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BY-LAWS OF PEQUANNOCK FIRE HAWKS BASEBALL, INC.
Original Sanction Date: July 7, 2003
Original Sanctioning Committee:
Richard R. Maloney, President
Blynn Jennings, Vice-President
Dana Maloney, Secretary/Treasurer
Principle Office Address:
4 White Birch Avenue
Pompton Plains, NJ 07444
Amended:
July 14, 2003
July 14, 2004, Carlos Santiago replaced Blynn Jennings as Vise-President
Table of contents:
Article I - Name and Purpose
Article II - Members
Article III - Authority and Duties of the Directors
Article IV - Authority and Duties of the Officers
Article V - Indemnification
Article III - Advisory Boards or Committees
Article VII - Financial Administration
Article VIII - Books and Records
Article IX - Dissolution Provision
Article X - Inurement
Article XI - Amendments and Validity of Bylaws
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ARTICLE I
NAME AND PURPOSE
Section 1.01. Name.
The name of the organization shall be known as Pequannock Fire Hawks Baseball, Inc., and will hereinafter be referred to as the Athletic Association . The full name of the organization may be shortened to FIRE HAWKS or FIRE HAWKS BASEBALL in the Athletic Association 's publications, correspondence, and financial transactions as it may seem appropriate.
The Athletic Association may have such offices in the city and state as the Board of Directors may require. The address of the principal office of the Athletic Association shall be that of the President or at an address that the Board of Directors shall determine. Additional offices may be established if the Board of Directors deems necessary.
Section 1.02. Purpose and Objectives.
The Athletic Association is organized for the charitable and educational purposes of developing and training of amateur youth baseball players and to foster national or international amateur athletic competition within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 (as amended), including for such purposes, the making of distributions to organizations which are recognized as exempt from tax under such §501(c)(3).
The objectives of the Athletic Association shall be (a) to serve as a nonprofit amateur youth baseball organization (b) committed to the development and training of amateur youth baseball players (c) with the purpose of the Athletic Association is to collect operating fees (d) to sustain its participation in amateur Tournament and League play which may be at the local and or national level.
The Athletic Association is an all-volunteer, nonprofit organization created in July 2003 to provide safe, supervised recreational activities. The objective of the Athletic Association is to provide sports activities designed to build character, sportsmanship and good citizenship for all participating youth players.
The Athletic Association seeks to protect our nations youth by implanting in the youth of this community ideals of good sportsmanship, courage obedience, loyalty, truth and reverence so that they may be finer, stronger and happier young people and grow to be good, clean, healthy adults. This objective will be reached by providing supervised, competitive athletic games. The supervisors shall bear in mind always that the attainment of exceptional athletic skills or the winning of games is secondary. The molding of future citizens with an understanding of teamwork and sportsmanship is of prime importance.
Section 1.02. Certificate of Not For Profit Incorporation.
The Athletic Association was established by authority of a Certificate of Incorporation in the State of New Jersey on July 2, 2003, as a non-profit educational organization. The Athletic Association is hereby organized a corporation under and by virtue of the provisions of an Act of the Legislature of the State of New Jersey, Title 15A:2-8 New Jersey Domestic Nonprofit Corporation Act. The Athletic Association shall not be conducted nor operated for profit, and no part of the net earnings, nor any of the profits or assets of the corporation shall be used other than for the purposes of the Athletic Association. The Athletic Association may charge dues or fees to cover the costs of any activities it participates in or sponsors.
ARTICLE II
MEMBERS
Section 2.01. Classes.
There shall be two classes of members: Individual Player (represented by their parent or guardian)
or Non-Player, any person that supports the mission of the organization.
Section 2.02. Qualifications.
Membership may be granted to any Individual Player (represented by their parent or guardian) or Non-Player that supports the mission and purposes of the organization, and who pay the dues or fees as set by the Board of Directors. Members shall have no voting rights.
Section 2.03. Termination of Membership.
The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member, and may, by a majority vote or those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues.
Section 2.04. Resignation.
Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
Section 2.06. Membership Term.
The membership year of the Athletic Association shall begin on January 1 and end on December 31.
Individual Player and Non-Player Terms are: Seasonal (Spring, Summer, Fall, Winter), by Tournament and or by Event.
Section 2.06. Dues.
Dues or fees for members shall be established by the Board of Directors.
Section 2.07. Meetings.
