Poolesville Athletic Association Bylaws
September 2010
ARTICLE I - NAME

The name of the Corporation is Poolesville Athletic Association. It is incorporated in the State of Maryland.

ARTICLE II – ARTICLES OF ORGANIZATION

The organization exists as an incorporated association of its members. These by-laws, as from time to time amended constitute its “article of organization.” In the event of any conflict between these bylaws and the charter organization these by-laws shall govern.

ARTICLE III – PURPOSE OF THE CORPORATION

Section 1. Objectives. The purpose of the Poolesville Athletic Association is to provide, organize and support area youth sport programs. The objectives of the Poolesville Athletic Association:

A. To promote and organize a youth sports programs on a basis where good sportsmanship and fair play will be practiced at all times.
B. To consider health, welfare, and ability of each individual participant.
C. To teach youth, through playing experience, the fundamentals of said sport while at the same time acting as a feeder system to the local secondary schools.
D. To keep the welfare of each participant first and foremost, and to instill fair play and good sportsmanship.

Section 2. Charitable Purpose. The Poolesville Athletic Association is organized for the charitable purposes within the meaning of Section 501 of the Internal Revenue Code.

ARTICLE IV - MEMBERSHIP

Section 1. Membership. Membership in Poolesville Athletic Association is defined as participation in a Poolesville Athletic Association sponsored activity. Membership is required by elected Directors.

Section 2. Fees. The Board of Directors shall establish the fees for membership in this organization. All participants must have a parent or guardian as a paid member for each sport in which a child participates. Individual Commissioners has the power to review requests for waiving participation fee. Commissioners will provide the Board of Directors with a report of waived membership fees.

Section 3. Grades. Students must remain in good standing within their school with no failing grades. Graded used to determine eligibility will be those recorded on the report card and/or interim report. A player can only become ineligible at the time of a report card marking period and can regain that eligibility at interim report time. Report card must be provided to Commissioners upon request.

Section 4. Participation. As a commitment to the Poolesville Athletic Association, all players are expected to participate in all practices and be available to participate in a majority of league games.

ARTICLE V – FINANCIAL MANAGEMENT

Section 1. Fiscal Year. The fiscal year of the organization shall fall a calendar year beginning on January 1st and ending on December 31st.

Section 2. Budgets. Poolesville Athletic Association will maintain a Corporation. The Treasurer shall maintain custody of the funds. Each sponsored activity (e.g. football, cheerleading, wrestling, baseball) will have access to a designated line of funding to support their programs’ activities. Funds may be withdrawn from designated accounts by the Treasurer, President, or other designated persons approved by the Board of Directors.

ARTICLE VI – PARLIMENTARY AUTHORITY

The rules contained in the current edition of Roberts Rules of Order shall govern this organization on all matters not covered by these by-laws.

ARTICLE VII – BOARD OF DIRECTORS

Section 1. Power of Directors. There shall be a Board of Directors (the Board) which shall exercise all powers of directors and such other powers as are given them by law, by the Certificate of Incorporation, and by these Bylaws. The Board shall advise on the management of the funds and business of the Corporations. The Board of Directors will constitute the voting body for Poolesville Athletic Association.

Section 2. Election of Directors and Number Thereof. The Board shall elect Directors annually. Additional Directors may be elected when his or her successor is elected and qualified. Only individual persons shall be eligible to hold office as Directors. The number of Directors constituting the Board shall be determined at the meeting of the Board and thereafter as may be determined from time to time by the Board, but such number shall not be less than five nor more than ten, and the number of Directors shall not be changed except at a regular Board meeting. The Directors may, by election, fill any vacancy occurring on the Board in the interval between regular meetings, and it shall be the duty of the Directors to fill any such vacancy whenever the number of Directors in office falls below five. Any Director elected to fill a vacancy shall hold office for the remainder of the term of the Director whose place he/she takes. No Director shall hold more than two Director positions.

Section 3. Term of Office; Election. The Board shall consist of two classes, Directors and Commissions, and shall be elected for a two year term and a 6 month transition term. The term of office of any Director elected to fill an unexpired term shall be the same term as that of the Director whose unexpired term is being filled (i.e., the newly elected Director shall serve only the unexpired term of the Director who is being replaced). Directors shall hold office until the adjournment of the regular meeting of the Board at which a successor is elected.

Section 4. Dissolution. Subject to the requirements of the Certificate of Incorporation, the Board shall have the power at any time, by an affirmative vote of two-thirds of all Directors then holding office, to dissolve the Board and wind up its affairs.

