Bylaws

AMENDED AND RESTATED BYLAWS

TIGARD HIGH SCHOOL BASEBALL BOOSTERS

ARTICLE I

ORGANIZATION NAME

The name of this organization shall be the Tigard High School Baseball Boosters (the

“Organization”). The Organization is an Oregon nonprofit public benefit corporation

incorporated under ORS Chapter 65 and is recognized as exempt from federal income tax

under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE II

PURPOSE, MISSION, AND INCLUSION

Section 1. Purpose Statement. The purpose of the Organization is to support and

promote the baseball program by strengthening student-athlete development, investing in

coaching and equipment, expanding opportunities through fundraising, and creating

meaningful ways for families and community members to be involved.

Section 2. Mission Statement. The mission of the Organization is to invest in the

growth and development of student-athletes by building strong community support,

promoting personal and athletic skill development, and generating sustainable fundraising to

support the baseball program.

Section 3. Key Commitments. The Organization commits to: (a) support

student-athlete development on and off the field; (b) provide fundraising support for

equipment, training, and program enhancements; (c) assist coaches through resources,

development opportunities, and training support; and (d) build volunteer participation and

community engagement.

Section 4. Inclusion Statement. The Organization shall operate exclusively for

charitable and educational purposes and shall provide support without discrimination based

on race, religion, gender, national origin, disability, or any other protected status.

Section 5. Tax-Exempt Operation. The Organization is organized and shall be

operated exclusively for charitable and educational purposes within the meaning of Section

501(c)(3) of the Internal Revenue Code. No part of its net earnings shall inure to the benefit

of any Director, officer, or private individual, except that the Organization may pay

reasonable compensation for services rendered. No substantial part of its activities shall

consist of attempting to influence legislation, and the Organization shall not participate in any

political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE III

NO MEMBERS; PARTICIPANTS AND SUPPORTERS

1 9Page of - BYLAWSSection 1. No Members. Consistent with the Organization’s Articles of

Incorporation, the Organization has no members within the meaning of ORS 65.137. The

Board of Directors holds all voting and governance authority.

Section 2. Participants and Supporters. Participation is open to parents,

guardians, alumni, community members, JBO and Little League families, and supporters of

the baseball program. Participants and supporters may attend meetings, serve on committees,

and volunteer, but do not have voting rights unless they serve as a Director.

Section 3. Voting Authority. All matters requiring a vote, including officer

elections, budget approval, bylaw amendments, and other organizational business, shall be

decided by the Board of Directors. Each Director is entitled to one vote. Committee chairs,

coaches, school staff, athletic department representatives, and program advisors who do not

hold a Director seat are non-voting and may attend and participate in Board meetings at the

Board’s invitation but may not vote.

Section 4. Good Standing. A Director is in good standing if the Director is

fulfilling the duties of the position, has completed any onboarding and disclosure required by

the Board (including the annual conflict-of-interest disclosure), and is not suspended or

removed under these bylaws or Board-approved policy.

Section 5. Voting and Procedural Matters. Voting shall follow these bylaws.

Unless otherwise stated, matters are decided by a majority of Directors present and voting

once a quorum is met. A Director with a conflict of interest must disclose it and abstain from

voting on that matter as provided in Article IX. Where these bylaws are silent on procedural

matters, the Board shall follow reasonable and fair procedures for discussion and decision-

making. The Board may, but is not required to, consult Robert’s Rules of Order Newly

Revised as a procedural guide.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Composition. The Board shall consist of no fewer than five (5) and no

more than nine (9) Directors. Directors need not be residents of the State of Oregon but must

be at least eighteen years of age. The Board shall elect from among its Directors the

following officers: President, Vice President, Secretary, and Treasurer. The Board may also

designate one or more Director seats as Community At-Large seats to ensure diverse

community representation. The same individual may hold more than one officer position,

except that no individual may simultaneously serve as both President and Secretary.

Section 2. Additional Positions. The Board may create additional officer

positions by resolution as needed for organizational oversight, provided that each officer

must be a Director. The Board may also appoint non-Director volunteers to operational roles

that do not carry voting authority.

Section 3. Officer Duties. The following officers shall have the duties listed:

2 9Page of - BYLAWS(a) President. The President shall be the principal executive officer of the

Organization. The President shall preside at all meetings of the Board, set meeting

agendas, coordinate the work of the officers and committees, and serve as the primary

liaison between the Organization and the school’s athletic department and

administration. The President may sign contracts, correspondence, and other

instruments authorized by the Board.

