BYLAWS SNOHOMISH PANTHER JUNIOR FOOTBALL ASSOCATION Article I. Name and Office A. The name of the organization is Snohomish Panther Junior Football Association (SPJFA). B. The principal office of the corporation shall be at Snohomish, Washington, or at such place or places as the Association Board of Directors may determine from time to time. Article II. Mission Statement The Snohomish Panther Junior Football Association (SPJFA) mission is to provide youth in north Snohomish County, Washington State, the opportunity to participate in a safe tackle football activity. We are a "High School Feeder" model youth football association, and belong to an organization committed to providing an opportunity for every youth participant, ages 5-14, to learn the game of football, while focusing on maximum community participation, teamwork, sportsmanship, safety, and commitment. The SPJFA operates independently and cooperatively with other members of the youth football association to provide a positive athletic experience for each participant and to allow each participant to play in a youth football league that is competitive and fair. Article III. Non-Profit Operation A. The SPJFA is a non-profit organization. It is intended that this organization shall have the status of an organization that is exempt from Federal income taxation under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3) of the Internal Revenue Code. These Bylaws shall be construed accordingly and all powers and activities of the organization shall be limited accordingly. The organization shall not carry on propaganda or otherwise attempt to influence legislation to such extent prohibited under Section 501(c)(3) of the Internal Revenue Code. No activity of the organization shall consist of participating or intervening in (including the publishing or distributing of statements) any political campaign on behalf of, or opposition to, any candidate for public office. B. No part of the net earnings of the organization shall inure to the benefit of or be distributed to its members, officers, or private individuals. The organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions to further the purpose of the organization. No Board Member may solicit funds in the name of the SPJFA unless all funds so raised are deposited directly into the Association's common bank account. C. Upon dissolution of the Association, the Board of Directors shall, after paying or making provisions for payment of all the liabilities of the Association, distribute all of the assets of the organization exclusively for charitable, educational, or scientific purposes to such "qualified" organization as the Board of Directors shall determine. The Association shall be deemed to be a "qualified" organization for purposes of these Bylaws only if, at the time of distribution of such assets, it is operated exclusively for the purposes described in Sections 170(c)(2)(b) and 501(c)(3) of the Internal Revenue Code. Article IV. Membership A. SPJFA membership is afforded annually from January 1 to December 31. Everyone serving in an elected or volunteer capacity of any kind will complete a WSP background check form to be forwarded to the Washington Page 1 of 9
State Patrol for a records check. Any background issues will be addressed and ultimately the decision will be made by the Associate Board. 1. Associate Board Officers are defined by the positions listed below and are "regular members" of the Board that allows one voting privilege per person, not per position or positions held. a. President 6.A b. Vice President 6.B c. Secretary 6.C d. Treasurer 6.D e. Equipment Manager 6.E f. Fundraiser/Sponsorship Coordinator 6.F g. NSJFL/Coach/Player Representative 6.G h. Concessions Representative 6.H i. Game-day Field Monitor Coordinator 6.I j. Public Relations Coordinator 6.J k. Safety Coordinator 6.K l. Head Coaches 6.L 2. "Honorary Members" are all SPJFA supporters, including parents, guardians, and sponsors. Honorary Members have no voting privileges. All Honorary Members have the right to nominate candidates for Associate Board positions. 3. Membership may be terminated by resignation or action of the Associate Board. The Associate Board, by simple majority vote of those present at a duly constituted meeting, shall have the authority to discipline, suspend or terminate the membership of any member, of any class, for good cause. Prior to any discipline or involuntary termination of Board membership, the Board Member shall be notified in writing of the time and place of the meeting at which any discipline or termination of their membership shall be addressed. The member will be given an opportunity to be heard before action against the member shall be taken. 4. All Associate Members are required to attend scheduled meetings. Any Board Member will forfeit their position if they miss three (3) consecutive duly constituted meetings. The Associate Board will view medical and/or personal issues on a case-by-case basis. Failure to attend a minimum of 80% of all meetings during the calendar year will result in immediate removal from the Associate Board at the end of that calendar year, without the option to be nominated for any Associate Board position for the following term. Article V. Associate Board A. The affairs of the SPJFA shall be managed by its Associate Board except as specifically set forth in these Bylaws. References to the "Board" shall mean the SPJFA Associate Board. All operations of SPJFA, including Coaches, Athletes, Parents, Sponsors and Volunteers, are governed by the Associate Board. Any and all decisions made are final and may not be appealed. 1. Members of the Associate Board shall serve a minimum of one (1) year term. To term limits shall apply to any Associate Board Member. Page 2 of 9
