Bylaws
ARTICLE I. NAME
Section 1.1. The name of the organization shall be known as the CHHS Choral Boosters, hereafter referred to as the “Choral Boosters”. The Choral Boosters are located at Clover Hill High School, 13301 Kelly Green Drive, Midlothian, Virginia 23112.
ARTICLE II. PURPOSE
Section 2.1. Description
The Choral Boosters is a non-profit organization that exists for charitable and educational purposes, as defined below, within the meaning of Section 501 (c)(3) of the Internal Revenue Code or any corresponding section of any future federal tax code. (Effective December 5, 2014; Employer ID# 47-2363123). Dues and contributions supporting its activities are tax deductible.
The CHHS Choral Boosters is incorporated through the Commonwealth of Virginia State Corporation Commission (SCC). Incorporation provides some liability protection for the officers of the Choral Boosters. A required annual registration fee for non-stock corporations is due on June 23 of each year, and is determined by the SCC. Notification from the SCC will be sent to the Choral Boosters Corporation’s registered agent.
Section 2.2. Purpose
The purpose of the Choral Boosters is to enhance and support the choral educational experience at Clover Hill High School, to develop and enhance the Choral Arts program by encouraging parental involvement, and to improve the choral program at Clover Hill High School through volunteer and financial support, including making distributions to cover items and expenses that the Clover Hill High School Choral Department is not normally expected to provide.
Section 2.3. Community Cooperation
The Choral Boosters may cooperate with the other duly constituted organizations of the community for the support and betterment of the Clover Hill High School Choral Department and its students.
ARTICLE III. MEMBERSHIP
Section 3.1. Regular Members
Regular annual membership shall consist, without discrimination, of dues-paying individuals or entities who believe in and support the purposes of the Choral Boosters.
Section 3.1.1. Three to six tiers of membership with varying dues and benefits shall be made available (e.g. a four tier membership, Tier I: Benefactor- paying highest dues and receiving the largest benefit package, Tier II: Sponsor, Tier III: Friend, with progressively lower dues and smaller benefit package, and Tier IV: Member, with lowest dues payment and smallest benefit package), as recommended annually by the Membership Committee and approved by the Board. Membership classifications and benefits shall be posted on the Choral Booster website (http://www.cloverhillchoirs.com/choral-boosters-membership).
Section 3.1.2 Regular members who are in good standing (i.e. whose dues are paid) are the only members who vote on matters affecting the organization, elect members for, or serve in any of the elective or appointed positions of the Choral Boosters.
Section 3.2. Honorary Members
Honorary members shall be non-dues paying, non-voting members of the Choral Boosters. The Clover Hill High School Choral Director is an Honorary Member of the Choral Boosters.
Section 3.3. Terms of Membership
Membership is individual and non-transferable.
Section 3.4. Enrollment to Membership
Members are accepted annually on a rolling basis during the fiscal year July 1-June 30. Members become active in the fiscal year their dues are paid, regardless of the date, excepting during a membership drive, beginning May 1 through June 30, during which time a new or returning member may pay the following years’ dues at that fiscal year’s rate.
Section 3.5. Membership Fees and Benefits
Dues amounts and benefits shall be reviewed annually and finalized by the newly elected and appointed Board, prior to the close of the annual membership drive. Any change to fees or benefits associated with membership shall take effect beginning July 1 with the new fiscal year.
ARTICLE IV. GOVERNING BODY AND DUTIES
Section 4.1. Governing Body
The Board is the governing body of the Choral Boosters.
Section 4.2. Makeup of the Board
The Board of the Choral Boosters shall consist of:
The Elected Officers of the Choral Boosters: President, Vice President, Secretary, and Treasurer
Appointed Standing Committee Leads/Co-Leads.
The Choral Director of the CHHS Choral Program shall be an ex-officio, non-voting member of the Board.
Section 4.3. Duties
The Board shall conduct the business of the Choral Boosters subject to the provisions of the laws of the Commonwealth of Virginia and any limitations in the Articles of Incorporation of the Choral Boosters; and among its duties shall include development and approval of the Choral Boosters’ annual budget, establishment and oversight of committees to conduct the work of the Choral Boosters, establishment of fundraising programs, and coordination of any other support to the choral department consistent with the purpose of the Choral Boosters.
ARTICLE V. ELECTED OFFICERS
Section 5.1. Elected Officers
The elected officers of the Choral Boosters shall be President, Vice President, Secretary, and Treasurer. All officers serve without pay or remuneration for their service.
Section 5.2. Eligibility
Each officer of the Choral Boosters shall be a member in good standing.
Section 5.3. Terms of Office
Section 5.3.1. The term of office for the President, Vice President, and Secretary shall be one year, beginning immediately upon election, and ending upon officer election the following year.
