BYLAWS
OF
THOMAS SPORTS GROUP, INCORPORATED
ARTICLE I
Name
The name of this Organization shall be “Thomas Sports Group,
Incorporated of the City and
ARTICLE II
Nonprofit Purposes
Section 1. IRC SECTION 501 (c) (3) PURPOSES: This Organization is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations under Section 501 (c) (3) of the Internal Revenue Code.
Section 2. SPECIFIC
OBJECTIVES AND PURPOSES: Thomas Sports Group, Incorporated
motto: Everyone’s A Winner! The Thomas Sports Group, Inc. is a human service
agency providing organized sports leagues, academic assistance, behavior
management and job training for low-income youth and families at risk in the
City and
·
The leagues will promote teamwork, sportsmanship, self-esteem and
leadership.
·
Expand youth horizons by interacting with them and other community
sports teams.
·
Provide youth with diversified community relationships.
·
Motivate participation by displaying individual statistics that will
give them a sense of accomplishment.
·
Promote attainable goals, by distributing trophies to all participants
and special trophies to participants that have excelled in behavioral
excellence.
·
Recruit volunteers from the community, universities and businesses,
that will coach and mentor youth.
·
Develop a relationship between our sponsors and the communities we
serve.
·
Provide youth academic assistance, behavioral management, computer
training, collaborate with parents and schools.
·
Provide job training and placement.
·
Promote self-esteem; educate people for job searches, interviews,
resumes and collaborate with employers.
Territory
The Organization shall conduct activities primarily in the
City and
Office
The principal office of the Organization shall be located in
the
ARTICLE III
Membership
Pursuant to the Thomas Sports Group, Incorporated of the City and County of Schenectady, State of New York status as a Type A corporation as evidenced by its Certificate of Incorporation, subparagraph (a) (5) of Section 102 (Definitions) of the Not-for-Profit Corporation Law of the State of New York, there shall be no Membership in the corporation, instead, the Board of Directors shall be self perpetuating.
ARTICLE IV
Board of Directors
Section 1. COMPOSITION: The Organization shall be governed by a Board of Directors composed of no less than (7) six members but no more than (15) fifth teen. Directors shall be at least 18 years of age. The organization is committed to having a diverse Board in terms of ethnicity, gender, age, sex, and geographic representation, as well as a Board composed of individuals committed to community service who will add value by their ability and commitment to furthering the goals of the organization.
Section 2. ELECTION AND TERM OF OFFICE: The terms of membership will be staggered (1) one year and (2) two year terms. Each Director shall hold office until the expiration of the term for which he/she was elected and the Board may by majority vote determine that additional terms shall be granted or until his/her prior resignation or removal.
Section 3. NOMINATION OF DIRECTORS: At least 30 days prior to the date of each annual meeting, the Board of Directors shall designate nominate candidates for the Board of Directors to be elected at the annual meeting. A list of the candidates for possible nomination shall be submitted to the Board of Directors at least 15 days prior to the date of the annual meeting.
Section 4. COMPENSATION: Directors shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties upon prior approval by the Board of Directors and submission of proof of such expenses. Salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this Organization shall be reasonable and given in return for services actually rendered to or for the Organization.
Section 5. VACANCY: A vacancy among the Board members shall be filled by election by the Board of Directors with an individual recommended by the Board member or Board of Directors and the person so elected shall fill the unexpired term.
Section 6. ABSENCES: Directors may be deemed to have resigned from the Board after three consecutive absences from regular Board Meetings without prior notification to Board of Directors.
Section 7. REGULAR MEETINGS: Regular meetings of Board of Directors shall be held every month (12) twelve total per year; Second Thursday of the Month. Regular meeting of Board of Directors shall be held every month (12) twelve times; Second Thursday of the Month. Prior to meetings requested by Board Member may have a family member or qualified friend present if he/she cannot attend.
