# Booster Club Bylaws Article by Article, With Sample Language

> A walk through every standard article of booster club bylaws, from name and purpose to finance and dissolution, with sample language a club can adapt.

- URL: https://boosterclub.org/bylaws/article-by-article/
- Section: Bylaws
- Updated: 2026-10-08

Most booster club bylaws follow the same eleven-article structure: name, purpose, limitations, membership, board and officers, meetings, committees, finance, parliamentary authority, amendments, and dissolution. This page explains what each article must settle and gives sample language a club can adapt. A bylaws committee or the secretary drafts; the members or the board adopt.

The samples use [brackets] for choices and blanks. Before adoption, the committee checks every article against the club's articles of incorporation (or articles of association) and its state's nonprofit statute, because state law overrides conflicting bylaws. See [What Booster Club Bylaws Must Include](https://boosterclub.org/bylaws/required-provisions/) and [Booster Club Filing Requirements by State](https://boosterclub.org/states/).

## Article I. Name

The name matches the articles of incorporation and the IRS determination letter exactly, including punctuation. A shorter public name is noted here, and the club checks whether its state requires registering it.

```text
ARTICLE I. NAME
The name of this organization is [Full Legal Name] (the "Club"). The Club is
[a nonprofit corporation organized under the laws of the State of [State]]
[an unincorporated nonprofit association]. Its principal office is [address],
or another location in [County] designated by the Board.
```

## Article II. Purpose

The purpose article repeats the IRS purpose language from the articles, then states the booster-specific purpose. The specific purpose may be narrower than section 501(c)(3), never broader. Section 3 below sets the boundary with the school, which prevents later disputes over who runs the program.

```text
ARTICLE II. PURPOSE
Section 1. The Club is organized exclusively for charitable and educational
purposes within the meaning of section 501(c)(3) of the Internal Revenue Code,
or the corresponding section of any future federal tax code.
Section 2. Within those purposes, the Club supports the [program] at [School]
by raising funds, recruiting volunteers, and providing equipment, travel, and
other resources that benefit participating students as a group.
Section 3. The Club works in cooperation with [School] and [District] and
follows applicable district policies. The Club does not direct the program's
instruction, staffing, or student selection.
```

## Article III. Limitations

This article adapts the IRS suggested inurement, lobbying, and political campaign language. Section 4 adds a rule against individual student accounts, because per-student credits put a booster club's exemption at risk. See [Private Benefit, Inurement, and Individual Fundraising Accounts](https://boosterclub.org/taxes/private-benefit/).

```text
ARTICLE III. LIMITATIONS
Section 1. No part of the net earnings of the Club shall inure to the benefit
of, or be distributable to, its members, directors, officers, or other private
persons, except that the Club may pay reasonable compensation for services
rendered and make payments and distributions in furtherance of the purposes
set forth in Article II.
Section 2. No substantial part of the activities of the Club shall be the
carrying on of propaganda, or otherwise attempting to influence legislation,
and the Club shall not participate in, or intervene in (including the
publishing or distribution of statements), any political campaign on behalf
of or in opposition to any candidate for public office.
Section 3. Notwithstanding any other provision of these bylaws, the Club shall
not carry on any activities not permitted to be carried on (a) by an
organization exempt from federal income tax under section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future federal tax
code, or (b) by an organization, contributions to which are deductible under
section 170(c)(2) of the Internal Revenue Code, or the corresponding section
of any future federal tax code.
Section 4. Funds raised by the Club belong to the Club and are spent for the
program as a whole. The Club does not maintain individual student accounts or
credit fundraising proceeds to individual students or families.
```

## Article IV. Membership

The club decides whether parents vote (membership-governed) or the board governs alone, then defines who qualifies and whether dues affect voting. See [Membership Rules in Booster Club Bylaws](https://boosterclub.org/bylaws/membership-provisions/).

```text
ARTICLE IV. MEMBERSHIP
Section 1. Eligibility. Any parent or guardian of a student in [program], any
[School] staff member, and any other adult who supports the Club's purpose
becomes a member by registering with the Secretary for the membership year.
Section 2. Dues. Dues, if any, are set in the standing rules and are
voluntary. Payment of dues is not a condition of membership or voting.
Section 3. Voting. Each member has one vote. Members registered at least
[seven] days before a meeting may vote at it. Proxy voting is not permitted.
Section 4. Year. The membership year is the same as the fiscal year.
Section 5. Students. No student's participation in [program] depends on a
family's membership, dues, donations, or volunteer service.
```

A board-governed club replaces Sections 1 to 3 with:

```text
The Club has no members with voting rights. The Board of Directors holds all
voting rights. Parents and others who register with the Club are "supporters"
who may attend general meetings, serve on committees, and receive reports,
but do not vote on the election of directors, amendments, or dissolution.
```

