BY-LAWS
Name
The name of this corporation shall be: Limeport Athletic Association (Association)
Seal
The seal of the corporation shall be in the form of a circle, and shall bear the name of corporation, to wit, “Limeport Athletic Association”, with the words “Incorporated March 31, 1937” inscribed in the center.
Property
The property, both real and personal, of the Association, shall be in charge of and managed by the Board of Governors and officers. All cash funds shall be deposited in such banking institutions as may be approved by appropriate resolution passed by the membership, and all checks drawn against the said funds shall be signed by the President and the Treasurer or Designated Alternate of the Association.
Elections
The elected Officers of the Association shall consist of a President, Vice President, Treasurer, Recording Secretary and Board of Governors consisting of five members.
Each Officer and Board of Governors of the association shall be a citizen of the United Sates, and of legal age. Each Officer and Board of Governors shall not be an employee of the Association.
All Officers and Board of Governors shall be elected from active members of the Association in good standing, and each Officer and Board of Governors shall serve for a period of two (2) years or until their successors are elected and qualifies. All Officers and Board of Governors shall take office. No one member shall hold more than one active office; except as a delegate or alternate delegate. No person, however, shall be elected to any office unless they shall have been a bonafide member of the Association for at least five (5) years proceeding the date of the election. Relatives, married couples or significant others can not serve as Officers or be on the Board of Governors at the same time. Elections shall be held on the second Monday of November, between 11:00A.M. and 12:00 midnight. Absentee ballots and campaigning are allowed. Votes are to be counted by the election committee and must be posted.
Officers and Board of Governors
The Officers of the Association shall be heretofore named and shall be elected every two years. Their several duties shall be such as are customarily performed by such Officers in similar Associations. Vacancies occurring in any office shall be filled by appointment of the Board quorum, with approval of the membership at the next general meeting of the Association. The membership shall have the right to declare any office vacant in the event that any elected Officer does not remain in good standing or shall neglect to perform the duties of their office, or neglects to attend three consecutive meetings without just cause as determined by the membership or as specifically described in these bylaws.
Any Officer may resign at any time by giving notarized, written notice to the Board, or to the President or the Secretary of the Association. Any such resignation shall take effect on the date of the receipt of such notice or any later time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Except as otherwise provided, a majority of the Officers in office and Board of Governors shall be present at each meeting in order to constitute a quorum for the transactions of business. A quorum shall be two-thirds of the Officers in office. Every Officer and Board of Governors shall be entitled to one vote. Except as otherwise specified in the articles or these by-laws or provided by statute, the acts of the majority of the Officers and Board of Governors present at a meeting at which a quorum is present shall be the acts of the Board. In absence of a quorum, a majority of the Officers and Board of Governors present and voting may adjourn the meeting from time to time until a quorum is present. The Officers shall act only as a Board and the individual Directors shall have no power as such, except that any action which may be taken at a meeting of the Board may be taken without a meeting, if a consent or consents in writing setting forth the action taken is signed by all of the Officers in office and be filed with the Secretary of the Association.
The Board of Governors, in addition to handling the management and control of the business and affairs of the Association, may exercise all such powers and do all such things as could or may be exercised or done by the Association, subject nevertheless to the provisions of these by-laws.
It is the responsibility of the Board of Governors, along with the Secretary and Treasurer of the Association to provide data pertinent to the annual meetings of the Association, which shall be held the second Monday in January. Full records of the Board of Governors meetings shall be kept and report made at regular meetings to the membership. It is the responsibility of the Board of Governors to adopt house rules and enforcement of same.
Duties of the Officers
The President shall preside at all meetings of the membership and of the Board of Governors. He/She shall make recommendations to the Board of Governors on any matters concerning the welfare of the Association and perform all other duties incumbent upon said office.
The Vice President shall in the absence or inability of the President, perform the duties of said office.
The Secretary shall keep the minutes of the Association General meetings, and also the Board of Governors meetings. He/She is to take care of memberships and to get newsletters out in a timely manner and the other duties incumbent to the Secretary position.