Section 8. SPECIAL MEETINGS: Special Meetings of the Board of Directors may be called by the President, the Secretary, Treasurer, the Executive Director, or by any two Directors, by the person or/s to call special meetings of the Board. Such meetings shall be held at the principal office of the organization or, if different, at the place designated by the person or persons calling the special meeting.
Section 9. NOTICE OF MEETINGS: Unless otherwise provided by these Bylaws or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
(a) Regular Meetings. No notice needs to be given of any regular meetings of the Board of Directors. Dates are scheduled as such Monthly (2nd) Thursday of each month.
(b) Special Meetings. At least (1) one week prior notice shall be given by a Board of Director or/s as deemed in Special Meetings section. Such notice may be oral or written and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting.
(c) Waiver of Notice. Whenever and notice of a meeting is required to be given to any Board of Director of this Organization under provisions of the Bylaws of the laws of this state, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Prior to meetings requested by Board Member, they may have a family member or qualified friend present if he/she can not attend meeting.
Section 10. QUORUM FOR MEETINGS: A quorum shall consist of a majority of the Board of Directors.
Except as otherwise provided by these Bylaws, or provisions of laws, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Board of Directors shall entertain at such meetings is a motion to adjourn.
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Directors who were absent at the time of adjournment and , unless such time and place are announced at the meeting, to the other Directors.
Section 11. MAJORITY ACTION AS BOARD ACTION: Every act or decision done or made by a majority of the Board of Directors present at a meeting duly held at which a quorum is present, is the act of the Board of Directors, unless these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board. Each Director present shall have one vote. 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, consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with minutes of the proceedings of the Board.
Any one or more members of the Board of Directors thereof may participate in the meeting of such Board meetings by means of a conference telephone or similar communication device allowing all persons participating to hear each other at the same time. Participation by said means shall constitute presence in person at a meeting.
Section 12. CONDUCT OF MEETINGS: Meetings of the Board of Directors shall be presided over by the President, or in his or her absence, by the Vice-president, or, in
The absence of each of these persons, by the Executive Director or chairperson chosen by a majority of the Board of Directors present at a meeting. The Secretary of the Organization shall act as Secretary of all meetings of the Board of Directors, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
ARTICLE V
Officers
Section 1. DESIGNATION OF OFFICERS: The officers of the Organization shall be a President, a Secretary, Treasurer and other Board member/or s. The Organization may also have one or more Vice-presidents, Assistant Treasurers, Assistant Secretaries, and other such officers with such titles as may be determined from time to time by the Board of Directors.
Section 2. QUALIFICATIONS: Any person may serve as officer of this Organization and must be at least 18 years of age. Other qualifications for officer of this Organization should be:
(a) Committed to community service;
(b)
Knowledgeable in one or more of the following:
Education, finance/accounting, human services, fundraising,
Grant writing, job training, computer support;
(c) Committed to follow the Organization’s agenda.
Section 3. ELECTION AND TERM OF OFFICE: Officers shall be elected annually by the board of Directors, and each officer shall hold office until he or she resigns, or is removed, or is otherwise disqualified from serving, or until his or her successor shall be elected and qualified, whichever comes first.
Section 4. REMOVAL AND RESIGNATION: Any officer may be removed by the Board of Directors at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Organization. Any such resignation shall take effect on the date of receipt of such notice or at any later date specified therein. The acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the Organization.
Section 5. VACANCIES: Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
Section 6. DUTIES OF PRESIDENT: The President shall be the chief executive officer or the Organization and shall, subject to the Board of Directors, supervise and control the affairs of the Organization and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors.
Section 7. DUTIES OF VICE PRESIDENT: In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
Section 8. DUTIES OF EXECUTIVE DIRECTOR: The Executive Director shall oversee and have responsibility for total day-to-day operations of the Organization including preparation of the budget, broaden and pursue Organizations financial resources both locally and nationally, grant writing, Supervise, document and provide results of Organizations programs, expansion of Organizations mission and such powers and responsibilities or duties as may be assigned by the Board. The Executive Director shall preside at all meetings of the Board of Directors. The Board of Directors may approve compensation and benefits for the executive director. The Executive Director may not be elected to serve on the board of directors.
