BYLAWS
of
danvers
YOUTH FOOTBALL, inc.
ARTICLE I. GENERAL PROVISIONS
Section 1. Corporate Name
The
name of the Corporation shall be shall be as set forth in the Articles of
Organization.
Section 2. Principal
Office
The
principal office of the Corporation shall be located at the address set forth
in the Articles of Organization of the Corporation filed with the Secretary of
State of the Commonwealth or at such other address situated in
Section 3. Fiscal Year
Except
as may otherwise be determined by the directors, the fiscal year of the
Corporation shall end on November 30 in each year.
Section 4. Subordination to Articles of Organization
These
Bylaws, the powers of the Corporation and of its directors, officers and
members and all matters concerning the conduct and regulation of the business
and activities of the Corporation shall be subject to such provisions in regard
thereto, if any, as are set forth in the Articles of Organization. All references in these Bylaws to the
Articles of Organization shall be construed to mean the Articles of
Organization of the Corporation, as they may be amended or restated from time
to time.
ARTICLE II. PURPOSES AND OBJECTIVE
OF THE CORPORATION
Section 1. Purposes
The
purposes of the Corporation shall be as stated in the Articles of Organization.
Section 2. Objective
The
objective of the Corporation shall be to implant firmly in the children of the
Town of
To
achieve its objective, the Corporation will provide supervised football and
cheerleading programs for the aforesaid children and will undertake to teach
said children the skills required for success in playing football and
cheerleading. All directors, officers
and members appointed or elected in the manner set forth below shall bear in
mind that the attainment of exceptional athletic skill or the winning of games
and competitions is of secondary importance and that the molding of future good
citizens is the prime directive of the Corporation.
ARTICLE III. MEMBERS OF THE CORPORATION
Section 1. Membership Corporation
The
Corporation is to be organized upon a non-stock, certificate of membership
basis. Memberships shall be
non-redeemable, non-transferable and non-dividend bearing.
Section 2. Eligibility for Membership and
Election thereto
Any
and all persons, partnerships, trusts, firms or incorporated associations
committed to the purposes of the Corporation and sincerely interested in
actively participating to achieve the objective of the Corporation shall be
eligible for membership in the Corporation and may apply to the Secretary to
become a member of the Corporation, subject to the provisions contained in
these Bylaws and in the Articles of Organization. The Secretary shall receive such applications
and shall submit the same to the Board of Directors for approval by vote of a
majority of the Directors present at its next regular meeting or at any earlier
special meeting of the Board of Directors.
The Secretary shall maintain a Roll of Members of the Corporation and
shall make the same available for inspection at any members’ meeting or
directors’ meeting.
Section 3. Classes of Members
There
shall be four (4) classes of members, which classes of members shall be
determined and defined as described below:
A. Player Members
Any child residing in the Town of
B. Regular Members
Any person who is actively interested in furthering the
purposes of the Corporation and achieving the objective of the Corporation may
become a Regular Member of the Corporation, upon election as herein provided.
C. Honorary Members
Any person may be elected as an Honorary Member of
the Corporation by the unanimous vote of all Directors present at any duly held
meeting of the Board of Directors.
Honorary Members shall have no rights, duties or obligations in regard
to the management or property of the Corporation. An honorary membership shall be for the term
specified in the vote establishing it.
D. Sustaining
Members
Any person, partnership, trust, firm or incorporated
association committed to the purposes of the Corporation and sincerely
interested in participating to achieve the objective of the Corporation who or
which makes a significant financial or other noteworthy contribution to the
Corporation may, by majority vote of the Board of Directors, become a
Sustaining Member of the Corporation. No
Sustaining Member shall have any right, duty or obligation in regard to the
management or property of the Corporation.
Section 4. Other Affiliations of Members
Regular
Members, Player Members, Honorary Members and Sustaining Members shall not be
required to be affiliated with any other organization or group, in order to be
eligible to become members of the Corporation.
Section 5. Voting Rights of Members
A. Only Regular Members in good
standing shall be entitled to vote at any meeting of the Corporation. Player Members, Honorary Members and
Sustaining Members shall have no right to vote at any meeting of the
Corporation, however, all members of
the Corporation and all residents of Danvers may attend any meeting of the
Corporation, if they so choose.
B. A Regular Member is in good
standing, if he or she (A) has paid his
or her dues, (B) has attended at least
two thirds (2/3) of the meetings of the Corporation within the twelve (12)
months previous to the vote being taken and
(C) is not otherwise in violation of these Bylaws. For the purposes of this section, the casting
of a vote at any meeting of the Corporation by means of an absentee ballot or
proxy pursuant to Sections 16 or 17 of this Article shall not be deemed to be
equivalent to attendance at said meeting.
Also for the purposes of this section, attendance at any annual or
special meeting of the membership or at any annual or special meeting of the
Board of Directors of the Corporation shall constitute one meeting
attended; provided, however, that, when
meetings of the membership and meetings of the Board of Directors occur on the
same date, a Regular Member who attends both meetings shall only earn one
meeting attendance credit for that date.