2. President of the Board may not occupy the position of Head Coach of any team affiliated with the SPJFA. 3. The President of the Board will cast the deciding vote in the case of an even vote by the Board and/or any instance where the is no majority decision by the Board. 4. The Board shall confirm the nominations of Associate Members with a simple majority vote. 5. The Board shall manage the overall business operations of the Association, including but not limited to, Association planning and organization policy, public relations, finance, and budgeting. The Board shall also have specific authority as set forth in these Bylaws. 6. Of the twelve (12) elected Board positions, terms which have expired or stand vacant will be open for nomination by the Associate Board Members first. If no nominations are forwarded, Members or Honorary Members may bring forward their nominations for the said position at the next SPJFA Board meeting. The Board may vote on and fill vacant positions at any time that occur during the year. These elected Officers shall serve the remainder o the term. Terms that expire will have the voting take place during the SPJFA post-season organizational meeting of Associate Board Members. All new terms begin January 1 of the following year. Article VI. Officers and Duties A. President 1. Provide agenda and preside over all meetings of the Associate Board, and all meetings, both regular and special, of all members. 2. Present an annual report to the members at the post-season meeting each year. The report shall contain the following information: a. A description of the activities of the Association for the preceding year, including accomplishments, problems addressed, and goals for the upcoming year. b. An inventory of the Association property. c. Expenditures during the preceding year, including the amount, nature, and purpose. d. Other information including statistical, financial and the like that is of interest to the members. 3. To serve as the Chief Executive Officer in the name of the Association by executing contracts, policies, and decisions as directed and approved by the SPJFA Associate Board. 4. To investigate and take decisive action on complaints, irregularities, and grievances, and give a report to the Associate Board. 5. Obtain insurance and handle all claims. 6. Promote community relations by attending municipal and county meetings and meetings of Snohomish community clubs and organizations. Present the image of SPJFA to sponsors and encourage donations. 7. Pay SPJFA bills with the Treasurer and Secretary as authorized by the Associate Board. See Article X.A.2. 8. The President shall only have an effective vote when the Board is unable to determine a majority decision of any cause supported by Roberts Rules of Order. 10. Attend all Board of Director Meetings as a representative of SPJFA for the NSJFL and report back to the Associate Board all happenings and decisions of meetings. Page 3 of 9
B. Vice President 1. Serve as President in the absence of the President. 2. Supervise and be a part of SPJFA support committees. Work directly with the Public Relations Coordinator and manage the duties of that position. 3. Perform all duties as assigned by the President. 4. Perform Criminal History Background checks on all persons that SPJFA deems appropriate for the duties that person will perform. This will include, but not be limited to, all coaches and Executive Board Members. 5. Attend all Board of Director Meetings as a representative of SPJFA for the NSJFL and report back to the Executive Board all happenings and decisions of meetings. 6. Act as a liaison between SPJFA and any organization that has fields for practice and/or games. 7. Handle all paperwork and requirements to secure field usage for practice and games. Work with the Parks and Recreation, Snohomish School District, and the Snohomish Boys and Girls Club, and maintain our relationship with each. Work with the above named entities regarding scheduling for the use of facilities. 8. Work closely with Game-day Field Monitor Coordinator to ensure that all requirements are met in preparation for all home games. C. Secretary 1. Record minutes of all meetings and maintain all SPJFA files. 2. Refer special payment cases to the SPJFA Treasurer. 3. Perform other duties as are customarily incident to the office of Secretary and as may be assigned by the Executive Board. 4. Manage the duties of the Registrar. 5. Responsible for updating the SPJFA website. 6. Set up, coordinate and track all online registrations and payments. 7. Facilitate educating team parents to obtain a team website. 8. Responsible for facilitating any/all public relations information on internet. D. Treasurer 1. Be the Chief Financial Officer for SPJFA and manage all areas of finance and bookkeeping. 2. Maintain, in writing, and in accordance with good bookkeeping practices, detailed financial records of the Association. 3. Establish a bank account in a local bank. All SPJFA accounts will have the name of the President and the Treasurer on them. 4. Provide a current financial report at every other scheduled Board meeting, including a current cash flow report. Provide current year's budget and projects. Provide detailed reports for each fundraiser and percentage of profits associated with each. 5. Prepare annual report in cooperation with SPJFA President. 6. Audit fundraising and concession operations as well as all financial dealings of SPJFA. Page 4 of 9
