Washington Area Frisbee Club

BYLAWS

 

BYLAWS OF THE WASHINGTON AREA FRISBEE CLUB

 

Adopted November 13, 1991

 

Article 1.         Name.

The name of the organization shall be the Washington Area Frisbee Club, hereafter referred to as WAFC.

 

Article 2.         Purpose.

The purpose of WAFC shall be to promote the growth and development of flying disc sports in the Washington, D.C. metropolitan area through the sponsorship of co-educational recreation leagues, flying disc tournaments, and educational displays and demonstrations.

 

Article 3.         Membership.

1.     Membership shall consist of individuals who have paid the annual membership fee, to be established on an annual basis by vote of the Board of Directors.

2.     Each member shall have only one vote in matters requiring a vote of the membership, there is no voting by proxy.

3.     Membership in the Corporation and the opportunity to participate in the Corporation’s activities shall be provided on an equal basis without regard to race, color, religion, age, sex or national origin.

 

Article 4.         General Membership Meetings.

1.     Annual meetings shall be held prior to April 15^th each year, but as soon after the beginning of the calendar year as practicable. The President shall call the annual meetings.

2.     Notice of all special and annual meetings will be announced at least one (1) week in advance by e-mail and online posting. A quorum will be at least ten (10) members.

3.     Special meetings may be called by the President.

 

Article 5.         Board of Directors.

1.     Governing Body. WAFC shall be governed by a Board of Directors which consists of the officers, as elected under the Bylaws, any past-President, and up to two WAFC members appointed by the officers.

a.      Terms for elected officers shall commence following their election by a simple majority at the annual meeting, and shall expire with the completion of the annual meeting one year hence. Terms for elected officers in the initial year of organization shall be for a term to begin at November 13, 1991, meeting and shall expire with the completion of the first annual meeting in 1992.

b.     Terms for appointed members of the Board of Directors shall commence following their appointment by the officers at the annual meeting, and shall expire with the completion of the annual meeting one year hence. Terms for appointed members of the Board of Directors in the initial year of organization shall be for a term to begin at November 13, 1991, meeting and shall expire with the completion of the first annual meeting in 1992.

2.     Election of Officers. The four officers elected at the annual meeting shall be: President, Vice President, Treasurer and Secretary.   A person may hold no more than two positions simultaneously on the Board. Vacancies shall be filled by the Board on a two-thirds vote to serve the unexpired terms.

3.     Meetings of the Board. The Board shall meet from time to time when deemed necessary by the President. A quorum shall be at least one-half of the Officers/Directors.

4.     Financial Responsibilities. The Board shall approve all contracts, leases, and other required documents. The President shall sign all contract, leases and required documents approved by the Board.

5.     Removal of Officers/Directors. Officers/Directors may be removed from office upon a two-thirds vote of all voting members present at a special meeting. Upon removal, written notice will be given by the President. Unexcused absence from three (3) consecutive General Membership Meetings shall be considered resignation constituting a vacancy to be filled by the Board. A member of the Board of Directors may resign from the Board at any time by giving a sixty-day (60) notice in writing to the President.

 

Article 6.         Duties of the Officers.

1.     President. The President shall preside at all meetings of the Board and membership. The President shall be authorized to sign contracts, leases and other required documents with the approval of the Board.

2.     Vice President. The Vice President shall assist the President in the discharge of his/her duties, act for the President on his/her absence, and assume the office of President if that office becomes vacant. In addition, the Vice President shall be responsible for the administration of the Spring, Summer, Winter and Fall Ultimate Frisbee Leagues conducted by WAFC.

3.     Secretary. The Secretary shall keep the minutes at all meetings of the Board and general membership, have possession of the bylaws, and maintain all other legal documents, records, and correspondence of WAFC.

4.     Treasurer. The Treasurer shall have custody of the funds and financial records of WAFC, and shall be responsible for receiving, recording, and depositing in the bank all incoming money paid to WAFC. The Treasurer shall make a financial report upon request of the Board, and a detailed yearly balance sheet. Yearly review of the books shall be performed at the behest of the Board.

Article 7.         Fiscal Year.

The fiscal year of WAFC shall be the calendar year, unless otherwise established by the Board of directors. The annual budget of WAFC shall be prepared by the Treasurer and approved by the Board of Directors prior to the beginning of the fiscal year, except in the year 1991.

 

Article 8.         Parliamentary Authority.

Unless contrary to any of the foregoing, the latest edition of Robert’s Rule of Order Newly Revised shall prevail. The President may appoint, or the Board may elect a Parliamentarian.

 

Article 9.         Amendments.

The bylaws proposed by the Board may be amended or revised by a majority vote of the voting members present at an annual or special meeting. The text of any amendment or revision shall be made available by the Secretary upon the request of any member. Other amendments may be proposed and considered by any member at the annual meeting.

 

Article 10.       Liability and Indemnification.

Officers/Directors shall not be individually liable of personally liable for the debts, liabilities, or obligations of the organization.

 

Each officer/director shall be indemnified by the organization against all reasonable costs and expenses including counsel fees, actually and necessarily incurred by or imposed, in connection with defense of any action, suit or proceeding to which the person is a party because of his or her past or present position with WAFC; however, in any matter in which the person is adjudged to have been liable for gross negligence or misconduct in the performance of duties and judgment is not reversed, the organization is not obligated to indemnify the person. In the event of the settlement of any such action, suit or proceeding, prior to final judgment, the organization shall also make the reimbursement for payment of costs paid to or to be paid in settling interests of the organization on the opinion of the majority of the directors who are not involved, or if all directors are involved, in the opinion of independent legal counsel selected by the Board. No officer/director of the organization shall be liable to any other officer/director.