Section 6. Resignation of Members
A
resignation of a member shall be in writing and shall take effect upon receipt
by the Board of Directors.
Section 7. Death or Other Termination of
a Member
Upon
the death of a Playing Member, Regular Member, Honorary Member or Sustaining
Member, the membership of that member shall cease immediately.. Upon the dissolution or termination of a
Sustaining Member, if that member is a partnership, trust, firm or incorporated
association, the membership of that Sustaining Member shall cease immediately.
Section 8. Suspension or Termination of
Memberships
A. Discretionary Suspension or Termination of a
Non-Player Member
The Board of Directors, by a two thirds (2/3 rds)
vote of those present at any duly constituted meeting, shall have the authority
to suspend for a fixed time period or to terminate the membership of any
Regular Member, Sustaining Member or Honorary Member, when the conduct of such
person or entity is determined to be detrimental to the best interests of the
Corporation. Prior to any vote of the
Board of Directors to suspend or to terminate a non-Player membership, the member
whose membership is at issue shall be notified in writing of the time, date and
place of such scheduled meeting, informed of the general nature of the charges
against him, her or it and given an opportunity to appear at the said meeting
to answer such charges. Said notice
shall be hand delivered or mailed to the subject member at said member’s last
recorded address, at least seven (7) days before scheduled meeting.
B. Mandatory Termination of a Non-Player Member
Regular Members who fail to pay their dues within
ninety (90) days from the date upon which the same become due shall be reported
by the Treasurer to the Board of Directors at its next scheduled meeting as
being in arrears and, upon receipt and acceptance by the directors of such
report, shall be terminated and dropped automatically from the Roll of members
and shall immediately forfeit all rights and privileges of such membership.
C. Discretionary Suspension or Termination of a Player
Member
As set forth more particularly in Article IX below,
the Disciplinary Committee and the directors of the Corporation shall, in
addition to awarding other, lesser disciplinary remedies, have the power to
suspend for a fixed period of time or to terminate the membership of any Player
Member.
Section 9. Membership
Dues and Participation Fees
A. Membership Dues
Annual dues in such amount as the Board of Directors
may determine by vote, from time to time, shall be due and payable to the
Corporation by all Regular Members, but not by other classes of members. Said dues shall be payable in advance by said
members enrolled on the books of the Corporation in each fiscal year. Dues of a new member, when received, shall be
applied to the then current fiscal year of the Corporation or any part thereof
remaining, without proration.
B. Participation Fees
(1.) A
Participation Fee in such amount as the Board of Directors shall determine from
time to time may be assessed to the parents or guardians of Player Members, in
order to ensure the operational continuity of the Corporation’s programs. Said fee shall be collected at the time of
registration, unless the Board of Directors otherwise determines from time to
time.
(2.) In
the event that the parents or the legal guardian of a Player Member lack
sufficient funds to pay the Participation Fee for such Player Member, the
President and Treasurer may, at their sole discretion, jointly waive the said
Participation Fee. When such waiver
occurs, it shall be reported to the Board of Directors at its next scheduled
meeting.
(3.) The
failure or inability of any parent or legal guardian to pay the Participation
Fee of a Player Member shall be treated as confidential information and shall
not be communicated to any person who is not a Director of the Corporation,
without the permission of the affected parent or legal guardian.
Section 10. Annual Meetings of Members
The
annual meeting of members shall be held at
Section 11. Special Meetings of Members
A
Special Meeting of the membership may be called at any time either by the
President, or by a majority of the Directors acting by vote or written
instrument(s) signed by them. A Special Meeting
of the membership shall be called by the Secretary, or in case of the death,
absence, incapacity, or refusal of the Secretary, by any other officer, upon
written application of at least one-third of the Members entitled to vote at
the meeting. The call of a special
meeting shall state the time, place, and purposes of the meeting. No business other than that which is
specified in the notice of the meeting shall be transacted at any Special
Meeting of the Members. The President
shall preside at any special meeting of the membership.
Section 12. Place of Meetings
All
meetings of the members shall be held at the principal office of the
Corporation in Massachusetts, unless a different place within Massachusetts is
designated by the President, or by the Secretary or by a majority of the
Directors acting by vote or by written instrument(s) signed by them. Any adjourned session of any meeting of the
members shall be held at such place within
Section 13. Notice of Meetings of Members
A
written notice of the place, date, and hour of any meeting of the members,
stating the purposes of such meeting, shall be given at least ten (10) days
before the meeting to each member entitled to vote thereat and to each member
who is otherwise entitled by law or by the Articles of Organization to such
notice, by handing the notice to the member or leaving the notice at the
member's last known place of residence or last and usual place of business, or
by mailing it postage prepaid and addressed to the member at the member's
address as it appears in the records of the Corporation. Such notice shall be given by the Secretary,
or in case of the death, absence, incapacity, or refusal of the Secretary, by
any other officer, or by a person designated either by the Secretary, by the
person or persons calling the meeting, or by the Board of Directors. Whenever notice of a meeting is required to
be given to a member under any provision of law, of the Articles of
Organization, or of these Bylaws, a written waiver thereof, executed before or
after the meeting by the member and filed with the records of the meeting,
shall be deemed equivalent to such notice.