Section 5.3.2. The Treasurer shall assume office upon completion of the auditing procedures of the prior fiscal year, and vacate office upon completion of auditing procedures of his or her term. These terms shall be true unless the officer resigns or is removed in accordance with removal procedures outlined in Article VII, Section 7.2.
Section 5.3.3. Amendments to these bylaws shall not change the terms of office under which an officer is elected.
Section 5.4. Term Restrictions
An officer shall not be eligible to serve more than three (3) consecutive terms in the same office.
Section 5.5. Vacancies
If an office becomes vacant during the year, the President, in consultation with the Board, shall appoint and assign an eligible member of the Choral Boosters the duties of a vacant elected office to complete the existing term. If the office of the President becomes vacant, the Vice President shall succeed to that office until the next general meeting, at which time a special election for the office of President shall be held. If the Vice President is unable to serve, the Secretary shall succeed, then the Treasurer, until a special election can be held.
ARTICLE VI. ELECTION OF OFFICERS
Section 6.1. Election
Officers are elected at the final general membership meeting of each academic school year.
Section 6.2. The Nominating Committee
Section 6.2.1. A nominating committee, chaired by the Secretary, shall be recruited and approved by the Board during the 3rd quarter of the academic school year, and shall consist of three (3) to five (5) additional members in good standing of the Choral Boosters. The purpose of the nominating committee is to develop and present a slate of candidates for elected office.
Section 6.2.2. The Nominating Committee shall endeavor to fill all officer roles with members representative of a complement of the groups under the purview of the Choral department.
Section 6.2.3. The Nominating Committee shall deliver the slate of nominees for elected office to the Board at its meeting in the month preceding the final annual meeting of general membership. The slate shall be published to the membership no later than fourteen (14) days prior to the designated general membership meeting. At the designated general membership meeting, the Nominating Committee shall present its slate of electors to the members present. Additional nominations may be taken from the floor.
Section 6.2.4. An individual must consent to his or her nomination, whether by the Nominating Committee or from the floor.
Section 6.3. Election voting
Election for each office is by majority vote of Regular Members present and voting at the designated general meeting, and the vote may be by verbal affirmation, show of hands, or by secret ballot. Unless there is objection, the President may request a vote by verbal affirmation for all candidates en bloc when there is only one nomination for each office.
ARTICLE VII. DUTIES AND REMOVAL OF OFFICERS
Section 7.1 Duties
Section 7.1.1. President
The President serves as Chair at all meetings of the Choral Boosters; appoints all Standing leads and chairpersons in consultation with the Choral Director, and assigns committee members as needed; serves as, or designates, the official representative of the Choral Boosters; retains all official records of the Choral Boosters; and serves as ex-officio member of all committees with the exception of the nominating committee. The President abstains from voting except in the case where his or her vote would change the outcome of the vote (e.g. to break a tie). The President shall have secondary signatory authority on the financial account(s) of the Choral Boosters.
Section 7.1.2. Vice President
The Vice President acts as executive assistant to the President; maintains order at Board and General Membership meetings; and serves as Chair at meetings in the absence of the President. When serving as Chair in the President’s absence, the Vice President is subject to the same duties and restrictions as the President.
Section 7.1.3. Secretary
The Secretary records minutes of all Board meetings and all General Membership Choral Boosters meetings, and distributes them to the appropriate parties; coordinates volunteers and donations for approved Choral Department functions; chairs and recruits special committees as needed; and fulfills all other duties as assigned by the President.
Section 7.1.4. Treasurer
The Treasurer serves as custodian of the Choral Boosters finances, collects revenue, pays authorized expenses, reports financial activity to the Board and membership at every meeting, proposes the budget for review and approval by the Board, prepares year-end financial reports, facilitates an annual audit, and holds all financial records. The Treasurer is the primary signatory authority on the CHHS Choral Boosters’ financial account(s). In the absence or incapacity of the Treasurer, the President may have sole authority for payment authorization.
Section 7.2. Removal
An officer can be removed from his/her office by a majority vote of the Board for any of the following:
failure to fulfill his/her duties
failure to attend meetings regularly, without cause
failure to positively represent the CHHS choral program or the Choral Boosters in person or in online conduct
ARTICLE VIII. COMMITTEES
Section 8.1. Standing Committees
The Standing Committees shall be the Fundraising Committee, Membership Committee, Show Preparation Committee, Events Committee, and Social Committee. Each is chaired by a Committee Lead or Co-Leads, appointed by the President, in consultation with the Choral program director.
Section 8.2. Committee Lead Eligibility
Each standing Committee Lead shall be a member in good standing.
Section 8.3. Term of service.
