B Y L A W S
The Richmond Area Chapter of US Lacrosse, Inc
A Nonprofit Corporation
THE CORPORATION AND PURPOSE
Section 1.01. THE CORPORATION. The Corporation, known as The Richmond Area Chapter of US Lacrosse, was registered with the State Corporation Commission as a non-profit, non-stock corporation, under the Code of Virginia.
Section 1.02. PURPOSE. The purpose of the Corporation is to encourage, foster, and promote through independent means, the sport of lacrosse in the greater Richmond, Virginia area; through those efforts, to advance the sport in Virginia, the United States, and internationally; to maintain and promote the highest ethical standards at all levels of the sport; to maintain and promote the highest ideals of sportsmanship at all levels of the sport; to support and develop amateur athletes for participation in all levels of competition; to solicit moral, financial, and participatory support from interested individuals, organizations, corporations, societies, and groups; to honor men and women, who by their deeds as players, coaches, and interested parties, exemplify the highest standards, made significant contributions, or in other noteworthy ways supported the purpose of the Corporation, and the sport of lacrosse in the greater Richmond area, and to recognize such individuals in the Richmond Chapter Lacrosse Hall of Fame.
Section 2.01. POWERS. In furtherance of its Purpose, the Chapter shall have the following powers (subject to such limitations as proscribed by statute): to own or rent property, both real and personal; to maintain bank accounts, and negotiate loans; to solicit contributions and aid; to pledge its assets, but only as a furtherance of the sport; and to publish and distribute information concerning the sport. Its authority shall include all other powers necessary to effectuate the above defined purposes.
BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE
Section 3.01. AUTHORITY. The Board of Directors shall have full power to conduct, manage, and direct the business and affairs of the corporation; and all powers of the corporation, are hereby granted to and vested in the Board of Directors.
Section 3.02. OFFICERS AND DIRECTORS. The Board of Directors shall be led by an Executive Committee (The Officers) composed of the President; Immediate Past-President; Vice President; Treasurer; Secretary; an At-Large Member, and such other officers as may be designated by the Board of Directors; any two of offices may be held by the same person; only Directors of the Corporation shall be eligible to serve as Officers; the Executive Committee shall have and exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, except that the Executive Committee shall not have any power or authority as to the following:
(1) The filling of vacancies in the Board of Directors.
(2) The adoption, amendment or repeal of the bylaws.
(3) The amendment or repeal of any resolution of the Board.
The Board of Directors shall consist of such number of Directors, not fewer than six (6) or more than twenty-seven (27), as may be determined from time to time by resolution of the Board of Directors. The current approved composition of the Board of Directors may be found in Addendum I.
Section 3.03. AD HOC NOMINATING COMMITTEE. The Board of Directors shall convene an ad hoc Nominating Committee composed of between 3 and 5 Directors, which shall be formed in advance of each annual election of Directors.
Section 3.04. STANDING COMMITTEES. Standing Committees may, from time to time, be formed to carry out the objectives of the Chapter; Directors will be assigned to chair such standing committees; other committee members shall consist of any other Chapter member or interested individual willing to contribute to the goals set out by the Committee Chairman.
Section 3.05. QUALIFICATION AND SELECTION. The Directors shall be elected by the Board, based upon their desire to contribute, and their ability to commit energy and talent to the Chapter. Nominees for directors shall be limited to those persons selected by an ad hoc Nominating Committee and such additional nominees as may be nominated in writing by at least five Members of US Lacrosse, Inc. who reside within the region of the Chapter at least 10 days prior to the date when directors are to be elected. When selecting nominees, the Nominating Committee shall seek to identify and nominate persons who will help achieve or maintain balance on the Board of Directors with respect to various lacrosse constituencies outlined in Section 3.02, Composition.
Section 3.06. TERM OF OFFICE. Terms of office shall commence on September 1st of the calendar year, and end on August 31st of the calendar year. Each Director shall hold office for three years and until a successor is elected. Notwithstanding the foregoing, by resolution of the Board of Directors, the Directors in shall be divided as evenly as possible into three groups, with each group rotating off once every three years. In the event that the Board finds that impractical, a schedule of succession that is of benefit to the Chapter shall be adopted. The President shall not serve consecutive terms in office. All other Officers and Directors may serve no more than 2 consecutive terms in the same position.
Section 3.07. REMOVAL FROM OFFICE AND VACANCIES.
(a) Upon an affirmative vote of a majority of the members of the Executive Committee, any Director may be removed from their office if such Director is declared of unsound mind by an order of court, or convicted of felony, or for any other proper cause, or if said Director becomes inactive in the performance of their duties. Notice of the reason for the removal shall be provided in writing to said Director seven (7) days prior to the removal from office.
(b) Any vacancy in the Board of Directors may be filled by another Chapter member so approved by a majority vote of the remaining members of the Board of Directors at any regular or special meeting; and each person so elected shall serve for the balance of the unexpired term.
Section 4.01. PLACE OF MEETING. Meetings of the Board of Directors may be held at such place as the Board of Directors may from time to time appoint, or as may be designated in the notice of the meeting.
Section 4.02. REGULAR MEETINGS. NOTICE OF MEETING.
- Regular meetings of the Board of Directors shall be held at least quarterly, at such time and place as shall be designated by the Executive Committee; at such meetings, the Directors shall transact such business as may properly be brought before the meeting.
- Notice of each meeting shall be given to each Director by telephone, at least 24 hours (in the case of notice by telephone) or 48 hours (in the case of notice by email) or 5 days (in the case of notice by regular mail) before the time the meeting is to be held.