(b) Vice President. The Vice President shall perform the duties of the President in

the President’s absence or inability to act and shall have such other duties as the

Board or the President may assign. The Vice President shall support leadership

transition planning and shall succeed to the presidency if the President vacates the

position mid-term, serving for the remainder of the unexpired term.

Board meetings, give all required notices, maintain the Organization’s corporate

records, and keep a current roster of Directors and officers with their contact

information. The Secretary shall distribute meeting minutes to all Directors within

fourteen (14) days of each meeting.

(d) Treasurer. The Treasurer shall have charge and custody of all funds of the

Organization. The Treasurer shall maintain accurate financial records, prepare the

annual budget for Board approval, provide a financial update at each regular Board

meeting, deposit all funds in approved financial institutions, and upload bank

statements and reconciliations monthly to the shared drive. The Treasurer shall ensure

that all financial activity complies with Board-approved financial procedures.

(e) Supplemental Job Descriptions. The Board may adopt and periodically

update supplemental job descriptions that provide additional detail beyond the duties

stated in this Section, but no supplemental description shall reduce or conflict with the

duties set forth above.

Section 4. Standard of Conduct. Each Director shall discharge the Director’s

duties in good faith, with the care an ordinarily prudent person in a like position would

exercise under similar circumstances, and in a manner the Director reasonably believes to be

in the best interests of the Organization, consistent with ORS 65.357.

Section 5. Authority. The Board shall manage the affairs of the Organization and

may establish committees as necessary. Any committee exercising the authority of the Board

shall consist solely of Directors.

Section 6. Nomination and Election of Directors.

(a) Open Solicitation. Before the annual meeting, the Board should make

reasonable efforts to let participants, supporters, and the baseball community know

that Director seats are available. This may be done by email, team communication

apps, announcements at games or events, social media, or any other means likely to

reach interested families. There is no minimum notice period, but the Board should

allow enough time for interested individuals to express willingness to serve.

3 9Page of - BYLAWS(b) Nominations. Any participant, supporter, or current Director may suggest a

candidate for the Board, including themselves. Nominations may be made informally

by email, text, or in person to any current Director. The Board may also identify and

recruit candidates on its own initiative. Formal written nominations are not required.

office. Elections will normally occur at the annual meeting, but when a seat needs to

be filled at another time, the Board may elect a new Director at any regular or special

meeting. A nominee need not be present to be elected but should confirm willingness

to serve before taking office.

(d) Unfilled Seats. If the Board is unable to fill all available seats, it may continue

to operate with fewer than the maximum number of Directors, provided the Board

maintains the minimum of five (5) Directors required by these bylaws. The Board

may fill open seats at any time during the year as willing volunteers are identified.

(e) Transition Support. The Board should provide incoming Directors with a

brief orientation covering the Organization’s mission, current budget, active

committees, and these bylaws. Orientation may be informal and does not need to

occur before the new Director takes office.

ARTICLE V

OFFICERS

Section 1. Election. Officers shall be elected by the Board of Directors from

among its Directors at the annual meeting held in October. An individual must hold a

Director seat to be eligible for an officer position. If a Director’s Board seat expires or is

vacated, the associated officer position is also vacated.

Section 2. Term of Office.

(a) Director Terms. Each Director shall serve a two-year term beginning

November 1 and ending October 31. The Board shall stagger terms so that approximately half

of the Director seats are up for election each year, to promote continuity and institutional

knowledge. There is no limit on the number of terms an individual may serve as a Director.

(b) Officer Terms. Officers shall serve a two-year term beginning November 1

and ending October 31, or until a successor is elected and qualified.

two-year terms in any single officer position (four years total in that position). After a one-

year break from that officer position, the individual is eligible to serve in that position again.

An individual who has reached the term limit for one officer position may be elected to a

different officer position without a break in service. Time served in an officer position to fill a

mid-term vacancy counts toward the term limit for that position only if the remaining term

exceeds one year.

4 9Page of - BYLAWSSection 3. Vacancies. Any vacancy occurring during a term may be filled by

appointment of the Board for the remainder of the unexpired term.

Section 4. Removal. An officer or Director may be removed for failure to fulfill

duties, misconduct, or actions contrary to the interests of the Organization by a two-thirds

vote of the Directors in office, consistent with ORS 65.324.

