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Bylaws ARTICLE 1. GENERAL
Section 1. Name
The name of the Corporation shall be the East Carolina Junior Volleyball Club, Inc. (ECJVC), hereinafter referred to as the Corporation.
Section 2. Nonprofit Purpose
The Corporation is organized and shall be operated exclusively as a volunteer, nonprofit, educational organization dedicated to providing all junior volleyball players in the (a) To teach the sport of volleyball to student-athletes by providing qualified instructors as well as equipment and facilities;
(b) To provide practice volleyball sessions, classroom lectures, seminars and panel discussions through which selected trainees may be schooled in competitive coaching, playing, officiating and scouting techniques, and
(c) To foster and conduct area, regional, state, national and international amateur volleyball competitions for regional volleyball players of all skill levels.
Section 3. Nonprofit Activities.
In order to carry out the purposes of this Corporation, the Corporation shall have the power to receive and hold money or other property, tangible or intangible, real or personal, for any of the purposes of the Corporation, from whatever source derived. The Corporation shall also have the power to borrow money and to mortgage or pledge real or personal property as security therefore, to use, borrow or expend the funds and property of the Corporation and do all things necessary or convenient to carry out the powers expressly granted. This Corporation is organized and operated exclusively for purposes described in Section 501 (c) (3) of the Internal Revenue Code as revised April 1, 1998 as well as Chapter 55A (
(a) No part of the net income of the Corporation shall inure to the benefit of any private shareholder or individual. No part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene (including the publishing or distributing of statements), and political campaign on behalf of or in opposition to any candidate for public office.
(b) Notwithstanding any other provision of these bylaws, the Corporation shall not carry on any activity not permitted to be carried on (1) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code as revised April 1, 1998 (or a successor statute of similar import); or (2) by a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code as revised April 1, 1998 (or a successor statute of similar import).
Section 4. Regulation of Internal Affairs.
The Corporation shall seek such sources of support, including the solicitation of grants from private units and direct or indirect contributions from the general public, as will enable it to qualify as a publicly supported organization as defined in Sections 170 (b)(1)(A)(vi) and 509(a)(1) of the Internal Revenue Code as revised on April 1, 1998 (or a successor statute of similar import). However, for any period during which the Corporation is a “private foundation” as defined by Section 509 of the Internal Revenue Code as revised on April 1, 1998 (or a successor statute of similar import) the Corporation shall be subject to the following restrictions and prohibitions:
(a) The Corporation shall make distributions for each taxable year at such time and in such manner as not to become subject to the tax imposed on undistributed income by Section 53.4942 of the Internal Revenue Code as revised on April 1, 1997, or any corresponding provisions of any subsequent Federal tax law,
(b) The Corporation shall not engage in any act of self dealing as defined in Section 53.4941(d) of the Internal Revenue Code as revised on April 1, 1997, or any corresponding provisions of any subsequent Federal tax law,
(c) The Corporation shall not retain any excess business holdings which will subject it to tax under Section 53.4943 of the Internal Revenue Code revised April 1, 1997, or any corresponding provisions of any subsequent Federal tax law,
(d) The Corporation shall not make any investments in a manner such as to subject it to tax under Section 53.4944 of the Internal Revenue Code revised April 1, 1997 , or any corresponding provisions of any subsequent Federal tax law,
(e) The corporation shall not make any taxable expenditure as defined in Section 53.4945 of the Internal Revenue Code revised April 1, 1997 , or any corresponding provisions of any subsequent Federal tax law.
Section 5. Dissolution or Liquidation.
The Corporation shall have the right to dissolve and wind up its affairs pursuant to and in accordance with the provision set forth in Section 55A-14 of the North Carolina General Statutes (N.C.G.S.), as that Section may be amended from time to time. In the event of dissolution or final liquidation of the Corporation, none of the property of the Corporation nor any proceeds thereof shall be distributed to, or divided among, any of the directors or officers of the Corporation or inure to the benefit of any individual.
