FORT HUNT YOUTH ATHLETIC ASSOCIATION

BY LAWS

Revised 10/18/01

 

ARTICLE I - DEFINITIONS

When the following terms appear in these By Laws they shall have the meaning ascribed to them by this article, except where otherwise specified.

ASSOCIATION-   Fort Hunt Youth Athletic Association, Incorporated ARTICLES -          The ASSOCIATION’s Articles of Incorporation.

BOARD   -             The ASSOCIATION’s Board of Directors, as created by                                                                                                                          Article V hereof.

BY LAWS    -        These By Laws of The ASSOCIATION.

MAJORITY   -       A simple arithmetic majority, greater than 50 per cent

ARTICLE II - OBJECTIVES

The objectives of the ASSOCIATION shall be as follows:

SECTION 1. To furnish wholesome recreation to the community, particularly     youths up to 18 years of age.

SECTION 2. To discourage juvenile delinquency by promoting and encouraging the interest of community youth in various forms of athletic endeavor.

SECTION 3. To promote, by means of organized athletics, high standards of character and the development of good citizenship.

ARTICLE III - MEMBERSHIP

SECTION 1. CLASSES.  There shall be one class of members who shall qualify meeting the provisions of one of the following subsections:

(a) AUTOMATIC QUALIFICATION. A membership shall be recorded for each parent or guardian who has a child, or children participating in any sport sponsored by the ASSOCIATION. (Revised 10/11/88)

(b)   PROVISIONAL QUALIFICATION. Such person who is at least 18 years of age, lives within the generally recognized area known as the Fort Hunt community and demonstrates a willingness to serve as a volunteer participant in the ASSOCIATION or has a child who participates in Fort Hunt Youth supported sports shall be a member of the ASSOCIATION.

SECTION 2. Membership Application is deemed to be made when a parent registers a child for a Fort Hunt Youth supported sport.  Request may be made by those who do not have a child registered, but desire to become a member..

SECTION 3. The ASSOCIATION’s membership year shall be from November I through October 31.

ARTICLE IV - MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING.  The annual meeting of the membership of ASSOCIATION shall be held in October of each year at a time and place selected by President.   Notice of said meeting shall be given in accordance with Section 3 of this Article IV.

SECTION 2.  QUORUM AND VOTING The presence of  seven (the same number as represents a quorum for a meeting of the Board of Directors) members in good standing shall constitute a quorum at the annual meeting. A MAJORITY of such quorum shall be required to decide any questions which come before the meeting, unless a greater PROPORTION of votes Is required for a particular action by statute, the ASSOCIATION’s ARTICLES or  these BY LAWS.

SECTION 3.    NOTICE - Notice of any meeting of the membership may be given by publication in a local newspaper of general circulation, at least once a week for two successive calendar weeks, or in any other manner which is selected by the BOARD and which is reasonably designed to give full and adequate notice to all the membership.

SECTION 4.   ORDER OF BUSINESS - The order of business, and as far as is consistent with the purpose and nature of any other meetings of the membership, shall be as follows:

(a) Proof of due notice of the meeting.

(b)    Reading and disposal of any unapproved minutes.

(c)     Annual report of Officers and Committees.

(d)    Presentation of financial statement as of the end of the previous month.

(e)     Election of Directors.

(f)      Old Business.

(g)     New Business.

(h)     Adjournment.

The  rules contained in "Robert’s Rules of Order, Revised Edition” shall govern all cases to which they are applicable and in which they are not inconsistent with these BY-LAWS and the ARTICLES.

ARTICLE V - BOARD OF DIRECTORS

SECTION 1.  BOARD OF DIRECTORS - The affairs of the Corporation shall be managed by a BOARD of twenty-one Directors, fifteen of whom shall hold office for three year terms, and six of whom shall be deemed Members because of their position of Commissioner of each of the six sports. At each annual meeting the members shall elect five Directors, each for a term of three years. [Revised 10/06]

SECTION 2.  Vacancies on the Board of Directors shall be filled by the President after approval by a MAJORITY of the Board, for the unexpired portion of the three year term.