Section 14. Quorum of Members
At
any meeting of the members a quorum shall consist of one-third of those members
entitled to vote at the meeting, except when a larger quorum is required by
law, by the Articles of Organization, or by these Bylaws. Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present, and the meeting may be held as adjourned without further
notice.
Section 15. Action by Vote of Members
When
a quorum is present at any meeting of members, a plurality of the votes
properly cast for election to a directorship shall elect such director and a
majority of the votes properly cast upon any question (other than the election
of a director) shall decide the question, except when a larger vote is required
by law, by the Articles of Organization, or by these Bylaws. No ballot shall be required for any election,
unless requested by a member present or represented by proxy at the meeting and
entitled to vote in the election.
Section 16. Proxies of Members
Any
member entitled to vote may vote either in person or by a written proxy, which
proxy shall be dated not more than three (3) months before the meeting named
therein and, before being voted, shall be filed with the Secretary or other
person responsible for recording the proceedings of the meeting . Unless otherwise specifically limited by its
terms, such proxy shall entitle the holder thereof to vote at any adjournment
of the meeting, but shall not be valid after the final adjournment
thereof. A proxy purporting to be
executed by or on behalf of a member shall be deemed valid, unless challenged
at or before its exercise and the burden of proving its invalidity shall rest
on the challenger. At any time, a member
may rescind a proxy previously given by so notifying the Secretary in writing
of his or her recission of said proxy and such recission shall be effective
when received by the Secretary; however,
such recission shall not effect any vote which is cast by virtue of said proxy
before the Secretary receives written notice of such recission.
Section 17. Absentee Ballots
For
the expressed purpose of accommodating a regular member in good standing who
cannot be in attendance at the annual meeting, an absentee ballot may be
requested and obtained from the Secretary of the Corporation. The absentee ballot shall be properly
completed, signed and returned in a sealed envelope to the Secretary, prior to
the date of the annual meeting and the election of members to the Board of
Directors. The Secretary shall present
all absentee ballots at the annual meeting and certify the validity of such
ballots, prior to the conduct of any election thereat.
Section 18. Order of Business at Members'
Meetings
A. The following order of business shall be observed at all
annual or special meetings of the Members:
(1.) Calling
of the roll;
(2.) Reading,
correcting and approving the minutes of the previous meeting;
(3.) Report
of the Treasurer
(4.) Reports
of other officers, if any;
(5.) Election
of directors and certain officers, if timely;
(6.) Unfinished
business;
(7.) New business
B. With the prior approval of a majority of the voting
members present, the President may deviate from the aforesaid order as he or
she deems advisable.
Section 19. Rules of Order at Meetings
Roberts’
Rules of Order shall govern the proceedings at all meetings, except where the
same conflicts with the Articles of Organization of the Corporation or these
Bylaws.
ARTICLE IV. DIRECTORS
Section 1. Powers of Directors
The
business of the Corporation shall be managed by a Board of Directors who shall
have and may exercise all the powers of the Corporation, except as otherwise
reserved to the members by law, by the Articles of Organization, or by these
Bylaws.
Section 2. Qualification of Directors
A
Director must be a Regular Member in good standing.
Section 3. Number, Election, and Term of
Office of Directors
A. The Board of Directors shall consist
of not less than ten (10) Directors. The precise number of the directors shall
be determined from time to time by majority vote of the Regular Members. The directors shall be chosen at the annual
meeting of the members by majority vote of the Regular Members in attendance or
present by way of absentee ballot who have the right to vote thereat. Upon election, a Director shall immediately
commence the performance of his or her duties and shall continue to hold
office, until the next annual election of Directors and until his or her
successor is chosen and qualified or until he or she sooner dies, resigns, is
removed, or becomes disqualified. The
number of Directors so fixed may, within the limits prescribed above, be
increased at any regular or special meeting of the members and, if the number
is increased, the additional Directors may be elected at the meeting at which
the increase is voted or at any subsequent meeting.
B. If any vacancy occurs in the Board
of Directors, by death, resignation or otherwise, it may be filled by a
majority vote of the remaining Directors at any regular Directors’ meeting or at
any special meeting called for that purpose.
While there is a vacancy in the Board of Directors, the remaining
Directors, except as otherwise provided by law, may exercise the powers of the
full Board until the vacancy is filled.
Section 4. Regular Meetings of Directors
A. The first meeting of the Board of
Directors following the annual meeting of the members shall be held, without
notice, immediately after and at the same place as the annual meeting of the
members or the special meeting held in lieu thereof. If in any year a meeting of the Board of
Directors is not held at such time and place, any action to be taken may be
taken at any later meeting of the Board of Directors with the same force and
effect as if held or transacted at such meeting.
