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BYLAWS OF ATLANTA FLYING DISC CLUB, INC.
OATH OF THE ATLANTA FLYING DISC CLUB
ARTICLE I Name The name of this nonprofit corporation shall be Atlanta Flying Disc Club, Inc. (the “Corporation”). ARTICLE II Purpose The Corporation is organized exclusively for charitable, religious, scientific, literary and/or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Specifically, the Corporation is organized for the purpose of educating the public about disc sports and to foster local and national competition in the arena of disc sports. ARTICLE III Location The Corporation’s principal office shall be at such place as is designated by the Corporation’s Steering Committee (the “Steering Committee”). The Corporation may operate without a principal office. ARTICLE IV Steering Committee Section 1. Number and Authority. The property, business and affairs of the Corporation shall be managed by the Steering Committee, consisting of not less than three nor more than twenty-five members. The Steering Committee shall be authorized to fix or change the size of the Steering Committee from time to time. Steering Committee members may form sub-committees to assist in carrying out certain of their duties. Section 2. Election and Term. (a) The Steering Committee shall include elected and appointed positions. Elected positions shall include President, Treasurer, Secretary, Spring League Commissioner, Summer League Commissioner, Fall League Commissioner and Social Director. All other positions shall be appointed by the elected members of the Steering Committee. Elections shall be held annually after completion of the Corporation’s summer league. Any Member (as hereinafter defined) may nominate her/himself or another Member for any Steering Committee position. However, no Member may simultaneously run for or hold more than one position, unless a position becomes vacant and the Steering Committee approves of one of its members holding such vacant position until a replacement can be made. (b) Acceptance of nominations for Steering Committee members will begin one week after the summer league midseason tournament. A notice will be sent out at such time, with or as a supplement to the Corporation’s periodic newsletter, notifying Members of upcoming elections. Members will be directed in such notice to submit, either by mail or through the Corporation’s web site, nominations for each Steering Committee position. The Steering Committee may impose reasonable conditions on nominations, such as a requiring a petition signed by a certain number of Members. Accepting of nominations for elected positions shall close at midnight on the Friday after the final summer league tournament, and accepting of nominations for appointed positions shall close at midnight, September 30. (c) Elections shall occur during the week after nominations for elected positions close, and shall be conducted on the Corporation’s web site. Each Member shall be entitled to cast one vote for each elected position. Winners will be announced at the summer league final party, and after September 30, they shall consider the nominations for appointed members of the Steering Committee. One or more of such winners shall present at the November Steering Committee meeting the names of the new appointed Steering Committee members. All new Steering Committee members shall attend, and shall be sworn in (with the Corporation’s oath) at, the December Steering Committee meeting, and shall assume their positions effective as of January 1. As soon as is practicable after each December Steering Committee meeting, each departing member will turn over to his/her successor all of the Corporation’s materials in such departing member’s possession. (d) If no candidate receives the majority of the vote for a particular elected position, there will be a run-off election between the two candidates with the greatest numbers of votes, which will take place during the week following the original election.