The Treasurer shall have the care and custody of all the funds and securities of the Association, shall keep full and accurate accounts of the receipts and expenditures, collect the annual dues, and shall deposit all moneys to the credit of the Association. The Treasurer shall sign checks with the President drawn against any bank accounts in banking institutions designated by the membership. The Treasurer shall also at the every annual meeting, make a complete report of the financial status of the Association and shall make such other reports as may be required by him/her by the Officers of the Association. He/She shall give bond with sufficient security for the faithful performance of his/her duties if requested to do so.
Board of Governors
The Board of Governors shall upon taking office be called in to session by the President of the Association. The Board shall there after meet at least once a month with the Board of Governors to formulate rules and regulations for the proper operation of the club. They shall have full charge so long as they do not violate these by-laws. Full record of their actions at meetings shall be kept and reports made at regular meetings to the membership.
One Board member will be responsible for general building maintenance.
The Board of Governors meeting will be closed to every one but the Officers and Board of Governors.
The Board by quorum of the Officers in office, may establish committees. The committees may consist of Officers, and/or members as seen fit for the committee’s purpose. The committees formed are directly responsible to the Board. Upon request at any time, all finances, activities and projects may be reviewed by the Board. The Board will assume responsibility for the committee controlling planned events.
All Offices and Board of Governors are to help at club functions and events.
Applications
The membership of the Association shall consist of both active and life members. Active members shall pay dues the sum of $10.00 per year and shall remain in good standing as long as they comply with the provisions of these by-laws and such other rules and regulations as may be adopted by the Association. Active members who are sixty-five years of age before their dues are renewed shall pay as dues one-half the rate assessed regular active members.
In the event of delinquency, continuing for more than one month, the penalty for renewal shall be $5.00. If after one month, dues are not paid, they shall be dropped from the roll of membership.
Life memberships shall be created from time to time for outstanding service to the Association and including those members that have twenty years of continuous membership. Meaning that you mush have paid dues for your membership for twenty years in a row with no breaks in any time. All life memberships shall be valid only as long as these members comply with the provisions of these by-laws and such other rules and regulations.
All membership complaints concerning violations of the by-laws must be submitted in writing to the Secretary who will inform the Board of Governors who will take the proper action. Complaints shall not be submitted from the floor at the general monthly meetings.
New members upon receiving their membership card shall receive a copy of these by-laws. If and when the by-laws are revised, copies will be provided upon request.
Active Members
Meetings
Regular monthly meetings shall be posted for the membership and held on the second Monday of every month, unless said time shall be changed by proper action of the membership.
Special meetings of the Association may be called by the President or Secretary, and shall be called by either of said Officers upon written request of any five members or once quorum is established as situations require. If the results of the special meeting require action, notice may be administered to appropriate parties. Special meetings of the members shall be held whenever called by the President, Secretary, or any five members in good standing or by two or more of the Directors. Special meeting of the Board shall be held when called by the President, Secretary, or two members of the Board. Notice of such meeting shall be given by posting at least seven (7) days before the time of the meeting, to each Director by telephone in at least twenty-four (24) hours, forty-eight (48) hours in the case of notice by telegram or five (5) days in the case of notice by mail, before the time at which the meeting is to be held. Every such notice shall state the time and the place of the meeting.
The action taken by the majority of the members present at any of the meetings referred to above shall control.
The order of business to be applied at any of the said general membership meetings shall be such as is customary and to be determined by the Officers in charge according to parliamentary procedure.
Liability and Indemnification
An Officer of the Association shall not be held personally liable for monetary damages for any action taken or for any failure to take any action unless the Officer has breached or failed to perform the duties of his or her office, the breach or failure to perform constitutes self dealing, willful misconduct, recklessness, or violates criminal statute. Absent a breach of duty, lack of good faith or self dealing, actions taken of the Officers or any failure to take action shall be presumed to be in the best interest of the Association.
Officers, members of the Board of Governors, and employees of the Association, their designees or representative shall stand in a relationship of trust to the corporation and shall perform their duties in good faith, in a manner believed to be in the best interest of the Association, and with such care, including reasonable inquiry, skill and diligence, such as a person of ordinary prudence would use under similar circumstances. Further, said individuals shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data prepared and presented by other Officers, employees, their designees or representatives which they reasonably believed to be within the professional or expert competence of such areas presented, or information presented by members of a committee reasonably believed to merit confidence.