B. Other regular meetings of the Board
of Directors may be held at such times and places, within or without the
Commonwealth of Massachusetts, as the Board of Directors may fix from time to
time. When they are so fixed, no notice
thereof need be given, provided that any Director who is absent when such times
and places are so fixed shall be given notice of the fixing of such times and
places.
Section 5. Special Meetings of Directors
Special
meetings of the Directors may be held at any time and at any place designated
in the call of the meeting, when called by the President or Treasurer or by two
or more Directors, reasonable notice thereof being given to each Director by
the Secretary or by the officer or one of the Directors calling the meeting. In the absence of the President, the
Executive Vice President shall preside at said meetings. In the event that both the President and the
Executive Vice President are absent, an officer or one of the Directors calling
the meeting shall preside thereat.
Section 6. Notice of Directors' Meetings
It
shall be reasonable and sufficient notice to a Director to send notice by mail
at least forty-eight hours or by telegram at least twenty-four hours before the
meeting addressed to him at his usual or last known business address or
residence address or to give notice to him in person or by telephone at least
twenty-four hours before the meeting.
Notice of a meeting need not be given to any Director, if a written
waiver of notice, executed by him before or after the meeting, is filed with
the records of the meeting, or to any Director who attends the meeting, without
protesting before or at its commencement, the lack of notice to him. Neither notice of a meeting nor a waiver of notice
need specify the purposes of the meeting.
Section 7. Quorum for Directors' Meetings
and Actions by Vote
At
any meeting of the Directors a quorum for any election or for the consideration
of any question shall consist of a majority of the Directors then in
office. Whether or not a quorum is
present, any meeting may be adjourned from time to time by a majority of the
votes properly cast upon the question, and the meeting may be held as adjourned
without further notice. When a quorum is
present at any meeting, the votes of a majority of the Directors present shall
be requisite and sufficient for election to any office and shall decide any
question brought before the meeting, except in any case where a larger vote is
required by law, by the Articles of Organization, or by these Bylaws.
Section 8. Order of Business at
Directors' Meetings
A. The following order of business shall be observed at all
annual or special meetings of the Directors:
(1.) Calling
of the roll;
(2.)
(3.) Reports
of officers, if any;
(4.) Reports
of Directors' committees, if any;
(5.) Election
of officers and directors, if timely;
(6.) Appointment
of committees, if timely;
(7.) Unfinished
business;
(8.) New business
B. The Directors may, by majority vote of the Directors
present, deviate from the aforesaid order as they deem advisable.
Section 9. Action by Consent of Directors
Any
action required or permitted to be taken at any meeting of the directors may be
taken without a meeting, if all the Directors consent to the action in writing
and the written consents are filed with the records of the meetings of the
Directors. Each such consent shall be
treated for all purposes as a vote of the consenting Director at such meeting.
Section 10. Standing Committees
The
Board of Directors shall establish the standing committees described below and
such other committees as it deems necessary or advisable from time to
time. All members of such committees
shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such
committee at any time. Any committee to
which the Board of Directors delegates any of its powers or duties shall keep
records of its meetings and shall, upon request, report its actions in writing
to the Board of Directors. The Board of
Directors shall have the power to rescind any action of any committee, but
without retroactive effect.
A. Nominating
Committee
The Board of Directors shall appoint a Nominating Committee
consisting of three (3) Directors (one of whom shall be named in such
appointment as Chairman thereof) and two other Regular Members. The Nominating Committee shall investigate
and consider eligible Regular Members and, at the annual meeting of the
Corporation, submit a slate of candidates for election to directorship. The Nominating Committee shall also submit,
at the annual meeting of the Board of Directors, a proposed slate of Officers. Except as the Board of Directors may
otherwise determine, any such committee may make rules for the conduct of its
business; but unless otherwise provided by the Board of Directors or in such
rules, its business shall be conducted insofar as possible in the same manner
as provided by these Bylaws for the Board of Directors.
B. Fund Raising
Committee
The Board of Directors shall appoint a Fund Raising
Committee consisting of not less than three (3) nor more than five (5) Regular
Members. The Vice President for Fund
Raising shall be an ex-officio member
of the Fund Raising Committee and shall be the Chairman thereof. The Fund Raising Committee shall investigate
ways and means of financing the Corporation’s activities and programs, shall
submit its recommendations to the full Board from time to time and shall be
responsible for raising monies for the benefit of the Corporation. The Fund Raising Committee shall ensure that
all funds so collected are accurately accounted for and promptly delivered to
the Treasurer.
C. Facilities
Committee
The Board of Directors shall appoint a Facilities
Committee consisting of not less than four (4) Regular Members and such other
volunteers as it deems advisable from time to time. The Vice President for Operations shall be an
ex-officio member of the Facilities
Committee and the Chairman thereof. The
Facilities Committee shall investigate and recommend available, suitable sites
for conducting the programs and activities of the Corporation, shall assist the
Vice President for Operations and the Facilities Manager (if a person is
appointed to such position in any year) in ensuring that the fields and
facilities used by the Corporation are in good order. The Facilities Committee
shall submit its recommendations and funding requirements to the President from
time to time.