Section 5. Duties in the Event of Dissolution. In the event the Directors vote to dissolve the Corporation and wind up its affairs, it shall be the duty of the Board to determine what part of the remaining property and assets of the Corporation were provided by United States Government sources and thereupon to determine how such part shall be tendered for transfer to the United States Government or to any one or more departments or agencies thereof, and it shall also be the duty of the Board to determine whether or not in their judgment any other remaining property or assets of the Corporation departments or agencies thereof. In making this determination, the Board shall be bound by Maryland corporation law and the Certificate of Incorporation.

Section 6. Review of Books and Accounts. The Board may cause the books and accounts to be reviewed at its discretion by a certified or professional accountant.

Section 7. Committees. Committees are formed by the Board and may be dissolved by the Board at any time that is convenient to operations. Each Committee will establish its own charter that must be approved by the Board. The Secretary of the Board will maintain a current copy of a Committee’s charter. Each committee will have at least three members and will consist of a chair, co-chair, and secretary. Committee may exist and operate without the presence of a Director. Committees will report to the Board by submitting meeting minutes to the Secretary of the Board no later than 10 days after concluding a Committee meeting. The Committee Secretary will communicate those minutes electronically to Secretary of the Board.

Section 8. Other Committees. The Directors may appoint from inside or outside of their own number such other committees as they may in their discretion from time to time determine, and such committees shall have such terms and powers as the Directors may determine.

Section 9. Resignation; Removal. Any Directors may at any time resign from the Board by resignation in writing delivered to the Secretary, and an acceptance thereof shall not be necessary to make such resignation effective unless stated in the resignation. Any Director may be removed from office with or without cause at any time by simple majority vote of all the Board.

ARTICLE VIII – MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the Board. The Directors may by standing order constitute regular meetings of the Board at such time and place as they may determine, of which no special notice from the Secretary shall be required. Special meetings shall be called upon the verbal request filed with the Secretary of two or more Directors or at the direction of the President of the Board. Each notice of a special meeting shall state the time and place appointed for the holding thereof and generally the business to be transacted thereat.

Section 2. Notice of Meetings of the Board. Notice of each meeting of Directors, whether regular or special, shall be transmitted to each Director ten days prior to the date of such meeting at their respective electronic mail addresses last appearing on the records of the Corporation. Each notice of a meeting shall state the time and place appointed for the holding thereto and generally the business to be transacted thereat.

Section 3. Quorum at Meetings of Board of Directors. At each meeting of the Board, whether regular or special, the presence in person, or by representative, of a simple majority of the Board then holding office shall constitute a quorum for the transaction of business. If there be no quorum at a meeting or at any adjournment thereof, then those present may adjourn such meetings without assigning a day for a further meeting, or may adjourn such meeting to a stated time and place without notice other than by announcement at the meeting until a quorum is present and thereupon any business may be transacted which might have been transacted at the meeting as originally called had the same been held.

Section 4. Voting at Meetings of the Board. A simple majority of the Board present at any duly constituted meeting of the Board may decide any question and take any action which may properly come before such meeting. Unless otherwise required by law or unless a written ballot is requested by a Director, voting on all matters properly before the meeting need not be a ballot.

Section 5. Reimbursement of Expenses and Compensation of Directors. Directors shall be reimbursed for out-of-pocket expenses incurred related to the business of the Corporation in such manner as the Board may from time to time determine, and Directors may receive compensation for their services in any of these capacities.

Section 6. Voting and Participations – Limitations. No Director may vote on, or participate in discussions pertaining to any matter in which the Director has a direct or indirect personal interest. For purposes of this section, a Director may not vote on, or participate in discussion of, any matter that involves another entity in which the Director has a material or financial interest, or in which he or she is a general partner, director, trustee, officer, employee, or contractor.

Section 7. Manner of Acting. Any one or more of all of the Directors or members of a committee may participate in a meeting of the Board or committee by means of a conference telephone or similar communications device that allows all persons participating in the meeting to hear each other. Participation in a meeting by means of a conference telephone or similar communications device shall be deemed presence in person at such meeting.

ARTICLE IV – PRESIDENT OF THE BOARD AND OFFICERS

Section 1. President of the Board. As soon as may be practicable after resignation of the President of the Board, the Directors shall elect a new President of the Board to serve concurrently for a minimum of 6 months and for a full term of 2 years.

Section 2. Vice President. As soon as practicable after resignation of the Vice President, the Directors shall elect from inside or outside of their own number a Vice President to hold office for the designated 2 year period.

Section 3. Secretary, Treasurer, and Other Officers. As soon as may be practicable after resignation of a Board Director, the remaining Directors shall elect from inside or outside of their own number a new Director. As the Directors deem wise, they may elect at any meeting other Officers or Agents.

Section 4. Number of Officers Held. Except as otherwise prohibited by law, any person may hold no more than two offices on the Board at the same time.