In the event of dissolution, the assets of the Corporation shall be applied and distributed as follows:
(a) All liabilities and obligations of the Corporation shall be paid, satisfied, and discharged, or adequate provisions made therefor;
(b) Assets held by the Corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;
(c) All remaining property and assets of the Corporation shall be distributed to one or more organizations designated (1) pursuant to a plan of distribution adopted as provided for under these By-Laws or under the provisions of the North Carolina Nonprofit Corporation Act (as amended from time to time), in the manner set forth in Section 55A-14 of the N.C.G.S. (as the same may be amended from time to time) or (2) if there be no appropriate plan of distribution, as a court may direct (pursuant to the laws of North Carolina) provided that such property shall be distributed only to organizations which shall comply with all of the following conditions:
(i) Such organization shall be organized and operated exclusively for charitable, religious, educational and scientific purposes and exempt under Section 501(c)(3) of the Internal Revenue Code revised April 1, 1998 or any successor statute of similar import.
(ii) Transfers of property to such organization shall, to the extent then permitted under the statures of the United States, be exempt from Federal gift, succession, inheritance, estate, or death taxes (by whatever name called).
(iii) Such organization shall be exempt form Federal income taxes by reason of Section 501(c)(3) of the Internal Revenue Code as revised April 1, 1998 (or a successor statute of similar import).
(iv) Contributions to such organization shall be deductible by reason of Section 170 of the Internal Revenue Code as revised April 1, 1998 (or a successor statute of similar import).
It is intended that the provisions of this Article 1, Section 5 shall be and remain consistent with the provisions of the North Carolina Nonprofit Corporation Act pertaining to the dissolution and liquidation of a nonprofit corporation. Any inconsistency between the provisions of this Article 1, Section 5 and the said provisions of the North Carolina Nonprofit Corporation Act (as amended from time to time) shall be resolved in favor of the latter.
ARTICLE 2. OFFICES
Section 1. Registered Office and Agent.
The Corporation shall continuously maintain a registered office and registered agent with the State of
Section 2. Principal Office.
The principal office of the Corporation shall be located at such place as shall be determined by the board of directors. The Directors may change the location of the principal office within the State of
ARTICLE 3. CORPORATE SEAL
The Corporation may adopt a seal consisting of two concentric circles, between which shall be inscribed the name of the Corporation, and in the center of which shall be inscribed the year of its organization, and the words “Corporate Seal, State of
ARTICLE 4. MEMBERS
Section 1. Class of Members.
The Corporation shall have one class of members. Members shall be parents, coaches, and friends of volleyball student-athletes. Members and new members are admitted upon application. Other memberships may be authorized by the Board of Directors.
Section 2. Term of Membership
Upon application and fulfillment of any requirements of membership hereinafter defined, membership in the Corporation shall be for a period of one year or two years or from December 1st to November 30th or any other period defined by the Corporation Board of Directors.
Section 3. Membership Requirements
Individual memberships shall be available to all such persons completing an application , meeting membership criteria, and upon payment of applicable annual dues, fees, and charges as approved by the Corporation’s Board of Directors.
Section 4. Termination of Membership
The Board of Directors by an affirmative vote of two thirds (2/3) of its members may suspend or expel a member for cause after an appropriate hearing.
Section 5. Resignation.
Any member may resign by filing a written resignation with the Secretary.
Section 6. Transfer of Membership.
Membership in this Corporation is not transferable or assignable.
Section 7. Membership Certificates.
No membership certificates of the Corporation shall be required.
ARTICLE 5 MEETING OF MEMBERS
Section 1. Annual Meeting
An annual meeting of members shall be held on the third Sunday of November each year for the purpose of electing directors, receiving the Annual Report, and for the transaction of such other business as may come before the meeting. If such day be a legal holiday, the meeting shall be held at the same hour on the next succeeding Sunday. No change in the date fixed in these By-Laws for the annual meeting shall be made within thirty days before the date stated herein. Notice of any change of the date fixed in these By-Laws for the annual meeting shall be given to all members at least twenty one days before the new date fixed for such a meeting.
