CONSTITUTION AND BYLAWS
GREATER MCADORY ATHLETIC ASSOCIATION
SECTION I
ARTICLE I
The name of this Association shall be “Greater McAdory Athletic Association”, hereinafter referred to as the “Association”.
ARTICLE II
This Association is organized exclusively for charitable purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code, as a community, non-profit organization to aid in the physical education and training of clean, moral sportsmanship and as a means of recreation for the boys and girls of the greater McAdory community area. Its support shall be broad based and shall be raised from public contributions, membership fees, and gross receipts from activities related to the functions set forth herein.
SECTION II
ARTICLE I
A. The election of a President, Secretary, and Treasurer (hereinafter referred to as “Elected Officers”) for the forthcoming year shall be held no later than December 15th of each year. Only adults with children (either boys and/or girls) who participate in the Association’s activities, or appointed adults working in the Association, are eligible to nominate and/or to vote in this election of officers. Individuals nominated for the office of President must have served on the Board, as defined herein below, for a period of one (1) year prior to being considered for election to such office, and said time shall have been served within the previous three (3) years. Individuals nominated for the office of Treasurer must have served a full term on the Board within the previous year.
B. These Elected Officers, as set forth in Sub-Section A hereinabove, will then select the remaining ten (10) Board members as set forth below in Sub-Section C. These Elected Officers will also coordinate the closing ceremony banquet and will solicit assistance from the remaining ten (10) Board members.
C. The Board of Directors (the “Board”), consisting of thirteen (13) adults, shall have the full discretionary authority to appoint the President, or any other duly
D. appointed individual, to manage the day-to-day business and property of this Association. This Board shall be constituted as follows:
1. President - Elected
2. Vice President - Appointed
3. Secretary - Elected
4. Treasurer - Elected
5. Athletic Director - Appointed
6. Assistant Athletic Director - Appointed
7. Cheer Leading Director - Appointed
8. Concessions Director - Appointed
9. Assistant Concessions Director - Appointed
10. Grounds Director – Appointed
11. Maintenance Director - Appointed
12. Fund raising Director - Appointed
13. Public Relations and Communications Director - Appointed
E. All Board members shall take office on January 1st of the year next following, and each individual shall serve for a term of one (1) year, which will terminate on December 31st of the same calendar year in which his or her term commenced.
F. Vacancies in the Board may be filled at a regular or a called meeting by two-thirds (2/3) vote of the officers of the Board.
G. Special meetings of the Board shall be called by the President, or upon a request to the President by any five (5) members of the Board.
H. A quorum of a least two-thirds (2/3) of the thirteen (13) members of the Board shall be present to (i) amend, change, and/or ratify matters pertaining to the Constitution and Bylaws of this Association, and (ii) remove and/or replace any Board member, official or worker from his or her position at the sole discretion of the Board as set forth herein.
I. Any Board member who shall miss three (3) consecutively scheduled meetings, without a satisfactory excuse, and/or who may be determined to have been negligent in his or her duty, may be terminated and replaced on the Board by the rules set forth in Section G.
J. No Association donations or purchases shall be made by anyone unless approved by the Board of Directors at a regular or a called meeting.
K. Votes concerning donations of money from the Association or any other votes cannot be taken via telephone. A meeting must be called to conduct such business, and any such business shall not conflict with any portion of the IRS 501(c)(3) codes.
L. The financial records of the Association shall be checked by an independent Certified Public Accountant within 30 days of the close of each calendar year. This accountant shall prepare and certify such results and, furthermore, shall complete all necessary IRS forms for filing by the Association.
ARTICLE II
A. The President shall preside at all Board meetings and shall sign all written contracts of the Association, as shall be approved by the Board. He/she shall be an ex-officio member of all committees. He/she shall be responsible to appoint committees as required, from time to time, and shall perform other such duties usual to a club or association such as this Association.
B. The Vice President shall perform the duties of the office of the President during the absence of the President and/or as appointed to the Vice President by the President.
C. The Secretary shall conduct the Association’s official correspondence and shall maintain an accurate account of all transactions of the Association, including but limited to, the records of fees paid for participation in football and cheer leading activities, as well as the minutes of all meetings of the Association. The records pertaining to all collected fees shall be reported to the Treasurer on a regular basis and prior to any Board meeting.
