Durham Sports Commission Board of Directors Meeting Wednesday, August 31 st, 2016 10:15 a.m. AGENDA I. Call to Order (packet review) A. Changes and Additions to the Agenda B. Management of Today s Meeting C. Self-Introductions of Board Members II. III. New Business A. Review of Roles and Responsibilities B. Review and Approval of Articles of Incorporation C. By-laws Review D. Review of Qualifications of an Executive Director E. Administrative Items i. Board Roster ii. Board Packets iii. Future Meeting Dates and Time iv. Election of Officers v. Committee Appointments Other Business A. Photograph of Inaugural DSC Board of Directors
State of North Carolina Department of the Secretary of State ARTICLES OF INCORPORATION DURHAM SPORTS COMMISSION INC. Pursuant to 55A-2-02 of the General Statutes of North Carolina, the undersigned corporation does hereby submit these Articles of Incorporation for the purpose of forming a nonprofit corporation. 1. The name of the nonprofit corporation is: DURHAM SPORTS COMMISSION INC. 2. The corporation is a charitable or religious corporation as defined in NCGS 55A-1-40(4). The corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 3. The name of the initial registered agent is: Shelly A. Green, an individual who resides in North Carolina 4. The street address and county of the initial registered agent s office of the corporation is: 212 W Main St, Suite 101, Durham, NC 27701 located in Durham County 5. The name of the incorporator is: Shelly A. Green, President & Chief Executive Officer Durham Convention & Visitors Bureau 212 W Main St, Suite 101, Durham, NC 27701 6. The name and address of the persons constituting the initial board of directors are: Omar Beasley 3204 Skybrook Lane Durham, NC 27703 George Habel Durham Bulls PO Box 507 Durham, NC 27702 Dan Hill 4519 Chicopee Trail Durham, NC 27707 Terrence Holt Holt Brothers Construction 421 Fayetteville St #1300 Raleigh, NC 27601 John (Tommy) Hunt 1115 Donphil Rd Durham, NC 27712 Chris Kennedy Duke University Box 9051 Durham, NC 27708 Ingrid Wicker McCree 623 Orindo Drive Durham, NC 27713 Dwight Perry 2207 Vintage Hill Drive Durham, NC 27712 Desmond Scott 614 Chandler Rd Durham, NC 27703 7. The corporation will have members as provided in the Bylaws. CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622 Revised September, 2013 Form N-01
8. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 9. The purposes for which the corporation are organized are the following: To define an overall strategy for sports tourism in Durham County. To identify and attract sporting events to Durham including bidding on regional and/or national events as well as supporting and encouraging locally-produced events that will generate visitation based on the availability and capacity of facilities and services. To develop a comprehensive sports tourism service strategy to stimulate interest and desire in attending sports tourism events as well as providing a liaison between events, organizers and fans and the facilities and services that they utilize. To develop a long-term strategy, following an assessment of unmet needs, for the expansion of existing sports facilities for increased use by residents as well as for use in sports tourism events. To educate the public about the economic, social and cultural benefits of developing a sports tourism program. To provide opportunities to Durham s youth to learn valuable skills from the hosting of sports tourism events through workshops, internships and volunteer opportunities. To engage in such other charitable and educational activities as are compatible with the above purposes. 10. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future tax code. CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622 Revised September, 2013 Form N-01
11. The street address and county of the principal office of the corporation is: 212 W Main St, Suite 101, Durham, NC 27701, located in Durham County. The email address of the corporation is 12. These articles will be effective upon filing. This is the 31 st day of August, 2016. Incorporator Business Entity Name Signature of Incorporator Type or print Incorporator s name and title, if any NOTES: 1. Filing fee is $60. This document must be filed with the Secretary of State. CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622 Revised September, 2013 Form N-01
BYLAWS OF DURHAM SPORTS COMMISSION, INC. ARTICLE I - Name The legal name of this non-profit corporation shall be Durham Sports Commission, Inc., hereinafter referred to as DSC. ARTICLE II Mission, Objectives and Purpose Section 1. Mission. The DSC is a non-profit organization whose mission is to create economic and social impact by leading the community s efforts to attract, support and promote youth, amateur, collegiate and professional sporting and recreational events. The DSC also seeks to maximize the potential of Durham s sports facilities and venues and provide leadership and guidance to the public and private sector on the development of athletic facilities and programs that will positively benefit the quality of life of the citizens of Durham. Section 2. Objectives. The objectives of the DSC include but are not limited to the following: a) To define an overall strategy for sports tourism in Durham County. b) To identify and attract sporting events to