The Association shall indemnity any acting on behalf of the Association who is made a party to any civil, criminal, administrative action for expenses including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with said action if he/she acted in good faith and in a manner reasonably believed to be in the best interest of the Association, and had no reasonable cause to believe his conduct was unlawful. Termination of the action by judgment, order settlement, conviction or upon a plea of nolo contender does not in itself create a presumption that person acted in bad faith.
The Association shall indemnity any person made a party to any civil, criminal, administrative or investigative action by virtue of he or she acting as a representative of the Association or serving at the request of the Association for expenses including attorney fees, judgments, fines and amounts reasonably incurred by him/her if he/she acted in good faith and in a manner he or she reasonably believed to be in the best interest of the Association unless the person shall have been adjudged to be liable for negligence or misconduct in the performance of his duties to the Association.
To the extent that a representative of the Association has been successful on the merits or otherwise in defense of any action referred to in this section, he or she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him or her in connection with said defense.
Entitlement to indemnification shall be determined in each specific case upon the determination that indemnification is proper in that he/she has met the application standards of conduct set forth in the above paragraphs by a majority vote of a quorum of the Board consisting of Officers not parties to the action, suit or proceeding; or by written legal opinion.
Indemnification may continue as to a person who has ceased to be a representative of the Association and may inure to the benefit of the heirs, executors and administrators of such person.
Each person who shall act as an authorized representative of the Association shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
Amendments
These by-laws may be amended, altered, modified or added to by being voted upon at two consecutive meetings by a majority vote of all members present, provided that any proposed amendment, however, be filed with the Secretary at least two weeks before such meeting, and that a copy of such proposed amendment is posted at the premises of the Association before voting on said amendments.
The name of this corporation shall be: Limeport Athletic Association (Association)
Seal
The seal of the corporation shall be in the form of a circle, and shall bear the name of corporation, to wit, “Limeport Athletic Association”, with the words “Incorporated March 31, 1937” inscribed in the center.
Property
The property, both real and personal, of the Association, shall be in charge of and managed by the Board of Governors and officers. All cash funds shall be deposited in such banking institutions as may be approved by appropriate resolution passed by the membership, and all checks drawn against the said funds shall be signed by the President and the Treasurer or Designated Alternate of the Association.
Elections
The elected Officers of the Association shall consist of a President, Vice President, Treasurer, Recording Secretary and Board of Governors consisting of five members.
Each Officer and Board of Governors of the association shall be a citizen of the United Sates, and of legal age. Each Officer and Board of Governors shall not be an employee of the Association.
All Officers and Board of Governors shall be elected from active members of the Association in good standing, and each Officer and Board of Governors shall serve for a period of two (2) years or until their successors are elected and qualifies. All Officers and Board of Governors shall take office. No one member shall hold more than one active office; except as a delegate or alternate delegate. No person, however, shall be elected to any office unless they shall have been a bonafide member of the Association for at least five (5) years proceeding the date of the election. Relatives, married couples or significant others can not serve as Officers or be on the Board of Governors at the same time. Elections shall be held on the second Monday of November, between 11:00A.M. and 12:00 midnight. Absentee ballots and campaigning are allowed. Votes are to be counted by the election committee and must be posted.
Officers and Board of Governors
The Officers of the Association shall be heretofore named and shall be elected every two years. Their several duties shall be such as are customarily performed by such Officers in similar Associations. Vacancies occurring in any office shall be filled by appointment of the Board quorum, with approval of the membership at the next general meeting of the Association. The membership shall have the right to declare any office vacant in the event that any elected Officer does not remain in good standing or shall neglect to perform the duties of their office, or neglects to attend three consecutive meetings without just cause as determined by the membership or as specifically described in these bylaws.
Any Officer may resign at any time by giving notarized, written notice to the Board, or to the President or the Secretary of the Association. Any such resignation shall take effect on the date of the receipt of such notice or any later time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Except as otherwise provided, a majority of the Officers in office and Board of Governors shall be present at each meeting in order to constitute a quorum for the transactions of business. A quorum shall be two-thirds of the Officers in office. Every Officer and Board of Governors shall be entitled to one vote. Except as otherwise specified in the articles or these by-laws or provided by statute, the acts of the majority of the Officers and Board of Governors present at a meeting at which a quorum is present shall be the acts of the Board. In absence of a quorum, a majority of the Officers and Board of Governors present and voting may adjourn the meeting from time to time until a quorum is present. The Officers shall act only as a Board and the individual Directors shall have no power as such, except that any action which may be taken at a meeting of the Board may be taken without a meeting, if a consent or consents in writing setting forth the action taken is signed by all of the Officers in office and be filed with the Secretary of the Association.
