BY-LAWS OF THE

JOHN F. KENNEDY HIGH SCHOOL GRAD NITE BOOSTERS

ARTICLE I. – NAME

Section 1. This organization shall be the John F. Kennedy High School Grad Nite Boosters. It is incorporated as the John F. Kennedy High School Grad Nite Boosters under the state requirements.

ARTICLE II. – OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Grad Nite Boosters for the transaction of its business shall be located in the County of Orange, State of California, at a location to be established by the Executive Board.

Section 2. CHANGE OF ADDRESS. The county of the principal office of the Grad Nite Boosters can be changed only by amendment of the articles of incorporation of this organization and not otherwise.

Section 3. OTHER OFFICES. Other offices of the Grad Nite Boosters may be established in such places as the Executive Board may designate.

ARTICLE III. – OBJECTIVES

Section 1. INTEREST. To arouse and maintain an enthusiastic interest in the John F. Kennedy High School Grad Nite event.

Section 2. SUPPORT. To assist and support the John F. Kennedy High School Grad Nite event, both physically and financially, within the limits of the organization’s capabilities.

Section 3. ORGANIZATION. To build and maintain an organization of parents and interested parties, which will help promote the production of the John F. Kennedy High School Grad Nite event.

ARTICLE IV. – MEMBERSHIP

Section 1. MEMBERS. The membership of this organization shall consist of any adult interested in supporting the objectives of the Grad Nite Boosters as stated under Article III, and upon completion of a Grad Nite Boosters membership form.

Section 2. MEMBERSHIP LIST. The Grad Nite Boosters organization shall keep a membership list containing the name, address and telephone number of each member.

Section 3. NONLIABILITY OF MEMBERS. No member of this organization shall be personally liable for the debts, liabilities, or obligations of the organization.

Section 4. VOTES. Each member shall be entitled to one vote in the conduct of the affairs of the membership of the Grad Nite Boosters organization and shall be eligible for election as an officer of the organization.

Section 5. TERM OF MEMBERSHIP. Membership shall commence upon the completion of the membership form and shall terminate at the conclusion of the Grad Nite Boosters organization fiscal year.

Section 6. TERMINATION OF MEMBERSHIP. The membership of any member shall terminate upon the occurrence of any of the following events:

(a) The resignation or death of the member,

(b) The determination by the Executive Board or a committee designated to make such determination that the continuation of the person’s membership is inimical to the goals and objectives of the Grad Nite Boosters. In such event, a procedure to implement such shall be established by the Executive Board.

Section 7. TRANSFER OF MEMBERSHIP. No member may transfer a membership or any right arising from it.

ARTICLE V. – MEETINGS OF MEMBERS

Section 1. PLACE OF MEETINGS. Meetings of members may be held at any place in the County of Orange designated by the Executive Board. Unless otherwise specified, meetings shall be held on the premises of John F. Kennedy High School in the City of La Palma, State of California.

Section 2. ANNUAL MEETING. The annual meeting of members shall be held during May of each year, unless the Executive Board fixes another date and so notifies the members as provided in Section 5 of this Article. At each annual meeting, officers shall be elected and other proper business may be transacted. The Executive Committee will make every effort to inform all Kennedy parents of this meeting either via mail, telephone, email, or any combination of the foregoing.

Section 3. REGULAR MEETINGS. Regular meetings of the members shall be held once each month as necessary beginning in July, unless deemed unnecessary by the Executive Board.

Section 4. SPECIAL MEETINGS. A special meeting of the members may be called at any time by the Executive Board, by the President, or by the President in response to a written petition to the President or Secretary of the Grad Nite Boosters signed by no less than thirty-three (33) percent of the membership. If a special meeting is called by petition, the request shall be in writing, specifying the date of such meeting and the general nature of the business proposed to be transacted, and delivered personally or sent by registered mail or by telegraphic or other facsimile transmission (including email) to the President or Secretary of the Grad Nite Boosters. The officer receiving the request shall, in accordance with the provision of Sections 5 and 6 of this article, cause notice to be given promptly to the members that a meeting shall be held on the date requested by the persons calling the meeting, in not less than five (5) nor more than twenty (20) days after receipt of the request. If the notice is not given within eighteen (18) days after receipt of the request, the person requesting the meeting may give the notice. Nothing contained in this section shall be construed as limiting, fixing, or affecting the date when a meeting of the members called by action of the Executive Board may be held.

