BYLAWS OF
AMERICAN COLLEGIATE ROWING aSSOCIATION
as of April 8,
2008
ARTICLE I
NAME, PURPOSE, membership, and representation
Section 1.01. Name. The name of the organization
shall be American Collegiate Rowing Association (the “Association”) and
abbreviated ACRA.
Section 1.02. Purpose (the “Mission
Statement”). The Association is organized under the General Not For Profit Association
Act of 1986, as amended, and is organized for the charitable and educational
purpose of supporting intercollegiate rowing through competition and other
appropriate activities.
Section 1.03. Membership. The membership
of the Association shall be made up of university and college rowing teams
(both men and women) that are not sponsored by an institution’s athletic
department as defined by the NCAA. The
founding members shall be those teams who have participated in the initial
meetings of the Association. All
members, founding and new, will be required to verify their athletic status
within their university or college and will be required to have a verified
contact person for their team.
Section 1.04 Seal. ACRA will be represented by the following
seal:
TBD
ARTICLE II
AUTHORITY AND DUTIES OF the board of the association
Section 2.01. Authority of the Board of the
Association. The Board of the Association (the “Board”) is the
policymaking body and may exercise all the powers and authority granted to the Association
by law.
Section 2.02. Number. Selection. and Tenure.
The Board shall consist of not less than three (3) directors. Each director
shall hold office for a term of one (1) year beginning on July 1st
of each year. Vacancies existing by reason of resignation, death, incapacity or
removal before the expiration of his /her term shall be filled by a majority
vote of the remaining directors. In the event of a tie vote, the succeeding
director shall be chosen by the President of the Association. A director elected to fill a vacancy shall be
elected for the unexpired term of that director's predecessor in office.
Section 2.03. Resignation. Resignations
are effective upon receipt by the Secretary of the Association of written
notification.
Section 2.04. Regular Meetings. The Board
shall hold at least four (4) regular meeting per calendar year. Meetings shall
be at such dates, times and places as the Board shall determine. The Board is responsible for calling one (1)
meeting of the general membership per calendar year.
Section 2.05. Special Meetings. Special
meetings shall be at such dates, times and places as the Board shall determine
and called for any purpose for which the Board deems appropriate.
Section 2.06. Notice. Meetings may be
called by the President of the Board or at the request of any two (2) directors
by notice emailed, mailed, or telephoned, to each member of the Board not less
than forty-eight (48) hours before such meeting.
Section 2.07. Quorum. A quorum shall
consist of a majority of the Board attending in person or through
teleconferencing. All decisions will be by majority vote of those present at a
meeting at which a quorum is present. If less than a majority of the directors
is present at said meeting, a majority of the directors present may adjourn the
meeting without further notice.
Decisions voted on by the general membership of the Association do not
require a quorum.
Section 2.08. Action Without a Meeting.
Any action required or permitted to be taken at a meeting of the Board may be
taken without a meeting if all the members of the Board consent in writing to
taking the action without a meeting and to approving the specific action. Such
consents shall have the same force and effect as a unanimous vote of the Board
as the case may be.
Section 2.09. Participation in Meeting by
Conference Telephone. Members of the Board may participate in a meeting
through use of conference telephone or similar communications equipment, so
long as members participating in such meeting can hear one another.
Section 2.10. Committees. The Board may,
by resolution adopted by a majority of the Directors, establish committees of
the Board composed of at least two (2) persons which, except for an Executive
Committee, may include non-Board members. The Board may make such provisions
for appointment of the chair of such committees, establish such procedures to
govern their activities, and delegate thereto such authority as may be
necessary or desirable for the efficient management of the property, affairs,
business, activities of the Association.
Section 2.11. Reimbursement. Directors
shall serve without compensation with the exception that expenses incurred in
the furtherance of the Association's business are allowed to be reimbursed with
documentation and prior approval. In addition, Directors serving the Association
in any other capacity, such as staff, are allowed to receive compensation
therefore.