(e) If a Steering Committee position becomes vacant, the
President shall nominate a Member to fill the position, subject to approval by
the Steering Committee. The term of office for Steering Committee members is
one year. Notwithstanding anything herein to the contrary, any Steering
Committee member may be removed from office, with or without cause, upon the
affirmative vote of 80% or more of the remaining Steering Committee members. Section 3. Members and Duties. Steering Committee members must fulfill the duties outlined below and must attend all Steering Committee meetings. If a member is unable to attend a meeting, s/he must give her/his proxy to another Steering Committee member. If a Steering Committee member fails to attend two consecutive meetings without proxy, he/she may be removed by majority vote of the Steering Committee. A Steering Committee member may resign at any time with a written notice to the President. Resignation becomes effective at the beginning of the Steering Committee meeting following submission of such resignation. (a) President. The President, also known as “The Great Kimbee,” acts as a motivating force of the Steering Committee and monitors all Steering Committee functions. Together with the Secretary, the President plans agenda for all Steering Committee meetings. The President presides over all meetings and, if the President is absent, the Steering Committee shall elect another member to preside. The President shall have the authority, with or without attestation, to execute any agreement or other instrument binding upon the Corporation. (b) Secretary. The Secretary, with the President, plans agendas for all Steering Committee meetings. The Secretary also takes minutes of meetings, maintains a phone and address list for Steering Committee members and subcommittee members, maintains a calendar of events, provides the President with monthly calendars, and maintains the “AFDC Binder” containing all pertinent data, including Articles of Incorporation, Bylaws, phone lists, calendars, etc. (c) Treasurer. The Treasurer prepares an annual budget for the Corporation, which shall include a detailed budget for the upcoming fiscal year and a summary budget for the upcoming three years. The Treasurer also maintains, balances and holds the Corporation’s checkbook, writes checks for approved expenses, and keeps records of all purchases. In addition, the Treasurer prepares budgets, and statements of revenues and expenses. for major events, including Terminus and the Corporation’s summer league, maintains non-profit tax organization status, prepares and arranges for the filing of any necessary income tax forms and returns, and maintains the Corporation’s financial investments. (d) Summer League Commissioner. The Summer League Commissioner coordinates the Corporation’s summer ultimate league(s) through consulting with the Fields Director in order to set tournament dates and regular season dates, organizing league representatives to assist in running summer league(s), and informing the Newsletter Editor and the Secretary of all dates as soon as they are known. (e) Fall League Commissioner. The Fall League Commissioner coordinates the Corporation’s fall ultimate league(s) through consulting with the Fields Director in order to set tournament dates and regular season dates, organizing league representatives to assist in running fall league(s), and informing the Newsletter Editor and the Secretary of all dates as soon as they are known. (f) Spring League Commissioner. The Spring League Commissioner coordinates the Corporation’s spring ultimate league(s) through consulting with the Fields Director in order to set tournament dates and regular season dates, organizing league representatives to assist in running spring league(s), and informing the Newsletter Editor and the Secretary of all dates as soon as they are known. (g) Fields Director. The Fields Director oversees the securing of fields for the following events: Corporation-sponsored pickup play, summer, spring, and fall league regular season games, and all tournaments sponsored by the Corporation, including Ho!Ho!Ho!, Terminus, two summer league tournaments, a spring league tournament and a fall league tournament. The Fields Director also maintains an ongoing search for more tournament and playing fields, follows up on other Members’ leads about fields and maintains a list of field contacts. (h) Historian. The Historian organizes a historical/photographic committee that takes pictures at events sponsored by the Corporation and at important events where members of the Corporation are present. The Historian assists in preparing a slide shows for the summer league final tournament party and the Corporation’s Christmas party, and arranges to have key Corporation-sponsored events taped (i.e. summer league finals). (i) Membership Director. The Membership Director keeps an updated record of Members, including street addresses, email addresses, and phone numbers, as well as an accounting of who is current in dues payment. The Membership Director also organizes recruiting activities and actively seeks new members, and keeps track of waiver forms. (j) Newsletter Editor. The Newsletter Editor oversees publication of the Corporation’s newsletter, organizes newsletter staff and staff meetings, and disseminates information on Corporation-sponsored and UPA events. (k) Information Technology Director. The Information Technology Director maintains the Corporation’s web site, including coordinating with the Historian regarding images to be displayed thereon, coordinates the Corporation’s electronic commerce activities, and oversees and monitors all of the Corporation’s technology needs and initiatives. (l) Public Relations Director. The Public Relations Director coordinates the Corporation’s effort to publicize disc sports, to inform the public about the Corporation and its events, to increase the involvement of community businesses in disc sports and to help the community through service projects. The Public Relations Director coordinates press releases for the spring, summer and fall league seasons and tournaments, Terminus, and the Corporation’s community service projects. The Public Relations Director also prepares a sponsorship materials to be given to local businesses that are