Section 5. NOTICE OF MEMBER’S MEETINGS. All notices of meetings of members shall be sent or otherwise given in accordance with Section 6 of this article not less than two (2) days nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the general nature of the business to be transacted and no other business may in that case be transacted. In the case of the annual meeting, the notice shall specify those matters which the Executive Board, at the time of giving the notice, intends to present for action before the membership. The notice of any meeting at which officers are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, the board intends to present for election. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal:

· Removing an officer without cause

· Amending the articles of incorporation

· Voluntarily dissolving the Grad Nite Boosters

Member action on such items is invalid unless the notice or written waiver of notice states the general nature of such proposals.

Section 6. MANNER OF GIVING NOTICES. Notices of any meeting shall be given either personally or telephonically, or by mail or telegraphic or other written communication (including email), charges prepaid, addressed to the member at the address of that member appearing on the membership list of the Grad Nite Boosters or given by the member to the organization for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or telephonically or deposited in the mail or sent by other means of written communication.

Section 7. QUORUM. Five (5) members shall constitute a quorum for the transaction of business at a meeting of the members. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

Section 8. RULES OF ORDER. Except where otherwise provided in these by-laws, all meetings of the membership shall be conducted according to the then current edition of Robert’s New Revised Rules of Order.

Section 9. VOTING. Voting may be by voice or by ballot, provided that any election of officers be by ballot if demanded by any member before the voting begins.

Section 10. RECORD DATE FOR MEMBER NOTICE OF VOTING. For the purpose of determining which members are entitled to receive notice of any meeting to vote, the Executive Board may fix, in advance a “record date” which shall not be more than sixty (60) nor fewer than five (5) days before the date of any such meeting. Only members of record on the date so fixed are entitled to notice or to vote, except as otherwise provided in the articles of incorporation, by agreement, or in the California Nonprofit Public Benefit Corporation Law.

ARTICLE VI. – OFFICERS

Section 1. OFFICERS. The officers of the Grad Nite Boosters shall be a President, a Vice-President, a Secretary and a Treasurer.

Section 2. ELECTION OF OFFICERS. Officers shall be elected or appointed in accordance with the provision of Article IX of these by-laws.

Section 3. POWERS. The officers shall exercise the powers of the Grad Nite Boosters, control its property, and conduct its affairs, except as otherwise provided by law.

Section 4. QUALIFICATIONS. Any member of the Grad Nite Boosters is qualified to be elected an officer as provided in these by-laws.

Section 5. RESIGNATIONS. Any officer may resign effective on giving written notice to the President, the secretary or the Executive Board. If the notice specifies a later time for that resignation to become effective, the Executive Board may, before the effective date of the resignation, elect a successor to take office upon the effective date of the resignation. In the event of an immediate resignation, the executive board may appoint a successor to take office upon appointment. At the discretion of the Executive Board, three (3) unexcused consecutive absences from regular meetings of the Executive Board shall constitute resignation, effective at the conclusion of the third such meeting. Three (3) unexcused absences in one fiscal year from regular meetings of the Executive Board shall be grounds for removal by a majority vote of the Executive Board, such removal to take effect upon such vote.

Section 6. REMOVAL FROM OFFICE. Any officer may be removed from office upon the vote of two thirds (2/3) of the membership present at a regular meeting.

Section 7. COMPENSATION. Officers shall serve without compensation.

Section 8. ORDER OF SUCCESSION OF OFFICERS. In the event of a vacancy in the office of President, the duties of that office shall be assumed first by the Vice-President. In the event the Vice-President is unable to continue as Acting President, the following order of succession shall be established: Secretary, Treasurer.

Section 9. PRESIDENT. The President shall be the chief executive officer of the Grad Nite Boosters and shall generally supervise, direct, and control the business and the officers of the Grad Nite Boosters. He or she shall preside at all meetings of the members and at all meetings of the board, shall appoint all committees and be an ex-officio member thereof, and shall have such other powers and duties as may be prescribed by the Executive Board or the by-laws.

Section 10. VICE-PRESIDENT. In the absence or disability of the President, a Vice-President designated by the Executive Board shall perform all the duties of the President and, when so acting, shall give all the powers of and be subject to all the restrictions upon the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed by the President, the Executive Board, or the by-laws.

