THE FOREST LAKE ATHLETIC ASSOCIATION DBA: Forest Lake Area Athletic Association BY-LAWS Revised 2-8-18 Article I - Name and Location The name of this Corporation shall be The Forest Lake Athletic Association (FLAAA). DBA: Forest Lake Area Athletic Association (FLAAA) The principal office shall be located in Forest Lake, MN. Other offices for the transaction of business shall be such places as the Board of Directors may from time to time determine. Article II FLAAA Membership and Membership Meetings Parents or guardians of persons enrolled in any of the approved programs, have membership. Coaches, Board of Directors members and Adult Volunteers (18+ years) for each authorized Sport shall be considered as members. The Annual Meeting of the membership shall be held the third Tuesday of January in each year, at the location and time specified by the Board. Special Meeting of the Board of Directors members may be called at any time by the President and in his/her absence by the Vice-President, or by a majority of the Directors. Notice of time and place of Annual Meetings shall be published electronically, and shall be distributed to all Members at least (10) ten days before the date of such meetings. Section 5. In addition to the Annual and Special Meetings, there shall be a monthly meeting on the third Tuesday of each month, at a location and time, as determined by the Board. Section 6. Only FLAAA Board of Directors members in good standing shall be eligible to vote in the Annual or Monthly meetings or Special meeting of this corporation. Proxies are not recognized. Good standing includes attendance at 66% (2/3) of regularly scheduled meetings in the previous year or from the Sports director s appointed month. Section 7. Each Sport with an Executive Board shall have all Executive Officers of the Sport attend at least two (2) FLAAA Board of Directors meetings each year in addition to the All Sports Officers Meeting to maintain good standing in the FLAAA organization. Section 8. An All Sports Officers meeting will be held in May and November on the 1st Wednesday of those months. 1
Article III FLAAA Board of Directors The business and property of the corporation shall be managed by a FLAAA Board of Directors, who shall be elected at the Annual Meeting. At least (15) fifteen people shall be active on the FLAAA Board and FLAAA Board of Directors. The FLAAA Secretary must have current and correct contact information for those people. Only a member of the FLAAA Board of Directors may make or second motions. The FLAAA Board of Directors shall consist of: President, Vice President, Secretary, Treasurer, Gambling Manager, at least (2) two and no more than (8) eight members at large, and one Sport Director of Baseball, Fastpitch, Football, Lacrosse, Hockey, Basketball, Volleyball, Adult League, and Modified Pitch Softball. Section 5. The President, Vice President, Secretary, Treasurer, and Gambling Manager will serve as the Executive Committee. Sports Directors shall be approved by the Board of that Sport and only serve if approved by the FLAAA Board of Directors. The Sports Director must be a Board Member or Committee Member of the Sport, with full voting rights of the Sport. Section 6. A quorum for the transaction of business at any of the FLAAA Board of Directors Regular Meeting or Special Meeting shall consist of a minimum of 30% of current Board of Directors members. Section 7. Vacancies in the FLAAA Board of Directors shall be filled by appointment by the President and approved by the Board of Directors and that appointment shall continue until the next Annual Meeting. Section 8. The FLAAA Board of Directors may remove one of their own members for cause at a regular meeting, upon threefourths (3/4) vote of the Board of Directors. Absence from two (2) successive Board meetings without approval of the President or without valid reason shall be deemed sufficient cause for removal. Section 9. Each member of the FLAAA Board of Directors shall have a background check certified by FLAAA, which shall confirm suitability as a member of the Board every (2) two years. Article IV - Officers The Officers of this Corporation shall be: President, Vice-President, Secretary, Treasurer, and Gambling Manager. The President shall: 1. Preside at Directors and Membership Meetings 2. Have general supervision over affairs of the Corporation 3. Have supervision over other officers and directors 4. Execute any contracts with the FLAAA Board of Directors approval 5. Supply second signature on Gambling account & General Account checks 6. Perform other duties as required 7. Be a signatory on all Sports Financial Accounts. (Checking, Savings, etc.) The Vice-President shall: 1. In the absence of the President, perform the duties of the President. 2. Maintain equipment and storage facility in conjunction with the Property Committee 3. Provide second signature on Gambling Account. 2
