Bylaws
Adopted: February 23rd, 2007
Revised:
ARTICLE I - NAME
The name of this Association shall be known as the BOSTON BENGALS “POP” WARNER, Inc.
ARTICLE II - STATEMENT OF AFFILIATION
BOSTON BENGALS “POP” WARNER, Inc. (hereinafter referred to as BBPW, Inc.) shall be affiliated with Pop Warner Little Scholars, Inc. (hereinafter referred to as PWLS, Inc.) and shall be governed by, and comply with the principles, rules, and regulations enunciated and decreed by PWLS, Inc. and the Highest Local Authority (hereinafter referred to as HLA) as chartered by PWLS Inc.; in which BBPW, Inc. is a member.
ARTICLE III - SITE OF PRINCIPAL OPERATION
The principal operation of BBPW, Inc. shall be in and about the sections of the Boston Region, comprised of Dorchester, Roxbury, Mattapan, County of Suffolk, State of Massachusetts, but may extend into such areas as are permitted by the rules and regulations of the PWLS, Inc. and said HLA in which BBPW, Inc. is a member.
ARTICLE IV - OBJECTIVE
Section 1
The objective of the BBPW, Inc. is to familiarize young participants with the fundamentals of football and cheer. To provide them with the opportunity to play in an organized and supervised environment and to teach them that academics and athletics should be joint, communal efforts.
Section 2
To achieve this, BBPW, Inc. will provide a supervised program under the Rules and Regulations incorporated herein and referenced in any addendum to this document. All Directors, Officers and Members shall bear in mind that the attainment of exceptional athletic skill or the winning of games/competitions is secondary, and molding of future citizens is of prime importance. In accordance with Section 501(c)(3) of the Federal Internal Revenue Code, BBPW, Inc. shall operate exclusively as a non-profit educational organization providing a supervised program of competitive athletic activities. No part of the net earnings shall inure to the benefit of any private individual: no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE V – MEMBERSHIP
Section 1 – Eligibility:
Any person sincerely interested in active participation to achieve the objective of the BBPW, Inc. may apply to become a member.
Section 2 – Classes:
There shall be the following classes of membership:
- Participant Members. Any participant candidate meeting the requirements of, and who resides within the authorized boundaries of, BBPW, Inc. shall be eligible to participate but shall have no rights, duties or obligations in the management or in the property of the BBPW, Inc.
- Regular Members. Any person actively interested in furthering the objectives of the BBPW, Inc. shall become a regular member upon election by the Board of Directors. The secretary shall maintain the roll of membership to qualify voting members. Only Regular Members in good standing are eligible to vote at the annual meeting.
All Officers, Board Members, Committee Members, Staff Members, Coaches and other elected or appointed officials must be active Regular Members in good standing.
- Honorary Members. Any person may be elected as an Honorary Member by unanimous vote of all Directors present at any duly held meeting of the Board of Directors but shall have no rights, duties, or obligations in the management or in the property of the BBPW, Inc.
- Sustaining Members. Any person not a Regular Member who makes financial or other contribution to the BBPW, Inc. may, by majority vote of the Board of Directors, become a Sustaining Member, but such person shall have no rights, duties or obligations in the management or the property of the BBPW, Inc.
a) As used hereinafter, the “Members” shall mean a Regular Member unless otherwise stated.
Section 3 – Other Affiliations
Members, whether Regular or Participants, shall not be required to be affiliated with another organization or group to qualify as a member of the BBPW, Inc.
Section 4 – Suspension or Termination
Membership may be terminated by resignation or action of the Board of Directors.
a) The Board of Directors, by a majority vote of those present at any duly constituted meeting, shall have the authority to discipline, suspend or terminate the membership of any class when the conduct of such person is considered detrimental to the best interests of the BBPW, Inc.
The Member involved shall be notified of such meeting, informed of the general nature of the charges and given an opportunity to appear at the meeting to answer such charges.
b) All coaches shall lose tenure immediately as of:
1. The end of the season, including playoffs and championships, or
2. December 31 of each year, whichever date is earlier.
c) The Board of Directors shall, in case of Participant Member, give notice to the head coach of the team of which the participant is a member. Said head coach shall appear, in the capacity of an adviser, with the participant before a duly appointed committee of the Board of Directors, which shall have the full power to suspend or revoke such participant’s right to future participation.
ARTICLE VI – DUES
Section 1
Dues for Participant Members may be fixed at such amounts as the Board of Directors shall determine prior to the beginning of any membership period.
Section 2
Members who fail to pay their fixed dues within thirty (30) days from the time the said dues become due may, by vote of the Board, be dropped from the rolls and shall forfeit all rights and privileges of membership.