Section 9. DUTIES OF SECRETARY: The Secretary shall:
Certify and keep at the office of the Organization the original, or copy, of these Bylaws as amended or otherwise altered to date. Keep at the principal office of the Association or at such other place as the board may determine, a book of minutes of all meetings of the Directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and proceedings thereof.
See that all notices are dully given in accordance with the provisions of these
Bylaws or as required by law.
Be custodian of the records of the Organization.
Exhibit at all reasonable times any Director of the Organization, or his or her agent or attorney, on request thereof, the Bylaws, and minutes of the proceedings of the Directors of the Organization.
In general perform all duties incident to the office of Secretary and such other duties as may be required by law, or which may be assigned to him or her from time to time by the Board of Directors.
Section 10. DUTIES OF TREASURER: The Treasurer shall:
Have charge and custody of, and responsibility for, all funds and securities of the Organization, and deposit all such funds in the name of the Organization in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive and give receipts for monies due and payable to the Organization from any source whatsoever and deposit all such monies in the name of the Organization in such banks, trust companies or other depositories as shall be directed by the Board of Directors.
Disburse, or cause to be disbursed, the funds of the Organization as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the Organization’s properties
And business transactions, and accounts of its assets, liabilities, receipts,
Disbursements, gains and losses.
Exhibit at all reasonable times the books of accounts and financial records to and Director of the Organization, or to his or her agent or attorney, on request therefore.
Render to the President, Executive Director and Directors, whenever requested, an account of any and all of his or her transactions as treasurer and of the financial condition of the Organization.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. Approve recommended candidates for, and evaluate performance of:
· Controller
· Contracted accountants & other providers of financial services
· External auditors
· Train an assistant treasurer to cover absences of the treasurer, and to replace the treasurer upon retirement.
Treasurer has ultimate responsibility in all areas listed in the bylaws; however, the Treasurer with the Board of Directors approval can hire a Controller and delegate administrative duties to the Controller. The Controller’s specific tasks are:
Section 11. DUTIES OF THE ASSISTANT TREASURER AND/OR
ASSISTANT SECRETARY: Duties:
The Assistant Treasurer and/or Assistant Secretary, in general, shall perform such duties as may be assigned to him/her by the Board of Directors, the President, Executive Director, the Treasurer or the Secretary of the Organization.
Section 12. SURETIES AND BONDS: In cases the board shall so require, any officer or agent of the Organization shall execute to the Organization a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his or her duties to the Organization and including responsibility for negligence and for the accounting of all property, funds, securities of the Association which may come into his or her hands.
ARTICLE VI
COMMITTEEES
Section 1. COMMITTEES: The Organization shall have such other committees as may from time to time be designated be resolution of the Board of Directors. These committees may include persons who are not also members of the Board and shall act in an advisory capacity to the Board.
Section 2. MEETINGS AND ACTIONS OF COMMITTEES: Meetings and actions of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
Section 3. ADVISORY BOARD: The Board of Directors may appoint a Board member which shall consist of prominent community members who will provide counsel and support to the Thomas Sports Group, Inc. to further its mission.
ARTICLE VII
Section 1. EXECUTION OF INSTRUMENTS: The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize and any officer or agent of the Organization to enter into any contract or execute and deliver any instrument in the name of, or on behalf of, the Organization, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Organization by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. CHECKS AND NOTES: Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the Organization shall be signed by the Treasurer and/or Assistant Treasurer of the Organization.
Section 3. DEPOSITS: All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. GIFTS: The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the nonprofit purposes of this Organization.
ARTICLE
VIII
Section 1. LIMITATIONS NO ACTIVITIES: No substantial part of the activities of this Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code), and this Association shall not participate in, or intervene in (including the publishing or distribution of statements), candidate for public office.
Notwithstanding any other provisions of these Bylaws, this Organization shall not carry on any 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; or (b) by an Organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.
Section 2. PROHIBITION AGAINST PRIVATE INUREMENT: No part of the net earnings of this Organization shall inure to the benefit of, or be distributable to, its members, Directors, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Organization.