D. The Treasurer shall disburse all monies of the Association, including weekly startup funds for the concession stand, the gate, the payment of game officials, and contracted public address officials, subject to the approval of the Board and within the authority granted by these bylaws. Furthermore, the Treasurer shall present at Board meetings, a complete record of all financial business. The Treasurer shall pay all debts of the Association by check, and all checks must be signed by two (2) of the following individuals: President, Treasurer, and Concessions Director.
E. The Athletic Director shall schedule all games and activities of the football portion of the Association. Additionally, the Athletic Director shall ensure that all players and coaches have proper equipment, uniforms, and shall keep a record of all playing equipment and uniforms owned by the Association. The President and Athletic Director, jointly, shall also have authority over coaching conduct as set forth by the Board. The Athletic Director shall instruct all coaches to return all equipment and uniforms at the end of the season. The President, with input from the Athletic Director, shall have full responsibility to recruit the coaches, all of whom shall be approved by the Board. Furthermore, the Athletic Director shall be responsible for the purchase of the athletic equipment and uniforms. Any single or group purchase(s) exceeding the aggregate of $100 shall be brought before the Board for approval.
F. The Assistant Athletic Director shall perform the duties of the Athletic Director during any absence. He/she shall be responsible, under the Athletic Director’s guidance, for coordinating all practice games on the playing field and the posting of the game and practice schedules in the equipment room. Additionally, the Assistant Athletic Director shall assist the President and the Athletic Director during all games and practices to ensure that all coaches and fans maintain proper conduct.
G. The Cheer Leading Director shall work with all cheerleader parents and coordinate the Cheerleader Clinic, the Homecoming Ceremony, and any other projects or events related to cheer leading. The Cheer Leading Director shall be responsible for the ordering and distribution of uniforms, shakers or any other material, which directly relates to the cheerleaders. Furthermore, the Cheer Leading Director shall be responsible for providing the Public Relations and Communications Director a list of the various cheerleader squad parents’ names and phone numbers for the distribution of information as directed by the Cheer Leading Director.
H. The Concessions Director shall be responsible for (i) the complete oversight and operations of the Association’s concession stand, including but limited to, concession receipts, concession stocking and supplies, the securing of appropriate weekly startup monies from the Treasurer for the running of the concession stand, and a concession stand workers schedule. Furthermore, the Concessions Director shall keep an accurate account of all concession receipts and expenditures, and shall turn over all profit to the Association Treasurer. There shall be no purchases made “on credit” unless approved by the Board.
I. The Assistant Concessions Director shall be responsible for all concession stand duties as directed by the Concessions Director, and shall assume all duties and responsibilities should the Concessions Director be unavailable.
J. The Grounds Director shall be responsible for all necessary and required maintenance activities of the Association’s fields, and any required work, which may be required by the Board, to further enhance the Association’s facilities. Any single or group purchase(s) exceeding the aggregate of $100 shall be brought before the Board for approval.
K. The Maintenance Director shall be responsible for all maintenance activities of the Association, along with any assistants, to include but not be limited to the following: general repairs, broken windows, locks, fencing, field light bulb replacement, trash removal, and the total upkeep of all facilities. Any single or group purchase(s) exceeding the aggregate of $100 shall be brought before the Board for approval.
L. The Fund Raising Director shall be responsible for all fund raising activities, which shall include but not be limited to the following:
Registration Fund-raiser
T-Shirt Sales
Raffles
Fun Day/Jamboree
Picture Scheduling
Trophies
Miscellaneous Fund-raising (car washes, yard sales, etc.)
All fund-raiser activities must have prior Board approval; must be coordinated through the Public Relations and Communications Director for proper community notification; and must not conflict with any IRS 501(c)(3) codes.
M. The Public Relations and Communications Director shall be responsible for dispersing all information from the Board to the area community, team parents, cheerleading parents, the press, and providing all necessary feedback to the Board when necessary. The latter activities shall include, but not be limited to banners, fliers, posters, and any other physical communications. Furthermore, this Association maintains a web site, and the Public Relations and Communications Director shall promptly ensure that the webmaster has all necessary information, photographs, or whatever is requested to keep the web site current and active.
SECTION III
ARTICLE I
The Board members shall be charged with the compliance of the terms of the Constitution and the bylaws set forth herein, as such bylaws shall apply in all matters pertaining to or connected with the GREATER MCADORY ATHLETIC ASSOCIATION – CHEERLEADING AND FOOTBALL DIVISION.
SECTION IV
ARTICLE I
A. No one will be allowed on the playing field except coaches, game officials, medical personnel, cheerleaders, or players of any game in progress.