Section 2. Special Meeting
Special meetings of the members may be called either by the President, the Directors, or not less than one-half of the members having voting rights.
Section 3. Place of Meeting.
The Board of Directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of
Section 4. Notice of Meeting.
Written notice stating the place, date and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than five (5) nor more than forty (40) days before the date of such meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the
Section 5. Informal Action of Members.
Any action required to be taken at a meeting of the members of the Corporation, or any other action which may be taken at a meeting of members of the Corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum.
The members holding ten per cent (10%) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
Section 7. Proxies.
Each member entitled to vote at a meeting of members or to express consent or dissent to Corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provided for a longer period.
ARTICLE 6. BOARD OF DIRECTORS
Section 1. General Powers:
The Board of Directors, in furtherance of the specific and primary purpose of this nonprofit Corporation as expressed in its By-Laws and Articles of Incorporation, may perform such acts as are necessary or convenient to exercise the powers of this nonprofit Corporation stated in its By-Laws, and generally may do or perform, or cause to be done or performed, any act which the Corporation lawfully may do or perform in the furtherance of its specific and primary purposes as stated in its By-Laws and Articles of Incorporation, except those powers reserved to the members by law, the Articles of Organization, or these By-Laws.
Section 2. Number and Term.
The Board of Directors shall consist of not less than five nor more than 25 persons, as may be determined from time to time by resolution. The Directors shall be elected by a majority of the members present at the annual meeting or at a special meeting called for that purpose. In addition to the elected Directors, the Executive Director shall be ex-officio member of the Board of Directors. Further, at the Board of Director’s discretion, a Student-Athlete representative may be appointed to serve as an ex-officio member of the Board of Directors. Except as above provided, directors shall be elected for a term of one (1) year or until their successors are elected and qualify in their stead.
Section 3. Vacancy.
If the office of any director or directors becomes vacant, the remaining directors, though less than a quorum, shall select a successor or successors for the remaining term(s).
Section 4. Committees.
The President of the Corporation with the approval of the Board of Directors may appoint two or more persons from among its members to serve as special and standing committees, and/or an executive committee as the board may determine are necessary, which shall have such powers and duties as shall from time to time be prescribed by the Board of Directors. All actions by any committee of the Board of Directors shall be reported to the Board of Directors at the meeting next succeeding such action. The chairperson of all standing or special committees shall be appointed by the President of the Corporation from the members of the Board of Directors. Other committee members may be from among the Board of Directors, members or other persons selected by the President of the Corporation, Board of Directors or the Committee Chairperson. However, all members of the Executive Committee shall also be members of the Board of Directors. See also Article 8 below.
Section 5. Removal.
Any director may be removed with or without cause by a majority vote of the members at any meeting duly called and at which a quorum is present.
Section 6. Resignation.
A director may resign by delivering his/her written resignation to the President, Treasurer or Secretary of the Corporation, to a meeting of the members or directors or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.
Section 7. Director Votes:
Each Director shall be entitled to one vote. No cumulative voting shall be permitted. Voting may be written, by show of hands or by oral ballot.
Section 8. Compensation.
Directors shall serve without compensation. However, directors and members of any committee of the Board of Directors may be entitled to reimbursement for any reasonable expenses incurred in carrying out their duties as directors or members of committees of the Board of Directors. No person who now is, or who later becomes, a Director of this nonprofit corporation shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of this nonprofit corporation shall look only to the asset of this nonprofit corporation for payment.
Section 9 . Transactions with Interested Directors.
No contract or other transaction between the Corporation and one or more of its directors or between any other corporation, firm, association, or entity of which one or more of its directors or officers of the Corporation or in which such persons are financially interested, shall be either void or voidable because of such relationship or interest, or because such director or directors are present at the meeting of the Board of Directors (or a committee thereof) which authorizes, approves, or ratifies such contract or transaction, or because his, her, or their votes are counted for such purpose, if either of the following conditions is met:
(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or
(b) The contract or transaction is fair and reasonable to the Corporation .
