special meeting shall be made available to the entire Mason Touchdown Club membership in a mode specified by the Booster Council.  The mode shall provide a cost effective, efficient, timely method for Members to access the minutes.  Unless these Bylaws specify otherwise for specific actions, the minutes shall include a summary accounting of votes on each matter.
 
Section 3 - Board Meetings
 
The President may call Board meetings as needed.
 
Notice – Board meeting schedules and notices shall be distributed electronically and state the date, time, location, and type of meeting.  The initial schedule for the year’s meetings shall be distributed to the Board at or before the Jan Regular Meeting.  Changes to the schedule shall be distributed to the Board providing at least seven (7) days notice prior to any meeting that has been changed. 
 
Records - The minutes shall include a summary accounting of each vote cast.  
 
ARTICLE VII – COMMITTEES
 
Section 1 – Authorization
 
The Board shall create and disband such committees, as it deems necessary to forward the purposes set forth in Article I, Section 2, except that Standing Committees shall persist.  The Board shall prescribe the committee authority, responsibilities, and functions in the form of a written policy and designate a chairman.  No committee shall act on behalf of the Board unless specifically authorized to do so.
 
Appointed Positions (Committee Chairs and Committee Members) – The Board shall appoint a Member who shall not be an Officer to oversee each committee as the Committee Chair (“Chair”).  The Chair, can select other Members to serve on the committee as needed to meet the Committee’s objectives.  Any member of any committee may be removed by the Board when, in the judgment of the Board, it would be in the best interest of Mason Touchdown Club.
 
Governance – Each committee may adopt rules that are consistent with the Mason Touchdown Club Bylaws, Policies, Procedures, and the Committee’s mandate given by the Board.  These rules shall be submitted to the Board for approval.
 
Records – Each committee shall maintain records of its activities and provide a written summary to the Secretary.  This information shall be in sufficient detail to record major decisions, to guide further activity in subsequent years, and to record all financial transactions.  In the event that the Board delegates to a Committee any authority specifically designated to the Board in these Bylaws, the Board shall require the Committee to record their proceedings.
 
Duties – Under the Vice-President’s supervision, the Chair shall organize, plan, and direct committee activities in conformance with the authority and responsibilities delegated to the committee by the Board.  Committee Chairs are expected to attend Regular and Special meetings.
 
Compensation – Committee Chairs and Committee Members shall receive no compensation for their services.
 
 
ARTICLE VIII – ASSET AND OBLIGATION MANAGEMENT
 
Section 1 – Definitions
 
For the purposes of these Bylaws, there are two categories of Mason Touchdown Club financial assets:  Mason Touchdown Club Funds and school fund.  The two are controlled and managed differently.  The school funds are funds raised by the players and the TDC funds are raised by the members.  
The TDC decides how the funds will be raised, how they will be spent, and manages its account(s) to support its program. 
 
Section 2 – Mason Touchdown Club Funds
 
The Board shall recommend a checking account and may authorize savings accounts, savings certificates, and/or interest bearing instruments in the name of the Mason Touchdown Club.  The membership shall approve each.  At least two Officer’s signatures shall be required to open accounts or to put Mason Touchdown Club funds in an account or instrument not insured by FDIC, FSLIC, NCUA, or the US government.
 
Contractual Agreements – Mason Touchdown Club shall not borrow or invest funds or enter into a contractual agreement without the recommendation of the Board and approval of the membership.  At least two Officers’ signatures shall be required to execute contracts that will obligate Mason Touchdown Club.
 
Withdrawals & Transfers – All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of Mason Touchdown Club, shall be signed by one of two Officers of Mason Touchdown Club: Treasurer, or in his/her absence, the President.  The President and Treasurer shall arrange with the bank for new signature authorizations within two weeks of taking office.  A detailed, categorical budget will be drafted and approved by the Executive Board and will be presented to the member’s and discussed in a Regular or Special meeting.  The categorical budget will then be presented at a second regular or special meeting to be voted on by the members for its approval.  All liabilities that fall within the categorical budget constraints will not need approval by the members.   At which time these liabilities will exceed approved categorical budgeted amounts, the Executive Board must seek the member’s approval to expand the budget to accommodate the expenditures.  All expenditures shall be reported to the members in detail at Regular Meetings.  The treasurer’s report will show where all liabilities stand compared to categorical budgeted dollars.
 