ARTICLE VII. – EXECUTIVE BOARD

Section 1. POWERS. The business and the affairs of the Grad Nite Boosters shall be managed and all powers shall be exercised by or under the direction of the Executive Board, subject to the provision of the California Nonprofit Public Benefit Corporation Law and any limitations in the articles of incorporation and these by-laws relating to actions required to be approved by the members. Without prejudice to such general powers, and subject to the same limitations, the Executive Board shall have the power to:

(a) Prescribe the powers and duties of all officers, agents, and employees of the Grad Nite Boosters that are consistent with law, with the articles of incorporation, and with these by-laws.

(b) Change the principal office or other office from one location to another; cause the organization to be qualified to do business in any other county, state, territory, dependency, or country and conduct business within or without the State of California; designate any place for the holding of any members’ meetings, including annual meetings; and set the dates for the fiscal year of the organization.

(c) Adopt, make, and use a corporate seal; prescribe the form and certificates of membership; and alter the form of the seal and certificate.

(d) Incur indebtedness on behalf of the organization.

Section 2. EXECUTIVE BOARD COMPOSITION. The Executive Board shall be composed of the officers of the Grad Nite Boosters, the Assistant Principal for Student Services of John F. Kennedy High School, and the chairperson of each committee.

Section 3. REGULAR MEETINGS. Regular monthly meetings of the Executive Board shall be held at such time and in such place as shall from time to time be fixed by the Executive Board. Such regular meetings may be held without notice. These meetings shall be open to all voting members of the Executive Board and to all others by invitation.

Section 4. SPECIAL MEETINGS. The President or any two (2) officers may call special meetings of the Executive Board for any purpose or purposes at any time. Such meetings of the Executive Board shall be at any location that has designated in the notice of the meeting.

Section 5. NOTICE. Notice of time and place of special meetings shall be delivered personally or by telephone to each board member or sent by mail or telegram or other facsimile transmission (including email), charges prepaid, addressed to each board member at that member’s address as it is shown on the records of the organization. In case the notice is mailed, it shall be deposited in the U. S. Mail at last four (4) days before time of holding the meeting. In case the notice is delivered personally or by telephone or by telegram or other facsimile transmission, it shall be delivered at least forty-eight (48) hours before the time of holding the meeting. The notice must specify the purpose and the place of the meeting.

Section 6. MEETINGS BY CONFERENCE CALLS. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all members participating in the meeting can hear one another, and all such members shall be deemed to be present in person at the meeting.

Section 7. QUORUM. A majority of the authorized members of the board shall constitute a quorum for the business. Every act or decision done or made by the members present at a meeting duly held shall, subject to the provisions of California Nonprofit Public Benefit Corporation Law for approval of contracts or transactions which a direct or indirect material financial interest, appointment of committees, and indemnification of members, be regarded as the act of the Executive Board.

Section 8. ADJOURNMENT. A majority of the members present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 9. NOTICE OF ADJOURNMENT. Notice of the time and place of the reconvening of an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case personal notice of the time and place shall be given to the members who were not present at the time of the adjournment before reconvening the adjourned meeting.

Section 10. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Executive Board may be taken without a meeting if all members of the board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Executive Board. Such written consents shall be filed with the minutes of the proceedings of the board.

ARTICLE VIII. – COMMITTEES

Section 1. COMMITTEES OF OFFICERS. The Executive Board may, by resolution adopted by a majority of the officers then in office, designate one or more committees to serve at the pleasure of the board. The board may designate one or more officers as members or alternate members of any committee who shall have the right to attend all meetings of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) The approval of any action which, under the California Public Benefit Corporation Law, also requires members’ approval

(b) The filling of vacancies on the Executive Board or in any committee.

(c) The fixing of compensation of officers for serving on the board or on any committee.

(d) The amendment or repeal of by-laws or the adoption of new by-laws.

(e) The amendment or repeal of any resolution of the Executive Board which by its terms is not amendable or repealable.