The Board of Governors, in addition to handling the management and control of the business and affairs of the Association, may exercise all such powers and do all such things as could or may be exercised or done by the Association, subject nevertheless to the provisions of these by-laws.
It is the responsibility of the Board of Governors, along with the Secretary and Treasurer of the Association to provide data pertinent to the annual meetings of the Association, which shall be held the second Monday in January. Full records of the Board of Governors meetings shall be kept and report made at regular meetings to the membership. It is the responsibility of the Board of Governors to adopt house rules and enforcement of same.
Duties of the Officers
The President shall preside at all meetings of the membership and of the Board of Governors. He/She shall make recommendations to the Board of Governors on any matters concerning the welfare of the Association and perform all other duties incumbent upon said office.
The Vice President shall in the absence or inability of the President, perform the duties of said office.
The Secretary shall keep the minutes of the Association General meetings, and also the Board of Governors meetings. He/She is to take care of memberships and to get newsletters out in a timely manner and the other duties incumbent to the Secretary position.
The Treasurer shall have the care and custody of all the funds and securities of the Association, shall keep full and accurate accounts of the receipts and expenditures, collect the annual dues, and shall deposit all moneys to the credit of the Association. The Treasurer shall sign checks with the President drawn against any bank accounts in banking institutions designated by the membership. The Treasurer shall also at the every annual meeting, make a complete report of the financial status of the Association and shall make such other reports as may be required by him/her by the Officers of the Association. He/She shall give bond with sufficient security for the faithful performance of his/her duties if requested to do so.
Board of Governors
The Board of Governors shall upon taking office be called in to session by the President of the Association. The Board shall there after meet at least once a month with the Board of Governors to formulate rules and regulations for the proper operation of the club. They shall have full charge so long as they do not violate these by-laws. Full record of their actions at meetings shall be kept and reports made at regular meetings to the membership.
One Board member will be responsible for general building maintenance.
The Board of Governors meeting will be closed to every one but the Officers and Board of Governors.
The Board by quorum of the Officers in office, may establish committees. The committees may consist of Officers, and/or members as seen fit for the committee’s purpose. The committees formed are directly responsible to the Board. Upon request at any time, all finances, activities and projects may be reviewed by the Board. The Board will assume responsibility for the committee controlling planned events.
All Offices and Board of Governors are to help at club functions and events.
Applications
The membership of the Association shall consist of both active and life members. Active members shall pay dues the sum of $10.00 per year and shall remain in good standing as long as they comply with the provisions of these by-laws and such other rules and regulations as may be adopted by the Association. Active members who are sixty-five years of age before their dues are renewed shall pay as dues one-half the rate assessed regular active members.
In the event of delinquency, continuing for more than one month, the penalty for renewal shall be $5.00. If after one month, dues are not paid, they shall be dropped from the roll of membership.
Life memberships shall be created from time to time for outstanding service to the Association and including those members that have twenty years of continuous membership. Meaning that you mush have paid dues for your membership for twenty years in a row with no breaks in any time. All life memberships shall be valid only as long as these members comply with the provisions of these by-laws and such other rules and regulations.
All membership complaints concerning violations of the by-laws must be submitted in writing to the Secretary who will inform the Board of Governors who will take the proper action. Complaints shall not be submitted from the floor at the general monthly meetings.
New members upon receiving their membership card shall receive a copy of these by-laws. If and when the by-laws are revised, copies will be provided upon request.
Active Members
- Any member who currently has a lifetime membership and any member 65 years of age or older with 5 consecutive years of membership would automatically be considered an active member with no work hours due. However, they must attend 3 general meetings per year to stay active. (Work hours would not be required, but would be appreciated).
- All present members with 5 consecutive years will be considered active. However, to remain active they must perform a minimum of pre-designated hours of work per year and attend 3 meetings per year.
- All members with less than 5 years, but a least 1 full year, who decide to become active would have to perform at least a minimum of pre-designated amount of work hours for the club per year and attend 3 meetings per year. The work hours for the aforementioned members could be changed from year to year at the Board’s discretion and/or active membership vote.