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors (or a committee thereof) which authorizes, approves, or ratifies such contract or transaction.
Section 10. Policy.
It also shall be the policy of this Corporation that this Corporation shall not engage in any of the following transactions:
(a) Lending any part of its income or principal without adequate security or at unreasonable rates of interest to directors, to members of the families of directors, or to corporations controlled by directors or to members of directors’ families.
(b) Making any part of this Corporation’s services available, on a preferential basis, to directors, or to members of directors’ families or to corporations controlled by director or members of directors’ families.
(c) Making any substantial purchase of securities or other property from directors, members of directors’ families, or corporations controlled by directors or members of directors’ families, for more than adequate consideration.
(d) Selling any substantial part of the property of this Corporation to directors, members of directors’ families, or corporations controlled by directors or members of directors’ families for less than adequate consideration.
(e) Engaging in any transaction which results in a substantial diversion of the income or corpus of this corporation to directors, members of directors’ families, or corporations controlled by directors or members of directors’ families.
ARTICLE 7 MEETINGS OF THE BOARD
Section 1 . Regular Meetings:
No call or notice shall be required for regular meetings of directors, provided that reasonable notice (i) of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent members, (ii) specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the corporation with interested persons or amendments to these By-Laws are to be considered at the meeting and (iii) shall be given as otherwise required by law, the Articles of Organization or these By-Laws.
Section 2 . Special Meetings.
Special meetings may be called by the Board of Directors upon five (5) days written notice to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the Articles of Organization or these By-Laws or unless there is to be considered at the meeting (i) contracts or transactions of the corporation with interested persons, (ii) amendments to these By-Laws, (iii) an increase or decrease in the number of directors, or (iv) removal or suspension of a director.
Section 3. Waiver.
Whenever any notice is required to be given under the provision of the statutes or of the articles of incorporation, or by these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance at a meeting by a person entitled to notice shall constitute a waiver of notice of such meeting, except where attendance is for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
Section 4 . Quorum:
At any meeting of the directors, a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present and voting at a duly constituted meeting of the Board of Directors shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the articles of Incorporation or by these By-Laws. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
Section 5 . Action Without a Meeting:
Any action required or permitted to be taken at a meeting of the Board of Directors or by a committee thereof may be taken without a meeting, by means of telephone, mail, telegram, E-Mail or in any other way the directors shall decide. However, a written consent setting forth the action so taken and signed by all the members of the Board of Directors or of a committee, as the case may be, must be filed with the minutes of proceedings of the Board of Directors or of the committee.
Section 6. Participation by Conference Telephone:
Members of the Board of Directors or of any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting. When such a meeting is conducted by means of a conference telephone or similar communications equipment, a written record shall be made of the action taken at such meeting.
ARTICLE 8. OFFICERS
Section 1 . Number and Positions.
The officers of the Corporation shall be elected by the Board of Directors and shall be the President, Vice President, Secretary and Treasurer. The Board of Directors may also elect one or more other vice presidents and one or more assistant secretaries and assistant treasurers. The Immediate Past President, if elected to the Board of Directors, may also serve as an officer of the Corporation. Two or more offices may be held by the same person except that the offices of the president and secretary may not be held by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The officers shall be elected at the first regular or special Board of Directors Meeting following the Annual Meeting. A majority vote of the total number of members of the Board of Directors shall be required for the election of Officers. The consent of each nominee shall be required prior to the election process. Oral consent may be received from each nominee who is present at the election; written consent, signed by the nominee, must be submitted at the time of nomination of a nominee who is not present at the election.
Section 2. Term of Office.