Durham including bidding on regional and/or national events as well as supporting and encouraging locally-produced events that will generate visitation based on the availability and capacity of facilities and services. c) To develop a comprehensive sports tourism service strategy to stimulate interest and desire in attending sports tourism events as well as providing a liaison between events, organizers and fans and the facilities and services that they utilize. d) To develop a long-term strategy, following an assessment of unmet needs, for the expansion of existing sports facilities for increased use by residents as well as for use in sports tourism events. e) To educate the public about the economic, social and cultural benefits of developing a sports tourism program. f) To provide opportunities to Durham s youth to learn valuable skills from the hosting of sports tourism events through workshops, internships and volunteer opportunities. g) To engage in such other charitable and educational activities as are compatible with the above purposes. 1
Section 3. Purpose. It shall be the purpose of the DSC to carry out the objectives as stated above in accordance with its Bylaws, Articles of Incorporation, Interlocal Agreements, and other policies and regulations established. The DSC shall engage in such charitable, educational, and scientific activities as may qualify it for tax exempt status under section 501(c)(3) of the Internal Revenue Code. ARTICLE III Affiliations The DSC may affiliate with other organizations and agencies as necessary in pursuit of its mission and to facilitate its objectives. Article IV - Membership Section 1. Eligibility for Membership. Membership shall be open to any organization, business, public agency, or individual that subscribes to and supports the objectives and purpose of the Durham Sports Commission. Section 2. Membership Categories and Dues. The DSC may establish categories of membership and a dues schedule as it deems appropriate. ARTICLE V Board of Directors Section 1. Membership. The governing body of the DSC shall be known as the DSC Board of Directors. The Board shall consist of nine individuals appointed in the manner set forth in the April 1, 2016 Interlocal Agreement for the Establishment of a Sports Commission by and between Durham County, the City of Durham, the Durham Convention & Visitors Bureau and the Greater Durham Chamber of Commerce, hereinafter referred to as the Interlocal Agreement. Section 2. Terms. Members of the initial Board of Directors shall be elected to staggered terms of office, with one-third of the Directors elected for one year, one-third for two years and onethird for three years. Thereafter Directors shall be elected for three-year terms. Directors shall serve no more than two consecutive terms unless they are appointed to an initial term of less than three years or they fulfill a vacancy in an existing term, in which case they are eligible to serve two full terms in addition to a partial term. Directors are not eligible for election again for a period of one year after the expiration of the second full term. Section 3. Ex-Officio Members. The Chair may appoint non-voting ex officio members to the Board for terms not to exceed one year. Ex Officio members may be reappointed by succeeding chairs for an unlimited number of terms. 2
Section 4. Attendance. The appointing bodies may establish policies for appointees and shall have the authority to dismiss Directors for failing to meet attendance requirements. The DSC shall provide attendance records as required by each appointing body. Section 5. Resignations and Filling Board of Director Vacancies. Members may resign at any time by submitting a notice of resignation to their appointing body. Vacancies will be filled in the manner prescribed by the appointing bodies. When a Director is appointed to fill a vacancy, such Director shall serve for the unexpired term of his or her predecessor in office and shall be eligible for nomination to two additional full terms. In the event a current Director s term has expired and the appointing body has not appointed a new Director, the incumbent may continue to serve until the appointing body has made a new appointment. ARTICLE VI - Officers Section1. Officers of the Board of Directors. Officers shall be Chair, Vice Chair, Secretary- Treasurer and Past Chair. a) The Chair shall preside at all meetings of the Board. The Chair may sign, with any other proper representative of the corporation authorized by the Board, any contract or other instrument which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the corporation. The Chair shall perform all other duties incident to the office and such additional duties as may be prescribed by the Board of Directors from time to time. b) In the absence of the Chair, or in the event of his/her inability or refusal to act, the Vice-Chair shall preside over meetings of the Board and perform the duties of the Chair. The Vice-Chair shall also perform all other duties incident to the office and such other duties as may be assigned from time to time by the Chair or the Board of Directors. c) Secretary-Treasurer. The Secretary-Treasurer shall ensure proper minutes of the meetings of the Board of Directors and oversee the funds and financial records of the DSC, subject to such regulations as may be imposed by the Board of Directors and in accordance with the policies and procedures of the DSC. The Secretary-Treasurer shall also perform all other duties incident to the office and such other duties as may be assigned from time to time by the Chair or the Board of Directors. d) The Past Chair shall serve as an advisor to the Chair to ensure continuity between terms of office and shall serve as chair for the nominating committee. The Past Chair shall also perform such other duties as may be assigned from time to time by the Chair. 3