Section 4.03. SPECIAL MEETINGS, TELEPHONE AND EMAIL MEETINGS. Special meetings of the Executive Committee or the Board of Directors shall be held whenever called by the President or by two or more of the Officers or Directors; in the interests of efficiency, conference telephone calls may be used to conduct business of the Chapter; in the interests of efficiency, email meetings may be convened to conduct business of the Chapter; in these email meetings, all Directors will be contacted by way of their preferred email address, and a discussion shall occur through that method of communication; a quorum shall consist of a majority of the Officers or Directors participating in said email meeting; notice of such meetings shall be given in the manner described for regular meetings; participation in a meeting pursuant to this section shall constitute presence in person at the meeting.
Section 4.04. QOURUM AND MANNER OF ACTING. A majority of the Directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business; every Director shall be entitled to one vote; the Executive Committee may convene an executive committee meeting at its discretion to discuss matters of significance to the Chapter; a majority of the Executive Committee shall constitute a quorum; such a meeting may be called either by the President alone, or by two other members of the Executive Committee; at all meetings of the Executive Committee or Board of Directors, the conduct of business shall be in accordance with Robert’s Rules of Order.
EXECUTIVE COMMITTEE AND BOARD OF DIRECTORS’ RESPONSIBILITIES
Section 5.01. THE PRESIDENT. The President shall be the chief executive officer of the corporation and shall have general supervision over the activities and operations of the corporation, subject, however, to the control of the Board of Directors; the President, or an appointed representative approved by the Board of Directors, shall preside at all meetings of the Chapter, and shall act as a member ex officio of all committees and perform any and all duties as may fall within the scope of the office; the President shall represent the Chapter in all dealings on behalf of the Chapter.
Section 5.02. THE IMMEDIATE PAST PRESIDENT. The immediate Past President in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 5.03. THE VICE PRESIDENT. The Vice President shall, in the absence of the President, perform the duties of that Officer, and when so acting, shall have all the powers of the President; shall be responsible for ensuring that the Chapter is in compliance with all USL requirements, including, but not limited to:
- confirming that the Treasurer has forwarded the annual Chapter financial report to USL on or before January 31st of each year;
- confirming that all tax filings have been completed by the Treasurer on or before May 31st, and that confirmation has been sent to USL;
- completing the annual USL Chapter Participation Survey, due December 31st of each year;
- ensuring that USL has Conflict of Interest Forms for all Officers and Directors
- ensuring that an annual Chapter Agreement has been signed by the President, and is on file at USL
and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 5.04. THE TREASURER. The treasurer shall have the custody of the funds or other property of the corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in such banks or other places of deposit as the board of directors may from time to time designate; shall pay all bills for Chapter operations; shall be responsible for filing any necessary tax documents on or before May 31st of each year; shall maintain copies of the Chapter’s 501(c) (3) tax exempt status; shall, whenever so required by the Board of Directors, render an account showing all transactions, and the financial condition of the corporation; shall at the 1st annual meeting of the Board of Directors, provide an annual financial statement for the previous year, which will be available to the Chapter and will be filed with US Lacrosse, Inc. on, or before, January 31st of every year; shall at the 1st meeting of the year, provide the Board a projected annual budget; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 5.05. THE SECRETARY. The Secretary shall record the minutes of the meetings of the Executive Committee and the Board of Directors; record all the votes from said meetings; distribute these minutes to the members of the committees within seven (7) days from the time of the meeting; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall issue notice of meetings, and conduct such official correspondence as required by the Chapter; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 5.06. AT-LARGE MEMBER. The At-Large Member shall represent various constituencies on the Executive Committee, and in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors, or the President.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 6.01. INDEMNIFICATION OF OFFICERS, DIRECTORS, ETC. The Chapter shall secure Directors and Officers insurance annually, to provide for the indemnification of said individuals. In addition, the corporation may provide indemnification to other parties in other specific circumstances.
Section 6.01. CHAPTER AFFILIATION. The corporation shall at all times conduct its activities and programs in a manner consistent with the purposes of US Lacrosse, Inc. and maintain its status as a recognized chapter of such organization.
Section 6.02. CHECKS. All checks and notes shall be signed by the Chapter Treasurer. No expenditure of $500 or more, and no commitment to expend such amount, shall be made without the prior approval of the Board of Directors.
Section 6.05.AMENDMENT OF BYLAWS. These bylaws may be amended or repealed, or new bylaws may be adopted, by vote of a 2/3’s majority of the Board of Directors of the corporation, at any regular or special meeting of Directors. Such proposed amendment, repeal, or new bylaws, or a summary thereof, shall be set forth in any notice of such meeting, whether regular or special.
Section 6.07. Fiscal Year. The fiscal year shall begin January 1st and end on December 31st of every year.
Section 6.08. Compensation. No Director or Officer shall receive, directly or indirectly, any salary or compensation from the organization for services rendered in the performance of their duties.
COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors shall be composed of the following members, representing specific constituencies: Coaches: boys/men two (2), girls/women two (2); Officials: girls/women one (1), boys/men one (1); Post Collegiate Athletes: men one (1), women one (1); Youth: girls two (2), boys two (2); At-Large eight (8), one of whom shall serve on the Executive Committee, and the local high school boys’ and girls’ Commissioners of officials (appointed), ex-officio.
EXECUTIVE COMMITTEE AND BOARD OF DIRECTORS’ EXPENSES
Any members of the Executive Committee may be reimbursed up to $75 annually, without prior approval, for any legitimate costs associated with their office, upon supplying proper documentation to the Treasurer. Any member of the Board of Directors may be reimbursed up to $50 annually, without prior approval, for any legitimate costs associated with their office, upon supplying proper documentation to the Treasurer.
Approved: August 19, 2011