SOUTH CHARLOTTE RECREATION ASSOCIATION, INC.
Article I: Objective and Purpose
The purpose of South Charlotte Recreation Association (the “Association”) shall be to organize and provide athletic programs for children and youth under the supervision of interested and capable adults; to encourage and participate in sports related projects for the betterment of the community; to instill in the children of the community the importance of physical fitness; to insure that all children in the community are given the opportunity to learn the fundamentals of sports and citizenship through competitive playing and team participation; and to promote closer relationships within the families of the community by encouraging families to participate in athletic programs.
Section 2: The Association was formed on March 23,1978 as Olde Providence Recreation Association, The name was changed to South Charlotte Recreation Association on June 14th, 2010. The date of this notice is October 16, 2012.
The Association encourages competition among teams within the Association and with other associations or communities. It is the Association’s goal that in each event every participant shall have the opportunity to play and have fun, improve his or her physical skills and general physical fitness, be challenged to excel, and learn the importance of teamwork and sportsmanship.
The Association shall not discriminate against anyone on the basis of race, creed, color, religion, sex, disability, or national origin.
The Association is a 501(c) (3) non-profit organization.
Article II: Membership
The membership of the Association shall consist of all adults (“General Members”) who currently have or have had in the past one or more children participating in one or more programs for the current calendar year.
There will be an annual meeting of the General Members in November of each year. The date of the annual meeting shall be published to the General Members at least thirty (30) days prior to the annual meeting in a manner to be determined by the board.
The General Members shall elect, by majority vote of those members attending the annual meeting, each member of the Board of the Association (the “Board” and “Board Member”). Any General Member or any existing Board Member may nominate himself or herself or other interested parties that meet experience and qualification metrics as determined and approved by the Board (who consents in advance to serve) in a writing (i) listing the nominee’s name and address and the specific Board position for which the nominee wishes to run, and (ii) delivered to the Vice President or designated board member at least fifteen (15) days prior to the annual meeting. The Board shall publish the list of all nominees for each Board position to the General Members in the same manner as in Section 2 of this article at least ten (10) days prior to the annual meeting. At the annual meeting, nominations shall be made from the floor for only those Board positions for which there has not been at least one nomination in the manner set out in this Section. If no nominations are received for a Board position, the President or any Board Member may nominate a person for such position at or subsequent to the annual meeting and such person may be elected by majority vote of the Board. The Board may prescribe such further procedures as it believes appropriate relating to nominations, notice of meetings and elections, but any such procedures must be consistent with these Bylaws and shall be designed to encourage fair, open, and efficient election of Board Members. Only one General Member from each family shall be allowed to vote and must be present at the annual meeting in order to vote.
Article III: Directors
The Board shall have full authority to take all action necessary to operate and manage the affairs of the Association consistent with these Bylaws.
Section 2: The Board shall consist of a President, Vice President, Secretary Treasurer, Risk Management Director and up to (10) additional at large Board Members that serve the Association. Board positions shall be created and /or deleted by a three-fourths majority of the Board. Each Board Member shall have vote on matters relating to the Association.
All Board Members shall serve a two year term. Elections take place in November of each year with official start dates of January 1st. Board Members may serve consecutive multiple terms in the same or different position upon reelection as provided in these Bylaws.
Board Members shall appoint “Sports Commissioners” for each sport offered by the Association on an annual basis. Sports Commissioners are not considered Board Members and shall not have a vote on matters relating to the Association. However, Sports Commissions are critical to the success of the Association and are therefore invited and encouraged to attend any meeting of the Board. Sports Commissioners may be a Board Member. The presence of Sports Commissioners that are NOT Board Members at a Board meeting does not count towards consideration of a quorum for voting purposes. Sports Commissioners can be re-appointed annually by mutual Board decision. A Commissioner may be removed during their term by a three-fourths majority of the Board.
The Board shall meet at least quarterly at such reasonable time and place as set by the Board. All general quarterly meetings shall be open to the General Members. Additional meetings may be called by the Board and scheduled within a reasonable time to handle all situations that warrants such meeting.
In the event a Board position is vacated, the Board may nominate one or more persons to fill such position and elect the replacement by majority vote. Such replacement Board Member shall serve the remaining term of the vacated Board position.
A quorum at any meeting of the Board shall consist of a majority of the current Board Members that are in place and hold a current position on the Board. No action of the Board may be taken except at a duly called meeting at which a quorum is present. Due to the critical nature of the operations of the Association, an electronic vote may be implemented to handle certain situations as deemed appropriate by the board.