interested in sponsoring teams or events. The Public Relations Director coordinates two service projects each year for children, a spring or summer project and a fall or winter project. (m) Social Director. The Social Director coordinates all Corporation-sponsored parties for summer league, fall league, spring league, Terminus, Ho!Ho!Ho!, and the December holidays, finds locations for parties, arranges for entertainment for all parties and designates watering holes for summer league. Section 4. Meetings; Decision Making. Steering Committee meetings shall be held monthly and all Members are entitled to attend. Unless otherwise required by these Bylaws, or the Corporation’s Articles of Incorporation, all Steering Committee decisions require approval by a majority of the Steering Committee members present. A quorum shall consist of a majority of all Steering Committee members then in office. A Steering Committee member not able to attend a meeting may give his/her electoral proxy to any other Steering Committee member. Only one vote shall be allowed per Steering Committee member, regardless of the number of positions held. Section 5. Appointed Officers. The Steering Committee may appoint a director for Terminus and Ho! Ho! Ho!, and any other tournament, activity or initiative sponsored or undertaken by the Corporation. Section 6. Executive Committee. The Corporation shall have an Executive Committee consisting of the President, the Treasurer and the then-acting seasonal league commissioner. During periods when no league is being conducted, the Secretary shall be the third member of the Executive Committee. The Executive Committee shall have all of the powers of the Steering Committee to conduct the affairs of, and make decisions for, the Corporation in instances where it is impracticable to present the matter being considered to the Steering Committee, and in instances where a decision must be made before the next Steering Committee meeting. Any significant action taken or decision made by the Executive Committee shall be reported to the Steering Committee at its next meeting. The Executive Committee shall meet at such times as its members deem advisable, but shall not be required to meet. Section 7. Compensation and Expenses. Steering Committee members shall receive no compensation for their services as such, but may be reimbursed for their out-of-pocket expenses incurred in carrying out the Corporation’s business and affairs. The immediately preceding sentence shall not be construed to preclude any Steering Committee member from serving the Corporation in any other capacity and receiving reasonable compensation therefor. Section 8. Action by Written Consent. Any action required to be, or which may be, taken by the Steering Committee or any sub-committee of the Steering Committee, may be taken without a meeting if the required number (a majority, or such greater percentage as is required by these Bylaws or the Corporation’s Articles of Incorporation) of all Steering Committee members or sub-committee members, as the case may be, consent to such action in a writing setting forth the action so taken, and the writing is filed with the minutes of the proceedings of the Steering Committee or the particular sub-committee, as the case may be. Such consent shall have the same force and effect as a vote taken at a meeting. Section 9. Conference Telephone Meeting. Steering Committee members may participate in Steering Committee meetings by means of conference telephone or similar communications equipment whereby all persons participating in the meeting simultaneously may hear each other. Participation in the meeting by such means shall constitute presence in person at the meeting. ARTICLE V Members Section 1. Members. As of any date, a “Member” is a person who has paid dues (or has participated in, but has had such dues waived) for one of the Corporation’s seasonal leagues during the one-year period preceding such date. As soon as is reasonably practicable after registration is closed for each seasonal league, the Membership Director shall update the Corporation’s list of Members by adding new persons who meet, and deleting persons who no longer meet, such criteria. The Steering Committee may create a class of Non-Active Members, and may require that annual dues to be paid by such Members. Non-Active Members in good standing shall be entitled to all of the benefits of Members. Section 2. Benefits. Members are eligible to vote in all Corporation elections and referenda, invited to attend all Corporation-sponsored social activities and help in all Corporation-sponsored service projects, and are placed on the mailing list to receive Corporation publications. The annual meeting of Members shall be the summer league end of season party. Section 3. Payment of Dues and Fees. The Steering Committee may require the payment by Members of dues and fees at such reasonable levels and amounts as the Steering Committee may determine as a requisite to participation in Corporation-sponsored leagues, events and activities. The Steering Committee may bar any person from participating in a Corporation-sponsored league, event or activity if such person is not current in dues or fees required to be paid therefor. Section 4. Expulsion, Suspension or Termination of Members. Any Member may be expelled, suspended or terminated as a Member by the Steering Committee upon its own motion, or upon the receipt of a written complaint signed by five or more Members, and removal thereafter by vote of the Steering Committee. No Member may be so expelled, suspended or terminated unless s/he has been given written notice (including the reason(s) for such proposed expulsion, suspension or termination) at least fifteen days in advance of the Steering Committee meeting at which such action is to be considered, and such Member is given an opportunity to be heard by the Steering Committee at such meeting (or to respond in writing before such meeting). Any such written notice given by mail must be given by first-class or certified mail sent to the last address of the Member shown on the Corporation’s records, and shall be deemed effective upon the date of posting. Any expulsion, suspension or termination shall become effective five days after the meeting at which such action is taken.