The Board of Directors shall elect officers of the Corporation, who shall hold office for one (1) year terms. Each officer shall hold office until his successor shall have been duly elected and qualified, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a two thirds (2/3) majority of the whole Board of Directors, whenever in their judgment the best interest of the Corporation will be served thereby. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors for the unexpired portion of the term. In case of the absence or disability of an officer of the Corporation, or in any other case that the Board of Directors may deem sufficient reason therefor, the Board of Directors, by a majority vote, may delegate for the time being any or all of the powers of any officer to any other officer, director, or any other person.
Section 3 . The President.
The President shall be a director of the Corporation. He/she shall be the principal executive officer of the corporation, and, subject to the control of the Board of Directors, shall:
(a) supervise and control all of the business and affairs of the corporation;
(b) when present, preside at all meetings of the Board of Directors;
(c) sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of directors, any deeds, mortgages, bonds, contracts or any other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of directors or by these By-Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed;
(d) prepare or cause to be prepared a budget to be submitted to the Board of Directors for its approval at its last regular meeting prior to the start of the fiscal year;
(e) be, ex officio, a member of all committees except the Committee on Nominations and Elections; and
(f) perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4. The Vice President.
The Vice President (or any of the vice presidents in the order of their seniority) shall, in the absence or disability of the President, or upon delegation by the President, perform the duties and exercise the powers of the President, or such of them as may be so delegated, and shall perform such other duties or exercise such powers as the Board of Directors shall prescribe. The Vice President, as confirmed by the President of the Board of Directors, shall be chiefly responsible for the operations of the Corporation as follows:
(a) coordinating registrations, tournament and travel arrangements with ECJVC teams, coaches, chaperones, volunteers, and others;
(b) being responsible for maintaining and coordinating correspondence, registrations, and other contacts with ECJVC coaches, staff, officials, and between ECJVC and regional and national volleyball organizations; and
(c) serving as ex-offico member of the Operations Committee.
Section 5 . The Secretary:
The Secretary or the assistant Secretary shall be a director of the Corporation and shall:
(a) Attend all meetings and keep the minutes of the Directors' meetings in one or more books provided for that purpose;
(b) Attend all standing committee meetings and keep the minutes if so directed by the Board of Directors or President;
(c) Give, or cause to be given, such notice as is required of all meetings of the Board of Directors;
(d) Be custodian of the corporate seal; and, when authorized by the Board of Directors, affix the seal to any instrument requiring it, and when so affixed, it shall be attested by his/her signature or by the signature of the treasurer or an assistant secretary;
(e) Carry on the correspondence of the Corporation;
(f) Be custodian of the Corporate records; and
(g) Perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the President or the Board of Directors.
Section 6. Assistant Secretaries.
The assistant secretaries in order of their seniority shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Board of Directors shall prescribe.
Section 7. The Treasurer.
Except as the Board of Directors may otherwise determine, the Treasurer or the Assistant Treasurer shall:
(a) deliver all funds and securities of the Corporation which may come into his/her hands to such bank or trust company as the directors shall designate as a depository, and shall keep full and accurate records of receipts and disbursements in books belonging to the Corporation;
(b) Disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board of Directors or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the Corporation:
(c) Prepare all financial statements required of the Corporation; and
(d) In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 8. Assistant Treasurers:
The Assistant Treasurers in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors shall prescribe.
ARTICLE 9 STAFF
Section 1. Executive Director
The Executive Director will be nominated by the Personnel Committee and the appointment confirmed by the Board of Directors. The Executive Director will be an ex officio member of the Board of Directors of the Corporation as well as of the Executive Committee. He/She will manage other staff as well as take the lead in identifying and assessing new volleyball coaches and setting coaching guidelines for the volleyball teams supported by the ECJVC. He/She shall represent the coaches and other staff to the Board of Directors. The Executive Director may also serve as Head Coach for the Corporation as well as head coach for one or more of the junior volleyball teams supported by ECJVC. The Executive Director may take on other responsibilities as mutually agreed between the Board of Directors and the Executive Director.
Section 2. Other Staff
Other staff may be employed as recommended by the Personnel Committee as confirmed by the Board of Directors of the Corporation.
