# Booster Club Governance: Board Duties, Policies, and Oversight

> How booster club governance works: who decides what, the fiduciary duties officers owe, the policies the IRS asks about, and a year-round oversight calendar.

- URL: https://boosterclub.org/governance/
- Section: Governance
- Updated: 2026-10-08

Booster club governance is the set of rules, roles, and habits that decide who controls the club's money and decisions, and how the membership checks that control. The board (the elected officers plus any other directors the bylaws name) owns governance, and the president is responsible for keeping it on schedule.

Governance matters because a booster club is a separate legal entity holding money given for students. When a club loses its tax exemption, misplaces funds, or collapses after one officer leaves, the cause is usually a missing control, a skipped review, or a board that stopped meeting.

## Board vs Membership

Most booster clubs have two layers of authority. The **membership** (every person who meets the bylaws' definition of a member) elects officers, approves the annual budget, and amends the bylaws. The **board** (sometimes called the executive board) manages the club between membership meetings, within the limits the bylaws and the membership set.

| Decision | Usually decided by | Where the rule lives |
|---|---|---|
| Electing officers | Membership | Bylaws |
| Approving the annual budget | Membership (some bylaws assign it to the board) | Bylaws |
| Spending within the approved budget | Board, or the officer the budget names | Budget, standing rules |
| Spending outside the budget | Board up to a set limit, membership above it | Bylaws, standing rules |
| Amending bylaws | Membership, often by two-thirds vote with notice | Bylaws |
| Adopting policies | Board | Board minutes |
| Signing contracts | Board | Board minutes |
| Dissolving or merging the club | Membership, after a board recommendation | Bylaws, articles, state law |

The bylaws control. If a club's bylaws assign a decision differently than this table, the club follows its bylaws or amends them. [Board Meetings vs General Membership Meetings](https://boosterclub.org/meetings/board-vs-general-meetings/) explains how each meeting works.

## Fiduciary Duty

Every officer and director is a fiduciary: a person trusted to manage property for the benefit of others and held to a legal standard while doing it. Regulators commonly describe three duties. The New York Attorney General's Charities Bureau, for example, calls them the duties of care, loyalty, and obedience.

- **Care.** Attend meetings, read the treasurer's report, ask questions, and act as a reasonably prudent person would in the same position.
- **Loyalty.** Put the club's interest ahead of personal or family interest. Disclose conflicts and step out of decisions where a conflict exists.
- **Obedience.** Keep the club within its mission, its bylaws, and the law, including tax filings and state registrations.

Volunteer officers have some protection from personal liability under the federal Volunteer Protection Act of 1997 and under state law. That protection has exceptions, and it does not protect the club itself. [Fiduciary Duties of Booster Club Officers](https://boosterclub.org/governance/fiduciary-duty/) covers the details.

## What the IRS Asks About Governance

Federal tax law does not require a booster club to adopt particular governance policies, but the IRS asks about them. Part VI of Form 990 asks whether the organization has a written conflict of interest policy, a whistleblower policy, and a document retention and destruction policy, whether the board received the return before filing, and whether meetings were documented. The Form 990 instructions state that the IRS considers such policies to generally improve tax compliance.

Clubs that file Form 990-N (the e-Postcard, for gross receipts normally $50,000 or less) never see these questions. They should adopt the policies anyway, because the policies protect volunteers. See [Policies Every Booster Club Should Adopt](https://boosterclub.org/governance/policies/).

## The Governance Year

| When | Governance task | Owner |
|---|---|---|
| Before the new term starts | Handoff meeting, procedure books, bank signer paperwork | Outgoing and incoming officers |
| First board meeting | Adopt or reaffirm policies, sign conflict of interest statements, set the meeting calendar | President |
| Early in the school year | Membership meeting, budget approval, insurance certificate to the school | President, treasurer |
| Monthly | Treasurer's report, bank statement review by a non-signer, minutes approved | Treasurer, secretary, board |
| Mid-year | Bylaws and policy review, nominating committee formed | President, secretary |
| Spring | Elections, financial review scheduled | Nominating committee, membership |
| After fiscal year end | Financial review, Form 990-series filing, records archived | Treasurer, review committee |

Form 990-N, 990-EZ, and 990 are due by the 15th day of the 5th month after the fiscal year ends: May 15 for a calendar-year club, November 15 for a club whose fiscal year ends June 30. [Booster Club Compliance Calendar](https://boosterclub.org/taxes/compliance-calendar/) lists every deadline.