Standing Committee Leads/Co-Leads shall serve from the date and time of their appointment until the date and time of the appointment of their successor.
Section 8.4. Term Restrictions
A person shall not be eligible to serve more than three (3) consecutive terms in the same Standing Committee Lead role.
Section 8.5. Special Committees
Special Committees, including the Nominating Committee, may be formed, as determined by the President, and in consultation with the Board, to provide services or support of a temporary or unique nature (e.g.: to review and amend bylaws, to create and present a slate for officer nominations, etc.). Such special committees will cease to exist at the conclusion of their assigned task. Special committees are chaired by the Secretary and any member in good standing may be recruited to membership in such committees.
Section 8.6. Duties
Committee leads for Standing Committees and Special Committees shall
recruit/appoint committee members
schedule meetings and methods for direction, planning and execution of activities in the area for which the committee functions, when not otherwise prescribed by the President, the membership, or these bylaws
report to the Board at each Board and/or general membership meeting, regarding activities of the committee and any needs thereof.
ARTICLE IX. MEETINGS AND VOTING
Section 9.1. Location of Meetings
All meetings of the Board and general membership shall take place in the chorus room at Clover Hill High School, 13301 Kelly Green Drive, Midlothian, Virginia 23112. If the chorus room is unavailable for any reason, meetings may be moved to another room within the building, and notice posted of such a move on the door to the chorus room.
Section 9.2. Board Meetings
9.2.1. Meeting frequency and purpose
The Choral Boosters Board shall meet monthly to set the business of the Choral Boosters. Monthly meetings may be suspended when school is not regularly in session, at the discretion of the President and choral program director.
Section 9.2.2. Voting
Board Members shall be the only members eligible to vote at Board Meetings, subject to any voting restrictions as described in Article IV, Section 4.2 and Article VII, Sections 7.1.1. and 7.1.2. Voting may occur in person or electronically, at the discretion of the Chair. Unless otherwise specified by the Articles of Incorporation, these bylaws, or the laws of the Commonwealth of Virginia, a simple affirmative majority will carry a vote.
Section 9.2.3. Quorum
Fifty percent plus one of the Choral Boosters Board will constitute a quorum for the purpose of voting, with exception of approving the Annual Budget. For purposes of approving the Annual Budget, two-thirds of voting members will constitute a quorum.
Section 9.3. Meetings of the General Membership
Section 9.3.1. Meeting frequency and purpose.
General Membership Meetings of the Choral Boosters shall be held when deemed necessary by the Choral Boosters Board, and all Board members are expected to be in attendance. General meetings are to conduct ongoing and regular business. A committee meeting shall be held at the discretion of its Committee Lead(s). All meetings of the general membership are open sessions.
Section 9.3.2 Notice of meetings
Notice of general membership meetings shall be provided to Choral Boosters members. Such notice may be provided electronically via email and/or through social media channels, and shall be provided no fewer than fourteen (14) days before any general membership meeting, and no fewer than three (3) days before any committee meeting.
Section 9.3.3. Voting
Only members of the Choral Boosters shall be eligible to vote in the meetings of the organization. Voting may occur in person or electronically, at the discretion of the Chair.
Section 9.3.4. Quorum
Eight (8) voting members of the Choral Boosters will constitute a quorum for the purpose of voting at meetings of the general membership. Quorum will be presumed unless challenged. There is no quorum requirement for committee meetings. Unless otherwise specified, and except for amendments to the Bylaws, a simple affirmative majority is needed to carry a motion at all meetings. Electronic votes shall be reported in the minutes following the count of the vote.
Section 9.4. Conduct of Meetings
The Chair shall preside over meetings of the membership. Meetings should be conducted and questions decided in accordance with Roberts Rules of Order, as amended, insofar as such rules are not inconsistent, or in conflict with, the Articles of Incorporation, these Bylaws, or the provision of Virginia laws.
Article X. FINANCIAL POLICIES
Section 10.1. Fiscal Year
The fiscal year of the Choral Boosters shall run from July 1 through June 30.
Section 10.2. Banking
The Treasurer shall maintain an account on behalf of the CHHS Choral Boosters at a convenient but FDIC insured financial institution under the organization’s name and shall deposit all funds received and disburse the funds as authorized by the Board and in accordance with these bylaws. All checks for unbudgeted items or services over $500.00 shall require two signatures, by the Treasurer and the President. All reimbursements to members for supplies, tools, and other approved sundries over $100.00 shall require two signatures, by the Treasurer and the President, except as detailed in Article VII, Section 7.1.4, and shall be disbursed within four (4) weeks of receipt submission and verification.