Section 2. MEETINGS AND ACTIONS OF COMMITTEES. Meetings shall be held, and actions of committees shall be governed by and taken, in accordance with the provisions of Article VII of these by-laws concerning meetings of the Executive Board, with such changes in the context of these by-laws as are necessary to substitute the committee and its members for the Executive Board, except that the time for regular meetings of committees may be determined either by resolution of the Executive Board or by the committee. Special meetings of committees may also be called by resolution of the Executive Board. Notice of special meetings of committees shall also be given to all alternate members. The Executive Board may adopt rules for the government of any committee not inconsistent with the provisions of these by-laws.

ARTICLE IX. – ELECTIONS

Section 1. NOMINATIONS. A nominating committee shall be elected by the membership. The President shall chair the nominating committee. The nominating committee shall consist of five (5) members and two (2) alternates, all members of the Grad Nite Boosters. A slate of nominees shall be presented at the regular April meeting each year. Nominations from the floor may be made following the report of the nominating committee, or at the regular May meeting prior to voting.

Section 2. ELECTIONS. Officers are to be elected at the regular May meeting each year.

Section 3. ASSUMPTION OF OFFICE. New officers shall assume their duties at the regular July meeting of the new fiscal year.

Section 4. VACANCIES. Should a vacancy occur of the officers, the Executive Board shall appoint a replacement to fill the office.

ARTICLE X. – GENERAL BOOSTER MATTERS

Section 1. CHECKS, DRAFTS, AND EVIDENCES OF INDEBETENESS. All checks, drafts, or other orders for payment of money, and all notes or other evidences of indebtedness issued in the name of or payable to the Boosters shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by the Executive Board and shall require two signatures.

Section 2. ORGANIZATION CONTRACTS AND INSTRUMENTS. The Executive Board, except as otherwise provided in the by-laws, may authorize any officer, officers, agent, or agents to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority is confined to specific instances. Unless so authorized or ratified by the Executive Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the organization by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 3. CONSTRUCTION AND DEFINITION. Unless the context requires otherwise, the general provision, rules of construction, and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these by-laws.

ARTICLE XI. – RECORDS AND REPORTS

Section 1. INSPECTION RIGHTS. Any member of the Grad Nite Boosters may, at any reasonable time:

(a) Inspect and copy the records of the members’ names on five (5) days prior written demand of the Secretary, stating the purpose for which the inspection rights are requested, and

(b) Obtain from the Secretary, on written demand and on tender of the secretary’s usual charge, if any, for such a list, a list of names of members who are entitled to vote for the election of officers as of the most recent record date for which that list has been compiled or as of a date specified by the member after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the secretary on or before the later of ten (10) days after the demand is received or the date specified in the request as the date by which the list is to be compiled. Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.

Section 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BY-LAWS. The Grad Nite Booster organization shall keep at its principal executive office the originals or copies of its articles of incorporation and by-laws as amended to date, and they shall be open to inspection by the members at all reasonable times.

Section 3. MAINTENANCE AND INSPACTION OF OTHER CORPORATE RECORDS. The minutes and accounting books and records shall be kept in written form and shall be open to inspection upon the written demand of any member at any reasonable time for any purpose reasonably related to the member’s interests in the organization. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts.

Section 4. INSPECTION BY OFFICERS. Every officer shall have the right at any reasonable time to inspect all books, records, documents, and physical properties of the organization. This inspection by an officer may be made in person or by an agent or attorney and the right of inspection include the right to copy and make extracts of documents.

Section 5. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the Grad Nite Boosters organization for each monthly period of each fiscal year, and any accompanying balance sheet of the organization that has been prepared by the organization at the end of such period shall file in the principal executive office of the organization for thirty-six (36) months. Each such statement shall be exhibited at all reasonable times to any member. On written request, a copy shall be mailed to any member. The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of any authorized officer of the Grad Nite Boosters organization that the financial statements were prepared without audit from the books and records of the organization.

Section 6. AUDIT. An audit of the treasurer’s books shall be conducted once a year prior to the end of the fiscal year and the results reported to the organization. The auditor shall be selected and approved by the Executive Board.

Section 7. ANNUAL REPORT TO MEMBERS. So long as this organization does not have more than one hundred (100) members or ten thousand dollars ($10,000) in assets at any time during its fiscal year, the annual report to members referred to in Section 6321 of the California Nonprofit Law may be dispensed with. However, the secretary of the organization shall, within one hundred twenty (120) days of the close of the organization’s fiscal year, provide to the officers, and to those members who request in writing, a report containing the following information in reasonable detail:

(a) The assets and liabilities, including the trust funds, of the organization as of the end of the fiscal year;

(b) The principal changes in assets including trust funds, during the fiscal year;

(c) The revenue and receipts of the organization, both unrestricted and restricted to the particular purposes, for the fiscal year; and

(d) The expenses and disbursements of the organization, for both the general and unrestricted fiscal purposes during the fiscal year.