ARTICLE 10. COMMITTEES
Section 1. Executive Committee:
There shall be an Executive Committee of the Board of Directors of this Corporation which shall consist of the elected Officers, the Executive Director (ex officio member), and a Student-Athlete representative if appointed (ex-officio member). The Executive committee shall serve as the Personnel Committee for the Corporation, and shall conduct the affairs and business of the Corporation, as directed by the Board of Directors, except for those matters which may only be conducted by the Board of Directors or by the membership of the Corporation, or both.
(a) Vacancies in the membership of the Executive Committee shall be filled by the Board of Directors at a regular meeting, or at a Special meeting called for that purpose;
(b) A majority of the members of the Executive Committee may fix its rules of procedure;
(c) All actions taken by the Executive Committee shall be by a majority of those serving on the Committee if taken at a meeting or by unanimous written approval if taken without a meeting;
(d) Meetings of the Executive Committee may be called, from time to time, at the direction and upon the request of the President;
(e) Notice of such meetings, unless waived, shall in each instance be given verbally to each member of the Executive Committee at least three (3) days before the meeting;
(f) The Executive Committee shall keep records of its activities and proceedings, as it may deem appropriate; and
(g) All actions by the Executive Committee shall be reported to the Board of Directors at the meeting succeeding such action and shall be subject to revision, alteration, and approval by the Board of Directors; provided, however, that no rights or acts of third parties shall be affected by such revision, alteration and approval.
Section 2. Standing Committees:
There shall be the following Standing Committees of the Board of Directors;
(a) Nominations and Elections Committee: The President shall appoint a Nominating and Elections Committee by not later than December 1st. Committee membership shall not be restricted to Board members. The Chair shall be a current director. Committee size shall be not less than three and not more than five persons. The Nominating and Elections Committee will:
(i) solicit director nominees from among the members submitting applications for membership for the following year;
(ii) obtain the qualifications and written consent of these candidates;
(iii) submit a list of nominees for Directors for the following year to be voted on by the members at the Annual Meeting. This list may contain current directors or officers of the Corporation;
(iv) the chairperson of the Nominating and Elections Committee, or his/her designee, will present the nominees at the Annual Meeting and will supervise the voting procedure;
(v) floor nominations will be permitted at the annual meeting. Oral consent to floor nomination may be received from each nominee who is present at the election; written consent, signed by the nominee, must be submitted at the time of floor nomination of a nominee who is not present at the election; and
(vi) Directors shall be elected by plurality vote of members in good standing, who are present and voting at the Annual Meeting. If there is but one candidate for each office, the vote may be by voice with the consent of the assembly. If there are more nominees than Board positions, those nominees receiving the highest number of votes shall be elected as Directors;
(b) By-Laws and Appeals Committee: responsible for keeping and enforcing the By-Laws of this Corporation and acting as the final review body in the Corporation to adjudicate disciplinary matters and acts or omissions which are in violation of the rules, regulations, or requirements of the Corporation. Membership on this Committee shall be appointed by the President and confirmed by the Board of Directors
(c) Finance and Auditing Committee: Responsible for developing the annual budget, auditing the Corporation’s books, reporting the Corporation’s financial condition to the Annual Meeting, and addressing such other fiduciary matters as required. The Treasurer shall serve as an ex-officio member of this committee.
(d) Operations Committee: Responsible for scheduling and coordinating team registrations, tournaments, and travel, and for correspondence with regional and national volleyball organizations.
(e) Personnel Committee: The personnel committee is responsible for the review of performance for all incumbents in a staff position, and recommendation to the Board of Directors for appointment, compensation , and creation of new positions not otherwise constituted by these By-Laws. Membership on this committee shall be restricted to members of the Executive Committee.
Section 3. Special or Ad Hoc Committees:
The President, with the approval of the Board of Directors, shall have the authority to appoint such other special or ad hoc committees as deemed appropriate. Each committee shall have such powers and shall perform such duties as may be delegated and assigned to that committee by the Board of Directors or the President.