Section 10.3. Budget
As provided in Article VII, Section 7.1.4, the Treasurer shall prepare the Choral Boosters’ proposed annual budget, and submit it to the Board for approval not later than the end of the first quarter of the fiscal year. The budget shall identify the cost of major activities proposed for the coming year, and project fundraising efforts or other funding sources planned to finance the activities. The budget may be reviewed and updated, as needed, by the same method as its initial approval.
Section 10.4. Reporting
All financial activity shall be recorded in a digital accounting system. The Treasurer shall reconcile the account(s) monthly and report all financial activity to the Board at its monthly meeting. The Choral Boosters shall arrange an audit of its financial records each year by an individual or independent special committee. The committee shall not include any member with signatory authority, nor any spouse or family member thereof. This individual or committee will report his/her/its findings to the Board, along with any recommendations for improvements in recordkeeping or financial procedures. The Annual Audit Report, when adopted by the Board, shall be submitted to the Chesterfield County Public Schools administrator(s).
Section 10.5. Contracts
Contract signing authority requires signatures of two individuals. One individual must be either the President or Treasurer of the Choral Boosters. The other individual must be an officer or member of the Choral Booster Board.
Section 10.6. Ending Balance
The organization shall leave a balance to serve as carryover for Choral Boosters’ start-up expenses for the next school year.
Section 10.6.1. The Board shall review the bank balance with the year’s budget of income and expenses. A carryover balance of $20,000 in the treasury is recommended.
Section 10.6.2. Prior to the end of the fiscal year, the director of the choral program shall outline the various needs and desires across the choral program, and funds determination of any balance overages will be recommended by the outgoing Board to the new Board, and including the director of the choral program.
ARTICLE XI. INTERNAL REVENUE CODE 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 11.1. Limitation on Activities
No substantial part of the activities of the CHHS Choral Boosters shall be the carrying on of propaganda, or otherwise attempt to influence legislation (except as provided in Section 501(h) of the Internal Revenue Code), and this organization shall not participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office. This includes publishing or distributing political statements. Notwithstanding any other provisions of these Bylaws, this organization shall not carry on any activities not permitted under Sections 501(c)(3) or 170(c)(2) of the Internal Revenue Code or any future United States internal revenue law.
SECTION 11.2. Prohibition Against Private Inurement
No part of the net earnings of the CHHS Choral Boosters shall inure to the benefit of, or distributed to, its members, officers, or other private persons, except to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this organization.
SECTION 11.3. Distribution of Assets/Dissolution
Upon termination or dissolution of the CHHS Choral Boosters, any assets and resources lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the CHHS Choral Boosters hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the CHHS Choral Boosters, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon finding that this section is applicable shall select the qualifying organization or organizations to receive the assets and resources to be distributed, giving preference if practicable to organizations located within Chesterfield County or the Commonwealth of Virginia.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the CHHS Choral Boosters, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the Commonwealth of Virginia to be added to the general fund.
ARTICLE XII. AMENDMENTS AND CONFORMING RULES
Section 12.1. Purpose
The Bylaws represent agreement by all members on basic authority for and regulation of the CHHS Choral Boosters and its functions.
Section 12.2. Amendment Vote Threshold
Bylaws may be amended and new Bylaws adopted by approval of a two-thirds vote of the members present and voting, provided that notice of the proposed amendment shall have been given at the previous general meeting.
Section 12.3. Amendment Process
Amendments to the Bylaws may be proposed by any Regular member in good standing, or by a Bylaws Committee as a result of periodic reviews.
SECTION 12.3.1. A motion to amend, properly seconded, may be offered in writing at any general meeting.
SECTION 12.3.2. The proposed amendment is read once at that open meeting, and is discussed under whatever limitations are deemed necessary by the Chair. A motion to further amend or modify an amendment may be made both at this first reading and/or at the time it is scheduled for final vote. Modification to an amendment requires approval by a majority of the members present and voting.
SECTION 12.3.3. The proposed amendment, as modified, may not be finally adopted until a second read at a subsequent scheduled general meeting. By unanimous consent, multiple amendments may be considered en bloc.
SECTION 12.3.4. Adopted amendments are effective immediately unless otherwise specified.
SECTION 12.4. At a minimum, the Board must commission a special committee to review these bylaws every even year and ensure opportunity for a revision of these Bylaws every five years.
SECTION 12.5. The Bylaws will be posted on the Choral Boosters’ webpage on the Clover Hill Choirs website (http://www.cloverhillchoirs.com). A copy of the Bylaws, or any proposed amendment to the Bylaws, will be provided to any member upon request.
SECTION 12.6. These revised Bylaws were accepted and adopted on November 21, 2024 at a meeting of the General Membership.
President, Alison Rhoades
1st Vice President, Christi Pharr
2nd Vice President, Casey Izzo
Secretary, Terri Schenkein
Treasurer, Scott Pharr