7. Support and comply with SPJFA Bylaws, policies, and Mission Statement. E. Equipment Manager 1. Point person for all aspects of SPJFA Equipment. Maintain and inspect all equipment inventories of SPJFA and provide a detailed report, including values, to the President for the annual post-season meeting. 2. Keep written records of SPJFA equipment inventories. 3. Responsible for care and storage of all SPJFA equipment. 4. Oversee duties of all Equipment Coordinators. 5. Work in cooperation with the Head Coaches for issue and return of equipment and handle delinquent or partial equipment returns. 6. Manage the storage of all equipment with only Manager and Coordinators having keys. 7. Submit requests to the Executive Board for replacement and additional equipment purchases as needed. 8. Assess all equipment needs for all teams. Work with President to select prospective sports equipment vendors to supply SPJFA equipment. F. Fundraising Coordinator 1. Supervise all Fundraising operations and develop ideas and implementation of programs. Responsible for handling of all monies generated, working closely with the Treasurer. 2. Request assistance as necessary from the Treasurer for accounting of fundraising expenses, income, and payments. 3. Coordinate all team sponsorship obligations with each Head Coach. 4. Conduct Fundraising meetings with the Honorary Members and all sponsors. 5. Submit a list of fundraising ideas to the Executive Board and expedite the approved plans. 6. Work to achieve adequate funding for purchase of fundraising items. Submit reports of all expenses and sales income to the Treasurer within 72 hours of any SPJFA event. 7. Purchase all fundraising items and establish a selling price list so as to ensure a reasonable profit. 8. Help with fundraising for all SPJFA subsidiary programs and events. G. NSJFL/Coach/Player Representative 1. Point person for all coaches and players. Acts as a liaison between the coaches, players, and their parents or guardians, to the Associate Board and between all parties. 2. Organize and disperse "Coaches Packets" (including Certified Birth Certificates of players, medical release forms, team rosters, and signed Codes of Conduct). 3. Assist in interview process for new Head Coach positions. 4. Develop and employ Head Coach Questionnaire and rate ability of Head Coach applicants. 5. Attend League games and practices to oversee compliance and settle grievances. 6. Assist in the semi-annual equipment inspections and inventories to represent player interests. 7. Co-chair the annual Coaches meeting with the League Representative. 8. Attend any player "draft" sessions, as required, to help mediate any coach's conflicts. Page 5 of 9
9. Work together with the League Representative and Coach's Representative. 10. Appoint enough help to get all player's represented. 11. Attend all Board of Director Meetings as a representative of SPJFA for the NSJFL and report back to the Associate Board all happenings and decisions of meetings, in the event that the President or VP are unable to attend. 12. Support and comply with SPJFA Bylaws, policies, and Mission Statement. H. Concession Representative 1. Supervise all Concession operations, working with the Concession Liaison, and develop ideas and implementation of programs. Responsible for handling of all monies generated, working closely with the Treasurer. 2. Request assistance as necessary from the Treasurer for accounting of fundraising expenses, income, and payments. 3. Conduct Concession meetings with Concession Liaison, Honorary Members and all sponsors. 4. Submit a list of Concession ideas to the Executive Board and implement the approved plans. 5. Ensure that all concessions are open at all home games. 6. Develop a schedule to provide adequate manning of the concession stand during all home games. 7. Work to achieve adequate funding for purchase of concession items. Submit reports of all expenses and sales income to the Treasurer within 72 hours of any SPJFA event. 8. Purchase all concession items and establish a selling price list as to ensure a reasonable profit. 9. Ensure cleanliness of the operation, and ensure concessions staff obtains and/or possesses a food handlers permit. 10. Responsible for scheduling, maintenance, insurance, and licensing of the concessions trailer. 11. Support and comply with SPJFA Bylaws, policies, and Mission Statement. I. Game-day Field Monitor Coordinator 1. Responsible for making sure there is one Field Monitor at every home game. 2. Responsible for ensuring that all field equipment is installed prior to all home games. Responsible for ensuring that all field equipment is removed after the last home game. 3. Attend games to observe compliance with all rules and regulations, and negotiate grievances. 4. Arbitrate any grievances brought forward against the SPJFA regarding policy and rule violations or misunderstandings. 5. Support and comply with SPJFA Bylaws, policies, and Mission Statement. J. Public Relations Coordinator 1. Handle publicity and advertising of events. Work directly with the President on all issues. 2. Prepare local newspaper articles, informational flyers, and sponsor incentives in accordance with the Executive Board. 3. Acquire photographs of SPJFA events and provide brief descriptions of the events, games and other highlights, which will be incorporated into a permanent historical record of the SPJFA. 4. Circulate and maintain files of photo releases for all SPJFA participants approved by the Associate Board. Page 6 of 9
