BY-LAWS OF THE ALBANY ULTIMATE DISC ASSOCIATION, INC. Originally adopted November 29, 2011, amended February 9, 2017 ARTICLE I NAME AND LOCATION Section 1. Name. The name of the association is the Albany Ultimate Disc Association, Inc., a notfor-profit membership organization incorporated under the laws of the State of New York (the Association ). Section 2. Location. The Association s principal office shall be designated by the Association s Board of Directors (the Board ), though the Association may operate without a principal office. ARTICLE II PURPOSE The purpose of the Association shall be to foster national and international athletic competition in the sport of Ultimate Frisbee with a focus on the greater Capital Region by developing all levels of play; including youth, high school, college, and club through leagues, teams, and other related educational and sports activities. ARTICLE III MEMBERSHIP Section 1. Eligibility. Membership in the Association shall be open to all participants, coaches, coordinators, administrators, and volunteers involved in an Association event within the last two years, as well as the parents or legal guardian of any Member under the age of 18. Section 2. Membership Rights. Members shall have voting rights, may attend board meetings, and may hold office in the Association. Section 3. Membership Code of Conduct. Members are expected to behave in a manner consistent with the ideals of sportsmanship and Spirit of the Game during the course of AUDA events, including league and tournament play, and including all on-the-field and off-the-field interactions. Players and teams are expected to treat one another with respect, to conduct themselves in a safe and orderly manner and, while playing, to adhere to AUDA rules and regulations, as well as the rules and regulations of the game of ultimate. At a minimum, AUDA will not tolerate any act of intentional violence during AUDA events, nor will it tolerate conduct that grossly violates the Spirit of the Game. Section 4. Expulsion of Members. The Association shall have the right to expel a Member, banning them from future participation in AUDA events, for violation of the provisions of these By-laws or any policy created by the Board. Expulsion of a Member requires a two-thirds vote of the entire Board in favor of such action. A Member expelled for any reason shall be given written notice of such expulsion. Section 5. Suspension or Revocation of Playing Privileges. The Association shall have the right to suspend or revoke playing privileges for the violation of the provisions of these By-laws or any
policy created by the Board. Suspension or revocation of playing privileges requires a two-thirds vote of the entire Board in favor of such action. In the absence of a quorum of the Board, a designee of the Board may remove any participant from an event. A Member whose playing privileges are suspended or revoked shall be given written notice. Section 6. Forfeiture of Fees upon Expulsion, Suspension or Revocation. At the discretion of the Board, all fees including, but not limited to, membership fees, league fees, and tournament fees paid to the Association shall be forfeited upon expulsion, suspension or revocation. Section 7. Reinstatement. An expelled Member of the Association desiring reinstatement of membership, may be reinstated as a member of the Association upon petitioning the entire Board in writing and receiving a two-thirds vote of approval. Section 8. Transferability of Membership. A Member may not transfer or assign his or her membership to any other person. ARTICLE IV BOARD OF DIRECTORS Section 1. Composition. The Board shall be composed of not less than five (5) and not more than thirteen (13) Board Members. The Board shall initially be composed of the six (6) Board Members serving as of February 8, 2017. All other Board Members shall be elected pursuant to Section 3 of this Article. Section 2. Powers. The Board shall have the management and control of the business and affairs of the Association. All actions and decisions of the Board must be approved by a majority of the Board Members, or a majority of those Board Members present at a board meeting where there is a quorum. Section 3. Electing Board Members. Section 3.1 Eligibility. Any Member may be elected to a term as a Board Member provided they: (1) are at least eighteen years of age; and (2) have a serving Board Member sponsor his/her candidacy. Section 3.2. Board Vote. At the request of a candidate s sponsor, the Board shall vote on the candidate s fitness to serve as a Board Member, where a simple majority in favor is required to hold a public vote. Section 3.3. Member Vote. The member vote must be held at a board meeting. Reasonable notice of the member vote must be provided to Members prior to the board meeting. All Members present at the meeting may vote and a simple majority vote in favor shall elect the candidate to a term as a Board Member. Section 3.4. Waiting Period. If a Board Member candidate is rejected by a member vote, no subsequent public vote may be held for the candidate for a period of three (3) months.
Section 4. Vacancies. If, at any time, there are less than five (5) Board Members, the Board shall convene a board meeting within one-month to hold a public vote on sufficient candidates to restore the Board to at least five (5) Board Members. Section 5. Board Member Terms Section 5.1. Initial Board Members. Two of the initial six (6) Board Members terms shall expire on December 31, 2017, two Board Members terms shall expire on December 31, 2018, and two Board Members terms shall expire on December 31, 2019. Section 5.2. Elected Board Members. The term of each elected Board Member shall comprise three calendar years, commencing during the calendar year of the Board Member s election and expiring on December 31 st of the third calendar year. Section 6. Removal and Resignation. Any Board Member may be removed from office, with or without cause, by a two-thirds vote of the entire Board. A Board Member may resign at any time by giving written notice to the Board. ARTICLE V BOARD MEETINGS Section 1. Board Meetings. The Board may hold board meetings to discuss the business and affairs of the Association at such intervals as the Board deems necessary, provided that the Board hold at least one board meeting each year. Notice of each board meeting, including the date, time, and location, shall be supplied to the membership prior to the meeting. Section 2. Quorum. Two-thirds of the entire Board shall be necessary to constitute a quorum for the transaction of any item at a board meeting. Section 3. Minutes. Minutes of each board meeting shall be recorded by the Secretary or other designee. The minutes shall be made available to the membership in a timely manner. Section 4. Action Without a Meeting. A board meeting is not required for the Board to vote on any item, take any action, or otherwise manage the business and affairs of the Association. ARTICLE VI OFFICERS Section 1. Election of Officers. The Board shall elect a President, a Vice President, a Treasurer, and a Secretary (the Officers ) of the Association. Creation or removal of an Officer position shall require a two-thirds vote of the entire Board. Section 2. Term and Eligibility. An Officer shall serve in such capacity for the ensuing year and until a successor has been elected and qualified. No Officer shall hold multiple Officer positions at the same time and only Board Members are eligible to be Officers.