ARTICLE III
AUTHORITY AND DUTIES OF the directors
Section 3.01. Directors. The directors of
the Association shall be a President, a Treasurer, a Secretary, and a
designated number of Regional Officers. No
offices may be held by the same person.
Section 3.02. Election of Directors: Terms of
Office. . The directors of the organization
shall be a President, a Treasurer, a Secretary, and a designated number of
Regional Officers. The directors of the Association
shall be elected by the general membership at a meeting prior to July 1st
of each year, or, in the case of vacancies, as soon thereafter as convenient. Directors shall hold office until a successor
is duly elected and qualified. Directors shall be eligible for reappointment
for a maximum of eight (8) consecutive years.
Election of the President, Treasurer and Secretary will occur by
majority vote of voting membership.
Regional Officers will be elected by majority vote of voting members in
their region.
Section 3.03. Resignation. Resignations
are effective upon receipt by the Secretary of the Board of a written
notification.
Section 3.04. Removal.
An director may be removed by the Board at a meeting, or by action in writing
pursuant to Section 3.03, whenever in the Board's judgment the best interests
of the Association will be served thereby. Any such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Section 3.05. President. The President
shall be a director of the Association and will preside at all meetings of the
Board. The President shall perform all duties attendant to that office,
subject, however, to the control of the Board, and shall perform such other
duties as on occasion shall be assigned by the Board.
Section 3.07. Treasurer. The Treasurer
shall be a director of the Association and report to the Board at each regular
meeting on the status of the Association’s finances. The Treasurer shall be
responsible for overseeing the Financial Administration of the Association as
set forth in Article V. The Treasurer
shall work closely with any executive staff of the Association to ascertain
that appropriate procedures are being followed in the financial affairs of the Association,
and shall perform such other duties as occasionally may be assigned by the
Board.
Section 3.08. Secretary.
The Secretary shall be a director of the Association and shall keep the
minutes of the Board in the Books proper for that purpose. The Secretary shall maintain the books and
records of the Association called for in Article VI. The Secretary shall maintain a list of
college and university rowing programs associated with the Association. The Secretary shall perform such other duties
as occasionally may be assigned by the Board.
Section 3.09.
Regional Officers. The
Regional Officers shall be directors of the Association and shall represent
college and university programs in designated regions. Regions will be determined by the Board and
Regional Officers shall be from a college or university in the region they
represent. There shall be no fewer than
three (3) and no more than seven (7) regions.
The Regional Officers shall perform such other duties as occasionally
may be assigned by the Board.
Section 3.10. Paid Staff. The Board may
hire such paid staff as they deem proper and necessary for the operations of
the Association. The powers and duties of the paid staff shall be as assigned
or as delegated to be assigned by the Board.
ARTICLE IV
INDEMNIFICATION
Every member of the Board, officer or employee of
the Association may be indemnified by the Association against all expenses and
liabilities, including counsel fees, reasonably incurred or imposed upon such
members of the Board, officer or employee in connection with any threatened,
pending, or completed action, suit or proceeding to which she/he may become
involved by reason of her /his being or having been a member of the Board,
officer, or employee of the Association, or any settlement thereof, unless
adjudged therein to be liable for misconduct or fraud in the performance of her
/his duties; provided, however, that in the event of a settlement
the indemnification herein shall apply only when the Board approves such
settlement and reimbursement as being in the best interest of the Association.
The foregoing right of indemnification shall be in addition and not exclusive
of all other rights which such member of the Board, officer or employee is
entitled.
ARTICLE V
FINANCIAL ADMINISTRATION
Section 5.01. Fiscal Year. The fiscal year
of the Association shall be January 1 through December 31 but may be changed by
resolution of the Board.
Section 5.02. Checks. Drafts. Etc. All
checks, orders for the payment of money, obligations, bills of exchange, and
insurance certificates shall be signed or endorsed by such officer or officers
or agent or agents of the Association and in such manner as shall from time to
time be determined by resolution of the Board or of any committee to which such
authority has been delegated by the Board.