ARTICLE VI Loans, Deposits, etc. Section 1. Loans and Advances. To the extent permitted by law, and upon the approval of the Steering Committee, the President, acting jointly with the Treasurer, may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans or advances that may be made, may execute and deliver promissory notes or other obligations of the Corporation, and may pledge, hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Section 2. Bank Accounts. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Steering Committee may select, or as may be selected by the Treasurer or such other officer or agent of the Corporation to whom such power may be delegated by the Steering Committee. For the purpose of such deposit, any officer, agent or employee of the Corporation to whom such power may be delegated by the Steering Committee may endorse, assign and deliver checks, drafts and other orders for the payment that are payable to the order of the Corporation. ARTICLE VII Fiscal Year and Finances Section 1. Fiscal Year. The Corporation’s fiscal year shall begin on January 1 of each year and shall end on the following December 31. Section 2. Budget. During November and December of each fiscal year, the outgoing Treasurer and the incoming Treasurer shall work together, with input from all incoming Steering Committee members, to prepare a budget for the upcoming fiscal year. At the upcoming January Steering Committee meeting, the Treasurer will present such proposed budget. The budget must be approved by the Steering Committee. Section 3. Payment of Costs and Expenses. The Treasurer shall have the authority to pay, without Steering Committee or Executive Committee approval, any cost or expense of the Corporation that is within the budget approved by the Steering Committee for the then-current fiscal year, or any non-budgeted cost or expense not exceeding $100. The Treasurer shall have the authority, with approval of the Executive Committee, to pay any non-budgeted cost or expense not exceeding $250. The payment of any non-budgeted cost or expense exceeding $250 shall require approval of the Steering Committee. In connection with any payment, the Treasurer may require such documentation as he/she deems necessary in order to substantiate the cost or expense for which such payment is made. ARTICLE VIII Indemnification Steering Committee members, and other officers, employees and agents of the Corporation, shall be entitled to the broadest indemnification authorized and permitted by Part 5, Section 14-3-850, et seq., of the Georgia Nonprofit Corporation Code, or any act amending, supplementing or substituting therefor, which provisions are incorporated into these Bylaws by this reference. The Corporation may purchase directors’ and officers’ liability insurance in such amounts as the Steering Committee deems advisable. ARTICLE IX Distribution of Assets Upon Dissolution If the Corporation is dissolved, all assets, funds and proceeds of the Corporation, after the payment of all debts, obligations, charges and accounts of the Corporation, shall be distributed for charitable, religious, scientific, literary, educational and/or public purposes as provided in the Articles of Incorporation. Assets held by the Corporation upon condition requiring return, transfer or conveyance to a particular person or entity upon the Corporation’s dissolution shall be returned, transferred or conveyed in accordance with such requirements. ARTICLE X Amendments These Bylaws may be amended, altered or repealed, in whole or in part, at any regular or special meeting of the Steering Committee, duly called and held, upon a vote of a majority of the persons then serving as members of such committee. ARTICLE XI Contributions Any Steering Committee member, or other officers or agents of the Corporation to whom such authority may be delegated by the Steering Committee, may accept on behalf of the Corporation any contribution, gift, grant, donation or bequest for general purposes or for any special or restricted purpose(s) not inconsistent with the exempt purposes of the Corporation.
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