Section 3. Removal and Resignation. Any Officer of the Association may be removed with or without cause at any time by a two-thirds vote of the entire remaining Board. An Officer may resign his or her office at anytime by submitting a written resignation to the Board. Section 4. Vacancies. In the event than an Officer position is vacated, the Board shall select another Officer to fill the office for the remainder of the term. Section 5. Compensation. The Board Members shall not be compensated for their duties. Section 6. President. The President shall preside at all meetings of the Board and Membership. The President shall be authorized to sign contracts, leases and other required documents with the approval of the Board. The President shall have access to AUDA s financial holdings (money in AUDA-owned bank accounts). In general, he or she shall have all of the powers incident to the office of the President and such other duties as may be prescribed by the Board of Directors. Section 7. Vice President. The Vice President shall fulfill all responsibilities of the President at the direction of a majority of the Board of Directors. If so directed the Vice President shall have such other powers and duties as may be properly designated by the Board of Directors and the President. The designation of responsibility to the Vice President will be for a determinate time period. Section 8. Treasurer. The Treasurer shall keep, or direct another to keep, AUDA s accounting records. The Treasurer shall have access to AUDA s financial holdings (money in AUDA-owned bank accounts). At the request of the President or the Board or at minimum once per year, the Treasurer shall prepare and submit to the Board statements of AUDA s financial condition. Periodically the Treasurer shall review the budget to ensure compliance with the approval of expenditures and financial policy of the Board. The Treasurer shall be responsible for the preparation of the annual budget for consideration by the Board. In general, he or she shall have all of the powers incident to the office of Treasurer and such other duties as may be prescribed by the President or the Board of Directors. Section 9. Secretary. The Secretary shall keep full minutes of all meetings of the Association. The secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall be the custodian of the records, legal documents, records, and correspondences. The Secretary shall have such other powers and duties as may be properly designated by the Board and the President. ARTICLE VII INDEMNIFICATION AUDA Officers, Board Members and advisors shall not be individually liable or personally liable for the debts, liabilities, or obligations of AUDA. Each Officer, Board Member and advisor shall be indemnified by AUDA against all reasonable costs and expenses including counsel fees, actually and necessarily incurred by or imposed, in connection with defense of any action, suit or proceeding to which the person is a party because of his or her past or present position with AUDA; however, in any matter in which the person is adjudged to have been liable for gross negligence or misconduct in the performance of duties and
judgment is not reversed, AUDA is not obligated to indemnify the person. In the event of the settlement of any such action, suit or proceeding, prior to final judgment, AUDA shall also make the reimbursement for payment of costs paid to or to be paid in settling interests of AUDA in the opinion of the majority of the Board Members who are not involved, or if all Board Members are involved, in the opinion of independent legal counsel selected by the Board. No AUDA Officer, Board Member or advisor shall be liable to any other Officer, Board Member or advisor for any acts performed in connection with their past or present position with AUDA, unless that person is adjudged to have been liable for gross negligence or misconduct in the performance of duties and judgment is not reversed. ARTICLE VIII DISSOLUTION Section 1. Dissolution. The Association may be dissolved upon adoption of a plan of dissolution and distribution of assets adopted by the Board and approved by the Members in accordance with the laws of the State of New York. Section 2. Dedication of Funds. Upon dissolution, all assets, funds and proceeds of the Association, after the payment of all debts, obligations, charges and accounts of the Association, shall be distributed in accordance with the purpose of the Association. Assets held by the Corporation upon condition requiring return, transfer or conveyance to a particular person or entity upon the Corporation s dissolution shall be returned, transferred or conveyed in accordance with such requirements. ARTICLE IX CONTRACTS AND FINANCES Section 1. Contracts. The Board may authorize any Officer, agent, or agents of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. Section 2. Bills, Notes, Etc. All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Association shall be made in the name of the Association and shall be signed by the Treasurer, or in his or her absence, by the President or other Board Member designated by the Board. Section 3. Fiscal Year. The Corporation s fiscal year shall begin on January 1 of each year and shall end on the following December 31. Section 4. Budget. During November and December of each fiscal year, the outgoing Treasurer and the incoming Treasurer shall work together, with the incoming Board and Officers, to prepare a Budget for the upcoming fiscal year. At the first meeting of the new Board, the Treasurer will present such proposed Budget. The Budget must be approved by the Board. Section 5. Payment of Costs and Expenses. The President and Treasurer shall have the authority to pay, without the Board of Directors approval, any cost or expense of the Association that is within the Budget approved by the Board for the then-current fiscal year, or any non-budgeted cost or expense not exceeding $150. The payment of any non-budgeted cost or expense exceeding $150
shall require approval of the Board. In connection with any payment, the President and Treasurer may require such documentation, as he/she deems necessary in order to substantiate the cost or expense for which such payment is made. ARTICLE X AMENDMENTS The bylaws proposed by the Board may be amended or revised by a two-thirds vote of the entire Board. The text of any amendment or revision shall be made available by the Secretary upon the request of any member. Other amendments may be proposed by any member at the annual meeting.