South Williamsport Youth Football & Cheerleading Association, Inc. By-Laws

Transcription

1 South Williamsport Youth Football & Cheerleading Association, Inc. By-Laws Article 1: Name Section 1. This organization shall be known as the South Williamsport Youth Football & Cheerleading Association, Inc. (hereafter referred to as the Association.) Article 2: Mission Statement and Affiliation Section 1: The Mission of the Association shall be to promote and administer the game of football and the activity of cheerleading for the youth of the South Williamsport Area School District. To accomplish this purpose, the Association shall: A. Develop and encourage good sportsmanship in youth, parents, and coaches along with improved playing and athletic proficiency; B. Provide an opportunity for youth of South Williamsport, Pennsylvania to play football and participate in cheerleading activities in an environment of competition; C. Promote interaction between the youth of South Williamsport, Pennsylvania and youth of other communities within Lycoming County, Pennsylvania by encouraging and assisting in the development of programs, leagues and teams in South Williamsport and other nearby communities; Section 2. Beyond the primary purpose and methods outlined in herein, the Association may, from time to time, adopt other such purposes and methods so long as they are not to be found in direct conflict with the original chartered purpose stated herein. In this allowance, the Association shall: A. Strive to develop programs which serve all players, regardless of age, skill level, or residency, and foster an environment of fun, fitness, development, understanding and love of cheerleading and the game of football in players, parents, coaches and referees; B. Conduct activities exclusively within the purview and perform any other purpose which nonprofit corporations are authorized under the Pennsylvania Nonprofit Corporation Law of 1988, Pa.C.S.A et seq. and of Section 501(C)(3) of the Internal Revenue Code or the corresponding sections of any future federal tax code. Section 3. The Association shall be affiliated with the Lycoming Independent League (a local youth football and cheerleading organization).

2 Article 3: Membership and Meetings of Members Section 1. The membership of the Association shall include all football player and cheerleading participants, parents or guardians of participants, and volunteers/persons that wish to be members. There shall be the following classes of members: A. Child Participant Member: Any child who is eligible to participate in either football or cheerleading under the rules promulgated by the Association and who attends the South Williamsport School District Elementary School shall be eligible to participate in the Association s football and cheerleading program, but shall have no voting rights with respect to Association matters. B. Adult Regular Member: Any adult actively interested in furthering the objectives of the Association may become a member with voting rights and such person shall become an Adult Regular Member upon either: (1) Registration of his or her child that meets the requirements of participation in the program, or (2) Election by the Board of Directors (such individuals generally do not have children participating in the program but who wish to assist in delivery of the Association s goals or objectives. C. Sustaining Member: Any person may be elected as a Sustaining Member by the unanimous vote of all Board of Directors. Section 2. Termination of Membership, Suspension of Membership. All Child Participant Members, Adult Regular Members (including head coaches and their assistants in any and all capacities, shall lose Membership tenure as such immediately as of the end of the football/cheerleading season. The Board of Directors, by two-thirds vote, shall have the authority to discipline or suspend or terminate the membership of any Member of any class when the conduct of such person is considered detrimental to the best interests of the Association. Section 3. Annual General Organizational Meetings. The annual general organizational meeting of the members shall be at or near the end of the annual football/cheerleading season at such specific time and place as may be fixed by the Board of Directors. Notice of the annual organizational meeting shall be given at least ten (10) days prior to the meeting by either mail or posting on the Association website. A quorum for the transaction of business shall be established by one-third or more of the membership represented either in person or by proxy and a vote of the majority of those present shall be considered the act of the Association. At the membership meeting, the voting shall be by voice, unless a secret ballot is requested and approved by the Board of Directors. Each Adult Regular Member and Sustaining Member shall be entitled to one vote on any question. A primary function at each annual general organizational meeting of the members shall be to elect the members of the Board of Directors for the following year. Section 4. Other Member Meetings. Meetings of the general membership other than annual general organizational meetings may be called at any time by the President of the Association or by a majority vote of the Board of Directors for such purpose(s) as established by the Board of Directors.