Section 4. Committee Membership:
Membership of each Standing and Special Committee shall include at least one Director. Membership of Ad Hoc committees shall not require the inclusion of a Director. Committee membership shall not be restricted to members of the Board of Directors. Each committee chairperson, with the authority and approval of the Board of Directors, may select the membership of his or her committee, unless the committee’s membership is otherwise appointed by the President or is otherwise prescribed by any of the governing documents in these By-Laws.
Section 5. Committee Chair Appointments:
The Chairperson of each Standing Committee shall be appointed by the President from among the directors. The Chairperson of each Special or Ad Hoc Committee shall be appointed by the President and may be any member of the Corporation, not necessarily a Director. All such appointments shall be subject to the approval of the Board of Directors.
Section 6. Approval of Committee Actions:
Any matter transacted by any committee, other than the Nomination and Election Committee, in the name of the Corporation, shall be submitted to the Board of Directors for ratification or approval at the next regular or special Board of Directors meeting.
ARTICLE 11. FISCAL MATTERS
Section 1 . Authorization
Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the president or by the treasurer or such other person or persons as the Board of Directors may from time to time designate. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.
Section 2 Fiscal Years.
The board of Directors shall have the power to fix, and from time to time change, the fiscal year of the Corporation. Unless otherwise fixed by the Board of Directors, the fiscal years shall commence on November 1st and shall terminate the following October 31st.
ARTICLE 12. PERSONAL LIABILITY
The members, directors, officers and staff of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due and payable to them from the Corporation.
Each director or officer and each former director or officer and his heirs, executors, and administrators (hereinafter referred to as Corporate Agents) may be indemnified by the Corporation against reasonable costs and expenses incurred by him in connection with any claim, action, suit, or proceeding to which he may be made a party by reason of his being or having been a director or officer of the Corporation, except in relation to any actions, suits, or proceedings in which he shall be adjudged liable because of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.
In the absence of an adjudication which expressly absolves a Corporate Agent of liability to the Corporation arising from allegations of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office, or in the event of a court approving the conduct of his office, or in the event of a court approved settlement, each Corporate Agent may be indemnified by the Corporation against payments made, including reasonable costs and expenses, provided that such indemnification shall be conditioned upon the prior determination by a resolution of two-thirds of those members of the Board of Directors of the Corporation who are not involved in the action, that the director or officer has no liability by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office, and provided further that if a majority of the members of the Board of Directors of the Corporation are involved in the action, such determination shall have been made by a written opinion of independent counsel. Amounts paid in settlement shall not exceed costs, fees, and expenses which could have reasonably been incurred if the action , suit, or proceeding had been litigated to a conclusion. The foregoing rights and indemnification shall not be exclusive of any other rights to which said Corporate Agent may be entitled according to the law. The Corporation may at any time through action of its Board of Directors obtain appropriate indemnification insurance, to insure itself against any liability which may arise under this article.
ARTICLE 13. SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISERS, FRIENDS OF THE CORPORATION
The directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers or friends of the Corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
ARTICLE 14. AMENDMENTS
These By-Laws may be amended, altered or repealed and new By-Laws may be adopted by a two-thirds (2/3) vote of the Board of Directors present at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of the proposed alteration or repeal is contained in the notice of such meeting and notice shall be given in the event of an proposed amendment, alteration, or repeal of the By-Laws. Notice of any meeting of the Board of Directors in which the proposed amendment, alteration or repeal of the By-Laws is contained shall be in writing and shall be mailed to each director not less than five (5) days prior to the meeting.
ARTICLE 15. RULES OF PROCEDURE
In all cases not otherwise provided for by these By-Laws, this corporation shall be governed by Roberts' Rules of Procedure.
THE EAST CAROLINA JUNIOR VOLLEYBALL CLUB, INC.
APPROVED: January 10th, 1999 AMENDED: May 16th, 1999 AMENDED: November 21st, 2004 AMENDED: January 14th, 2007 AMENDED: February 25th, 2007
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