Section 2. Terms of Office. The Chair, Vice-Chair and Secretary-Treasurer shall serve terms of one or two years as established by the Board. The Vice-Chair shall accede to the office of Chair at the expiration of the Chair s term and the Secretary-Treasurer shall accede to the office of Vice-Chair at the expiration of the Vice-Chair s term. At least one month prior to the conclusion of the officer s terms, the nominating committee shall nominate a Director to serve as Secretary- Treasurer, as well as other Directors to fill any vacancies and present the nominations to the board. The Board will elect officers at a scheduled meeting where proper notification is provided to all Directors at least 7 days in advance. In the event there is no Past Chair or the Past Chair is unable or unwilling to serve as Chair of the Nominating Committee, the Board may select officers in another manner of their choosing provided the nominations are approved by a majority vote of the Directors present. Section 3. Vacancies, Resignation, and Removal of Officers. Vacancies in any officer position shall be filled by the Board of Directors upon recommendation of the Nominating Committee. Any Officer may be relieved of their duties for reasons of negligence or malfeasance by an affirmative vote of two-thirds of the other members of the Board of Directors. Thirty days prior to such a vote, the Officer in question shall be provided with a written statement of the allegations against him or her and the date, time, and place of the meeting during which such allegations will be considered. ARTICLE VII Advisory Board Section 1. Advisory Board Membership. The Board of Directors shall appoint persons to serve in an advisory capacity to support the work of the organization, advise the Board on policies, and perform such duties or activities as the Board of Directors may request. The Advisory Board shall be comprised of representatives of various sport entities and sports service providers in categories as established by the DSC Board of Directors. Section 2. Terms. The DSC shall establish terms of service as it deems appropriate. ARTICLE VIII - Meetings Section 1. Board of Director Meetings. The Board shall have regular meetings at least quarterly. The Board may schedule regular meetings more frequently if necessary or desired. Written notice of meetings shall be provided to Directors and to the public via notification to the City and County Clerks, at least seven days prior to the meeting and shall include the time and place of each meeting. 4
Section 2. Special Meetings. The Board may have special meetings of the Board which may be called by the Chair or any three Directors. Written notice of special meetings shall be provided to each Director at least three days prior to the meeting. Section 3. Quorum. At all meetings a majority of the Directors shall constitute a quorum for the transaction of business. At all meetings business shall be transacted by a majority vote of all Directors present, except where the Articles of Incorporation or these Bylaws require a greater vote, and any action taken shall be deemed the action of the full Board. There shall be no vote by proxy. Section 4. Attendance by Telephone. Members may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with one another or through any technology allowable under law, but only to the extent allowed by the Board of Directors. Such participation in the meeting shall constitute presence in person at the meeting. Section 5. Action Without a Meeting. Action without a meeting may be taken by the Board of Directors if a majority of the members of the Board consent to such action. Such consent as may be made on an interim basis shall be referred to the full Board of Directors for ratification in a meeting or by mail or email vote. ARTICLE IX Compensation of Members and Directors All members and Directors of the DSC shall serve and participate on a voluntary basis and receive no compensation for their time and service. Actual expenses incurred by members or Directors while conducting DSC business may be reimbursed as approved in advance by the board and in accordance with financial policies and procedures. ARTICLE X Committees Section 1. Standing Committees. The standing committees of the DSC shall be: a) Grants and Incentives. This committee is responsible for developing, monitoring and updating policies and procedures for the selection and disbursement of grants and incentives. They shall review grant applications as well as bid proposals requiring incentives or underwriting and make recommendations to the full Board. The committee may also promote grant opportunities and provide technical assistance in preparing grant applications. 5