## Article V. Board of Directors and Officers

In most booster clubs the elected officers are the board. The article sets the board's size (at or above the state minimum), offices, terms, vacancies, and removal. Under Robert's Rules of Order, an ex officio board member (one who serves because of another position, such as head coach) has full voting rights unless the bylaws say otherwise, so a coach seat should say "non-voting." See [Officer Provisions in Booster Club Bylaws](https://boosterclub.org/bylaws/officer-provisions/).

```text
ARTICLE V. BOARD OF DIRECTORS AND OFFICERS
Section 1. Board. The Board of Directors manages the affairs of the Club and
consists of the elected officers [and [number] directors at large]. The
[head coach/director] of [program] serves as a non-voting advisor.
Section 2. Officers. The officers are a President, Vice President, Secretary,
and Treasurer. No person holds more than one office at a time.
Section 3. Election and term. Officers are elected at the annual meeting and
serve one-year terms beginning [July 1], or until their successors are
elected. No person serves more than [two] consecutive full terms in the same
office.
Section 4. Vacancies. The Board fills a vacancy by majority vote for the rest
of the term. If the office of President is vacant, the Vice President
becomes President.
Section 5. Removal. An officer may be removed by a two-thirds vote of the
[Board/members present and voting], if notice of the proposed removal was
included in the notice of the meeting.
Section 6. Records. Within [14] days after leaving office, an officer delivers
all Club records, property, passwords, and funds to the successor.
```

## Article VI. Meetings

This article sets the meeting calendar, notice, quorum, and electronic participation. Robert's Rules permits meetings by video or telephone conference only when the bylaws authorize them. Quorum should be a fixed number the club can reach, not a percentage of every parent. See [Quorum for Booster Club Meetings](https://boosterclub.org/meetings/quorum/).

```text
ARTICLE VI. MEETINGS
Section 1. General meetings. The Club holds at least [four] general meetings
each year, including an annual meeting in [May] to elect officers and adopt
the budget.
Section 2. Board meetings. The Board meets at least [monthly during the school
year].
Section 3. Special meetings. The President, a majority of the Board, or
[ten] members in writing may call a special meeting. Only business stated in
the notice may be conducted.
Section 4. Notice. Notice of each general or special meeting is sent to
members by email at least [seven] days in advance. Notice of a proposed
amendment, budget, or removal is included in the meeting notice.
Section 5. Quorum. A quorum for a general meeting is [ten] members, including
at least [two] officers. A quorum for the Board is a majority of the number of
directors fixed by these bylaws.
Section 6. Electronic meetings. Members and directors may participate and vote
by video or telephone conference in which all participants can hear each
other at the same time, to the extent state law permits.
Section 7. Action without a meeting. To the extent state law permits, the
Board may act without a meeting if all directors consent in writing,
including by email. The Secretary files the consents with the minutes.
```

## Article VII. Committees

Two committees belong in the bylaws because they check the officers: nominating and financial review. Others can be created by the board. See [Booster Club Committees](https://boosterclub.org/governance/committees/).

```text
ARTICLE VII. COMMITTEES
Section 1. The President, with Board approval, appoints committee chairs. The
Board may create and dissolve committees.
Section 2. A Nominating Committee of [three] members, at least [one] of whom
is not on the Board, is elected at the [February] general meeting and reports
a slate at the [April] general meeting. Nominations may also be made from the
floor.
Section 3. A Financial Review Committee of at least [three] members, none of
whom is authorized to sign or approve payments, reviews the Club's books
within [60] days after the end of the fiscal year and when the Treasurer
leaves office, and reports to the Board and members.
Section 4. No committee spends funds, signs contracts, or speaks for the Club
except as authorized by the Board and the approved budget.
```

## Article VIII. Finance

The finance article fixes the fiscal year (the club's 12-month accounting year) and the controls that prevent loss. Dollar thresholds live in standing rules so they change without an amendment. EIN means Employer Identification Number, the club's federal tax ID. See [Internal Controls for Booster Clubs](https://boosterclub.org/finance/internal-controls/).

```text
ARTICLE VIII. FINANCE
Section 1. Fiscal year. The fiscal year runs from [July 1] through [June 30].
Section 2. Budget. The Board proposes and the [members/Board] adopt an annual
budget before the fiscal year begins. Spending outside the budget, or above a
budget line by more than the amount set in the standing rules, requires
[Board/member] approval recorded in the minutes.
Section 3. Accounts. All funds are deposited in accounts in the Club's name
and EIN. At least two officers who do not live in the same household are
authorized signers.
Section 4. Payments. Every payment requires approval by two authorized
persons. No person approves a payment to themselves or to a member of their
household. The Club does not issue debit cards.
Section 5. Reports. The Treasurer gives a written report with bank statements
at each Board meeting. A person who is not an authorized signer reviews each
monthly bank statement.
Section 6. Conflicts. The Board adopts and annually reviews a conflict of
interest policy.
```