D. Playing Equipment
Committee
The Board of Directors shall appoint a Playing
Equipment Committee consisting of not less than three Regular Members. The Vice President for Purchasing and
Equipment shall be an ex-officio
member and Chairman of the Playing Equipment Committee. The Playing Equipment Committee shall assist
the Vice President for Purchasing and Equipment and the Equipment Manager (if a person is appointed to such position in
any year) in collecting, storing, repairing, taking inventory of and distributing
all of the Corporation’s playing equipment (such as helmets, shoulder pads and
the like) and, on or before January 1 of each year, shall submit a detailed,
written inventory of such playing equipment to the President who shall
summarize the same in writing to the Board of Directors. The Playing Equipment Committee shall assist
the Vice President for Purchasing and Equipment in securing bids on needed
supplies and equipment and make recommendations for the purchase of same. The Playing Equipment Committee shall assist
the Vice President for Purchasing and Equipment in the proper issuance of all
playing equipment, before the start of the playing season in each calendar
year, and in the repair, cleaning and storage thereof, as soon after the close of
said playing season as practical. The
Playing Equipment Committee shall assist in duly accounting for all playing
equipment and in keeping detailed, written records of the disposition of such
equipment.
E. Auditing
Committee
The Board of Directors shall appoint an Auditing
Committee consisting of three (3) Directors (one of whom shall be named the
Chairman thereof). The Vice President
for Fundraising, the Snack Bar Manager, the Treasurer and all other persons who
are authorized to sign checks on behalf of the Corporation shall not be
eligible to serve on the Auditing Committee.
The Auditing Committee shall review periodically the Corporation’s
financial books and records and, prior to the annual meeting of the members,
attach a statement of their findings to the annual financial statement or
report of the President and Treasurer.
If ordered to do so by vote of the Board of Directors, the Auditing
Committee shall secure the services of a Certified Public Accountant to assist
them in reviewing the financial books and records of the Corporation and shall
incorporate the opinion and findings of such Certified Public Accountant in
their findings.
F. Publicity
Committee
The Board of Directors shall appoint a Publicity
Committee consisting of as many Regular Members as it may deem advisable from
year to year. The Publicity Agent shall
be an ex-officio member of this
committee and serve as the Chairman thereof.
The Publicity Committee shall assist the Publicity Agent in obtaining
favorable publicity for all of the activities of the Corporation and shall
organize and administer a system for ensuring that game reports are well
publicized in local media. The Publicity
Committee shall also assist the Publicity Agent in obtaining favorable
publicity for any fund raising activities of the Corporation conducted under
the auspices of the Fund Raising Committee.
G. Disciplinary
Committee
The Board of Directors shall appoint a Disciplinary
Committee, consisting of the Executive Vice President, the Vice President for
the Football Program and three Regular otehr Members. The Vice President for the Cheerleading
Program shall serve on the Disciplinary Committee in place of the Vice
President for the Football Program, whenever a Player Member in the
Corporation’s cheerleading program is the subject of a disciplinary
action. The Executive Vice President
shall be the Chairman of the Disciplinary Committee and shall preside at all
meetings thereof.
ARTICLE
V. OFFICERS
Section 1. Enumeration and Qualification
of Officers
A. The officers of the Corporation shall be the President,
an Executive Vice-President, a Vice President for Operations, a Vice President
for Administration, a Vice President for Fund Raising, a Vice President for the
Football Program, a Vice President for the Cheerleading Program, a Vice
President for Purchasing and Equipment,
a Publicity Agent, a Commissioner, a Treasurer, a Secretary and one or more
Assistants Treasurer.
B. All officers must be Regular Members of the Corporation
in good standing.
C. The Secretary must be a resident of
D. Any two or more offices may be held by the same
person; however, a person holding more
than one office nevertheless receives only one vote as a Director.
Section 2. Powers of Officers
Subject
to law, to the Articles of Organization, and to the other provisions of these
Bylaws, each officer shall have, in addition to the duties and powers herein
set forth, such duties and powers as are commonly incident to his office and
such duties and powers as the Directors may from time to time designate.
Section 3. Election and Appointment of
Officers
The
President, Treasurer and Secretary shall be elected annually by a majority vote
of membership at following the annual meeting of the members of the
Corporation. Assistants Treasurer may be
appointed by the Board of Directors from time to time. All other officers shall be appointed by the
President from among the elected directors of the Corporation.
Section 4. Terms of Officers
Except
as otherwise provided by law, by the Articles of Organization, or by these
Bylaws, every officer shall hold office until the next annual meeting of the
members and until his or her respective successor is chosen and qualified,
unless he or she sooner dies, resigns, is removed, or becomes disqualified.
Section 5. President
A. The President shall be the chief
executive officer of the Corporation and shall, subject to the direction of the
Board of Directors, have general supervision and control of its business,
programs and activities. The President
shall preside, when present, at all meetings of members and of the Board of
Directors and shall be an ex-officio
member of all committees established by the Board of Directors.