b) Nominating. This committee, chaired by the Past Chair, ensures a sustained and viable operation by nominating officers to facilitate the mission and programs of the Board. They shall nominate a slate of officers to fill all vacancies and contact candidates to ensure a level of commitment and willingness to serve. Section 2. Ad Hoc Committees. The Chair, with approval of the Board, may appoint or discontinue ad hoc committees as necessary to achieve the objectives of the DSC. ARTICLE XI Fiscal Year and Finances Section 1. Fiscal Year. The fiscal year of the DSC shall be July 1 st to June 30 th of each year. Section 2. Public Sector Revenue. Funding for the DSC by the City and County shall be in the manner set forth in the Interlocal Agreement. a) City of Durham and Durham County funds will be requested by the Durham Convention & Visitors Bureau (DCVB) on an annual basis and deposited to the credit of the DSC in a bank or other depository as the Board may select or as determined by DCVB if such power is designated by the Board. The DSC maintains control of these funds and is responsible for ensuring they are spent according to the Interlocal Agreement. Currently, these funds are earmarked for underwriting, bid fees, incentives, facility research and scholarships. DCVB will execute disbursements from the funds as per policy and direction of the DSC Board. b) Durham Convention & Visitor Bureau funds are restricted to marketing and promotional activities as authorized in its enabling legislation. A budget shall be prepared annually by DCVB outlining its expenditures on behalf of the DSC and shall be approved by the DSC board. DCVB shall disburse funds from its budget according to its financial policies and procedures and the Local Government Budget and Fiscal Control Act. To ensure the appropriate earmarks and restrictions, DCVB funds shall not be co-mingled with City and County funds. Section 3. Private Sector Revenue and the Acceptance of Gifts. Once fully operational, DSC shall seek funds from foundations, businesses, individuals and other sources to enhance its operations. These funds shall be deposited to the credit of the DSC in a bank or other depository as the Board may select or as determined by DCVB if such power is designated by the Board. The DSC maintains control of these funds and shall disburse them as the Board directs. Funds may be earmarked to specific projects and purposes but donors do not otherwise have the right to advise on the use or distribution of DSC funds. 6
The Board may accept any contribution, gift, bequest, or devise for the general purpose or for any special purpose of DSC, subject to the laws of the State of North Carolina and the applicable regulations of the Internal Revenue Service governing non-profit organizations. Section 4. Audit and Reconciliation of Revenue and Expenses. DCVB shall engage an independent auditor on an annual basis to audit the financial statements of the DSC and DCVB expenditures related to the DSC. The Audit will be presented to the DSC Board with copies provided to the City and County. The City and County Finance Directors, or their respective designees, shall meet with DCVB and the DSC on an annual basis to review the audit and conduct a reconciliation of actual occupancy tax revenue, as well as other income and expenses with respect to DSC. ARTICLE XII Liability Except as otherwise provided by law, a member of the Board of Directors is not personally liable to the Durham Sports Commission or its members for monetary damages for a breach of the Director s fiduciary duty. To the extent permitted by law, the Durham Sports Commission assumes all liability to any person other than DSC or its members for all acts or omissions of a Director incurred in the good faith performance of his or her duties as a Director. ARTICLE XIII - Rules of Order The rules contained in Roberts Rules of Order shall govern all DSC meetings, whether a regular or special meeting, in all cases to which they are applicable, and in which they are not inconsistent with these bylaws or special rules of order adopted by the Board of Directors. ARTICLE XIV Corporate Records and Reports Section 1. Maintenance of Corporate Records. The DSC shall keep: a) Minutes of all meetings of the Board of Directors and Advisory Board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; c) A copy of the DSC Articles of Incorporation and Bylaws as amended to date; and d) Annual Reports of the Board of Directors. 7
Section 2. Inspection and Access. Every Director shall have the right at any reasonable time to inspect and copy at his or her own expense all books, records, and documents of every kind and to inspect the books, records, and properties of the DSC as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law. Requests for such inspection shall be submitted in writing to the President & CEO of the Durham Convention & Visitors Bureau who shall arrange for the inspection at a mutually agreed to time. The DSC shall provide public access to records as required by applicable law or upon the authorization of the Board of Directors. ARTICLE XV - Restrictions and Exempt Activities Section 1. Prohibition Against Sharing in Corporate Earnings. No Board member, Officer, committee member, employee or other representative of the corporation, or any other private individual, shall receive at any time any of