The Board is authorized to make and enforce all rules and regulations regarding the operations of the Association as it may deem appropriate.
A Board Member may be removed for just cause upon three-fourths (3/4) vote of the Board. Without limitation, absence of a Board Member from three of more consecutive Board Meetings without acceptable excuse constitutes “just cause.” A Board Member may resign from the Board at any time by giving written notice to the President.
The Board may hire such consultants, advisors, accountants, attorneys or other persons as it may deem necessary or desirable by majority vote of the Board.
Directors of the Board of South Charlotte Recreation Association are subject to a higher standard of conduct due to their defacto representation of leadership of the Association.
Article IV: Officers
The Officers of the Association shall include the President, Vice President, Secretary, and Treasurer. All Officers also shall serve as Board Members.
The President shall preside at all meetings of the Board, all general meetings, and any specially called meetings for the Board or the Association. The President shall enter into any agreements on behalf to the Association that have first been approved by the Board, shall sign all checks of the Association, and execute the business of the Association as authorized by the Board. The President shall keep the Vice President informed in all matters relating to the Association.
The Vice president will perform the duties of the President in the President’s absence, disability, or withdrawal from the Board for any reason, and shall perform such other duties as deemed appropriate or necessary by the Board from time to time. The Vice President or designated Board Member shall be responsible for receiving all nominations for Board positions and ensuring that all election procedures set out in these Bylaws and prescribed by the Board are followed. In the event the President is not present, the Vice President’s authority shall be the same as that of the President.
The Treasurer shall receive and disburse all funds of the Association and keep accurate and detailed records of receipts and disbursements. The Treasurer shall be responsible for the deposit of all funds in a bank or financial institution designated by the Board and the filing of all federal and state tax returns of the Association. The Treasurer shall make a detailed report to the Board at least semi-annually and shall make additional reports as requested by the Board. The Treasurer shall sign all checks of the Association in association with the President.
The Secretary shall be responsible for giving reasonable notice to Board Members of all Board meetings and to General Members of all annual meetings (as provided in Article II of these Bylaws), provide an agenda for Board Meetings, record and keep minutes at all meetings of the Board and all general meetings, and keep an accurate list of the General Members. The Secretary shall maintain all previous and current minutes of the Association and make them available at each meeting of the Board.
Article V: Executive Committee
An Executive Committee shall be established and consist of the President, Vice President, Treasurer, and Secretary, and may include other Directors that have expertise in such an area to provide guidance to the Executive Committee and Association.
The Executive Committee is authorized to act in emergency situations that reasonably require immediate Board action prior to a regularly scheduled meeting of the Board.
The Executive Committee may not act without a quorum of the Committee present, and all action shall be by majority vote.
The Executive Committee may commit the Association’s General Funds (as defined herein) up to $1,500 (one thousand five hundred dollars) in emergency situations without first obtaining full Board approval. Any situation requiring a commitment of funds exceeding $1,500 (one thousand five hundred dollars), either immediately or aggregately over time, shall require an emergency Board meeting and approval of the Board as otherwise required herein.
The Executive Committee shall report to the Board at the next regularly scheduled Board meeting as to all actions taken without Board approval, at which all such action of the Executive Committee must be ratified by the Board. In the event the Board determines that such action was not necessary, desirable, or authorized by these Bylaws, then the Board may upon majority vote reverse the decision of the Executive Committee and take such action as is necessary to correct or reverse the action taken by the Executive Committee.
Article VI: Programs
Sports programs offered by Association shall include, but are not limited to: baseball, basketball, soccer, softball, football, cheerleading and lacrosse (“Programs”). Programs may be added or removed by majority vote of the Board. The Board may elect on majority vote to designate sub- categories of Programs in accordance with certain skill level mandates of participation.
Section 1: Sports Commissioners Authority:
Sports Commissioners have the final authority in selecting coaches that have been approved by the Association and have authority to make operational decisions over that sport, except as set forth herein. However, coaching selection, budgets and overall philosophies are expected to meet the guidelines of the Association and the Board.
Section 2: Volunteer Standards:
All persons who request responsibility in the Association shall undergo background checks which shall be determined by the Board, as the Board deems appropriate.
Article VII: Fees and Charges
Section 1: Calendar:
The Association shall operate on a calendar year cycle.