Any provision of the by-laws notwithstanding, the organization shall furnish annually to its members the statements required by Section 6322 of the California Nonprofit Benefit Corporation Law.

ARTICLE XII. – INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND OTHER AGENTS.

Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purpose of this article, “agent” means any person who is or was an officer, employee, lawyer, accountant, or any other agent of this organization or is or was serving at the request of this organization as an officer, employee, lawyer, accountant, or any other agent of this organization; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Section 4 or Section 5 of this article.

Section 2. ACTIONS BROUGHT BY PERSONS OTHER THAN BY THE CORPORATION. Subject to be made pursuant to Section 5 below, the organization shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceedings other than an action brought by, or on behalf of, this organization, or by an officer or person granted related status by the Attorney General on the ground that the defendant officer was or is engaging in self-sealing within the meaning of California Corporation Code Section 5233, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.

Section 3. ACTIONS BROUGHT BY OR ON BEHALF OF THE ORGANIZATION.

(a) Claims settled out of court. If an agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of the organization, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding.

(b) Claims and suits awarded against agent. This organization shall indemnify a person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by or on behalf of this organization or by reason of the fact that the person is or was an agent of this organization, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:

1. The determination of good faith conduct required by Section 5 below must be made in the manner provided for in that section, and

2. Upon application, the court in which the action was brought must determine that, in view of all the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this organization has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this article, or in defense of any such claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. REQUIRED APPROVAL – DETERMINATION OF AGENT’S GOOD FAITH CONDUCT. The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following:

(a) Required standard of conduct. The agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner believed to be in the best interest of this organization, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this organization or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.

(b) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with subparagraph (a) above shall be made by:

1. The Executive Board by a majority vote of a quorum consisting of members who are not parties to the proceedings, or

2. The court in which the proceeding is or was pending. Such determination may be made on application brought by this organization or the agent of the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this organization.

Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by this organization before the final disposition of the proceedings on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined that the agent is entitled to be indemnified as authorized in this article.

Section 7. CONTRACTURAL RIGHTS OF NON-OFFICERS. Nothing contained in this article shall affect any right to indemnification to which persons other than directors and officers of this organization may be entitled by contract or otherwise.

Section 8. LIMITATIONS. No indemnification or advance shall be made under this article, except as provided in Section 4 or Section 5, in any circumstances where it appears:

(a) That the indemnification or advance would be inconsistent with a provision of the articles of incorporation, a resolution of the members, or an agreement in effect at the time or accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification, or

(b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 9. INSURANCE. Upon and in the event of determination by the Executive Board to purchase such insurance, this organization shall purchase and maintain insurance on behalf of any agent of the organization against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status of such, whether or not this organization would have the power to indemnify the agent against that liability under the provision of this section.

ARTICLE XIII. – BY-LAWS AND AMENDMENTS

Section 1. DATE EFFECTIVE. These by-laws shall become effective immediately upon their adoption.

Section 2. AMENDMENT BY MEMBERS. New by-laws may be adopted or these by-laws may be amended or repealed by the vote of a majority of the voting members present at a meeting called for the purpose or at a regular meeting, provided proposed amendments have been presented at the preceding regular meeting. All voting members shall be informed of any proposed amendment seven (7) days prior to the meeting date at which the amendments are to be voted upon.

Section 3. AMENDMENT BY OFFICERS. Subject to the rights of members under Section 2 of this article, by-laws, other than a by-law fixing or changing the authorized number of officers, may be adopted, amended, or repealed by the Executive Board. However, if the articles of incorporation or by-laws provide an indefinite number of officers within specified limits, the executive board may adopt or amend a by-law fixing the exact number of officers within those limits.

ARTICLE XIV. – FISCAL YEAR

Section 1. FISCAL YEAR. The fiscal year of the Grad Nite Boosters shall begin on the first of day of July and end the last day of June of each year.