## Article IX. Parliamentary Authority

Naming a parliamentary authority supplies rules for every procedural question the bylaws do not answer.

```text
ARTICLE IX. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order Newly
Revised govern the Club in all cases to which they are applicable and in
which they are not inconsistent with these bylaws, any special rules of order
the Club adopts, or applicable law.
```

## Article X. Amendments

The amendment article states who votes, the vote required, and the notice required. Under Robert's Rules, an amendment takes effect immediately on adoption unless the motion sets another time. See [How to Amend Booster Club Bylaws](https://boosterclub.org/bylaws/amending-bylaws/).

```text
ARTICLE X. AMENDMENTS
These bylaws may be amended at any general meeting by a two-thirds vote of
the members present and voting, if the text of the proposed amendment was
sent to all members at least [14] days before the meeting. An amendment takes
effect when adopted unless the motion to adopt states a later date. No
amendment may conflict with the articles of incorporation or with Articles
III or XI except as allowed by law.
```

A board-governed club substitutes "a two-thirds vote of the directors then in office, with [seven] days' written notice to each director."

## Article XI. Dissolution

This article adapts the IRS dissolution language, names a preferred recipient, and keeps the required fallback.

```text
ARTICLE XI. DISSOLUTION
Upon dissolution of the Club, after paying or providing for its debts, the
Board shall distribute the remaining assets to [organization serving the same
program], provided it is then exempt under section 501(c)(3) of the Internal
Revenue Code, or the corresponding section of any future federal tax code. If
it is not then exempt, or cannot or will not accept the assets, the assets
shall be distributed for one or more exempt purposes within the meaning of
section 501(c)(3) of the Internal Revenue Code, or the corresponding section
of any future federal tax code, or to the federal government, or to a state
or local government, for a public purpose. Any assets not so disposed of
shall be disposed of by a court of competent jurisdiction of the county in
which the principal office of the Club is then located, exclusively for such
purposes or to such organization or organizations as the court shall
determine, which are organized and operated exclusively for such purposes. No
assets shall be distributed to any member, director, officer, or other
private person.
```

## Certificate of Adoption

The secretary signs the adopted document so a future board can prove which version is in force.

```text
I certify that these bylaws were adopted by [the members/the Board] of
[Club] on [date] and amended on [dates].
______________________________  Secretary        Date: ____________
```

## Common Mistakes

- **Leaving brackets or another club's name in the adopted copy.** Templates get adopted in a rush, and the defects surface during an IRS application or a dispute.
- **Making the coach a voting member by accident.** "Ex officio" without "non-voting" gives full voting rights, and a conflict of interest on spending votes.
- **Writing dollar amounts into the bylaws.** Every change to dues or limits then requires a formal amendment.
- **Using "and until successors are elected" in officer terms.** Under Robert's Rules, that wording turns removal into a formal trial.
- **Skipping the electronic meeting authorization.** Decisions made by video conference are then open to challenge.

## Checklist

- [ ] Appoint a bylaws committee of three to five members (president)
- [ ] Collect the articles, current bylaws, state statute, and district booster policy
- [ ] Copy the IRS purpose, limitation, and dissolution language exactly from the articles
- [ ] Choose membership-governed or board-governed and draft Article IV to match
- [ ] Confirm board size and quorum meet state minimums, with a fixed-number member quorum
- [ ] Authorize electronic meetings, to the extent state law allows
- [ ] Mark every ex officio seat as voting or non-voting
- [ ] Move dollar amounts and procedures into standing rules
- [ ] Remove every bracket and placeholder, then send the draft with the required notice
- [ ] Adopt by the required vote, then sign and file the certificate of adoption (secretary)

## Related Pages

- [What Booster Club Bylaws Must Include](https://boosterclub.org/bylaws/required-provisions/) explains the IRS and state requirements behind these samples
- [Membership Rules in Booster Club Bylaws](https://boosterclub.org/bylaws/membership-provisions/) covers the membership choices in Article IV
- [Officer Provisions in Booster Club Bylaws](https://boosterclub.org/bylaws/officer-provisions/) expands on Article V
- [Standing Rules vs Bylaws](https://boosterclub.org/bylaws/standing-rules/) shows what to move out of the bylaws
- [Internal Controls for Booster Clubs](https://boosterclub.org/finance/internal-controls/) explains the finance controls in Article VIII

---

*This page is general information for volunteer-run booster clubs. It is not legal,
tax, or accounting advice, and BoosterClub.org is not a law firm, accounting firm, or
government agency. Rules change and vary by state and district. Confirm current
requirements with the IRS, the relevant state agency, the school district, and a
qualified professional before acting. If a fact on this page is out of date, we want
to know.*

## Sources

1. IRS: https://www.irs.gov/charities-non-profits/suggested-language-for-corporations-and-associations-per-publication-557
2. IRS: https://www.irs.gov/publications/p557
3. IRS: https://www.irs.gov/instructions/i1023ez