3 Article 4: Board of Directors and Board Meetings. Section 1. The Directors shall be elected at the annual general organizational meeting. Each Director shall be an individual possessing an active interest in youth sports and have a working knowledge of football or cheerleading. Each Director elected at the general organizational meeting shall hold such office for a term of one year; that term commencing on January 1 and ending on December 31 of each year. Section 2. Duties. The Board of Directors shall have general charge of and authority over the property and activities of the Association. The duties of the Board of Directors shall be to conduct the business of the Association and to do all things in the interest of the Association as authorized by the By-Laws or otherwise by law and to specifically appoint and approve all officers of the Association, all coaching personnel; approve and appoint all game officials; purchase and maintain appropriate insurance for the protection and welfare of the players, coaches and assistant coaches; provide and/or provide awards to be given in the Association s name for athletic excellence, victories or service; approve committee rules, hear and decide protest or complaints registered by or against any member or the activities of the Association Section 3. Board Meetings and Notice. Meetings of the Board of Directors shall be held at such date, time, location and frequency as determined by the President of the Association or a majority of the Board or Directors. Notice of such meetings of the Board shall not be required to be given, except as otherwise expressly required herein or by law, except that whenever the time or place of regular meetings shall be initially fixed or changed, notice of such action shall be given promptly by telephone or otherwise to each director not participating in such action. Section 4. Board Organization and Manner of Acting. At all meetings of the Board of Directors, the presence of a least majority of the full Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Resolutions of the board shall be adopted, and any action for the board at a meeting upon any matter shall be taken and be valid, with the affirmative vote of at least a majority of the Board of Directors present. In the event of any deadlock by vote of the Board of Directors, the President s vote shall break such tie. The President shall preside at all meetings of the Board. In the absence of the President, the directors shall select a member of the Board to preside; and in the absence of the Secretary, the presiding officer shall designate any person to take the minutes of the meeting. A. Record Keeping. Minutes of the previous meetings of the Board shall be read and approved. B. Resignations/Appointments. Any Director may resign by submitting to the President his/her resignation, which need not be accepted to make it effective and shall be effective immediately upon its receipts by such officer. Any such vacancy on the Board will be filled by appointment by vote of the majority of the remaining Directors. Any individual Director may be removed from office at any time without assigning any cause, by majority vote of the remaining members of the Board of Directors. If any board member misses two consecutive meetings, he/she may be considered for replacement by the majority of the remaining board. At the

4 majority of the boards discretion, exceptions may be made for family or other emergencies. C. Nomination and Election. Prior to the annual general organizational meeting the President shall appoint a nominating committee of three members of the Association who shall make nomination from the members of members willing to serve as Directors for election at the annual general organizational meeting. Additionally, any ten (10) members may make additional nominations by handing the same to the Secretary of the Association at the general organizational meeting prior to the close of nominations at such meeting. D. Committees. Standing or temporary committees may be appointed and filled from any interested party by the President or the Board of Directors, and the Board may invest committees with such powers, subject to such conditions, as it may see fit. All committees so appointed shall keep such record of the transactions of their meetings as the board shall direct. Any action taken by any committee shall be subject to alteration or revocation by the Board of Directors; providing however, that third parties shall not be prejudiced by such alteration or revocation. E. Compensation. Directors shall not receive any stated salary for their services. Article 5: Officers and Other Association Positions Section 1. Executive Officers. The executive officers of the Association shall be the President, the Vice president, the Secretary and the Treasurer, all of whom shall also be members of the Board of Directors, and such officer positions shall be elected by the Board of Directors. Any two or more offices may be held by the same person, except that the same person shall not be President and Secretary. Section 2. Other Association Positions. Football Commissioner, Vice President of Marketing and Fund Raising and the Cheerleading Commissioner are additional and necessary positions of the Association and such positions shall be elected by the Board of Directors. The Board of Directors may create such other positions as deemed necessary in their judgment. Section 3. The President. He/She shall preside at all meetings and direct the policies of the Association, performing such duties as deemed necessary for the proper and efficient conduct of this Association. The President shall be charged with carrying out the policies, program, orders and resolutions adopted or approved by the Board. He/She shall appoint committee chairman and members, and will serve as assistant treasurer. Section 4. Vice President. He/She shall assist the President in the performance of his duties and shall act in his or her absence. Section 5. Secretary. He/She shall be assigned the required duties as they arise and will record the minutes of the meeting and retain a copy of all minutes, By-Laws, and other Documentation that effects the orderly running of the association. Section 6. Treasurer. He/She shall perform such duties as deemed necessary for the proper conduct of this association and keeps records of all financial transactions and give a financial report at the beginning of all regularly scheduled meetings. Manages the registration process.