Section 3
Registration fees shall be set annually by the Board of Directors. No one shall participate in the program of the BBPW, Inc. without payment of such fees, unless such fees are waived by direction of the Board of Directors.
ARTICLE VII – MEETINGS
Section 1 – Annual Meetings
The Annual meeting of the Members of the BBPW, Inc. shall be held the second Wednesday of January each year for the purpose of electing a Board of Directors, Members and receiving reports for the transaction of such business as may properly come before the meeting. After the Board of Directors is elected, the Board shall meet to elect Officers.
Section 2 – Notice of Special Meeting
Notice of each special meeting of the Members shall be mailed or otherwise delivered to each member at the last recorded address at least ten (10) days in advance thereof setting forth the place, time and purpose of the meeting; or, in lieu thereof, notice may be given in such form as may be authorized by the members, from time to time, at a regularly convened meeting.
Section 3 – Special Meetings
Special Meetings of the Members may be called by the Board of Directors or by the Secretary or President at their discretion. Upon the written request of Members, the President shall call a Special Meeting to consider a specific subject. No business other than that specific in the notice of the Special Meeting shall be transacted at any Special Meeting of the Members.
Section 4 – Quorum
The presence in person, or representation by absentee ballot, of one-half (1/2) of the members, or a number percentage acceptable to the BBPW, Inc. regular membership in advance of their annual meeting, shall be necessary to constitute a quorum.
Section 5 – Voting
Only Regular Members shall be entitled to vote at any meeting of BBPW, Inc.
Section 6 – Absentee Ballot
For the express purpose of accommodating a Regular Member in good standing who cannot be in attendance at the annual meeting, an absentee ballot may be requested and obtained from the Secretary of the Association. The absentee ballot shall be properly completed, signed and returned in a sealed envelope to the Secretary at least three (3) Days prior to the date of the Annual Meeting and the election of Members to the Board of Directors. The Secretary shall present all absentee ballots to the Election Chairman on the date of the Annual Meeting prior to the conduct of the election process.
Section 7 – Rules of Order
Roberts Rules of Order shall govern the proceedings of all meetings, except where same conflict with the Constitution or By-Laws of the BBPW, Inc.
ARTICLE VIII – BOARD OF DIRECTORS
Section 1 – Board and Number
The management of the property and the affairs of BBPW, Inc. shall be vested in the Board of Directors. The number of Directors shall not be less than five (5) nor more than fifteen (15). The Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall have been duly elected and qualified.
Section 2 – Required Numbers
The Board membership shall include the Officers and a non voting Executive Director.
Section 3 – Annual Election and Term of Office
At each annual meeting, the Members shall determine the number of Directors to be elected for the ensuing year and shall elect such number of Directors. The number so fixed, may within the limits prescribed by the foregoing Section 1, be increased at any Regular or Special Meeting of the Members, and if the number is increased, the additional Directors may be elected at the meeting at which the increase is voted, or at any subsequent meting. All elections of Directors shall be majority vote of all members present or represented by a properly executed and signed absentee ballot filed with the Secretary prior to the election meeting.
Section 4 – Vacancies
If any vacancies occur in the Board of Directors shall be held immediately following the annual election and on such days thereafter as shall be determined by the Board. The President or the Secretary may, whenever they deem it advisable, or at the request of five (5) Directors, issue a call for a Special Meeting of the Board. Notice of each Meeting shall be given by the Secretary to each Director either by mail at least three (3) days before the time appointed for the meeting to the last-recorded address of each Director, or by telephonic, fax or telegraphic, or personal notice twenty-four hours preceding the Meeting.
In case of Special Meetings, such notice shall include the purpose of the meeting and no matters not stated may be acted upon at the meeting.
Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business.
Section 5 – Duties and Powers
The Board of Directors shall have the power to appoint such Standing Committees as it shall determine appropriate and to delegate such powers to them as the Board shall deem advisable and which may properly delegate.
The Board may adopt such rules and regulations for the conduct of its meetings and the management of BBPW, Inc. as it may deem proper.
The Board shall have the power, by a majority vote of those present at any regular or Special Meeting, to discipline, suspend or remove any Director, Officer or Committee Member of BBPW, Inc. in accordance with the procedure set forth in Article V, Section 4 (a).
ARTICLE IX – EXECUTIVE COMMITTEE
Section 1
The Board of Directors may appoint an Executive Committee which shall consist of not less than three (3) or more than five (5) Directors, one of whom shall be the President of BBPW, Inc.