the net earnings of the corporation, provided that this shall not prevent the payment to any such person of reasonable compensation for services rendered to the corporation in affecting any of its purposes as shall be fixed by the Board of Directors, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets by dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that upon such dissolution of the affairs of the corporation, after all debts have been satisfied, all assets then remaining in the hands of the Board of Directors shall be paid in such amounts as the Board of Directors may determine, or as may be determined by a Court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. Section 2. Exempt Activities. Notwithstanding any other provision of these Bylaws, no Board member, Officer, committee member, employee, or other representative of this corporation shall take any action on behalf of the corporation not permitted by an organization exempt under 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended or by an organization contributions to which are deductible under 170 (c) (2) of such Code and regulations as they now exist or as they may hereafter be amended. ARTICLE XVI - Amendments These bylaws may he amended by a two-thirds vote of the Directors present at any regular or special meeting of the Board of Directors, provided no less than two weeks written notice of the proposed amendment shall have been provided to all Directors. 8
Approved this day of, 2016. Director Name, Appointed by the City of Durham Director Name, Appointed by the County of Durham Director Name, Appointed by the Greater Durham Chamber of Commerce 9
Qualifications and Background Executive Director Durham Sports Commission EDUCATION MUST Have SHOULD Have DESIRED Not Crucial High School Diploma (or equivalent) Associate Degree (or some college) Bachelor Degree Master s Degree Ph.D. or terminal degree Major course work in sports management Major course work in recreation or other sports-related fields Major course work in business Major course work in sales or marketing Major course work in non-profit management Major course work in communications Other important factors in Education: WORK EXPERIENCE MUST Have SHOULD Have DESIRED Not Crucial Sports Commission job experience If yes, how many years? Experience directing or managing a sports commission If yes, how many years? Experience working in a sports-related field If yes, how many years? Experience directing or managing a sports-related business or organization If yes, how many years? Experience in sales
WORK EXPERIENCE MUST Have SHOULD Have DESIRED Not Crucial Experience in destination marketing through a CVB Experience in marketing or communications Experience in non-profit management Other important factors in Work Experience: QUESTION: Is an equivalent combination of education and experience acceptable? QUALIFICATIONS & BACKGROUND MUST Have SHOULD Have DESIRED Not Crucial Familiarity with sports decision makers at the amateur and professional levels including national associations, rights holders, sports event owners, etc. Established relationships with sports decision makers at the amateur and professional levels including national associations, rights holders, sports event owners, etc. Current or prior athlete, coach or team manager The ability to prospect, cultivate clients and secure new sporting events Experience in assembling bids or preparing proposals for sports events Ability to make effective presentations to site selection committees and boards Ability to set and meet goals Ability to present and maintain an strong, ethical brokerage role in planning and negotiating with clients and stakeholders Outstanding verbal communication skills Outstanding written communication skills Ability to hire, manage and nurture talent
QUALIFICATIONS & BACKGROUND MUST Have SHOULD Have DESIRED Not Crucial Experience with a start-up Experience working with a board Ability to recognize and define opportunities, establish objectives and see the big picture Ability to create and implement tactics to reach goals and objectives Ability to create and nurture partnerships Ability to serve as an effective spokesperson and advocate for the DSC in the media Solid understanding of market research and data analysis Experience with facility development Ability to solicit funds Budget and fiscal management skills Strategic planning ability Other important factors in Qualifications and Background: OTHER CRITERIA MUST Have SHOULD Have DESIRED Not Crucial Durham Resident Willingness to Relocate to Durham Valid driver s license and insurance; good driving record Ability to travel and work beyond a 40- hour week, including nights/weekends Competency with MS Office software and the ability to learn industry-specific software Organizational skills including multitasking and meeting deadlines in a fastpaced environment. Flexibility; adjusting priorities to conditions and circumstances Professional and ethical conduct Professional appearance keeping with industry standards Competence with social media and the ability to embrace new technologies
Other important factors in Qualifications and Background: Of all the items above, what are the 3-5 things that you think should carry the most weight as we conduct a search for an Executive Director? 1. 2. 3. 4. 5.