Constitution

Constitution and By-Laws  ARTICLES OF INCORPORATION OF VIBES SPORTS CLUB ARTICLE I Name/Organization/Objectives/Powers Section 1. Name The name of this organization shall be VIBES SPORTS CLUB hereinafter called “the Club” and abbreviated as VSC for the benefit of the document. This document shall be referred to as THE CONSTITUTION. Section 2. Organization The Club is organized as a nonprofit organization for the following purposes: a. To improve and foster the game of cricket, soccer, table tennis, netball, dominoes and other community relations and/or activities throughout the state of Georgia and wherever necessary in the United States of America. Domino competition may be considered as future game/sport activity for the club. b. To create and make sports men/women and good community citizens of its members, recruited from the communities. c. To arrange representative cricket, soccer, domino or any other sports activities against other teams and organizations in the region and wherever possible in an effort to foster camaraderie between bona fide organizations and their members. Section 3. Powers The ultimate powers of the club shall be vested in the members. The legislative powers shall be vested in the elected officers, hereinafter called the Executive Board or Board. ARTICLE II Membership/Honorary Membership Section 1. Membership a. Membership is open to all individuals who support the causes, objectives, and Constitution of the Club. Membership shall consist of persons who are in good financial standing (those who have paid their dues) and who are entitled to all privileges of the club. Section 2. Honorary Membership Honorary membership shall be extended at the discretion of the Executive Board and ratified by the general body. ARTICLE III Election of Officers / Executive Board Duties / Removal of Officers Section 1. Election of Officers a. The Executive Board shall consist of six (6) elected officers as follows: President, Vice President, Treasurer, Secretary, and Marketing Director. b. Offices shall be held for one (1) year. c. Officers shall be elected in November of each year at the annual general meeting. If such business has not been transacted as prescribed for the annual meeting, the Executive Board at its discretion may cause such business to be transacted at a special meeting of the members as soon as possible thereafter. d. Newly elected officers shall take office from January 1st of the ensuing year. e. Elected office is permitted to any member in good financial standing. f. Vacancy in the Executive Committee shall be filled by appointment by the Executive Board until a successor has been elected. g. Any officer may resign at any time by giving a written notice to the Board of Directors. Resignation shall take effect immediately or at such time specified therein. h. No director shall receive any compensation from the VSC for acting as such. However, any director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties (appropriate receipts need to be submitted). Section 1a) Honorary Board of Directors (HBOD) a. The HBOD shall consist of 3 members who are appointed and approved by the Executive Body and the general membership. The HBOD can be outsiders. b. The role of HBOD is to promote and raise funds and bring prominence to the club. c. The HBOD can review the books of VSC for any discrepancies if needed. d. The HBOD propose to meet at least 2 times per year. Section 2. Removal of Officers At any regular or special meeting of Club duly called, any one or more of the members of the Executive Board may be removed, with or without cause, by a majority of the Total Membership vote and a successor may then and there be elected to fill the vacancy thus created. An Executive member whose removal* has been proposed by members shall be given at least ten (10) days’ notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting. The successor shall serve the balance of the elected term. (*two-thirds majority present at the meeting can make decision to remove) Section 3. Executive Board Duties a. The Executive Board shall direct the policies and administer the affairs of the Club and may appoint committees as it deems necessary. b. Shall have the power to make rules and regulations governing the conduct and business of the Club, provided that no such rule of regulation is contrary to anything contained in the Constitution or by-laws. c. Shall be binding on all members. However, any member/s in good standing who object to the proposed rule or regulation has the right to a discussion and a vote by the general body. d. Shall notify all members of proposed Amendments to the Constitution, or vacancies on the Executive Board as they arise. e. Shall open and maintain financial accounts with appropriate banking institutions. f. Shall prepare a budget annually and present it to the general body for approval. g. Shall annually appoint an auditor to audit all financial records of the Club. h. Shall examine all financial records of the Club on an ongoing basis. i. Shall purchase property, stocks, bonds or any other instruments which the General body has authorized to acquire at such price or consideration and generally on such terms and conditions as it sees fit in conformity with any restrictions imposed by law. j. Shall borrow money upon the credit of the