B. The President shall:
(1.) Conduct
the affairs of the Corporation and execute the policies established by the
Board of Directors.
(2.) Present
a written report of the condition of the Corporation at the annual meeting of
members.
(3.) Communicate
to the Board of Directors, such matters as deemed appropriate, and make such suggestions
as may tend to promote the welfare of the Corporation and the success of its
programs and activities.
(4.) Be
responsible for the conduct of the Corporation in strict conformity to such
policies as may be established by the Board of Directors.
(5.) Designate
in writing, other officers if necessary, to have power to make and execute for
and in the name of the Corporation such contracts and leases they may receive
and which have had prior approval of the Board.
(6.) Investigate
complaints, irregularities and conditions detrimental to the Corporation and
report thereon to the Board of Directors as circumstances warrant.
(7.) Prepare
and submit in writing an annual budget to the Board of Directors for its
approval and be responsible for the proper execution thereof and adherence
thereto.
(8.) With
the assistance of the Vice President for Administration and the Registrar,
examine the application and supporting proof-of qualification of every
candidate for participation in a program run by the Corporation and certify
said Player Member candidate’s residence and eligibility before the said Player
Member candidate may be accepted into one of the Corporation’s programs.
Section 6. Executive Vice-President
The
Executive Vice President shall, in case of the absence or disability of the
President, provided that he or she is authorized by the President or by the
Board of Directors to so act, perform the duties of the President and, when so
acting, shall have all of the powers of the President’s office. The Executive Vice President shall also have
such other powers and shall perform such other duties as President or the Board
of Directors may, from time to time, designate.
Section 7. Vice President for
Administration
A. The Vice President for
Administration shall be responsible for (a)
registration of Player Members, (b)
negotiating for and obtaining appropriate insurance coverage of the
Corporation’s activities, (c)
negotiating for, coordinating and overseeing the services of a
professional photographer to provide team and individual pictures of Player
Members and coaches, (d) providing
secretarial services, as needed, to other officers of the Corporation, (e)
planning any banquet or other special, non-game event approved by the
Board of Directors and (f) building the
membership of the Corporation. The Vice
President for Administration shall report directly to the President.
B. The Vice President for
Administration shall appoint a person to act as the Registrar for Player
Members, subject the approval of the Board of Directors. Any person so appointed to the position of
Registrar shall:
(1.) Receive and review applications of
candidates for player membership and check the residence and other eligibility
requirement of each such candidate;
(2.) Prepare
and maintain a Player Member Roster listing each Player Member and a Team
Roster or Squad Roster reflecting the team or squad to which each such Player
Member is assigned;
(3.) Maintain and update the aforedescribed
rosters and submit the same to the President, the Vice President for the
Football Program and the Vice President for the Cheerleading Program from time
to time;
(4.) Prepare for the President’s signature
and submission to the Cape Ann League or any other league with which the
Corporation’s programs are subsequently affiliated, team or squad rosters in
the form required by such league.
(5.) Notify the President of any
resignation or reassignment of a Player Member.
C. The Vice President for
Administration may also appoint persons to the positions of Insurance Agent,
Pictures Coordinator, Secretarial Assistant, Banquet Coordinator and Membership
Coordinator to assist in discharging the duties and functions above enumerated;
however, any such appointment made shall be subject to the approval of the Board
of Directors, which approval shall not be unreasonably withheld.
Section 8. Vice President for Operations
The
Vice President for Operations shall be responsible for (a) scheduling, coordinating and evaluating
persons serving as referees in the Corporation’s football program, (b)
negotiating for, scheduling and coordinating transportation
services, (c) negotiating for, scheduling and coordinating
the services of Emergency Medical Technicians,
(d) ensuring that the playing
fields, gymnasiums and their auxiliary facilities and equipment are available
and in an appropriate condition for the conduct of games and practices and
(e) announcing games. The Vice President
for Operations shall report directly to the President. The Vice President for Operations may appoint
persons to the positions of Referee Coordinator, Transportation Coordinator,
EMT Coordinator, Facilities Manager and Broadcasting Manager to assist in
discharging the duties and functions above enumerated; however, any such
appointment made shall be subject to the approval of the Board of Directors,
which approval shall not be unreasonably withheld.
Section 9. Vice President for Fund
Raising
The
Vice President for Administration shall be in charge of and administer all fund
raising activities of the Corporation and shall ensure that said funds are
promptly delivered to the Treasurer of the Corporation or deposited to the
credit of the Corporation in a manner approved by the President, the Treasurer
and the Board of Directors. The Vice
President for Fund Raising shall report directly to the President. The Vice President for Fund Raising may
appoint persons to positions such as Snack Bar Manager and Sponsors Coordinator
to assist in discharging the duties and functions above enumerated; however, any
such appointment made shall be subject to the approval of the Board of
Directors, which approval shall not be unreasonably withheld.