ARTICLE VI

MEETINGS

Section 1. Regular Meetings. Regular Board meetings shall be held monthly via

video conference, with in-person meetings held at least quarterly. During the off-season,

meetings shall be held as determined by the Board.

Section 2. Annual Meeting. The annual meeting shall be held in October for

officer elections, budget approval, and organizational planning.

Section 3. Special Meetings. Special meetings may be called by the President or

by a majority of the Board.

Section 4. Quorum. A quorum consists of a majority of the Directors in office

immediately before the meeting begins, and in no event fewer than one-third of the Directors

in office.

Section 5. Electronic Participation and Action Without a Meeting. Directors

may participate in any meeting by any means of communication by which all Directors can

simultaneously communicate, and Directors so participating are deemed present. The Board

may take action without a meeting by electronic or email vote, provided that:

(a) All Directors have an email address on file;

(b) The notice describes the proposed action and when it will be effective;

(d) The affirmative vote of a majority of the Directors in office is obtained.

A record of the notice and the votes shall be kept with the minutes, consistent with ORS

65.343.

ARTICLE VII

COMMITTEES

Section 1. Standing Committees. The Board may establish standing committees

as it deems appropriate to carry out the purposes of the Organization. Standing committees

may include, but are not limited to, the following: Fundraising, Sponsorships, Concessions,

Volunteer Coordination, Banquet and Awards, and Communications. The Board may create,

combine, or dissolve standing committees as organizational needs require.

5 9Page of - BYLAWSSection 2. Committee Chairs. Committee chairs shall be appointed by the Board

of Directors. A committee chair who does not hold a Director seat shall serve in a non-voting

advisory capacity: the chair may attend Board meetings, participate in discussion, and present

reports, but shall not be counted for quorum and shall not vote. A committee chair who also

holds a Director seat votes in that capacity as a Director, not by virtue of the chair

appointment. Committee chairs shall report regularly to the Board on committee activities,

plans, and expenditures.

Section 3. Committee Authority. Any committee exercising the authority of the

Board shall consist solely of Directors. Committees that do not exercise Board authority may

include participants, supporters, and other volunteers who are not Directors. All committee

actions and recommendations are subject to Board review and approval.

ARTICLE VIII

FINANCES

Section 1. Fiscal Year. The fiscal year of the Organization shall run from July 1

through June 30.

Section 2. Budget. The Treasurer shall prepare an annual budget for the fiscal

year, which shall be presented to and approved by the Board at the annual meeting. If a

budget for the new fiscal year is not approved before July 1, the Board may authorize

continued operations under the prior year’s budget until a new budget is adopted.

Section 3. Expenditures and Spending Authority. (a) Routine operating

expenses that are within the approved budget or consistent with Board-approved standard

operating procedures, such as snack shack and event-based costs, may be incurred by

authorized signers without a separate vote, up to $500 per expense. (b) Any single

expenditure exceeding that amount that is not within the approved budget requires advance

Board approval. (c) The Board shall adopt written financial procedures governing approvals,

reimbursements, debit-card use, and cash handling.

Section 4. Bank Accounts. All organizational funds shall be deposited in

approved financial institutions. The President, Vice President, and Treasurer shall be

authorized signers on the Organization’s bank accounts. Authorized signers may be issued

debit cards in accordance with Board-approved financial procedures. The Board may

authorize additional Directors as signers by resolution. No individual who is not a Director

may be an authorized signer on any Organization account.

Section 5. Financial Transparency. A financial update shall be provided at

regular Board meetings to support transparency and accountability. Bank statements and

reconciliations shall be uploaded by the Treasurer monthly to the shared drive.

Section 6. Annual Financial Review. The financial records shall be reviewed

annually by an individual or committee designated by the Board who is not an authorized

signer on the account.

ARTICLE IX

6 9Page of - BYLAWSCONFLICT OF INTEREST

Section 1. Duty of Loyalty. Directors, officers, committee chairs, and volunteers

shall act in the best interests of the Organization. Any actual, potential, or perceived conflict

of interest or dual relationship must be disclosed to the Board as soon as it is known and

before discussion or voting on the related matter.

Section 2. Scope. A conflict of interest includes situations where a Director or

immediate family member may receive a personal, financial, business, employment, or

reputational benefit from a decision of the Organization. Dual relationships may include

family, coaching, employment, business, vendor, sponsor, or personal relationships that could

influence, or appear to influence, a Director’s judgment.