Section 2
The Executive Committee shall advise and assist the Officers of BBPW, Inc. in all matters concerning its interests and the management of its affairs, and shall have such other powers as may be delegated to it by the Board.
Section 3
At all meetings of the Executive Committee, a majority of the total number of members then in office shall constitute a quorum for the transaction of business, and the act of a majority present at any meeting at which there is a quorum shall be the act of the Committee.
ARTICLE X – OTHER COMMITTEES
Section 1 – Nominating Committee
The Board of Directors may appoint a Nominating Committee consisting of not less than one (1) Director and other appointed Regular Members.
The Committee shall investigate and consider eligible candidates and submit at the Annual Meeting a slate of candidates for the Board of Directors.
The Committee shall also submit for consideration by the Board of Directors a slate of Officers and Committee Members.
Section 2 – Membership Committee
The Board of Directors may appoint a Membership Committee consisting of not less than one (1) Director and other appointed Regular Members.
Section 3 – Finance Committee
The Board of Directors may appoint a Finance Committee consisting of not less than two (2) and not more than five (5) Directors and other appointed Regular Members.
The Treasurer shall be an ex-officio member of the Committee.
The Committee shall investigate ways and means of financing various projects including but not limited to team sponsorships, equipment and facilities purchases and long and short term investments, in accordance with Regional and National policies.
It shall be responsible for taking up collections at games, if such collections are authorized by BBPW, Inc. and shall turn over said collections to the Treasurer immediately after each game.
The Committee may also be responsible for reviewing operating budgets at the request of the Board and making recommendations on those budgets to the Board.
Section 4 – Auditing Committees
The Board of Directors may appoint an Auditing Committee, consisting of three (3) Directors. The President, Treasurer or signatory of checks is not eligible.
The Committee will review the books and records of BBPW, Inc. annually, prior to the Annual Meeting, and attach a statement of their findings to the annual financial statement of the President and Treasurer; or may, if directed by the Board of Directors or Membership, secure the services of a Certified Public Accountant to accomplish such review.
Section 5 – Hearings Committee
The Hearing Committee shall consist of an odd number, not less than three (3), to ensure due process in any rules or policies violations.
Section 6 – Scholastic Committee
The Board shall appoint a Scholastics Committee consisting of three (3) members, one of which is from the Board and two (2) additional members. The purpose of this committee will be to enforce National Scholastics requirements and set up local academic programs for local recognition in addition to National program.
Section 7
All Committees listed shall research and review, ways and means, to improve BBPW, Inc. The Chairpersons of said committees should report findings and recommendations back to the Board of Directors for its consideration. The Board of Directors then may have thirty (30) days to act on the recommendations.
ARTICLE XI – OFFICERS, DUTIES AND POWERS
Section 1 – Election
Immediately following the annual meeting, the Directors present, provided there is a quorum, shall meet for the purpose of electing officers and appointing committees for the ensuing year.
Section 2 – Officers
The Officers of BBPW, Inc. shall consist of a President, Vice President, Secretary, Treasurer, and a Scholastics Coordinator, all who shall hold office for the ensuing year until their successors are duly elected.
The Board of Directors may appoint such other Officers as it may deem necessary or desirable, and may prescribe the powers and duties of each and may fill any vacancy which may occur in any office. Appointed Officers shall have no vote on actions taken by the Board of Directors unless such individuals have been elected to the Board by the Membership or have been elected to fill a vacancy on the Board.
Section 3 – President
The President shall
a) Conduct the affairs of BBPW, Inc. and execute the policies established by the Board of Directors.
b) Present a report of the condition of BBPW, Inc. at the annual meeting.
c) Communicate to the Board of Directors, such matters as deemed appropriate, and make suggestions as may tend to promote the welfare of BBPW, Inc.
d) Designate in writing other officers who have power to make and execute for/and in the name of BBPW, Inc. such contracts and leases they may receive and which have had prior approval of the Board, if necessary.
e) Investigate complaints, irregularities and conditions detrimental to BBPW, Inc. and report thereon to the Board or Executive Committee, as circumstances warrant.
f) Prepare and submit an annual budget to the Board of Directors and be responsible for the proper execution thereof.
g) With the assistance of the Board, Executive Director and Staff examine the application and support of proof-of-age and any other required documents of every participant candidate and certify residence and age eligibility before the participant may be accepted.
Section 4 – Vice-President
In the case of absence or disability of the President, and provided he/she is authorized by the President of the Board so to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of that Office, and shall have such other duties as from time to time may be assigned by the Board of Directors or by the President.