Section 10. Vice President for the Football
Program
The
Vice President for the Football Program shall be in charge of and administer
the football program and shall be responsible for (a) organizing the playing divisions and the
teams within each division, (b) recruiting and appointing coaches for said
teams, (c) scheduling games for said teams, (d)
training and evaluating the coaches of said teams, (e)
coordinating and scheduling playing fields for said teams to conduct
games and practices, (f) conducting any
tryouts necessary or desirable to the selection of the various teams and (g)
conducting any drafts necessary or desirable to the organization of teams
within the playing divisions. The Vice President for the Football Program shall
report directly to the President. The
Vice President for the Football Program may appoint persons to positions, such
as Field Scheduler, Coach Trainer, 7th & 8th Grade Teams Coordinator, 5th
& 6th Grade Teams Coordinator and 4th Grade Teams Coordinator to assist in
discharging the duties and functions above enumerated; however, any such
appointment made shall be subject to the approval of the Board of Directors,
which approval shall not be unreasonably withheld.
Section 11. Vice President for the
Cheerleading Program
The
Vice President for the Cheerleading Program shall be in charge of and administer
the cheerleading program and shall be responsible for (a) organizing the cheerleading squads, (b)
recruiting and appointing a Head Coach and one or more Assistant Coaches
for each of said squads, (c) scheduling the activities of the cheerleading
squads, (d) training and evaluating the coaches of said
squads, (e) coordinating and scheduling facilities for
said squads to conduct practices, (f)
conducting any tryouts necessary or desirable to the selection of the
various squads and (g) conducting any drafts necessary or desirable to the
organization of such squads. The Vice President for the Cheerleading Program
shall report directly to the President.
The Vice President for the Cheerleading Program shall appoint persons to
the positions of Head Coach and Assistant Coach for each cheerleading squad;
however, any such appointment made shall be subject to the approval of the
Board of Directors, which approval shall not be unreasonably withheld.
Section 12. Vice President for Purchasing
and Equipment
The Vice President for Purchasing and Equipment
shall, with the assistance and guidance of the Playing Equipment Committee,
attend to, and be responsible for, purchasing and maintaining all equipment and
supplies required for the proper operation of the Corporation and its
activities and programs, keeping detailed records of all purchases made and
presenting invoices therefor to the Treasurer for payment. The Vice President for Purchasing and
Equipment shall report directly to the President. The Vice President for the Purchasing and
Equipment may appoint persons to positions, such as Equipment Manager and Team
Equipment Manager to assist in discharging the duties and functions above
enumerated; however, any such appointment made shall be subject to the approval
of the Board of Directors, which approval shall not be unreasonably withheld.
Section 13. Publicity Agent
The
Publicity Agent shall, assisted by the Publicity Committee, attend to and be
responsible for obtaining favorable publicity for all activities of the
Corporation and shall perform such other duties as may be assigned from time to
time by the President and/or the Board of Directors.
Section 14. Commissioner
The
Commissioner shall be responsible for attending all meetings of the league(s)
in which teams in the Corporation’s football and cheerleading programs compete
as the designated representative of the Corporation, shall report to the
President all matters arising thereat and, under the direction of the
President, shall communicate the position of the Corporation in regard to all
matters pertaining to the operation of said league and the participation of the
Corporation therein.
Section 15. Treasurer
A. The Treasurer shall, subject to the direction of the
Board of Directors, have general charge of the financial affairs of the
Corporation and shall cause accurate books of account to be kept. The Treasurer shall have custody of all funds
and securities of the Corporation, except as the Board of Directors may
otherwise provide.
B. The Treasurer shall:
(1.) Perform such duties as are herein set
forth and such other duties as are customarily incident to the office of
Treasurer or may be assigned by the Board of Directors.
(2.) Receive
all monies and securities belonging to the Corporation and deposit the same in
a depository approved by the Board of Directors.
(3.) Keep
records for the receipt and disbursement of all monies and securities of the
Corporation, approve all payments from allotted funds and draw checks therefor
in agreement with policies established in advance of such actions by the Board
of Directors.
(4.) Prepare
an annual budget, under the direction of the President, for submission to the
Board of Directors at its annual meeting.
(5.) Prepare
an annual report to the membership and submit the same at its annual meeting.
Section 16. Assistant Treasurers
One
or more Assistants Treasurer may be appointed by the Board of Directors, from
time to time, and shall have such powers and perform such duties as the Board
of Directors may designate from time to time.
Section 17. Secretary
A.. The Secretary shall keep written
minutes of the meetings of the membership and the Board of Directors. In the absence of the Secretary from any such
meeting a Temporary Secretary shall be appointed by the person presiding at the meeting, shall
perform the duties of the Secretary thereat for the duration of such meeting
and shall forthwith transmit the said minutes of the meeting to the Secretary
for inclusion in the records of the Corporation.
B. The Secretary shall also maintain
the official records of the Corporation and cause all minutes to be recorded in
a book kept for that purpose.
