BYLAWS
ARTICLE I – NAME AND LOCATION
SECTION 1: The name of this mutual benefit non-profit organization shall be Mission Bay Volleyball Association, herein referred as the club.
SECTION 2: The principle office of the
club shall be in San Diego County and/or such other localities as may be
determined by the Board of Directors.
For the mutual benefit of all, the purpose of this club shall be to:
1.
Provide
organized volleyball games for its members.
2.
Encourage
enjoyment and participation is the sport of volleyball.
3.
Educate
its members about the sport.
4.
Undertake
such other functions, consistent with these bylaws which advance the interest
of its members.
SECTION 1: Voting. There shall be one classification of membership and each member shall have one vote.
SECTION 2: Application. Every
candidate for membership shall present a written application on a form supplied
by the club. Each application shall be accompanied by a check or cash for the
current dues.
SECTION 3: Election to Membership.
Shall be made by the Board of Directors.
SECTION 4: Suspension and Expulsion.
Any member may be suspended or terminated for cause. Sufficient cause
for such suspension or termination of membership shall be by violation of the
Bylaws or any lawful rule or practices duly adopted by the club, or any other
conduct prejudicial to the interest of the club. Suspension or expulsion shall
be by two-thirds vote or the entire membership; provided that a statement of
the charges shall have been sent by registered mail at least twenty 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 member shall have the opportunity to appear in
person to present any defense of such charges before action is taken.
SECTION 1: Determination and Payment. Annual dues for all members shall be established by the Board of Directors. A club member whose dues are paid shall be a member in good standing in the club.
SECTION 2: Delinquency and Termination.
Any member who has not paid their dues for a period of thirty days from
the time dues become payable shall be notified of such delinquency. If payment
of dues is not made with the next succeeding thirty days, the said membership
shall be terminated unless, at the request of the member,
such
termination is waived by affirmative action of the Board for good and
sufficient reason.
SECTION 3: Refunds. Dues, once paid,
shall not be refundable or transferable except as otherwise provided in these
Bylaws.
SECTION 1: Regular Meetings. Regular meetings of the club shall be held a minimum of four times during the calendar year at a time and place to be determined by the Board of Directors.
SECTION 2: Annual Meetings. The annual meeting of the club shall be held during the month of April unless otherwise ordered by the Board of Directors, for election of members to the Board of Directors, for receiving the annual reports, and the transaction of other business.
SECTION 3: Special Meetings. Special meeting may be called by the President or by the Board of Directors, or shall be called by the President upon written request of 5% of the voting members. Notice of any special meeting shall be mailed to the membership with a statement of time and place and information as to the subject or subjects to be considered.
SECTION 4: Voting. At all meetings of the club each Voting Member in good standing shall have one vote. No proxy voting shall be allowed.
SECTION 5: Quorum. At an annual, regular, or special meeting of members, a quorum shall consist of 15% of the Voting Members. If members withdraw leaving less than a quorum, the remaining Voting Members may continue to transact business if any action taken is approved by at least a majority of the members required for a quorum.
SECTION 6: Order of Business. The order of business may be altered or suspended at any meeting by a majority of the voting Members present. The parliamentary rules as laid down in Robert's Rules of Order shall govern all deliberations, when not in conflict with these Bylaws.
ARTICLE VI – BOARD OF DIRECTORS
SECTION 1: Authority & Responsibility. The Board of Directors shall supervise, control and
direct the affairs of the club, shall determine its policies and may in the
execution of its powers delegate certain of its authority and responsibility to
the President. It may adopt such rules and regulations for the conduct of its
business as shall be deemed advisable, and may, in the execution of the powers
granted, appoint such agent as it may consider necessary.
SECTION 2: Composition. The Board of Directors shall consist of the
President, Vice President, Immediate Past President, Secretary, and Treasurer.
SECTION 3: Qualifications
for Office. Any Voting Member in good
standing shall be eligible to nomination and election to any elective office of
this club, provided the person has been a member of the club for at least one
year prior to an elective term of office.
SECTION 4: Nomination. The Nomination Committee shall be chaired by the Immediate Past
President. The President shall appoint three Voting Members to the Committee,
who are not currently holding office.
The Nominating Committee shall
prepare a slate of nominees from the membership of Members eligible for the
offices of Vice President, Secretary, and Treasurer. Any persons so nominated
shall have given prior consent to nomination and election as an officer.
The report of the Nominating
Committee shall be presented to the membership in April, at which time
additional nominations may be made from the floor, provided that any person
nominated shall have agreed in writing to serve if elected.
SECTION 5: Election. The election shall be held at the Annual Meeting of
the club and only voting Members present at the Annual Meeting shall be
entitled to vote. If there are a
greater number of nominees than there are vacancies to be filled, voting shall
be done by secret ballot. The President shall appoint tellers to count and
announce the vote; those nominees receiving the largest number of votes for the
vacancies to be filled shall be declared elected.
SECTION 6: Assumption of
Duties. The newly-elected officers and directors may
be installed in office at any time following their election, but they shall
assume the responsibility of their office and the official exercise of their
duties on May 1.
SECTION 7: Terms of Office. The terms of office for the elected officers shall be one year
except for the President who will continue to serve on the Board until his/her
term as Immediate Past President is concluded.
SECTION 8: Meetings of the
Board. Regular meetings of the Board of Directors
shall be held not less than three times during each fiscal year at such time
and place as the President of the Board may prescribe. Notice of such meetings
shall be given to the directors not less than ten days before the meeting is
held. Special meetings of the Board may be called by the President or at the
request of any three directors, by notice mailed, delivered, telephoned or
telegraphed to each member of the Board of Directors not less than seventy-two
hours before the meeting is held.