- To remain active, yearly work and attendance must be maintained. Any active member who does not meet the above mentioned requirements will return to social status.
- Work and meeting requirements will run from March to the following March, the same as membership renewal.
- To be considered credited “work hours” toward a member’s active membership, officers designated to delegate the assignments must approve the work or task.
- Any benefits for active members besides the ones mentioned above, must be voted on by the active members and approved by a majority of the Board of Governors.
- Only active members in good standing would be eligible to run for club offices.
- Only active members would be allowed to vote for club policy.
- One active member’s signature would be required for application of social membership.
Meetings
Regular monthly meetings shall be posted for the membership and held on the second Monday of every month, unless said time shall be changed by proper action of the membership.
Special meetings of the Association may be called by the President or Secretary, and shall be called by either of said Officers upon written request of any five members or once quorum is established as situations require. If the results of the special meeting require action, notice may be administered to appropriate parties. Special meetings of the members shall be held whenever called by the President, Secretary, or any five members in good standing or by two or more of the Directors. Special meeting of the Board shall be held when called by the President, Secretary, or two members of the Board. Notice of such meeting shall be given by posting at least seven (7) days before the time of the meeting, to each Director by telephone in at least twenty-four (24) hours, forty-eight (48) hours in the case of notice by telegram or five (5) days in the case of notice by mail, before the time at which the meeting is to be held. Every such notice shall state the time and the place of the meeting.
The action taken by the majority of the members present at any of the meetings referred to above shall control.
The order of business to be applied at any of the said general membership meetings shall be such as is customary and to be determined by the Officers in charge according to parliamentary procedure.
Liability and Indemnification
An Officer of the Association shall not be held personally liable for monetary damages for any action taken or for any failure to take any action unless the Officer has breached or failed to perform the duties of his or her office, the breach or failure to perform constitutes self dealing, willful misconduct, recklessness, or violates criminal statute. Absent a breach of duty, lack of good faith or self dealing, actions taken of the Officers or any failure to take action shall be presumed to be in the best interest of the Association.
Officers, members of the Board of Governors, and employees of the Association, their designees or representative shall stand in a relationship of trust to the corporation and shall perform their duties in good faith, in a manner believed to be in the best interest of the Association, and with such care, including reasonable inquiry, skill and diligence, such as a person of ordinary prudence would use under similar circumstances. Further, said individuals shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data prepared and presented by other Officers, employees, their designees or representatives which they reasonably believed to be within the professional or expert competence of such areas presented, or information presented by members of a committee reasonably believed to merit confidence.
The Association shall indemnity any acting on behalf of the Association who is made a party to any civil, criminal, administrative action for expenses including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with said action if he/she acted in good faith and in a manner reasonably believed to be in the best interest of the Association, and had no reasonable cause to believe his conduct was unlawful. Termination of the action by judgment, order settlement, conviction or upon a plea of nolo contender does not in itself create a presumption that person acted in bad faith.
The Association shall indemnity any person made a party to any civil, criminal, administrative or investigative action by virtue of he or she acting as a representative of the Association or serving at the request of the Association for expenses including attorney fees, judgments, fines and amounts reasonably incurred by him/her if he/she acted in good faith and in a manner he or she reasonably believed to be in the best interest of the Association unless the person shall have been adjudged to be liable for negligence or misconduct in the performance of his duties to the Association.
To the extent that a representative of the Association has been successful on the merits or otherwise in defense of any action referred to in this section, he or she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him or her in connection with said defense.
Entitlement to indemnification shall be determined in each specific case upon the determination that indemnification is proper in that he/she has met the application standards of conduct set forth in the above paragraphs by a majority vote of a quorum of the Board consisting of Officers not parties to the action, suit or proceeding; or by written legal opinion.
Indemnification may continue as to a person who has ceased to be a representative of the Association and may inure to the benefit of the heirs, executors and administrators of such person.
Each person who shall act as an authorized representative of the Association shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
Amendments
These by-laws may be amended, altered, modified or added to by being voted upon at two consecutive meetings by a majority vote of all members present, provided that any proposed amendment, however, be filed with the Secretary at least two weeks before such meeting, and that a copy of such proposed amendment is posted at the premises of the Association before voting on said amendments.