Section 3. DISTRIBUTION OF ASSETS: Upon the dissolution of this Organization, its assets remaining after payment, or provision for payment, of all debts and liabilities shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS:
In any taxable year in which this Organization is a private foundation as described in
Section 509 (a) of the Internal Revenue Code, the Organization: (1) shall not distribute its
Income for said period at such time and manner as not to subject it to tax under Section
4942 of the Internal Revenue Code; (2) shall not engage in any act of self-dealing as
Defined in Section 4941 (d) of the Internal Revenue Code; (3) shall not retain any excess
business holdings as defined in Section 4943 (c) of the Internal Revenue Code; and (4)
Shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal
Revenue Code.
ARTICLE IX
AMENDMENT OF BYLAWS
Section 1. AMENDMENT: These Bylaws, or any portion of them, may be altered, amended, or repealed and new Bylaws adopted by a majority vote of the Board of Directors.
ARTICILE X
Dissolution
Section 1. In the event of the dissolution of this Organization or other termination of its activities, all of its assets shall be paid over or transferred to:
A. Thomas Sports Group, Incorporated or,
B.
An affiliate of Thomas Sports Group, Incorporated
which shall have been recognized by the Internal Revenue Service as an exempt
Organization described in Section 501 (c) (3) of the Internal Revenue Code,
contributions to which are deductible, or
C.
To any other exempt Organization described in said
Section 501 (c) (3), contributions to which are deductible.
Annual
Audit
The accounts of the Organization shall be audited each year by an independent certified public accountant who is not an officer, Board member or employee of the Organization.
ARTICILE XII
Construction
If there is any conflict between the provisions of the Certificate of Incorporation and the Bylaws, provisions of the Certificate of Incorporation shall govern.
ARTICILE XIII
Conflict of Interest
Section 1. DEFINITON: A conflict of interest exists when a matter to be acted upon by the Board confers a direct, substantial benefit to any director, business or agency from which a Director of the Board derives an income or has authority in governance.
A. A Director shall abstain from voting on any matter before the Board which
Places him or her in a conflict of interest.
B. Prior to voting on matters in which a potential conflict of interest exists for
Any Director, the Chair shall inquire whether any Director of the Board desires to abstain from voting because of a conflict of interest and any Director of the Board shall declare that he or she abstains from voting if a conflict of interest exists. Prior to voting o any matter, a Director of the Board may be requested by any other Director of the Board to abstain from voting because of a conflict of interest. If the challenged Director refuses to abstain from voting as requested, the Chair shall immediately call for a vote of the Directors to determine whether the challenged Director is in a conflict of interest and shall be required to abstain from voting on the matter before the Board. If a two-thirds (2/3) majority of the Directors present votes to require the abstention of the challenged Director, that Director, shall not be permitted to vote.
ARTICILE XIV
Harassment
Harassment of any kind is not productive and will not be
tolerated at Thomas Sports Group, Incorporated of the City and County of
ARTICILE XV
Indemnification
Section 1. The Organization shall indemnify its directors and officers against judgments, fines, amounts paid in settlement and reasonable expenses and costs, including attorney’s fees, in connection with any claim asserted against the director, officer and employees by action in court or otherwise, by reason of the fact that such person was a director or officer of the Organization and acting in good faith for a purpose which such person reasonably believed to be in the best interest of the Organization, and not unlawful.
Section 2. Indemnification shall be provided in the manner and to the full extent afforded by Sections 722 through 726 of the Not-for-Profit Corporation Law; and as permitted by such law, the Organization may provide additional indemnification pursuant to: an agreement, action of the Board of Directors, or by provision of these Bylaws.
Section 1. And 2. of this article shall be excusive but shall include, by implication, any and all rights and remedies available to the Organization, the Directors, Officers and employees by statute or otherwise, including but not limited to the purchase and maintenance of insurance to fund the aforementioned indemnification pursuant to Section 727 of the Not-for-Profit Corporation Law.