5 Section 7. Football Commissioner Duties. Ensures all reasonable levels of safety practices and policies, as well as rules and responsibilities are adhered to by coaches. Recruit, recommend and lead the selection process of coaches and assistant coaches. Assist in the registration process. Selecting and ordering of all components of football equipment and uniforms. Coordinate and manage, in conjunction with the equipment manager, the equipment handout and return process. Supports Fundraising events. Present a football rules training session to all football coaches prior to start of season. Attends all League meetings. Ensure communication of all pertinent information is reaching football coaches and families. Section 8. Fundraising Duties. Recruit and recommend fundraising and concession chairs. Supports fundraising events. Attends all Board meetings. Assists Treasurer in completing annual budget and supports concession stand operations. Section 9. Cheerleading Commissioner Duties. Ensure all reasonable levels of safety practices and policies, as well as rules and responsibilities are adhered to by coaches. Select coaches and helpers responsible for day-to-day activities of the squads. Selecting and ordering of all components of the Cheerleading outfit. Supports Fundraising events. Coordinate and manage a game schedule. Ensure communication of all pertinent information is reaching Cheerleading coaches and families. Section 10. Vacancies. Vacancy in any office or position by reason of death, resignation, removal, disqualification or any other cause shall be filled by appointment by the Board of Directors for the duration of the respective term of office. Section 11. Delegation of Duties. In case of the absence of any officer or other position of the Association, or any other reason that the Board may deem sufficient, the Board of Directors may delegate for the time being the powers and duties, or any of them of such officer to any other officer or director or other person whom it may select. Article 6: Rules/Eligibility of Players Section 1. Rules & Eligibility. Lycoming Independent League rules apply. Section 2. Parental Release. At registration, each parent or guardian shall be required to sign a Release of Liability and Medical Release form on behalf of the child. The execution of this form shall represent an affirmation that the player or cheerleader is in good health and that the child is able to participate in all facets of the Association s activities. Section 3. Registration and Fee Waivers. The Board shall set the football player and cheerleader registration fee for each season. The inability to pay the fee will require the completion of an application to qualify for a fee waiver, which shall be submitted to the Board for approval. All applications will be held in the strictest confidence by the Board. If by the first game, the registration form and fee is not on file with the Association, then the child will not be allowed to participate.

6 Article 7: Coaches Section 1. A written application must be completed by each applicant regardless of prior participation or experience as a coach. All Coaches will be screened and approved by the Board. Section 2. All Head Coaches and Assistant Coaches must be a minimum of twenty-one (21) years old and should have prior coaching experience. No person shall be permitted to become a Head Coach or Assistant Coach if that per has been convicted of any crime of child neglect, endangerment or abuse. Background checks must be performed by the Board. False or misleading information provided in the application will be grounds for immediate termination and dissociation from the Association. Section 3. Mentor Program. Two special assistants who are young students from the junior and senior high level may be recruited by the Head Coach of each team to assist, learn and coach in the League Mentor Program. Article 8: Liability Section 1. All officers, directors, members, coaches, assistant coaches, officials and other managerial or supervisory personnel are not responsible for injuries to persons or damage to property and such person participate in the programs and activities of Association at their own risk. Article 9: Dissolution Section 1. In the event that circumstances would require dissolution of this Association, the Board of Directors shall after payment of all liabilities, dispose of all the Association assets exclusively, for the purposes and in such a manner or to such an organization organized and operated exclusively for charitable, educational, athletic, religious, or scientific purposes as shall at the time qualify for exemption under Section 501 c 3 of the Internal Revenue Code of 1954, as amended, so as to not divert said assets from the objects for which they we originally intended and no distribution of said assets shall be to any Association member or private individual. Article 10: Indemnification Section 1. The Association may indemnify each Director, Officer and Agent against liabilities (including judgments and fines and reasonable attorney s fees, costs and expenses) incurred by him or her in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (any of which is hereinafter referred to as a proceeding ), to which he or she may be made a party by reason of his or her being or having been a Director, officer or agent of the Association, except in relation to any proceeding in which he or she has been adjudged liable because of willful misconduct, bad faith, or gross negligence

7 involved in the conduct of his or her office, or in relation to any criminal proceeding in which he or she had reasonable cause to believe his or her conduct was unlawful (any of which behavior is hereinafter referred to as misfeasance), provided, however, that even if he or she is guilty of misfeasance he or she shall be entitled to such indemnification as shall be finally ordered by a court. In the event, of the disposition of any proceeding in which no determination of misfeasance has been made, such indemnity shall be conditioned upon a prior determination that the director or officer acted in good faith and without misfeasance, and that such payments or obligations are reasonable. Such determinations shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding, (ii) by independent legal counsel in a written opinion if such a quorum is not obtainable, or, even if obtainable, if a majority of disinterested Directors so directs. Directors eligible to make any such determination or to refer any such determination to independent legal counsel must act with reasonable promptness when indemnification is sought by any director or officer. Expenses incurred in defending any proceeding may be paid by the corporation in advance of the final disposition of such proceeding, if authorized in the manner set forth in the preceding paragraph, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount unless it shall ultimately be determined that he is entitled to indemnification. Every reference herein to Director or Officer shall include every director or officer or former director or officer of the Association and, in all such cases, the heirs, executors, and administrators of such officer or director. The Association may further indemnify each officer and director in any other manner permitted by law. Article 11: Amendments Section 1. Any proposal to amend, change, alter, add or delete any provisions of Associations By-Laws shall be effected by a majority vote of the Board of Directors present at a Director s meeting whereby specific written notice of the proposed amendment was given not less than five (5) days prior to any special or regular Director s meeting. Adopted the day of, 2013 Secretary