Section 2: Annual fees:
The Board has voted to eliminate the annual family fee at this time. Section 3: Participation fees:
The Association shall charge a fee for each child to participate in each program offered by the Association (“Program Fees”). The Board shall set Program Fees prior to registration based on market data and expenses. Sports Commissioners should consult with the Board and to set fair and reasonable fees for their Program. No child shall be allowed to participate in any Program without paying the Program Fee in advance.
Section 4: Exemptions:
Children of Board Members shall be exempt from any Program Fee so long as the Board Member is an active Board member in good standing. Sports Commissioners will receive the same consideration. A Participation Fees may be waived, reduced, or paid under special arrangement by a family upon approval by the Board or President.
Article VII: Financial Matters, Budgets, and Expenditures
It is the intention of the Association that each Program shall be self-supporting from the Program Fees and other income generated by that Program, including but not limited to net sponsorship income, net fund-raising income, net tournament income, and net facility rental income.
All general donations to the Association and all sponsorship income and not designated by the donor to any particular Program shall be divided equitably among all Programs of the Association.
The Association shall pay all general overhead not relating to any specific Program from its general funds received from program and other income (“General Funds”). The Board may support the needs of any Program or other general needs of the Association from its General Funds if approved by a two-thirds (2/3) vote of the Board.
Each Sports Commissioner shall submit a budget to the Board for that Program no later than November of each year, except as otherwise approved by the Board by majority vote. The budget for each Program shall not be effective until approved by a majority of the Board.
The Treasurer shall submit a budget for the general overhead needs of the Association by November of each year, which must be approved by a majority of the Board. Overhead items approved as part of the budget do not require further vote of the Board when spent.
Each Sports Commissioner shall be authorized to utilize all monies generated from the Program Fees and other program income set out in Section 1 above for that Program consistent with the budget and in the normal course of operations for that Program. With the elimination of the family fee, a percentage of Program Fees may be utilized to cover general administrative costs of the Association. All expenditures shall be submitted with appropriate supporting documentation to the Treasurer for payment, who shall promptly issue a check for such expenditures.
Expenses for all fields and other facilities used by the Association shall be allocated among the programs using such fields or facilities in an equitable manner as determined by the Board.
All requests for funds not otherwise addressed by this Article must be approved by two-thirds (2/3) vote of the Board.
All funds held by the Association shall be kept in federally insured accounts in the name of the Association. No funds paid to the Association shall be placed in any other accounts at any time.
All financial records of the Association are subject to be audited at least annually by an auditing committee established by the Board. The audit shall be an annual accounting of receipts and expenses to verify appropriate records are maintained and that the books are maintained in a balanced state. The Treasurer cannot be a member of the auditing committee but will cooperate with the committee to insure that all records are presented and reviewed.
The Treasurer shall provide any successor Treasurer with all financial records of the Association.
Article VIII: Conflict of Interest
Section 1. Purpose The purpose of the conflict of interest policy is to protect the Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions An "Interested Person” is any director, principal officer, or member of a committee or the Board with governing board delegated powers, who has a direct or indirect financial interest, as defined below.
A person has a “Financial Interest” if the person has, directly or indirectly, through business, investment, or family:
A. An ownership or investment interest in any entity with which the Association has a transaction or arrangement,
B. A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or
C. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.
“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. A person who has a Financial Interest may have a conflict of interest only if the Board or committee decides that a conflict of interest exists.
Section 3. Procedures
A. Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board or committee with governing board delegated powers considering the proposed transaction or arrangement.
B. 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 Board meeting or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board Members or committee members shall decide if a conflict of interest exists
C. Procedures for Addressing the Conflict of Interest
An Interested Person may make a presentation at the Board meeting or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The President of the Board or head of the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Board or committee shall determine whether the Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Board Members whether the transaction or arrangement is in the Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
D. Violations of the Conflicts of Interest Policy
If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The Board meeting minutes and all committees with board delegated powers shall contain: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 fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
A voting Board Member who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements
Each Board Member and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Association 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.
Section 7. Periodic Reviews
To ensure the Association 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 subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for herein, the Association 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 periodic reviews are conducted.
Article IX: Indemnification
Section 1. General
To the full extent authorized under the laws of the North Carolina, the Association shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the Association’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Association in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance The Association may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
Article X: Amendments Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. Any amendment of the Articles of Incorporation shall require the affirmative vote of an absolute majority of Board Members then in office.
Section 2. Bylaws
The Board may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.