5. Work with Snohomish High School, High School Booster Clubs, and Community leaders to garner support and exposure for SPJFA. 6. Support and comply with SPJFA Bylaws, policies, and Mission Statement. K. Safety Coordinator 1. Work with the Equipment Manager in purchasing and maintaining all safety products and First Aid kits. 2. Work with all Coach's Representatives to develop a safety program for the safety of players. 3. Attend all practices to oversee compliance and assist coaches with safety of players. 4. Verify all necessary First Aid training is up to date for all coaches. 5. If qualified for CPR and First Aid Training, develop and implement a program for al coaches to attend and attain their certifications. 6. Support and comply with SPJFA Bylaws, policies, and Mission Statement. L. Head Coaches 1. All coaches are to abide by the procedures set forth in the SPJFA Coach's Policies Handbook. 2. Assist in the semi-annual equipment inspections and inventories to represent player interests. 3. Assist in the annual Coach's meeting with the League Representative 4. Support and comply with SPJFA Bylaws, policies, and Mission Statement. Article VIII. Meetings A. Unless the Associate Board adopts other procedures, Robert's Rules of Order shall govern the proceedings of all meetings. 1. SPJFA will hold an Associate Board meeting as soon as possible after January 1st of each year. Other Associate Board meetings will be held at the discretion of the current presiding President. 2. Written notice of all meetings and a copy of the agenda shall be provided to each Board Member prior to each meeting. The Public Relations Coordinator shall provide information to the public for all organizational meetings. 3. A simple majority vote is required to pass motions presented to the Board. 4. Mandatory "Organizational" meetings shall be held mid-season and post-season for the purpose of Associate Board nominations and elections. 5. All Head Coaches shall attend a mandatory pre-season meeting with the VP and Coaches Representative to define coaching policies, review NSJFL and SPJFA rules and discuss the desired goals for the upcoming season. 6. At the end of season meeting, the voting members will vote in the new Associate Board. 7. Honorary Members are allotted 15 minutes (or more as allotted by the President) at the beginning of designated meetings to speak and/or discuss issues. Article IX. Coaches A. Refer to the SPJFA Coaching Policy Handbook. Page 7 of 9
Article X. Finance and Accounting A. The Executive Board shall decide all matters pertaining to the finances of the Association and shall place all funds in a local bank account. 1. No member shall receive, directly or indirectly, any salary or compensation from SPJFA for services rendered. 2. The President and Treasurer will be joint account holders for all of the SPJFA bank accounts. Two signatures are required on all checks over $500.00 and the two signing parties must be the President and Treasurer. The SPJFA debit card may only be used by the President, Treasurer, Secretary and Equipment Manager. For all single purchases that exceed $500.00, Executive Board approval will be required. 3. Any and all orders will have a Purchase Order attached to it that will be given out by the Treasurer. Failure to obtain a proper Purchase Order will result in disciplinary action from the Executive Board. Article XI. Amendments A. These Bylaws may be amended, repealed, or altered in whole or in part by majority vote of the Associate Board. A ten-day notice specifying the proposed change or changes and date of meeting must be given to each Board Member. 1. Whenever any notice is required to be given under these Bylaws, it shall be in writing and signed by a Board Member. Such notice can be given by mail or email. 2. Any action that could be taken by the Associate Board at a meeting may be taken without a meeting, if consented to, stated clearly in writing, and signed by a majority of the Board Members. The action statement shall be communicated promptly to all Board Members. Article XII. Fiscal Year A. The fiscal year of the Corporation shall begin on January 1 and terminate on December 31 of each year. Article XIII. Indemnification of Directors A. Directors shall be indemnified and held harmless from any and all liability beyond the Directors and Officers liability coverage provided by the Association. Article XIV. Miscellaneous A. No Loans to Directors - No loans shall be made by the Corporation to its Directors. B. Conflict of Interest 1. Each Director should recognize that he or she functions as a person occupying a place of trust and should not put him or herself in a position in which self-interest conflicts with any duty he or she owes to those for whom he or she acts. A Director or Officer will not be permitted to make a profit for any self-dealing transaction, whether individually or acting as an agent, without affirmatively showing full disclosure and fair dealing. Any Director of Officer who actually or potentially is involved in any conflict of interest due to his or her position as Director or Officer shall make a full disclosure of his or her interest, and shall not vote on the matter, and will not be considered as part of the voting body. The Director shall Page 8 of 9
leave the room during the discussion and vote on the issue, unless requested to stay to either respond to questions or provide information to the Board on the matter under discussion. CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of THE SNOHOMISH PANTHER JUNIOR FOOTBALL ASSOCIATION of Snohomish, Washington, a Washington Nonprofit Corporation, and that the foregoing BYLAWS, constitute the BYLAWS of said Corporation as duly adopted at a meeting of the Board of Directors therefore duly held on, 2012. IN WITNESS WHEREOF, I have hereunto submitted my name: Printed Name, Secretary Signature Date ACKNOWLEDGED Printed Name, President Signature Date Page 9 of 9