## Pages in This Section

- [Board Positions and Duties](https://boosterclub.org/governance/board-positions/) job descriptions for president, vice president, secretary, treasurer, and common chairs
- [Fiduciary Duties of Booster Club Officers](https://boosterclub.org/governance/fiduciary-duty/) care, loyalty, obedience, and personal liability
- [Conflict of Interest Policy](https://boosterclub.org/governance/conflict-of-interest/) a sample policy adapted from the IRS sample, and the annual disclosure
- [Officer Transition](https://boosterclub.org/governance/officer-transition/) procedure books, bank signers, logins, and the June to July timeline
- [Policies Every Booster Club Should Adopt](https://boosterclub.org/governance/policies/) the core written policies and how to adopt them
- [Records and Document Retention](https://boosterclub.org/governance/records/) what to keep, for how long, and the permanent file
- [Working With the School and District](https://boosterclub.org/governance/working-with-the-school/) who owns which funds, logos, coaches, and gifts
- [Booster Club Insurance](https://boosterclub.org/governance/insurance/) coverage types, district requirements, and published prices
- [Risk Management](https://boosterclub.org/governance/risk-management/) background checks, youth protection, waivers, and incident reports
- [Booster Club Committees](https://boosterclub.org/governance/committees/) standing and special committees and the limits on their authority
- [Dissolving or Merging a Booster Club](https://boosterclub.org/governance/dissolution/) the vote, the assets, and the final filings
- [Succession Planning](https://boosterclub.org/governance/succession-planning/) recruiting the next board and avoiding the one-person club

## Common Mistakes

- **Treating the board as a formality.** A board that approves whatever the president or treasurer brings has stopped exercising the duty of care, and each member shares responsibility for what follows.
- **Letting one person hold the checkbook, the records, and the logins.** It happens because one volunteer is willing. It ends in lost access, missed filings, or theft nobody notices.
- **Skipping written policies because the club files Form 990-N.** The policies protect volunteers no matter which return the club files.
- **Skipping the annual financial review.** Errors and theft then surface years later, often after the responsible officer has left.

## Checklist

- [ ] Read the bylaws and list which decisions belong to the board and which to the membership (president)
- [ ] Give every board member a copy of the bylaws, standing rules, and adopted policies
- [ ] Adopt or reaffirm the conflict of interest, whistleblower, and document retention policies at the first board meeting
- [ ] Collect a signed conflict of interest statement from every officer and director
- [ ] Set the year's board and membership meeting calendar
- [ ] Confirm insurance is current and the certificate is on file with the school
- [ ] Require a monthly treasurer's report and a monthly bank statement review by a non-signer
- [ ] Review the bylaws and policies at mid-year and record the review in the minutes
- [ ] Schedule the annual financial review before the fiscal year ends
- [ ] Confirm the Form 990-series return is filed (by the 15th day of the 5th month after fiscal year end)

## Related Pages

- [Booster Club Bylaws](https://boosterclub.org/bylaws/) the document that sets the club's governance rules
- [Running Booster Club Meetings](https://boosterclub.org/meetings/) how the board and membership make decisions
- [Booster Club Finances](https://boosterclub.org/finance/) the financial controls the board oversees
- [Booster Club Taxes](https://boosterclub.org/taxes/) the filings the board is responsible for
- [Booster Club Filing Requirements by State](https://boosterclub.org/states/) state rules that vary

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*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. New York Attorney General: https://ag.ny.gov/sites/default/files/publications/sympguidance.pdf
2. IRS: https://www.irs.gov/instructions/i990
3. IRS: https://www.irs.gov/pub/irs-pdf/p4221pc.pdf
4. IRS: https://www.irs.gov/charities-non-profits/annual-electronic-filing-requirement-for-small-exempt-organizations-form-990-n-e-postcard
5. IRS: https://www.irs.gov/charities-non-profits/form-990-series-which-forms-do-exempt-organizations-file-filing-phase-in