Section 5. Vacancies; Removal. Any vacancy in any office may be filled at any time by the Board. Any Officer or Agent elected or appointed by the Board may be removed from office with or without cause at any time by simple majority vote of all the Directors then holding office.

ARTICLE V – DUTIES OF OFFICERS

Section 1. President of the Board. The President of the Board shall preside at all meetings of the Board. In the absence of the President at any meeting of the Board, the Vice President shall temporarily assume duties and responsibilities.

Section 2. Vice President. The Vice President shall assume all duties of the President, in the President’s absence. The Vice President shall perform such other duties as may be directed from time by time by the Board.

Section 3. Secretary. The Secretary shall give notice of each meeting of the Board of Directors. In the absences of the Secretary at any meeting, a temporary Secretary shall be appointed by the presiding Officer to take minutes to forward to the Secretary.

Section 4. Treasurer. The Treasurer shall have custody of the funds and other property of the Corporation and shall keep accurate records thereof and of all receipts and disbursements of the Corporation in financial books to be kept for the purpose and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation with such depositary or depositaries as shall be designated by the Board. He/She shall be charged with the disbursement of the funds of the Corporation by check or otherwise and the taking of proper vouchers therefore and shall render to the Board such reports as it shall prescribe. He/She shall have the power to authorize in writing anyone or more of the Officers of the Corporation or the Artistic Director of the Corporation, in addition to himself/herself, to draw checks and to disburse the funds of the Corporation under his or her supervision. He/She shall, if required by the Board, furnish bond, as prescribed by the Board for the faith performance of his or her duties. All books, records, and vouchers shall be open to the inspection of any director, subject to federal law and regulations of competent federal authorities governing access to classified information. The Treasurer shall, whenever requested by vote of the Board, render a full and detailed account of all receipts and expenditures and submit a schedule showing all property and investments of the Corporation and the changes, if any, since his or her last reports. He shall perform such duties as may be directed from time to time by the Board.

Section 5. Other Officers. The other Officers shall have such duties and powers as the Directors from time to time determine and delegate to them.

ARTICLE XI – IDEMNIFICATION OF DIRECTORS

The Corporation shall not indemnify any person who was or is a part to, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than action by or in the right of the Corporation), by reason of the fact that he/she is or was a Director of the Corporation to the full extent permitted under Maryland law.

ARTICLE XII – AMENDMENT OF BYLAWS

These by-laws may be amended by an affirmative of two-thirds of all the Directors then holding office at any regular meeting or at a special meeting of the Board duly called and held, provided that the substance of each amendment to the by-laws shall be stated in the notice of the meeting at which it is to be adopted or in duly completed waiver of notice of such meeting.

ADOPTION OF THE BYLAWS


29 September 2010
SIGNATURES OF ADOPTION

As of this 29th day of September, 2010, the Board of Directors has reviewed and approved the adoption of the bylaws. The officers of the Board of Directors, Poolesville Athletic Association, hereby sign into adoption, the bylaws of corporation.

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President Date

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Vice President Date

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Secretary Date

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Treasurer Date


ATTACHMENT I
BOARD MEMBERSHIP CRITERIA

The Board normally seeks outside (non-employee/independent) Directors having no material business relationship with the corporation. Candidates are identified for the contributions they can make the Board’s deliberations, their ability to represent impartially for the Poolesville Athletic Association athletes. They are considered on their merits regardless of race, ethnicity, or gender. Directors who are likely to develop conflicts of interest will not be considered.
In addition to other considerations, potential nominees are expected to have:
• the highest personal ethics, integrity, and values
• the ability and interest to support Poolesville Athletic Association’s purpose
• the time to be involved actively with all activities
• an age to permit sufficient time before retirement to allow for productivity and continuity
• the stature and experience to represent Poolesville Athletic Association before the public and the business community
• the ability to work well with others and respect others’ views
• non-involvement in activities or interests that would create a conflict (or perception of conflict) with the Director’s responsibility to Poolesville Athletic Association
• the willingness to abide by laws and regulations supporting Poolesville Athletic Association’s status as a non-profit organization
The Board should be a senior group of individuals diverse in its personal characteristics and professional backgrounds to include one or more members with:
• management experience
• financial management experience
• interest in promoting the value of participation in youth sports

ATTACHMENT II
COMPOSITION OF THE BOARD OF DIRECTORS

This attachment shall be updated as the board changes during the course of operations.

Name Board Position Term Start Date Term Expiration Date
Mr. Steven Morningstar President June 2010 May 2012
Ms. Laura Garner Vice President June 2010 May 2012
Ms. Jennifer Kasten Secretary June 2010 May 2012
Ms. Wendy Roldan Treasurer June 2010 May 2012
Jacqueline Gaddis At-Large Member June 2010 May 2012