4. Perform other duties as required 5. Chair the ethics committee The Secretary shall: 1. Issue notices of Directors and Membership Meetings 2. Attend and keep minutes at meetings 3. Maintain corporate books, records, papers, & By-laws 4. Perform other duties as required 5. Provide second signature on General Fund Account. The Treasurer shall: 1. Maintain custody of all general fund monies 2. Present income, expenditures, and balanced bank statement at each monthly meeting 3. Present a financial statement at the Annual Meeting 4. Write checks for items approved by the FLAAA Board of Directors 5. Chair the Finance Committee; gather Sport budgets for the committee. 6. Perform other duties as required 7. Provide a signature on General Fund Account. The Gambling Manager shall: 1. Be appointed by the President and approved by the FLAAA Board. 2. Maintain control over all financial matters as required by the State Gambling Board. 3. Interview, Hire, Discharge gambling employees as required. 4. Conform to all laws governing the gambling industries as described by the State of MN. 5. Lease space and purchase equipment and supplies as required. 6. Maintain accurate records of gambling employees as required by law. 7. Report monthly to the Board of Directors on financial expenditures and get pre-approval for the upcoming month s expenses and lawful purpose activities. 8. Perform other duties as required. Article V - Sports Directors All Sports under the FLAAA umbrella are required to have a representative on the FLAAA Board of Directors. The Sports Director must be a Board Member of the Sport with the full voting rights of the Sport. 1. Baseball 2. Basketball 3. Fastpitch Softball 4. Hockey 5. Football 6. Modified Pitch Softball 7. Lacrosse 8. Adult League 9. Volleyball The function of the Sports Director is to be the liaison between the FLAAA Board of Directors and the Board of that Sport. The responsibilities of the Sport Director include but are not limited to: 1. Assure that financial reports are available as directed by the FLAAA Finance Committee using the format requested. 2. Assure that all of the Sport Board meetings minutes are turned in to the FLAAA Secretary immediately after approval by the Sport Board. 3. Annually or when changed, turn in a list of Board Members names, addresses, phone numbers and email addresses to the FLAAA Secretary. 3
4. Annually turn in Sports by-laws to the FLAAA Secretary. 5. Bring information to FLAAA on current organizational issues and concerns, such as problems with coaches, parents, players, policy decisions, etc. 6. Relay information to the Sports Board regarding current FLAAA issues and concerns. 7. Assure that information is turned into the Web Site chair by the stated deadlines. 8. Assure that team rosters are turned into the designated FLAAA Board of Directors Member within thirty (30) days of the Sports first game. 9. Assure that an annual budget is turned in by the stated deadline. 10. Attend FLAAA monthly meetings or arrange for a representative from the Sport to be there 11. Be available to participate in FLAAA committees or events. 12. Assure that all information is turned in for the Annual Audit as directed by the FLAAA finance committee. 13. Serve on the Sports ethics committee unless otherwise requested. 14. Assure that all the required background checks are performed for that Sport, for all coaches and Board Members. a. Background checks for the Board Members of that Sport need to be completed before their next meeting after being selected. b. Background checks for Coaches and Assistant Coaches need to be completed before they have their first practice. c. Provide a list to the FLAAA Board of all Coaches, Assistant Coaches, Team Managers and Board Members that have or have not passed the background checks. 15. Assure that concussion training certifications are performed for that Sport, for all coaches as required by that Sports governing bodies including that Sports Board and FLAAA. 16. Assure that the FLAAA President is a signatory on all Financial Accounts. (checking, savings, etc.) Article VI - Members at Large 1. Members At Large are community members not representing a specific Sport who are nominated and approved by the Board of Directors to serve on the Board of Directors. 2. Members At Large shall attend FLAAA Board monthly meetings. 