In the event of an unexpected expense that would require the immediate consideration of the Club’s membership, the Club may, upon execution of the By Laws given prior approval to the Executive Board to undertake the vote for the immediate expenditure of funds, not to exceed $2,000. Prior to any such vote, there must be a finding of the majority of the Board that the purchase of this unexpected expense is necessary before normal procedure can occur and before referral to the membership can take place and delay of a decision for this expenditure would cause irreparable delays and undue hardships to the Mason Football program.  This expenditure must be reported in detail to the members at the next Regular Meeting.

Deposits – All funds of Mason Touchdown Club shall be deposited in a timely manner to the credit of Mason Touchdown Club in such banks, trust companies, or other depositories the Board may select.
 
ARTICLE IX – RECORDS
 
Section 1 – Financial Records
 
Mason Touchdown Club shall keep detailed, accurate, and timely financial records for Mason Touchdown Club Funds and MBC Funds.  The contents form, and processes shall accurately reflect the revenue, expenses, assets, and liabilities and be defined by written policy.  These records and reports shall be prepared and maintained by the Treasurer for Mason Touchdown Club Funds and the MBC treasurers for MBC Funds.
 
Section 2 – Audit
 
Any Member in good standing may inspect all books and records of Mason Touchdown Club for any proper purpose at any reasonable time.  However, upon approval of the Board, certain data that does not affect the substance of the information may be summarized or redacted to protect the privacy of students or other Members.  At the end of each fiscal year, an audit will be conducted and a report submitted to the sitting and incoming Presidents.
 
 
ARTICLE X – INFORMATION AND PRIVACY

All information created or collected by Mason Touchdown Club becomes property of Mason Touchdown Club.  It is for the sole use of Mason Touchdown Club in efforts to promote athletic programs at Mason High School.  No Member may distribute any Mason Touchdown Club documents to anyone other than a Mason Touchdown Club Member for a bona fide Mason Touchdown Club purpose without the expressed written consent of the Board.  Said documents include but are not limited to: statistics, rosters, and/or other documents procured or produced by Mason Touchdown Club that contain Students’ or Members’ personal information.  Anyone violating this provision is subject to disciplinary action by the Board, up to and including suspension from Mason Touchdown Club as well as any remedies that may be available in a court of law.
 
 
ARTICLE XI – PARLIAMENTARY PROCEDURE
     
“Robert’s Rules of Order, Revised” shall govern the proceedings of this organization and all meetings thereof when not in conflict with these Bylaws.
 
 
ARTICLE XII – AMENDMENTS TO POLICIES & PROCEDURES
 
Section 1 – Procedure
 
Policies & Procedures shall be amended, or repealed, or new Policies & Procedures shall be adopted by majority of the members in attendance of any Mason Touchdown Club meeting. Unless the Booster Council votes to amend this process for a specific Policy of Procedure, the process to change a Policy or Procedure shall follow 4 steps:
  1. Board shall draft the proposed change
  2. The proposed change is read and discussed in a Regular or Special meeting
  3. The proposed change is read and discussed in a second Regular or Special meeting
  4. The Booster Council votes on the proposed change.
 
Section 2 –Records
 
When Policies and/of Procedures are created or amended, the Policy or Procedure as amended, shall be made available to each Officer, member.   
 
 
ARTICLE XIII – AMENDMENTS TO BYLAWS
 
Section 1 – Procedure
 
These Bylaws shall be amended or repealed, or new Bylaws shall be adopted by four fifths (2/3) majority of the members in attendance of any Mason Touchdown Club meeting. The process to change a Bylaw shall follow 4 steps:
  1. Board shall draft the proposed change
  2. The proposed change is read, discussed, and voted on in a Regular or Special meeting
  3. The proposed change is read, discussed, and voted on in a second Regular or Special meeting
  4. If the Booster Council approves the change at both readings, the proposed change is approved.
 
Section 2 – Records
 
When Bylaws are amended, the amendments, or the complete Bylaws as amended, shall be made available to each Officer, member and Athletic department.