Section 5.03. Deposits and Accounts. All
funds of the Association not otherwise employed shall be deposited from in
accounts in such banks, or other depositories as the Board or any committee to
which such authority has been delegated by the Board may select, or as may be
selected by any officer of the Association to whom such power may from time to
time be delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Association, checks, drafts, and other
orders of the Association may be endorsed, assigned, and delivered on behalf of
the Association by any officer or agent of the Association.
Section 5.04. Investments. The funds of
the Association may be retained in whole or in part in cash or be invested and
reinvested on occasion in such property, real, personal, or otherwise, or
stock, bonds, or other securities, as the Board in its sole discretion may deem
desirable, without regard to the limitations, if any, now imposed or which may
hereafter be imposed by law regarding such investments, and which are permitted
to organizations exempt from Federal income taxation under the Internal Revenue
Code.
ARTICLE VI
BOOKS AND RECORDS
Correct books of account of the activities and
transactions of the Association shall be kept at such place as the Board shall
determine. These shall include a copy of the Certificate of Incorporation, a
copy of these Bylaws, and all minutes of meetings of the Board and all
committees thereof. Copies may be paper
or digital.
ARTICLE VII
AMENDMENT OF BYLAWS
The Association Constitution
and/or Bylaws may be amended at a meeting of the Board by a majority vote of
the Board, provided prior notice is given to the Board and general membership of
the proposed amendment. A decision by
the Board to amend the Bylaws and/or Constitution requires a ratification by a
2/3 majority of the voting membership.
Proposed changes to the Bylaws and/or Constitution by the Board shall be
distributed to the general membership at least two weeks prior to an anticipated
vote by the Board. Members will have a
period of time designated by the board, but no less than two weeks, to ratify
the Board’s proposed amendments to the Constitution and/or Bylaws or the
amendments will be tabled.
ARTICLE VIII
Dissolution
In the event of liquidation, dissolution or termination of
the Association, whether voluntary or involuntary or by operation of law, its
property or other assets, or any other proceeds thereof, shall be distributed
to such nonprofit organizations which shall be exempt from Federal Income Taxes
under Section 501 (c)(3) of the International Revenue Code or such
corresponding section or sections as may be from time to time in force, as the
members of the Association, by majority vote thereof, shall determine; and none
of such property, assets or proceeds shall be distributed to, or divided among,
any of the members of the Association.
ARTICLE ix
MISCELLANEOUS
Section 9.01. Rules. The following rules
shall conclusively bind the Association and all persons acting for or in behalf
of it:
a. No part of the net earnings of the Association
shall inure to the benefit of, or be distributable to, its directors, officers,
or other private persons except that the Association shall be authorized and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth herein. No
substantial part of the activities of the Association shall be the carrying on
of propaganda, or otherwise attempting to influence legislation, and the Association
shall not participate in, or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of any candidate
for public office. Notwithstanding any other provision of these bylaws, the Association
shall not carry on any other activities not permitted to be carried on (a) by
an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or
the corresponding provision of any future United States Internal Revenue Law),
or (b) by a Association, contributions to which are deductible under Section
170(c)(2) of the Internal Revenue Code of 1986 (or
the corresponding provision of any future United States Internal Revenue Law).
b. Upon dissolution of the Association,
the Board shall, after paying or making provision for the payment of all the
liabilities of the Association, dispose of all of the assets of the Association
exclusively for the purposes of the Association in such manner, or to such
organization or organizations organized and operated exclusively for
charitable, educational, religious, or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Section 501(c)(3) of
the Internal Revenue Code (or the corresponding provision of any future United
States Internal Revenue law), as the Board shall determine; provided, however,
that should the Board fail to agree upon a distribution then the assets shall
escheat to the TBD State
for public purposes.
Section 9.02. Registered
Agent. The Association shall have and continuously maintain in the TBD State
a registered office and a registered agent whose office shall be identical with
such registered office, and my have such other offices within or without the TBD State
and such other registered agents as the Board may from time to time determine.
