Chix with Stix President’s Report Annual Members’ Meeting February 18, 2014 Randy Stafford

Why the Booster Club Exists Jeffco gives Chatfield $30,000/yr. for equipment and supplies for 47 levels of 23 sports Girls lacrosse can use (borrow) ~$1,000/yr. We need to save $2,500/yr. for uniforms FSA rental for tryouts costs $1,050/yr. Coach’s equipment request comes to ~$1,000/yr. Any questions? Also, the “programming”… 2/18/20142

Booster Club Purposes Supplement the funding provided by Jeffco Public Schools Procure and maintain equipment used by the program Implement “programming” to complement core in-season practice and competition activities: – Scoring, statistics, and timing for games – Events and recognition: kickoff, team dinners, senior night, banquet – Pride and spirit: apparel, photography/videography, etc. – Offseason leagues and clinics It is NOT the booster club’s purpose or business to meddle in: – Coaching staff personnel matters – Coaching matters (team placement, playing time, game tactics, etc.) – Team chemistry matters 2/18/20143

Program History YearHead CoachVarsity Asst.PresidentSecretaryTreasurer 2007Adam Everett(none)Jerry LipscombJennifer GillespieDee Dee Smalley 2008Adam EverettRon DowlingJerry LipscombJennifer GillespieDee Dee Smalley 2009Adam EverettRon DowlingTerri Dowling?? 2010Adam EverettRon DowlingTerri DowlingRichard OlonaDarlene Atteberry 2011Adam EverettNeil MellbergJohn WalkerJudy KammerzellAmy Goldstein 2012Adam EverettNeil MellbergJohn WalkerClark Stukey(none) 2013Adam EverettNeil MellbergJohn WalkerClark Stukey(none) 2014Adam Everett?Randy StaffordClark StukeyJerrod Milton 2/18/20144 Inaugural season: Jeffco League champions (first league championship) Three straight seasons with playoff appearances (2013, 2012, 2011) JV has had back-to-back undefeated seasons (2013, 2012)

Strengths and Traditions Pride and spirit: uniformity, apparel, photography Events and recognition: kickoff dinner, senior night Offseason activities: winter leagues and clinic Fundraising approach – Summer youth clinic – Player dues in lieu of program-wide fundraising duties – King Soopers Neighborhood Rewards program Financial health Website – a great communication tool Statistics – maxpreps, honors and recruiting value 2/18/20145

Colorado Nonprofit Startup Checklist TaskCompleted Incorporate and register with Secretary of State2007 Hold organizational meeting of incorporators / named initial directorsNever Adopt bylawsNever Appoint directors and officersNever Obtain a federal Employer Identification Number2013 Obtain Colorado Tax Identification NumberNever Obtain 501(c)(3) exempt statusNever Obtain Colorado tax exemptionNever Register for charitable solicitation / fundraisingNever Ongoing periodic filingsOccasionally 2/18/20146

Colorado Statutes Bylaws and Members Organization of nonprofit corporation. (1) After incorporation: (a)If initial directors are not named in the articles of incorporation, the incorporators shall hold a meeting, at the call of a majority of the incorporators, to adopt initial bylaws, if desired, and to elect a board of directors; Bylaws. (1) The board of directors or, if no directors have been named or elected, the incorporators may adopt initial bylaws. If neither the incorporators nor the board of directors have adopted initial bylaws, the members may do so No requirement of members. A nonprofit corporation is not required to have members. [but Chix with Stix’s incorporator indicated at incorporation time that Chix with Stix would have voting members] Admission. (1) The bylaws may establish criteria or procedures for admission of members. 2/18/20147

Colorado Statutes Election of Directors Election, appointment, and designation of directors. (1) All directors except the initial directors shall be elected, appointed, or designated as provided in the bylaws. If no method of election, appointment, or designation is stated in the bylaws, the directors other than the initial directors shall be elected as follows: (a)If the nonprofit corporation has voting members, all directors except the initial directors shall be elected by the voting members at each annual meeting of the voting members; 2/18/20148

Colorado Statutes Amendment of Articles of Incorp Amendment of articles of incorporation by board of directors or incorporators. (3) If a nonprofit corporation has no members or no members entitled to vote on amendments or no members yet admitted to membership, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the nonprofit corporation's articles of incorporation Amendment of articles of incorporation by board of directors and members. (2) For an amendment to the articles of incorporation to be adopted … (a) The board of directors shall recommend the amendment to the members … ; and (b) The members entitled to vote on the amendment shall approve the amendment as provided in subsection (5) of this section. [quorum etc.] 2/18/20149

Our Legal Conundrum We need to adopt Bylaws to prescribe how we govern ourselves We need to amend our Articles of Incorporation for 501(c)(3) exempt status application Both actions require approval of members, by statute But we’ve never legally defined our membership! It’s not even clear any past or current booster club officers were legally recognizable as directors of the corporation! But everybody has been acting in good faith here… 2/18/201410

Escaping the Conundrum OptionDescription 1 Dissolve Chix with Stix and start a new nonprofit corporation (completely) Undesirable due to distribution of assets – who has the authority? 2 Engage the original incorporator to hold an organizational meeting and complete the startup process: Adopt bylaws Amend and restate articles of incorporation Name initial directors 3 Ask “assumed members” at an annual meeting to vote to: Adopt bylaws Elect current booster club officers as directors of Chix with Stix Approve amended and restated articles of incorporation State of Colorado takes leap of faith that you are intended membership We’ve been advised (pro-bono) by two attorneys this is acceptable 4 File amended articles regardless, checking box for member approval Obviously unethical 2/18/201411

Bylaws Provisions: Members Members set by roster (player parent = member) Member powers: – Chair committees, hold offices / sit on board – Elect and remove directors – Disapprove budget – Amend bylaws Two general members meetings per year: – Start of season to approve budget – End of season to elect directors for next year 2/18/201412

Bylaws Provisions: Directors The elected officers are the only directors Four officers: President, VP, Secretary, Treasurer Term is fiscal year, no limit, no comp, the usual duties Board powers and duties: – Create and oversee committees, appoint chairs – Prepare budget, collect revenues, expend funds – Adopt policies & guidelines, maintain books & records – Make contracts, incur liabilities, administer accounts At least quarterly meetings required 2/18/201413

Bylaws Provisions: Other Committees: – Two required by bylaws: Audit and Nominating – [Eleven others have been created by the Board] – Same one-year term as officers – Chairs attend board meetings, report on work Finances: – Fiscal year runs June 1 – May 31 – Strong financial controls imposed, including cash handling Records retention, conflicts of interest, indemnification 2/18/201414

Amended and Restated AoI Specific language for 501(c)(3) exempt status: – Purpose clause – No private benefit clause – Dissolution clause (distribution of assets) Delegate to bylaws for: – Membership qualification and rights – Director election, removal, number, and term Changing name to Chatfield Girls Lacrosse 2/18/201415

Budget Structure & Principles Self-funding expenses: – Winter leagues and clinic – Banquet (for the most part) – Summer youth clinic fundraiser Non-self-funding expenses (where $150 player dues go): – Savings for uniforms – Foothills Sports Arena rental for tryouts – Coach’s equipment request – General operating expenses: website, game video, etc. – Kickoff event, senior and coaches gifts, etc. Principle: strive for a slight budget surplus Variables: number of players, weather 2/18/201416

Where Does My $150 Go? 2/18/201417