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Originally approved by the Yorktown Crew Boosters Inc. membership, Feb. 17, 1999
Revisions approved by the Yorktown Crew Boosters Inc. membership, Oct. 15, 2009
Revisions approved by the Yorktown Crew Boosters Inc. membership, Jun. 13, 2014
ARTICLE I - NAME AND OFFICE
The name of the corporation is the Yorktown Crew Boosters Inc., hereinafter referred to as “the corporation.” The registered office of the corporation in the Commonwealth of Virginia shall be located in the county of Arlington.
ARTICLE II – PURPOSE
The purpose of the corporation is to foster and sustain crew in cooperation with the public school officials of Arlington County, Virginia, at Yorktown High School, Arlington, Virginia, for students of Yorktown High School, H.B. Woodlawn and, as space permits, eighth grade students of Yorktown feeder schools. This support shall include, but not be limited to, financial aid, assistance and encouragement of the parents or guardians of such students, former students of these schools, and any other person who has expressed or demonstrated interest in the welfare of the rowing program at Yorktown High School.
ARTICLE Ill – MEMBERSHIP
SECTION 1. CLASSES OF MEMBERS
The corporation shall have the following classes of membership with such rights and responsibilities as shall be established by the bylaws hereof.
- Standard Membership. Each student participant in the rowing program at Yorktown High School shall be represented by a single standard membership. The parents or guardians of each student participant who have agreed to support this organization, to abide by the provisions of the bylaws, and who have paid the established membership dues for the current year shall collectively represent the standard membership associated with that student participant. All standard memberships in good standing shall have the right to vote on all matters coming before any annual or special meeting of the corporation.
- Contributing Membership. The board of directors or the president may offer contributing memberships to individuals who volunteer to assist or otherwise support the corporation and do not have a child currently participating in the rowing program at Yorktown High School. Contributing memberships do not have any voting rights.
SECTION 2. DUES
The amount and due date of the annual dues shall be established and publicly announced by the board of directors at least 14 days prior to the specified due date.
SECTION 3. TERMINATION OF MEMBERSHIP
Memberships that are not renewed after being notified of the date dues are due may be dropped from the membership roster. The right of a membership to vote and all 26 other rights, privileges and interests of a membership in or to the corporation, its rights, privileges and property shall cease on the termination of membership.
SECTION 4. SUSPENSION AND EXPULSION
For cause, membership may be suspended or terminated. Sufficient cause for such suspension or termination of membership shall be violation of the bylaws or any rule or practice properly adopted by the corporation or any other conduct prejudicial to the interests of the corporation. Such suspension or expulsion shall be by two-thirds (2/3) vote of the board, provided that a statement of the charges shall have been mailed by registered mail to the last recorded address of the representative of the membership at least 15 days before final action is taken. This statement shall be accompanied by a notice of the time and place of the meeting of the board of directors at which the charges shall be considered, and the representatives of the membership shall have the opportunity to appear in person or by his/her representative to present a defense to such charges before action is taken.
ARTICLE IV -BOARD OF DIRECTORS
SECTION 1. POWERS
The business and affairs of the corporation shall be managed by the board of directors. The board of directors shall consist of a president, vice president, treasurer, secretary, registrar and at least five additional directors, all of whom shall be elected by a majority vote of the memberships represented in-person at the annual meeting.
SECTION 2. LEGAL COUNSEL.
A legal counsel may be appointed to advise the Board as necessary. The legal counsel need not be a member of the corporation.
SECTION 3. ABSENTEEISM
If a board member is absent from one-half of the scheduled board meetings during the year, the position of that member may be declared vacant by a majority vote of the board.
SECTION 4. VACANCIES
A vacancy in any office may be filled by a majority vote of the board of directors for the unexpired portion of the term.
ARTICLE V - DUTIES OF OFFICERS
SECTION 1. PRESIDENT
The president shall be the principal operating officer of the corporation and shall preside at all meetings of the corporation and board of directors, and perform all duties usually appertaining to such an office. The president, with the approval of the board of directors, shall appoint all committees and may appoint assistants to the officers.
SECTION 2. VICE PRESIDENT
The vice president of the board of directors shall assist the president and shall preside over the affairs of the corporation in the absence of the president.
SECTION 3. SECRETARY
The secretary shall keep the minutes of all meetings of the corporation and the board of directors, conduct the correspondence of the corporation, carefully preserve all books, documents, and papers pertaining to the office of secretary, shall deliver same to his or her successor in good condition, and perform such other duties as may be prescribed by the president and/or board of directors.