The annual membership meeting shall be held in September of each year. A minimum of 10% of the members present in person or by proxy shall constitute a quorum for transaction of business at a membership meeting. Meetings may be called by the Chairperson or at the request of at least 10% of the members by notice mailed, telephone, e-mailed, or telegraphed to each member not less than thirty (30) days before such meeting.
Section 2.08. Procedure of the Meeting.
Procedure in all meetings of the Athletic Association shall follow accepted parliamentary procedure by the latest edition of Robert's Rules of Order, unless otherwise specified in these By-laws.
ARTICLE III
AUTHORITY AND DUTIES OF DIRECTORS
Section 3.01. Authority of Directors.
The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Athletic Association by law.
Section 3.02. Number.
The Board shall consist of not less than three (3) directors. 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 President shall choose the succeeding director.
Section 3.03. Resignation.
Resignations are effective upon receipt by the Secretary of the Athletic Association of written notification.
Section 3.04. Regular Meetings.
The Board of Directors shall hold at least two (2) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine.
Section 3.05. Special Meetings.
Meetings shall be at such dates, times and places as the Board shall determine.
Section 3.06. Notice.
Meetings may be called by the Chairperson or at the request of any two (2) directors by notice emailed, mailed, telephoned, e-mailed, or telegraphed to each member of the Board not less than forty-eight (48) hours before such meeting.
Section 3.07. 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 on occasion without further notice.
Section 3.08. Action Without a Meeting.
Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee 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 or of the committee as the case may be.
Section 3.09. 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 3.10. Committees.
The Board of Directors may, by resolution adopted by a majority of the Directors in office, 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 Athletic Association.
Section 3.11. Nominating Committee.
There shall be a Nominating Committee, composed of the President and at least two (2) other members of the Board of Directors. Each member of the committee shall have one (1) vote and decision shall be made by the majority.
Section 3.12. Reimbursement.
All Directors are volunteers and shall serve without compensation with the exception that expenses incurred in the furtherance of the Athletic Associations business are allowed to be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.
ARTICLE IV
AUTHORITY AND DUTIES OF OFFICERS
Section 4.01. Officers.
The officers of the Athletic Association shall be a President, a Vice-President, a Secretary/Treasurer, and such other officers as the Board of Directors may designate. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary/Treasurer.
Section 4.02. Appointment of Officers.
The officers of the Athletic Association shall be elected by the Board of Directors at regular meetings of the Board, or, in the case of vacancies, as soon thereafter as convenient. New officers may be created and filled at any meeting of the Board of Directors. Officers shall be eligible for reappointment.
Section 4.03. Resignation.
Resignations are effective upon receipt by the Secretary of the Board of a written notification.
Section 4.04. Removal.
An officer may be removed by the Board of Directors at a meeting, or by action in writing pursuant to Section 3.08, whenever in the Boards judgment the best interests of the Athletic Association will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.05. President.
The President shall be a director of the Athletic Association and will preside at all meetings of the Board of Directors. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors.
Section 4.06. Vice-President.
The Vice-President shall be a director of the Athletic Association and will preside at meetings of the Board of Directors in the absence of or request of the President. The Vice-President shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors.
Section 4.07. Secretary/Treasurer.
The Secretary/Treasurer shall be a director of the Athletic Association and shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose. The Secretary/Treasurer shall also report to the Board of Directors at each regular meeting on the status of the Councils finances. The Secretary/Treasurer shall work closely with staff of the Athletic Association to ascertain that appropriate procedures are being followed in the financial affairs of the Athletic Association, and shall perform such other duties as occasionally may be assigned by the Board of Directors.
ARTICLE V
INDEMNIFICATION
Section 5.01. Indemnified.
Every member of the Board of Directors, officers or volunteer of the Athletic Association past and present, may be indemnified by the Athletic Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or volunteer 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 volunteer of the Athletic Association, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct 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 Athletic 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 volunteer is entitled.
Section 5.02. Personal Liability.
All persons or corporations extending credit to, contracting with, or having any claim against the Athletic Association or officers, shall look only to the funds and property of the Athletic Association for payment of any such contract or claim, or payment of any debt, damage, judgment, or decree, or any other moneys that may otherwise become due or payable to them from the Athletic Association or officers so that neither the members of the Athletic Association or its officers past or present, shall be liable personally thereof.
Section 5.03 Immunity.