3. Members At Large shall be available to participate for any other FLAAA committees and/or events 4. Members At Large shall perform other duties as required. Article VII Elections of the FLAAA Board of Directors At the Annual Meeting of the FLAAA Board of Directors the following shall be elected 1. Officers and Board of Directors members and Members at Large whose terms have expired Each individual Sport Director. All Members of the FLAAA Board of Directors with voting rights will be notified of the FLAAA Annual Meeting Officers of the Board of Directors shall all serve a two-year term with the election of Secretary and President being on alternate years with the Treasurer and Vice-President. Sport Directors shall serve a one-year term. Members at Large will serve a twoyear term, with half of them elected in odd years and half elected even years. Article VIII - Committees Each year the FLAAA Board of Directors shall assign a member to serve as Chairperson of each of the following Committees: Publicity, Finance, Property, Scholarship, Ethics, Gambling and Bylaws. Each Chairperson may choose to have their own committee members. 4
The duties of the Standing Committees shall be as follows: Publicity/Web Site: 1. Shall publicize activities of the corporation and shall develop programs for informing the community of FLAAA purposes and activities. 2. Only FLAAA Board designated individuals shall post on behalf of the Corporation. Financial: 1. Shall review and approve all budgets and post-season recaps annually. This committee shall consist of the FLAAA Executive Board and others as appointed. Property: 1. Shall supervise the storage location and see that all equipment conforms to safety requirements and also maintain a current inventory of all capital equipment and including physical inventory of Sports equipment. 2. This committee shall include the Sports Director from each approved Sport. 3. The Vice-President will provide an inventory of all capital equipment owned by FLAAA. This inventory should be updated at the time of the purchase of any additional equipment. Gambling Committee: 1. Randomly audit 5-10 closed games quarterly and report back to the Board of Directors the findings. 2. Review financial and site profitability quarterly. 3. Assist Gambling Manager as requested. Ethics: 1. This committee shall include the Sports Director from each of the approved Sports. 2. Shall review disputes not resolved by individual Sports. 3. Each of the approved Sports is required to have an Ethics committee with a minimum of 3 members. Scholarship: 1. Shall review and distribute applications and criteria to high schools in the geographical district 831. 2. Shall meet to review and select recipients. By Laws: 1. This committee shall consist of the Executive Committee and others as appointed. 2. Shall review and make recommendations for FLAAA and all other activities by laws and philosophies. Special Committees as required Article IX - Sports All Sports of this corporation are subject to approval and financial oversight by the FLAAA Board of Directors. All contracts over $5,000.00 that is not a budgeted item by any Sport using FLAAA s federal ID number may not be entered into unless pre-approved by the FLAAA Board of Directors. Sports, that do not have a full functional Board of their own, are considered to be under the Rules and Regulations of FLAAA by-laws. Section 3 Each Sport should encourage the involvement of high school coaches. High school coaches may serve as an advisor (not a Board member) and voting rights shall be controlled by each individual Sport. The approved Sports will set up their own guidelines for coaches selection, officials, schedules, and administrative matters. 5
Section 5. A. The Board of Directors of FLAAA shall vote to accept or not accept each approved individual Sport into the tax-exempt status. FLAAA s Executive Committee will identify the rules and obligations that the taxexempt Sports will need to follow. FLAAA will notify each individual Sport in writing of their acceptance into the tax-exempt status. FLAAA will also convey in writing to each Sport the rules and obligations with which it must be in compliance. B. Rules and obligations for tax-exempt status Sports: 1. Organize its membership. 2. Appoint officers. 3. Develop Sport by-laws. 4. Hold and record meetings as described in those by laws. 5. Establish a checking account requiring 2 signatures in addition to the President of FLAAA. 6. Develop internal accounting controls. 