ARTICLE VI - ELECTION OF BOARD OF DIRECTORS

SECTION 1.  Election to the Board of Directors shall be by written ballot. At such election, the members shall cast one vote in respect to each vacancy. The individuals receiving the largest number of votes shall be elected. (Revised 10/11/88)

SECTION 2.  Nominations for election to the Board of Directors shall be made by a Nominating Committee which shall be one of the Standing Committees of the ASSOCATION.

SECTION 3.  The Nominating Committee shall consist of a Chairperson, who shall be a member of the Board of Directors, and two or more members of the ASSOCIATI0N.  The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members.

SECTION 4.  The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall at its discretion determine to be appropriate, but not less than the number of vacancies to be filled. Five Board of Directors positions will be subject to election at each annual meeting.

SECTION 5.  All elections to the Board of Directors shall be made on written ballot which shall:

(a) describe the vacancies to be filled;

(b) set forth the names of those nominated by the Nominating Committee for such vacancies; and

(c) contain a space for a write-in vote by the members for each vacancy.

 

SECTION 6. Each member shall receive one ballot. Voting shall be in person, and not by proxy. A member may vote only once for each vacancy shown thereon.

SECTION 7. RESIGNATIONS - Any member of the BOARD may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or the Secretary. In the case of resignation of an officer or chairperson, any official material in the possession. of the resignee, shall be delivered to the President no later than ten days thereafter.

SECTION 8. REMOVAL - A BOARD member may be removed from office, for cause, by 2/3 majority of the BOARD, provided there is first a proceeding in which cause has been shown and in which the questioned Director is given a reasonable opportunity to be heard.

ARTICLE VII - BOARD OF DIRECTOR’S MEETINGS

MEETINGS. The regular meetings of the BOARD shall be held monthly, the time and place to be determined by the BOARD at its first meeting of the year.

(a)  Special Meetings. Special meetings may be called at any time by the President, upon three days’ notice to all Directors. The President shall call a special meeting upon request of not less than five Directors.

(b)  Parliamentary Authority and Order of Business. Meetings of the BOARD shall be conducted according to "Robert’s Rules of Order" unless inconsistent with these BY LAWS or the ARTICLES.

(c)    QUORUM.  A quorum for the conduct-of business at any meeting of the BOARD shall be not less than SEVEN members of the current BOARD. Voting shall be in person and not by proxy.

(d)    Action Without Meeting.  Any action required or permitted to be taken at any meeting of the BOARD may be taken without a meeting if, prior to such action, an oral vote is taken from each member of the Board

 

ARTICLE VIIII - OFFICERS

SECTION 1.   The officers shall be a President, Vice-President, Secretary, and Treasurer.

SECTION 2.  The officers shall be chosen by a Majority vote of the Board of Directors.

SECTION 3.  All officers shall hold office by the pleasure of the Board of Directors.  An  election of officers shall be held at the first meeting after the annual meeting of the ASSOCIATION’s membership.

SECTION 4.  PRESIDENT.  The President shall preside at all meetings of the Directors, and shall have the general powers and duties of supervision and management usually vested in the office of President of a Corporation. He or she shall sign all contracts and agreements in the name of the ASSOCIATION, be responsible for the general management of the ASSOCIATION, enforce these BY LAWS and perform all duties incident to this position and office which are required by law.

SECTION 5.  VICE-PRESIDENT.  The Vice-President shall perform all the duties of the President during the absence or disability of the President. He or she shall also perform such other duties as may be delegated to him or her generally by the BOARD. He or she shall be prepared to assume the temporary role of Commissioner of the current sport, if a vacancy occurs.

SECTION 6.  TREASURER.  The Treasurer shall have the responsibility for all the funds and securities of the ASSOCIATION and shall deposit such funds to the credit of the ASSOCIATION in such bank or trust company as may be designated by the BOARD. He or she shall render to the President and the BOARD at the regular meetings of the BOARD, or whenever they may request it, a financial statement. All checks or other orders for the payment of money or other evidences of indebtedness issued in the name of the ASSOCIATION shall be signed by an officer or officers in such a manner as shall be determined from time to time by resolution of the BOARD.