SECTION 4. TREASURER
The treasurer shall: be responsible for the maintenance of the books of the corporation; receive all dues; deposit all funds in the name of the corporation in some depository satisfactory to the board of directors; disburse the funds of the corporation upon the authorization and approval of the board of directors; submit an annual budget to the board and present a financial status report at all meetings of the board and general membership. If required by the board of directors, the treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine at the expense of the corporation. He or she shall deliver to his or her successor, when duly qualified, all books, papers and monies pertaining to the office of treasurer.
SECTION 5. REGISTRAR
The registrar shall be responsible for maintaining an accurate roster of all memberships with the correct addresses of the individuals representing each standard membership and providing updates on the roster to the coaches, the board, the school’s activities office and to the Virginia Scholastic Rowing Association (VASRA).
ARTICLE VI - BOARD OF DIRECTORS - MEETINGS AND POWERS
SECTION 1. MEETINGS
- Annual Meeting. The corporation shall hold an annual meeting at least once a year. The secretary shall notify the representatives of the standard memberships in writing at least 10 days in advance, giving the time and place of the annual meeting. The directors of the corporation shall be elected at the annual meeting.
- Regular Meetings. Regular meetings of the board of directors shall be held every month, beginning in September, unless a majority of the board of directors determines that a meeting is not required; provided, however, no more than two consecutive meetings may be postponed and no more than four in a single year. The schedule of meetings will be publicly announced reasonably in advance of the scheduled meetings. The representatives of all memberships in good standing of the corporation are invited and encouraged to participate in regular meetings.
- Special Meetings. Special meetings of the general membership or the board of directors may be called by the president, by a majority of the board of directors or by written petition signed by 5 percent of the standard memberships in good standing. The representatives of each standard membership shall be notified of the time, place and purpose of such meeting.
- Telephone/Video Meetings. Meetings of the board of directors may be conducted by telephone or other electronic means, including teleconference.
SECTION 2. QUORUM
A quorum for transaction of business by the board shall consist of a majority of the number of members currently serving on the board of directors.
SECTION 3. POWERS
The board of directors may solicit and accept contributions, gifts and donations from any and all persons, firms and corporations, in order to raise funds to be used exclusively for the purpose of the corporation as set forth in Article II.
SECTION 4. PRESUMPTION OF ASSENT
A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she files written dissent to such action with the person acting as secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE VII -ELECTIONS AND TERM OF OFFICE
SECTION 1. NOMINATING COMMITTEE
The president shall appoint a nominating committee composed of not less than three individuals representing memberships of the organization who shall submit to the president a slate of nominees for the board of directors not less than 15 days before the annual meeting. The secretary shall include the names of the nominees for the board of directors in the notice of the annual meeting sent to the representatives of the standard memberships at least 10 days before the annual meeting.
SECTION 2. NOMINATIONS
Nominations may be made from the floor at the annual meeting.
SECTION 3. ELIGIBILITY
Only standard memberships in good standing may vote.
SECTION 4. VOTING
Those candidates receiving the highest number of votes of those standard memberships represented in-person at the spring annual meeting will be elected to the board of directors. If any representative of any standard membership submits to the president a request for a written ballot at least 10 days prior to the date of election, votes shall be recorded on written ballots. The secretary will record all votes of the membership and certify the results of the election. Each family gets one vote for each child they have on the team. Voting is conducted by a parent or guardian.
SECTION 5. TERM OF OFFICE
The term of office for each officer shall commence immediately upon the close of the spring annual meeting at which he or she is elected and shall continue until his or her successor shall be elected and qualify, or until his or her death, resignation or removal.
ARTICLE VIII - CONTRACTS, LOANS, DEPOSITS AND GIFTS
SECTION 1. CONTRACTS
The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. Notwithstanding the foregoing, no officer or designated agent of the corporation shall execute a contract or incur any other obligation requiring an expenditure expected to exceed 5 percent of the approved annual budget of the corporation without specific prior authorization of the board of directors.
SECTION 2. LOANS
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. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC.
Any checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.
SECTION 4. DEPOSITS
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
SECTION 5. GIFTS
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the corporation.
ARTICLE IX - FISCAL YEAR
The fiscal year of the corporation shall end on the last day of July and begin on the first day of August each calendar year.
ARTICLE X - AUDITING
All books and accounts shall be reviewed at least once each year by an independent auditor who need not be a member of the corporation.
ARTICLE XI - WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of applicable not-for-profit corporate law of the Commonwealth of Virginia, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII - AMENDMENTS
Proposed amendments to these bylaws of the corporation shall be submitted in writing to the members in good standing at least 10 days before the meeting at which they are to be voted on. The affirmative vote of two-thirds of the votes cast shall be necessary to approve amendments.
ARTICLE XIII - RULES
The order of business may be altered or suspended at any meeting by a majority vote of the members present. Each decision-making body will establish rules of order to ensure that business is conducted in an orderly and consistent manner. All rules established are subject to the laws of the state or commonwealth, the articles of incorporation and these bylaws.