Club solely for the use of the Club. k. Shall sell, lease or otherwise dispose of any property, movable or immovable, assets, interests or effects of the Club for such price or consideration and generally on such terms and conditions as the Board may see fit. ARTICLE IV Amendments to the Constitution / Voting Section 1. Amendments to the Constitution a. Amendments may be made by resolution by any member in good standing. b. The proposed amendment/s shall be submitted in writing to the Secretary by registered mail. c. The proposed amendment shall give seven (7) days notice in writing to all members that a proposed amendment will be put before the general body at the prescribed meeting. Said notice must state the date, time, place and outline the particular Article of the Constitution to be amended and the proposed change/s. Section 2. Voting a). Fifty percent (50%) of the members in good standing must be present in order to vote. b). A two-thirds (2/3) vote of those members (in A) is required to amend the Articles. ARTICLE V Executive Board Meeting / General Meeting / Special Meetings Section 1. Executive Board Meetings a. Board meetings shall be held at least once every quarter. b. Four members of the Executive Board shall constitute a quorum, who may conduct legal business of the club. c. Special meetings may be called at any time upon petition of the President by a majority of the Board. The notice of the special meeting shall state the date, time, and place of such meeting and the purpose thereof. d. Board members shall be notified no less than seven (7) days prior to a meeting. e. Time and place of all Board and General Meetings will be at the discretion of the Board. f. To the fullest extent allowed by applicable Georgia law, the Club shall indemnify every officer against any and all expenses which such officer may be party by reason of being an officer. The officer shall not be liable for any mistakes of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The Club may maintain adequate general liability insurance to fund this obligation, if such coverage is reasonably available. Section 2. General Meetings a. General meeting shall be held once per month. An occasional emergency meeting may be called out of regular scheduled meetings. b. Twenty-five percent (25%) of the members in good standing shall constitute a QUORUM. c. A QUORUM shall conduct the affairs of the Club. d. Each member in good financial standing shall have one vote. Section 3. Special Meetings a. Special Meetings shall be called by the Executive Board. b. Members shall be notified in writing of a Special Meeting at least seven (7) days prior to said meeting, and the notice shall state the date, time, and place of such meeting and the purpose thereof. c. Twenty-five (25%) of the members in good financial standing may call a Special Meeting by petition to the Executive Board. d. If a notice of a special meeting demand is not given within 30 days after the date the written demand or demands are delivered to the Secretary, a member signing the demand may set the time and place of the meeting and give notice pursuant to Article V Section 3b. Only those matters that are within the purpose or purposes describe in the special meeting may be conducted at a special meeting of members. ARTICLE VI Dues/Loss of Membership Section 1. Membership Dues a. The amount of dues will be based on the economic conditions of the club and its members. All dues must be paid by the last day of February. Cricketer’s dues not paid by March 15th will not be allowed to play in League games (except for financial hardship cases). b. Members whose fees have been fully paid are considered to be members in good standing. c. Membership dues MUST be paid in full for the current year. Seventy Five (75%) MUST be paid by election date (Note: if payment is not made by an individual, he/she cannot vote in the election nor hold Executive office and, twenty-five (25%) paid by the last day in February. Full payment and installment payment is an option. d. Individuals joining VIBES Sports Club after the term/season begins MUST pay their dues within two weeks of joining. e. Extreme hardship may be considered by team mates or the club to help with dues for an individual. This should be a very rare occurrence. f. Associate members who would like to join VIBES can pay an annual registration fee of fifty dollars ($50.00), however, in the future if he/she would like to vote, play in league games, or hold executive office they MUST pay regular dues. Note: Should there be an age limit for members who join the club? Also, how should the dues of a college student/student in the club be handled? Section 2. Loss of Membership a. Any member of the Club who has violated or who committed an act contrary to the Constitution or Standing Rules, shall be subject to the LOSS OF MEMBERSHIP, upon two thirds (2/3) vote of members present, or recommendation of the Board. b. Members who violate their membership will not enjoy any of the privileges of membership. c. A member in good standing who sends a letter of resignation to the Secretary shall be entitled to resume membership upon payment of schedule dues. d. A former member may be reinstated on recommendation of the Board and a majority vote of the membership. ARTICLE VII Authorization for Signing Checks Section 