B. All coaches are required to have their own roster available to the opposing coach at weigh in.
C. The head coach is responsible for the chains and down markers, and the personnel to handle them, during each home game.
D. All rules of the South Eastern Youth Football League shall apply to this Association.
E. The playing field and the practice areas shall fall under the jurisdiction of the Association’s Board, and the Board shall put these areas to use, as deemed necessary, for the good of the Association. If fields are to be used for any other purpose than football and cheerleading, the proposal must be brought before the Board for approval, except for uses as outlined in the lease agreement for the premises between the Association and the Jefferson County Board of Education.
F. No player will be given a uniform to play until his or her fees are paid or satisfied, without the Board’s approval.
G. Should any parent, guardian and/or spectator become involved in, either on the field or within the GMAA complex, any unruly conduct, using indecent or profane language, and/or the verbal or physical abuse, but not limited to, of a coach, parent, other spectator, or player; then in such instance, said person or persons will be permanently and immediately banned from any GMAA function for the remainder of the season.
H. If any parent that is scheduled to work in the concession stand does not fulfill his or her obligation, such parent’s child cannot participate in the next scheduled game, or the next game the child is to attend. EXCEPTION: A parent may pay an approved worker, from the list posted in the concession stand, $20 per game to work their shift.
I. Board members’ children shall not be eligible for prizes or titles of COMPETITIVE fund-raising events.
J. ABSOLUTELY NO ALCOHOL, DRUGS, SMOKING, PETS OF ANY KIND, OR FIREARMS WILL BE PERMITTED ON ASSOCIATION OR SCHOOL-LEASED PROPERTY.
SECTION V
ARTICLE I
There exists, as set forth above herein, a usage or “lease” agreement between the Association and the Jefferson County Board of Education. All portions of the referenced agreement shall take precedence over anything contained herein to the contrary. Nevertheless, any portion of this Amended and Re-Stated Constitution and Bylaws, which is not in conflict with the referenced agreement, shall be fully enforceable and shall inure to the benefit of the Association.
ARTICLE II
This Association has permanently dedicated all assets for a section 501(c)(3) IRS codes purpose. Should the Association ever be dissolved in the future, all of its assets will be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE III
Appendix A, set forth as “Conflict of Interest Policy”, is herewith attached, and is made a part of this Amended Constitution and Bylaws.
This Amended and Re-Stated Constitution and Bylaws are hereby fully adopted this __________ day of February 2005 by the following Board members of the Association.
Please print name and sign on same line
APPENDIX A
CONFLICT OF INTEREST POLICY
GREATER MCADORY ATHLETIC ASSOCIATION
ARTICLE I
Purpose
The purpose of the Conflict of Interest policy is to protect this tax-exempt organization’s (the “Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization, or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
ARTICLE II
Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board of committee decides that a conflict of interest exists.
ARTICLE III
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interest person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and upon which a vote is taken. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
4. Procedures for Addressing the Conflict of Interest
ARTICLE IV
Records of Proceedings
The minutes of the governing board and all committees with delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, and a record of any votes taken in connection with the proceedings.
ARTICLE V
Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting from matters pertaining t that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
ARTICLE VI
Annual Statements
Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement, which affirms that such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and, in order to maintain its federal tax exemption, it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.
ARTICLE VII
Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subject matters:
a. Whether compensation arrangements and benefits are reasonable, based upon competent survey information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment and payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
ARTICLE VIII
Use of Outside Experts
When conducting the periodic reviews as provided fir in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring the periodic reviews are conducted.
Amendment Number One To
The Amended Constitution and Bylaws
Of
GREATER MCADORY ATHLETIC ASSOCIATION
In accordance with the provisions of the Amended Constitution and Bylaws of The Greater McAdory Athletic Association (Association), said Constitution and Bylaws are hereby amended as follows:
1. Section II, Article I, Sub-Section B shall be removed in its entirety and the following shall be substituted in its place.
2. Section II, Article I, Sub-Section C shall be removed in its entirety and the following shall be substituted in its place.
3. Section II, Article I, Sub-Section G shall be removed in its entirety and the following shall be substituted in its place.
4. Section II, Article II shall be amended by including the following Sub-Section N to said Section and Article.
Other than the above amendments, all other Sections of the Original Amended Constitution and Bylaws of the Association shall remain in full force and effect.
This Amendment Number One is hereby fully adopted this __________ day of _________, 2007 by the following Board members of the Association.
Please print name and sign on same line