SECTION 9: Action Without
Meeting. Any action required or permitted to be taken
by the Board of Directors may be taken without a meeting if all members of the
Board individually or collectively consent in writing to that action. Such
action by written consent shall have the same force and effect as a unanimous
vote of the Board. Such written consent shall be filed with the Minutes of the
Board.
SECTION 10: Voting. Voting rights of a Director shall not be delegated to another nor
exercised by proxy.
SECTION 11: Voting by Mail. Action taken by a mail ballot of the members of the Board of
Directors shall be a valid action of the Board and shall be reported at the
next regular meeting of the Board.
SECTION 12: Quorum. A simple majority of the Board of Directors shall be a Quorum.
SECTION 13. Vacancies. If the office of President is vacated for any reason, the Vice
President shall assume the office for the balance of the unexpired term. If the
Vice President is vacated for any reason, the office shall be filled by a
special election as determined by the Board with the current President serving
in that capacity, if necessary, until the election is completed. Vacancies in
the offices of Secretary or Treasurer shall be filled by appointment by the
Board.
SECTION 14: Absence and Removal. Absence from three consecutive meetings of the Board, Without
reasonable cause and prior notice to the President or Executive Vice President
or any officer may constitute grounds for removal from the Board. Any officer or member of the Board may be
removed for cause by a 2/3 vote of the Board.
SECTION 15:
Resignation. Any director may resign at
any time by giving written notice to the Executive Director or any Director.
SECTION 16:
Compensation. Directors as such shall not
receive any compensation for their services as directors, but the Board may, by
resolution, authorize reimbursement of expenses incurred in the performance of
their duties. Such authorization may
prescribe procedures for approval and payment of such expenses by designated
officers of the club.
ARTICLE VII – OFFICERS
SECTION 1: Elected Officers. There shall be four elected club officers. They are President,
Vice President, Secretary, and Treasurer. They will be elected by voting
Members of the club, and serve until their successors have been duly elected
and assumed office.
SECTION 2: Duties of the
President. The President is the Chief Elected Officer
and shall preside at all meetings of the members and the Board of Directors
with the right to vote at any such meeting. The President shall also serve as a
member ex officio, with the right to vote on all committees except the
Nominating committee. He/she shall appoint any committees necessary for the
transaction of the business and programs of the club.
SECTION 3: Duties of the
Vice President. The Vice President shall be
vested with all of the powers and shall perform all of the duties of the
President, in case of his/her absence of disability.
SECTION 4: Duties of the
Treasurer. The treasurer shall be the Chief Financial
Officer and oversee the club’s funds and records, the collection of member dues
and the establishment of proper accounting procedures for the handling of the
club’s funds. The Treasurer shall report on the financial condition of the club
at all meetings of the Board of Directors and at other times when called upon
by the President.
At the conclusion of each fiscal
year the incoming treasurer shall review the accounting records and financial
statements for the prior year and report and make recommendations to the Board
on the condition of the accounts and records.
ARTICLE VIII – COMMITTEES
The President, with the approval of the Board of Directors, may appoint committees and their chairman as are necessary and which are not in conflict with other provisions of these Bylaws.
ARTICLE IX – EXECUTIVE DIRECTOR
The Board of Directors may employ or otherwise retain a club Executive Director to assist the officers and directors in the conduct of the club’s activities. The Executive Director is the chief salaried officer and shall be responsible for the management, and carrying out of the activities of the club, and for the implementation of the policies of the club. The Executive Director shall be accountable to and may be removed by action of the Board of Directors.
ARTICLE X- MAIL VOTE
Whenever, in the judgement of the Board of Directors, any question shall arise which it believes should be put to a vote of the membership and when it deems it inexpedient to call a special meeting for such purpose, the directors may submit such a matter to the membership in writing by mail for vote and decision. The question thus presented shall be determined according to a majority of the votes received by mail within fourteen days after such submission to the membership, provided that in each case votes of at least a majority of the voting members shall be received. Any and all action taken in pursuance of a majority mail vote in each such case shall be binding upon the club in the same manner as would be taken at a duly called meeting.
ARTICLE XI – FISCAL YEAR
The fiscal year shall commence of the first day of January and shall end of the last day of December.
ARTICLE XII – SEAL
The club shall have a seal of such design as the Board of Directors may adopt.
ARTICLE XIII – AMENDMENTS
The Bylaws may be amended or repealed by a two-third vote of the Members present and a quorum attained at any annual or regular meeting of the club duly called and regularly held, notice of such proposed changes having been distributed in writing to the members fifteen days before such meetings. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of any twenty-five members addressed to the Board of Directors. All such proposed amendments shall be presented by the Board of Directors to the membership without recommendation.
ARTICLE XIV – DISSOLUTION
The club, its directors, and officers shall not be liable to any of its members for any statements, errors or omissions in any reports sent out by the club, or for any injuries sustained in connection the club events, including play, whether the same shall be due to the negligence of the club, or said events including play, whether the same shall be due to the negligence of
the club, or said directors or elective officers. Each and every member or those that may hereafter become members, shall be deemed to have expressly released the club, its directors and elective officers from any and all liability for such statements, errors, omissions, injuries and further, from any and all liability by reason of any agreements, contracts, obligations, acts, steps, or plans entered into or undertaken by the club on behalf of its members.
ARTICLE XV –
DISSOLUTION
In the event of a dissolution of the club, the net assets of the club shall be applied and distributed as follows:
1.
All
liabilities and obligations shall be paid, satisfied and discharged of adequate
provision shall be made therefor.
2.
No
funds remaining will inure, or be distributed to members of the club. Rather,
any funds shall be distributed to one or more regularly organized and qualified
under California State Law charitable, educational, scientific, athletic or
philanthropic organizations to be selected by the Board of Directors.
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