7. Comply with all requirements of Article V. C. Individual Sports must comply with all duties specified in Article 5. Failure to comply with these duties within two weeks of required submittal shall constitute as non-compliance with the rules of FLAAA. D. Individual Sports not complying with all rules and obligations described above in Subsection B. may be removed from the organization. The Sport shall receive one (1) written warning requiring compliance with the rules within thirty (30) calendar days before the FLAAA Board of Directors may remove the Sport from the organization. Article X - Meetings All meetings shall be conducted under Roberts Rules of Order where they are not in conflict with these by-laws. Common sense shall be the principal order of meeting conduct. Article XI - Finance Monies shall be deposited in a bank as approved by the Board of Directors, and all expenditures shall be by a majority vote at the meeting where they were requested. The Sports books shall be audited a minimum of once per year by an outside auditing firm. This shall be done at the end of the fiscal year. The Corporation shall have a fiscal year beginning January 1 st, and ending December 31 st. No solicitation for money, prizes, and /or other items shall be permitted without the authorization of the FLAAA Board of Directors. The exceptions will include post season tournaments and team sponsorships. All solicitation must be done within the rules/statutes governing charitable gambling. Section 5. The organization shall maintain one or more accounts for General Fund and at least one account for gambling funds. Approved activities may maintain their own organization funds as previously outlined in Article VII. Section 6. All checking accounts require 2 signatures in addition to the President of FLAAA. If there is an approved debit card attached to an account one signature is acceptable as long as the expense has been previously approved at a meeting or is under $250.00. Section 7. Officers may at their discretion spend up to $250.00 without prior board approval. They must report this expenditure at the next meeting. 6
Section 8. No Sport shall use FLAAA s federal ID number or name for a credit/debit card without prior approval of the FLAAA board. Section 9. The FLAAA Board of Directors shall determine who shall be bonded and the amount of each bond. Article XII - Charitable Gambling Funds The primary use of the charitable gambling net profit shall be for promoting youth activities in geographic school district 831 area. The 80/20 rule must be adhered to: 80% of each Sport s rosters must reside or attend school in ISD 831 to be eligible for charitable gambling funds. Requests may be submitted either in writing or in person at a monthly meeting. Upon receiving a request any member of the FLAAA Board of Directors may make a motion to approve, or to table and request more information. If a request has been approved, the Gambling Manager and the requesting party shall work together to assure proper compliance with all Minnesota Charitable Gambling Rules and Regulations are met. Money shall be distributed in the form of a check, as funds become available. No request shall be approved if the Sport has not complied with all requirements of Article 5 by the date required. Approval may be granted after compliance is achieved. Article XIII Behavior FLAAA does not condone and will not tolerate harassment (e.g., emotional, sexual, bullying, harassment, and hazing) of any individual, player, coach, Board of Directors Member or member. All members and those affiliated with FLAAA and participants in any FLAAA sponsored activity shall be treated with dignity and respect. It is the policy of FLAAA that harassment of any person shall not be tolerated for any reason. Failure to adhere to this policy will result in disciplinary action up to and including termination of FLAAA membership and/or banning from any FLAAA sponsored activity. FLAAA has a zero-tolerance policy concerning harassment of any kind. Contact the specific Sport Board immediately if you, a player, or your family experiences or witnesses any form of harassment. Social Media, mobile and electronic communications policy. A. The improper use of mobile and electronic communications is misconduct and is not tolerated.. B. Email, text messaging and similar communications between coaches, team managers, and players must be non-personal in nature and be for purpose of communicating information about team activities. C. Social media and other means of electronic communications cannot be used to commit abuse and misconduct. Such communications by any member shall be considered a violation of the FLAAA Behavior Policy. 7
Article XIV Amendment These by-laws may be amended or altered by a majority vote of all FLAAA Board of Directors Members at any meeting using the following procedure: After a proposal and discussion at a Board Meeting, notification of the requested change, shall be distributed to all FLAAA Board of Directors Members at least (10) ten days prior to the next Board Meeting of proposed bylaw change meeting. In no event, shall a proposed amendment be voted on earlier than 15 days after it is originally proposed. 8