No volunteer director or volunteer officer (as defined in the Act) shall be personally liable to this Athletic Association or its members for monetary damages for a breach of such director's or officer's fiduciary duty; provided however, that this paragraph shall not eliminate or limit the liability of a director or officer for any of the following:
a breach of the director's or officer's duty of loyalty to the Athletic Association;
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
a transaction from which the volunteer director or volunteer officer derived an improper personal benefit;
an act or omission that is grossly negligent; or
an act or omission occurring before the filing of these Articles.
Further, so long as it is tax exempt under §501(c)(3) of the Internal Revenue Code of 1986, as amended, the Athletic Association assumes all liability to any person other than the Athletic Association or its members for all acts or omissions of a volunteer director incurred in the good faith performance of the volunteer director's duties occurring on or after the date these Articles are filed. However, the Athletic Association shall not be considered to have assumed any liability to the extent that such assumption is inconsistent with the status of the corporation as an organization described in said §501(c)(3).
In addition, the Athletic Association assumes all liability to any person, other than the Athletic Association, for all acts or omissions of a nondirector volunteer if all of the following are met:
the volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority;
the volunteer was acting in good faith;
the volunteer's conduct did not amount to gross negligence or willful and wanton misconduct;
the volunteer's conduct was not an intentional tort; and
the volunteer's conduct was not a tort arising out of the ownership, maintenance or use of a motor vehicle for which tort liability may be imposed.
If the State Act is amended after the filing of these Articles to authorize the further elimination or limitation of the liability of directors, officers or volunteers of nonprofit corporations, then the liability of directors, officers and volunteers, in addition to that described in this Article, shall be assumed by the Athletic Association or eliminated or limited to the fullest extent permitted by the State Act as so amended, except to the extent that such assumption is inconsistent with the status of the Athletic Association as an organization described in said §501(c)(3).
No amendment or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director, officer or volunteer of this Athletic Association for or with respect to any acts or omissions occurring before the effective date of any such amendment or repeal.
ARTICLE VI
ADVISORY BOARDS AND COMMITTEES
Section 6.01. Establishment.
The Board of Directors may establish one or more Advisory Boards or Committees.
Section 6.02. Size, Duration, and Responsibilities.
The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Directors.
ARTICLE VII
FINANCIAL ADMINISTRATION
Section 7.01. Fiscal Year.
The fiscal year of the Athletic Association shall be January 1 - December 31 but may be changed by resolution of the Board of Directors.
Section 7.02. Checks, Drafts, Etc.
All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Athletic Association and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Section 7.03. Deposits and Accounts.
All funds of the Athletic Association, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Athletic 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 that account of the Athletic Association, checks, drafts, and other orders of the Athletic Association may be endorsed, assigned, and delivered on behalf of the Athletic Association by any officer or agent of the Athletic Association.
Section 7.04. Investments.
The funds of the Athletic 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 of Directors 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 Section 501(c)(3) of the Internal Revenue Code.
ARTICLE VIII
BOOKS AND RECORDS
Correct books of account of the activities and transactions of the Athletic Association shall be kept at the office of the Athletic Association. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
ARTICLE IX
DISSOLUTION PROVISION
Upon the dissolution or winding up of the Athletic Association, or in the event it shall cease to engage in carrying out the purposes set forth in these Articles, all of the business, properties assets and income of the Athletic Association remaining after payment, or provision for payment, of all debts and liabilities of this Athletic Association, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for tax-exempt purposes which are reasonably related to the purposes of this corporation, as may be determined by the Board of Directors of this Athletic Association in its sole discretion, and which has established its tax-exempt status under §501(c)(3) of the Internal Revenue Code of 1986, as amended. In no event shall any of the business, properties, assets or income of this Athletic Association, in the event of dissolution thereof, be distributed to the directors, members or officers, either for the reimbursement of any sums subscribed, donated or contributed by the same, or for any other purpose.
ARTICLE X
INUREMENT
No part of the net income or net assets of the Athletic Association shall inure to the benefit of, or be distributable to, its directors, officers, members or other private persons. However, the Athletic Association is authorized to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax-exempt purposes.
ARTICLE XI
AMENDMENT AND VALIDITY OF BYLAWS
Section 10.01. Amendments
These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 3.08.
Section 10.02. Validity
If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts so far as possible and reasonable, shall be valid and operative.
America the Beautiful
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