1. Authorization for Signing Checks Any two (2) of the three (3) authorized officers will be required to sign checks on the behalf of the Club. President, Treasurer and Secretary are preferred. ARTICLE VIII Duties of Elected Officers Section 2. President a. Preside over all General Meetings. b. Preside over all Board Meetings. c. Be the official representative of the Club. d. Be jointly responsible with the Treasurer for all funds of the Club. e. Have the power to call Special, Board or General Meetings and appoint Special Committees. f. Submit an Annual Report at the Annual General Meeting outlining the performance of the Club. g. Shall be one (1) of the three (3) officers empowered to sign checks on behalf of the Club. Section 3. Vice President a. Assist the President in his/her duties when requested. b. Assume the duties of the President in his/her absence. c. Perform any other duties as prescribed by the Board. Section 4. Secretary a. Notify all members of meetings (General and Board). b. Keep an updated record of all members’ names and addresses. c. Notify all members of delinquent obligations. d. Keep all books, reports, certificates, documents, and records required by law. e. Record or cause to be recorded the minutes of all proceedings in a book to be kept for that purpose and shall perform or caused to be perform, like duties for the executive and other committees. f. Record or cause to be recorded all club standing rules in a separate book which shall be referenced as EXIBIT A. g. Record or cause to be recorded all cricketing standing rules in a separate book which shall be referenced as EXIBIT B. h. Receive all mail addressed to the Club. i. Prepare and forward all approved mail of the Club. j. Perform all duties incidental to this office, and such other duties as the Board prescribes. k. Present an Annual Report at the Annual General Meeting. l. Shall be one (1) of three (3) officers empowered to sign checks on behalf of the Club. Section 5. Treasurer a. Shall have charge and custody of and be responsible for all funds, securities, vouchers, and papers of the Club in such bank, Trust company or other depository as selected by the Executive Board. b. Shall submit quarterly reports to the Board showing receipts, disbursements and such information relative to the financial position for the Club. c. Shall keep a just and accurate account of all monies received by him/her for the club. d. Shall submit a detailed audited report of the financial condition of the Club at the regular meeting of the Executive Board preceding the Annual General Meeting and submit such other reports audited or otherwise as the Board may require from time to time. e. Shall perform duties and functions customarily performed by the office of the treasurer together with other duties prescribed by the Board. f. Shall be one (1) of the three (3) officers empowered to sign checks on behalf of the Club. g. Keep updated financial reports, including all audited financial documents. Section 6. Marketing Director a. The Marketing Director (officially abbreviated to MD) shall be generally responsible for generating public awareness of the Club. b. Shall maintain liaison with the press and furnish members of the press with Club events. c. Shall actively seek sponsorships for the Club and coordinate all attempts at gaining sponsorships for the Club. d. The MD should update or cause to be updated the Club’s website. Section 7. Board Members at Large a. Shall attend Board meetings. b. Shall perform such duties as the Board may prescribe. c. Every officer shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Club and the physical property owned and controlled by the Club. Any member can request a review of the books by first contacting an executive officer, who will then inform the Treasurer of this member’s request. The Treasurer will be given 7 business days to provide the required document(s) for that member to review. ARTICLE IX Standing Committees Section 1. Standing Committees The Club shall have the following standing committees: a. Entertainment b. Sports c. Disciplinary d. Membership e. Fund raising committee f. Scholarship g. Miscellaneous ARTICLE X Dissolutionment/Parliamentary Rules Section 1. Dissolutionment In the event of dissolution of the Club, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Club, dispose of all assets of the Club to such organizations organized and operated exclusively for charitable or education purposes. Section 2. Roberts’s Rules Roberts Rules of Order (current Edition) shall govern the conduct of all Club proceedings, when not in conflict with Georgia Law, The Article of Incorporation, Standing Rules, or ruling made by the person presiding over proceedings. IN WITHNESS WHEREOF, the undersigned officers of VIBES SPORTS CLUB Inc. Hereby certify that the above amendment to the Article of Incorporation was duly adopted by the required majority of the members. This ________day of ___________, 20____. VIBES SPORTS CLUB, INC. --------------------------------------------------------- By: ____________________________ President Attest: ____________________________ Secretary [CORPORATE SEAL] Sworn to and subscribed to Before me this ________day of ____________________, 20___ _____________________________ Witness _____________________________ Notary Public [NOTARY SEAL]