The Treasurer’s accounts shall be examined annually by either an auditor or an auditing committee, of not less than three members. The auditor or auditing committee members may be members of the ASSOCIATION but may not be members of the Board of Directors. When satisfied that the Treasurer’s annual report is correct, the auditor/auditing committee shall sign a statement of that fact at the end of the report.  An auditor or an auditing committee shall be selected by the BOARD at least two weeks before the annual meeting.

SECTION 7. SECRETARY.  The Secretary shall give, or cause to be given, notice of all meetings of members and Directors, and all other notices required by law or by these BY LAWS.  In his or her absence, any such notice may be given by any person thereunto directed by the President.  He or she shall record all the proceedings of the meetings of the members and of Directors and shall be the custodian of the records and seal of the Corporation.  He or she shall attend to all correspondence and all the duties incident to the office of the Secretary.

ARTICLE IX - COMMITTEES

SECTION 1.  The BOARD by resolution may create standing and special committees. The President shall appoint the chairperson of said committees.       No committee shall bind the BOARD or the ASSOCIATION to any action normally requiring action by the BOARD.  The BOARD shall designate the purpose and powers of the committee and the duration of its existence.  The BOARD or any future BOARD may, by resolution, dissolve any committee even if the committee’s enabling resolution prescribes a permanent existence.

SECTION 2. The chairperson of each of the standing and special committees shall be a member of the Board of Directors.

ARTICLE X - CONDUCT OF ASSOCIATION BUSINESS

The operative documents for the conduct of the business of the ASSOCIATION shall be limited to applicable laws, the ARTICLES, these BY LAWS and the by laws, rules, regulations or other mandates required to be adopted by any broader organization with which the ASSOCIATION may associate, as provided in the ARTICLES. To the extent that there is a conflict between such mandates and the provisions of these BY LAWS, then such broader organization’s mandates shall prevail. In the event this Article applies at any time, the current President shall keep available sufficient copies of said other mandates so that the membership may reasonably have the opportunity to Inspect same.

ARTICLE XI - COMPENSATION

No officer or Director shall receive compensation in respect of his or her official duties as prescribed herein.      However, to the extent that such official shall incur reasonable and necessary expenses, in furtherance of the objectives of the ASSOCIATION, he or she shall be reimbursed to the extent thereof by the Treasurer, as a matter of course.    No challenge to such reimbursement may be made by the BOARD at any time later than the second regular Board meeting following the challenged reimbursement, and no such challenge by the membership may be made any later than the next annual meeting after the reimbursement, at which meeting all prior acts of the BOARD and the officers are expressly approved, provided that records detailing such reimbursements are available for inspection by the members before such meeting.

ARTICLE XII - CONFLICT OF INTEREST

In order to avoid any conflict of interest, no proprietorship, partnership, corporation or business establishment may sell, convey or transfer goods or merchandise- to the ASSOCIATION if the business is owned, managed or otherwise controlled, in whole or in part, by a member of the ASSOCIATION’s Board of Directors.

ARTICLE XIII - DISSOLUTION

SECTION 1. PROCEDURE.  This ASSOCIATION may consider dissolution upon a resolution by the BOARD by a 2/3 vote of the members present- and voting. The question of dissolution shall be submitted to a vote at an annual or special meeting of the membership. Notice shall be given of such meeting stating the purpose within the time and manner provided in these BY LAWS for the giving of notice of meetings of members.

SECTION 2.  DISTRIBUTION OF ASSETS.

The assets of the ASSOCIATION shall be applied and distributed as follows:

(a) All liabilities and obligations of the ASSOCIATION shall be paid, satisfied and discharged, or adequate provision shall be made therefor;

(b) Assets held by the ASSOCIATION upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;

(c) Any unencumbered assets remaining after the ASSOCIATION takes steps to meet the provisions of subsections (a) and (b) hereof shall be transferred or conveyed to one or more domestic corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in the Virginia Non-stock Corporation Act or as a court may direct, in accordance with governmental regulations.

ARTICLE XXV - AMENDMENTS

SECTION 1. AMENDMENTS.  The power to alter, amend, or repeal these BY LAWS or adopt new by laws shall be vested in the Board of Directors, by a 2/3 vote of the members present and voting; provided that previous notice shall have been given in the call for the meeting.