Section 5 – Secretary
The Secretary shall:
a) Be responsible for recording the activities of BBPW, Inc. and maintaining appropriate files, mailing lists and necessary records.
b) Perform such duties as are herein specifically set forth, in addition to such other duties as are customarily incident to the office of the Secretary or as may be assigned by the Board of Directors.
c) Maintain a list of all Regular, Sustaining and Honorary Members, Directors and Committee members and give notice of all meetings of the BBPW, Inc. Board of Directors and Committees.
d) Keep the minutes of the meetings of the Members, the Board of Directors and Executive Committee, and cause them to be recorded in a book kept for that purpose.
e) Shall conduct all correspondence not otherwise specifically delegated in connection with said meeting and shall be responsible for carrying out all orders, votes and resolutions not otherwise committed.
f) Notify Members, Directors, Officers and committee members of their election or appointment.
Section 6 – Treasurer
The Treasurer shall:
a) Perform such duties as are herein specifically set forth and such duties as are customarily incident to the Office of the Treasurer or may be assigned by the Board of Directors.
b) Receive monies and/or deposit documentation approved by the Board of Directors and/or conducted by the Executive Director.
c) Keep records for the receipt and disbursement of all monies and securities. Approve all payments from allotted funds therefore in agreement with policies established in advance of such actions by the Board of Directors. All disbursements by checks must have dual signatures.
d) Prepare an annual budget, under the direction of the President, for submission to the membership and the Board of Directors at the Annual Meeting.
e) Prepare an annual financial report, under the direction of the President, for submission to the Membership and Board of Directors at the Annual Meeting.
Section 7 – Fundraising Chairperson
The Fundraising Chair shall:
a) Evaluate and administer fundraising activities for the organization.
b) Promote the necessity of fundraising and assist with the implementation of national fundraisers as necessary.
Section 8 – Scholastics Director
The Scholastics Director shall:
a) Report to the League Scholastics Director.
b) Be responsible for (along with the Staff Scholastics Coordinator): verifying scholastic fitness of each boy/girl in the association (report cards from the school year ending May or June) and making sure that any child with a 96% grade point average or above receives an All-American Application, following up with those parents whose child(ren) received the application and making certain that all applications are completed in full, as well as the addendum, and signed by the child and his/her parents.
c) Also send the applications to the League Scholastic Director, once the local coordinator has identified the All-American candidates from their associations.
REPORTING RELATIONSHIPS:
· It will be the responsibility of the local coordinator to follow up with those parents whose child received the application. The application must be completed in full, as well as the addendum, and signed by the child and his/her parents.
· Once the Association Scholastics Director has identified the All-American candidates from their associations, they will send them to the Conference Scholastic Coordinator.
Section 9 - Executive Director
The Executive Director shall:
a) Be the principal executive officer of the organization and shall in general supervise and control all of the business and affairs of the organization.
b) Preside at all meetings of the staff members and be present at the meetings of the Board of Directors as a non-voting member.
c) Sign, with the Staff Scribe or any other proper officer of the organization authorized by the Board of Directors, any deeds, mortgage, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statue to some other officer or agent of the organization; and in general he/she shall perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Board of Directors from time to time.
ARTICLE XII – FINANCIAL AND ACCOUNTING
Section 1
The Board of Directors shall decide on all matters pertaining to the finances of BBPW, Inc. and it shall place all income in a common treasury, directing the expenditure of same in such manner as will give no individual or team an advantage over those in competition with such individual or team.
Section 2
The Board shall not permit the contribution of funds or property to individual teams but shall solicit some for the common treasury of BBPW, Inc. thereby to discourage favoritism among teams and to endeavor to equalize the benefits of BBPW, Inc.
Section 3
No Director, Officer, or Member of BBPW, Inc. shall receive, directly or indirectly, any salary, compensation or emolument from BBPW, Inc. for services rendered as Director, Officer, Member or coach.
Section 4
All monies received shall be deposited to the credit of BBPW, Inc. in the local financial institution selected by the Board of Directors and all disbursement shall be made by check.
Section 5
The fiscal year of BBPW, Inc. shall begin the first day of July and shall end on the last day of June.
Section 6 - Distribution of Property upon Dissolution
Upon dissolution of BBPW, Inc. and after all outstanding debts and claims have been satisfied, the Members shall direct the remaining property of BBPW, Inc. to another Federally Incorporated entity which maintains the same objectives as set forth herein, which are or may be entitled to exemption under Section 501(c)(3) of the Internal Revenue Code or any future corresponding provision.
ARTICLE XIII – AMENDMENTS
This Constitution and By-Laws may be amended, repealed, or altered in whole or in part by a majority vote at any duly organized meeting of the Members, provided notice of the proposed changes is included in the notice of such meeting.
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