C. The Secretary shall also:
(1.) be
responsible for recording the activities of the Corporation and maintaining
appropriate files, mailing lists and necessary records;
(2.) perform
such duties as are herein specifically set forth, in addition to such other
duties as are customarily incident to the office of Secretary or as may be assigned
by the Board of Directors;
(3.) maintain
a current Roll listing all Regular Members, Sustaining Members, Honorary
Members, Directors and committee members;
(4.) give
notice of all meetings of the Corporation and of the Board of Directors, except
as otherwise provided in the Bylaws.
(5.) issue
membership cards to Regular Members, at the discretion of the Board of
Directors.
(6.) conduct
all correspondence, not otherwise specifically delegated, in connection with
meeting
(7.) notify
members, directors, officers and committee members of their election or
appointment.
ARTICLE VI. RESIGNATION, REMOVALS, AND VACANCIES
IN
OFFICER AND DIRECTOR POSITIONS
Section 1. Resignations of Officers and
Directors
Any
Director or officer may resign at any time by delivering his or her resignation
in writing to the President or to the Secretary or to a meeting of the
Directors. A resignation shall take
effect at such time as is specified therein or, if no time is so specified,
then upon delivery thereof.
Section 2. Removal of Officers and
Directors
A. Directors, including Directors elected by the Directors
to fill vacancies in the Board, may be removed, with or without assignment of
cause, by vote of a majority of the members entitled to vote in the election of
Directors. The Directors may, by vote of
a majority of the Directors then in office, remove any Director for cause.
B. The Directors may remove any officer from office, with or without
assignment of cause, by vote of a majority of the Directors then in office.
C. If cause is assigned for removal of any Director or officer, the
Director or officer may be removed only after a reasonable notice and
opportunity to be heard before the body proposing to remove him.
D. Except as the Directors may otherwise determine, no Director or officer
who resigns or is removed shall have any right to damages on account of such
removal.
Section 3. Vacancies in Officer or
Director Positions
A. Any vacancy in the Board of Directors, including a vacancy resulting
from an enlargement of the Board, may be filled by vote of a majority of the
Directors then in office, otherwise by the members at a meeting called for the
purpose; provided, however, that any vacancy resulting from action by the members
may be filled by the members at the same meeting at which such action was taken
by them.
B. If the office of any elected officer becomes vacant, the Directors may
elect a successor by vote of a majority of the Directors present at the meeting
at which such an election is made.
C. Every such successor shall hold office for the unexpired term of his or
her predecessor and until his or her successor shall be elected or appointed
and qualified, or until he or she sooner dies, resigns, is removed, or becomes
disqualified.
Section 4. Order of Succession
In
the event of the prolonged absence or incapacitation of the President, the
Executive Vice President shall manage the affairs of the Corporation. In the event of the prolonged absence or
incapacitation of the President and the Executive Vice President, the Vice
President for Administration shall manage the affairs of the Corporation.
ARTICLE VII. ELIGIBILITY FOR AND APPOINTMENT TO
COACHING
POSITIONS
In
order to be eligible for appointment to a Head Coach or an Assistant Coach
position, a person must satisfy such requirements as may be established
hereafter by the Board of Directors from time to time. The appointment of each Head Coach and
Assistant Coach shall expire at the end of the playing season of the team or
squad, unless sooner terminated at the discretion of the President, the Vice
President of the Football Program (or the Vice President of the Cheerleading
Program, when appropriate) or the Board of Directors. Each Head Coach shall be responsible for the
selection and training of his or her team or squad and for the actions of the
Player Members and Assistant Coaches during all games, practices and other
activities of the Corporation.
ARTICLE VIII. NO ALL STAR SELECTIONS
Consistent
with the purposes and objectives of the Corporation more fully described in
Article II above, no Player Member shall be selected or designated as an “All
Star” or otherwise singled out for performance superior to any other Player
Member during the playing season, except that (1) the exceptionally good performance of one or
more Player Members may be noted in summarizing the results of any football
game or cheerleading competition for publicity purposes and, (2) if
mandated by any league with which the Corporation is affiliated, the
Corporation may select certain Player Member(s) for special recognition at the
conclusion of the playing season. The
manner of selection shall be approved by the Board of Directors.
ARTICLE IX. DISCIPLINing OF PLAYER MEMBERS
Section 1. Authority of Head Coach to
Take Certain Disciplinary Actions
The Head Coach of any team or squad shall have the
authority to suspend, bench or award any lesser punishment to any Player Member
on his or her team or squad, whenever, in the Head Coach’s opinion, such Player
Member’s conduct creates an unnecessary risk of injury to others, impedes good
order and discipline, is contrary to published rules applying to all players on
his or her team or squad or is otherwise detrimental to the best interests of
the Corporation. No Player Member shall
be subjected to corporal punishment by any Head Coach or by any other member of
the coaching staff of any team or squad or by any member or agent of the
Corporation.
Section 2. Benching and Suspension
Defined
A Player Member will be deemed to be “benched”, when informed that he or she will not be permitted to play or compete during certain periods or all periods of one game or one competition. A Player Member who is benched will be pe