Section 3. Coaching Relationships. A spouse or immediate family member of a

coach may serve on the Board if otherwise eligible; however, that relationship must be

disclosed in writing and recorded in the meeting minutes. That Director may participate in

general organizational work but shall not vote on, approve, or directly influence matters

involving coach compensation, coach evaluation, team selection, player placement, playing

time, discipline, coaching assignments, or any decision that could create a direct or perceived

benefit to the coach or the Director’s family.

Section 4. Sponsorships and Vendors. When sponsorship donations, fundraising

arrangements, vendor relationships, or donated goods and services are connected to a

Director, their family, employer, business, or sponsor relationship, the connection must be

disclosed before the Board discusses or acts on the matter. The affected Director shall not

vote on sponsorship terms, recognition benefits, vendor selection, reimbursement, payment,

or any decision that could financially benefit the Director, their family, employer, or affiliated

business.

Section 5. Procedure. Disclosures should identify the nature of the relationship,

the individuals or businesses involved, and the decision or activity affected. After disclosure,

the Board shall determine whether the person may participate in discussion, must leave the

discussion, or must abstain from voting. Abstentions and any required limitations on

participation shall be documented in the meeting minutes.

Section 6. Consequences. Failure to disclose a known conflict of interest or dual

relationship may result in: removal from discussion or voting on the matter; reversal or

reconsideration of the related decision when appropriate; or removal from office in

accordance with these bylaws.

Section 7. Written Policy and Annual Disclosure. The Board shall adopt and

annually administer a written Conflict of Interest Policy. Each Director, officer, and

committee chair shall sign an annual conflict-of-interest disclosure statement. This Article is

supplemented by that Policy.

ARTICLE X

INDEMNIFICATION AND INSURANCE

7 9Page of - BYLAWSSection 1. Indemnification. As authorized in the Articles of Incorporation, the

Organization shall indemnify its directors, officers, employees, and agents against liability

and related expenses to the fullest extent permitted by ORS 65.387 to 65.414. The

Organization may advance expenses to any such person in connection with a proceeding,

subject to the conditions and limitations set forth in Oregon law.

Section 2. Insurance. The Board shall use reasonable efforts to maintain general

liability insurance and directors-and-officers (D&O) liability insurance appropriate to the

Organization’s activities and resources. The Board shall review insurance coverage at least

annually to confirm that policy limits and terms remain adequate.

ARTICLE XI

RECORDS AND INSPECTION

The Organization shall maintain accurate books and records, including but not limited

to financial records, minutes of all Board meetings, and a current list of Directors and officers

with their contact information, consistent with the requirements of ORS Chapter 65.

All records shall be kept at the principal office of the Organization or at such other

location as the Board may designate, and shall be preserved for the period required by

applicable law or, if no period is specified, for at least seven years.

Each Director has the right to inspect and copy the corporate records to which the

Director is entitled under Oregon law, subject to the procedures and limitations set forth in

ORS Chapter 65. A Director seeking inspection shall submit a written request to the Secretary

describing the records sought and the purpose of the inspection.

The Board may establish reasonable procedures governing the time, place, and

manner of inspection to protect the confidentiality of sensitive information, including

personal contact information, financial account details, and personnel matters.

ARTICLE XII

AMENDMENTS

Because the Organization has no members, these bylaws may be adopted, amended,

or repealed by a two-thirds vote of the Directors in office at a regular or special meeting,

provided that written notice of the proposed amendment, including the text of the proposed

change or a summary describing its effect, has been distributed to all Directors at least 14

days prior to the vote, consistent with ORS 65.461.

An amendment shall take effect upon adoption unless the Board specifies a later

effective date in the resolution approving the amendment. The Secretary shall promptly

update the official copy of these bylaws to reflect any adopted amendment and shall note the

date of adoption.

ARTICLE XIII

DISSOLUTION

8 9Page of - BYLAWSUpon dissolution of the Organization, the Board of Directors shall, after paying or

making adequate provision for all liabilities and obligations of the Organization, distribute

the remaining assets for one or more exempt purposes within the meaning of Section 501(c)

(3) of the Internal Revenue Code, or to a federal, state, or local government for a public

purpose, consistent with the Articles of Incorporation.

Consistent with the Organization’s mission, the Board shall give preference, to the

extent permitted by law, to distributions that support the Tigard High School baseball

program.

No part of the assets of the Organization shall be distributed to any Director, officer,

or private individual upon dissolution, except that the Organization may make payments for

obligations properly incurred prior to dissolution, including reasonable compensation for

services rendered.

9 9Page of - BYLAWS