Officer Provisions in Booster Club Bylaws: Terms and Removal

Officers, Directors, and the Board

Directors are the members of the governing board; together they hold the club’s legal authority. Officers are individuals assigned specific duties, such as president or treasurer. In most booster clubs the elected officers are the board, sometimes with a few directors at large. The bylaws should state exactly who sits on the board and who votes, because state law often sets a minimum: New York and Texas require at least three directors, and Florida requires at least three for a 501(c)(3) corporation.

Required and Typical Offices

State law may require particular offices or bar combinations:

• California: a chair or president, a secretary, and a treasurer or chief financial officer; the secretary, treasurer, or CFO may not serve at the same time as president or chair (Corporations Code section 5213).
• New York: the same person may not hold the offices of president and secretary (Not-for-Profit Corporation Law section 713).
• Texas: a president and a secretary are required, and one person may not hold both (Business Organizations Code section 22.231).
• Florida: offices are whatever the articles or bylaws provide, and one person may hold more than one (section 617.0840).

Even where combining offices is legal, booster club bylaws should prohibit it. One person holding two offices removes a check, and the treasurer role in particular needs a second, independent person on every payment.

Eligibility

The bylaws state who may hold office. Common provisions:

• Membership. Officers must be voting members (or, in a board-governed club, meet stated qualifications).
• Household rule. No two authorized signers may live in the same household, and no officer approves a payment to a relative.
• Paid staff and contractors. A coach or instructor paid by the club, or whose program budget the club funds, has a conflict of interest on spending votes. A non-voting advisor seat solves this. California limits “interested persons,” meaning people the corporation paid for services in the prior 12 months and certain relatives, to 49% of the board (section 5227).
• School employees. District policies differ on whether staff may serve as booster officers. The president checks the district’s booster club policy. See Working With the School and District.

Elections and Terms

Most booster clubs elect officers in the spring and start terms on the first day of the fiscal year, which gives outgoing officers time to train their successors. One-year terms are common; two-year staggered terms (president and treasurer elected in alternate years) give continuity. See Running Booster Club Elections.

The wording of the term matters. Robert’s Rules of Order distinguishes two phrasings:

If the bylaws set their own removal procedure, that procedure controls.

Term Limits

Term limits keep a booster club from depending on one person, and they reduce the risk that one treasurer controls the books for years. Typical language limits a person to two consecutive full terms in the same office. Drafting points:

• State whether serving part of a term counts. A common rule is that serving more than half a term counts as a full term.
• Limit consecutive terms in the same office, not total service, so experienced volunteers can move to another office.
• Allow an exception when no eligible candidate is nominated, such as one additional year approved by a two-thirds vote. Without an exception, a small club can be left with a vacant treasurer position. See Succession Planning for Booster Clubs.

Vacancies and Resignations

1. The resigning officer delivers a written resignation to the secretary.
2. The bylaws state when it takes effect. Under Robert’s RulesRobert’s Rules of OrderRobert’s Rules of Order Newly Revised (RONR), the rulebook most booster club bylaws adopt for running meetings. It governs a club only if the bylaws adopt it, and state law and the bylaws come first.All terms, a resignation is a request to be excused that the body accepts, and it can be withdrawn until the chair states the question on accepting it. Bylaws that make a resignation effective on delivery avoid that limbo.
3. The board fills the vacancy by majority vote for the rest of the term, unless the bylaws assign succession (the vice president succeeding the president, for example).
4. If the departing officer was a bank signer, the board updates the signers at the next meeting and the bank the same week. See Booster Club Officer Transition.

Removal

Removal is rare and painful, and it goes badly when the bylaws are vague. A workable removal provision states who votes (members or the board), the vote required, and the notice required. In a corporation, the state statute may also govern removal of directors, and a mandatory statutory rule controls over the bylaws; the secretary checks the statute before any removal vote.

1. The board documents the reason in writing: missed reports, refusal to provide records, or a policy violation.
2. The officer is given notice of the proposed removal and a chance to respond.
3. Notice of the vote goes out as the bylaws require.
4. The body votes; the secretary records the count in the minutes.
5. The board removes bank access, changes passwords, and collects records and property that day.

Removing a treasurer does not resolve missing money. If funds are unaccounted for, the board secures the records and follows Preventing Embezzlement in Booster Clubs.

Sample Officer Provisions

Section 1. Officers. The officers are a President, Vice President, Secretary,
and Treasurer. No person holds more than one office at a time.
Section 2. Eligibility. Officers must be voting members. No two persons
authorized to sign or approve payments may live in the same household. No
person paid by the Club within the prior 12 months may serve as an officer.
Section 3. Term. Officers serve one-year terms beginning [July 1], or until
their successors are elected.
Section 4. Term limits. No person serves more than two consecutive full terms
in the same office. Serving more than half a term counts as a full term. If
no other eligible candidate is nominated, the members may by two-thirds vote
permit one additional term.
Section 5. Resignation. A resignation is effective when delivered in writing
to the Secretary, or at a later date it states.
Section 6. Vacancies. The Board fills a vacancy by majority vote for the rest
of the term. The Vice President succeeds to a vacancy in the office of
President.
Section 7. Removal. An officer may be removed by a two-thirds vote of the
[Board/members present and voting], if the meeting notice stated the proposed
removal and the officer had an opportunity to respond.
Section 8. Return of property. Within [14] days after leaving office, an
officer delivers all records, property, passwords, and funds to the successor.