By-Laws

Table of Contents

  1. Name
  2. Office
  3. General
  4. Purpose
  5. Membership
  6. Officers
  7. Board of Directors
  8. Executive Board
  9. Meetings
  10. Commitees
  11. Finances
  12. Advisory Bodies
  13. Liability, Indemnification, Insurance
  14. Regulation
  15. Amendments and Conflict
  16. Dissolution

Article I – Name

The name of this organization is Amherst Patriots Organization, Inc. (the “Corporation”).  It shall have a corporate seal bearing the name of the Corporation and the year of its incorporation, which may be altered or changed at the pleasure of the Board of Directors (the “Board”)

Article II – Office

The principal office of the Corporation will be in the town of Amherst, in the County of Hillsborough, State of New Hampshire.  The Corporation may have such other offices within or without the State of New Hampshire, as the Board of Directors may designate and as the activities of the Corporation may require from time to time.

Article III – General

Section 1. – Organization. The organization is a voluntary Corporation established and operating in accordance with the provisions of 26 U.S.C. (“Internal Revenue Code”) Sections 501(c)(3) and the regulations there under, and Chapter 292 of the New Hampshire Revised Statutes Annotated, as amended (“NHRSA”).  The Corporation is an independent and autonomous organization.

Section 2. – Fiscal Year. The Corporation will operate on a fiscal year that begins on April 1st and ends on March 31st.  Its period of duration will be perpetual unless terminated in accordance of Article XIII, below.

Section 3. – Terminology. When used in these By-Laws, any male noun or pronoun refers to persons of either sex, and the term “person” means an individual, trust, estate, partnership, association, company or corporation.

 

Article IV – Purpose

Section 1. – General Purpose. The Corporation is organized and will be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.  No part of the net earnings of the Corporation will inure to the benefit of, or be distributable to its members, trustees, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article IV, Section 2, below.  No substantial part of the activities of the Corporation will consist of the carrying on of propaganda, or otherwise attempting to influence legislation; and the Corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provisions of these By-Laws, the Corporation will not carry on any other activities not permitted to be carried on (i) by an organization described in 26 U.S.C. Section 501(c)(3) or (ii) by an organization contributions to which are deductible under the provisions of 26 U.S.C. Section 170(c)(2) or (iii) any other corresponding provision of any future United States Internal Revenue Law.

Section 2. – Specific Purposes and Objectives The Corporation is organized and will operate as follows:  (i) in accordance with pertinent law enacted by the United States[1] and the State of New Hampshire, as long as such law is in effect; and (ii) as a supporting organization from the designated draw area currently including youth football and cheerleading for the youth of Amherst, Mont Vernon, Hollis, and Brookline or as otherwise designated by Pop Warner and Northeast Jr. High League.

In connection with the above purposes, the Corporation’s activities will include the following:  obtaining, acquiring, receiving, constructing, erecting, or otherwise providing real and personal property and holding, retaining, leasing, licensing, renting, managing, investing, reinvesting, selling, or otherwise disposing of or assigning the income from and/or rights in or to real and personal property, and engaging in any and all lawful activities necessary or incident to the foregoing purposes, except as may be limited herein.

Section 3. – Powers. The Corporation will have such powers as are now or may hereafter be granted under Chapter 292 of the NHRSA, except as limited by the provisions of these By-Laws.

Section 4. – Operating Policies, Procedures and Guidelines. The Board may adopt, amend, or restate Operating Policies, Procedures and Guidelines from time to time in order to implement the purposes of the Corporation.  Included therein will be such provisions as:  authority of specific Officers, directors and others to sign checks, contracts, and other Corporation documents; inspection of books and records; and preparation of annual budgets, operational plans, financial statements and annual reports.

 

Article V – Membership

Any person residing in the towns listed in Article IV, Section 2 or being the guardian of a child who resides in those towns or is otherwise elected by the members of the corporation and is interested in active participation to affect the objectives of the Corporation may become a member.

The membership of the organization shall consist of all registered children athletes and their parents or guardians, Coaches and Board Members.  However, only parents, guardians, Coaches and Board Members in good standing shall be considered Regular Members for voting purposes.     All other members shall be considered Associate members.  Any Regular member who is in debt to the Organization shall be considered an Associate member until the debt is satisfied.

Regular members shall have the following rights in the organization:

    • To be sent notices
    • To attend meetings
    • To speak on debatable questions
    • To vote for Officers and Board Members, provided eligibility requirements have been met, as outlined below.
    • To be a candidate for office
    • To inspect the official records of the organization, upon written request.
    • To insist on the enforcement of the rules of the organization and of parliamentary law
    • To resign from an office or from the organization itself
    • To have a fair hearing before expulsion or other penalties are applied
    • To receive or have the right to inspect an up-to-date copy of the by-laws and minutes of the organization, upon written request.
    • To exercise any other rights or privileges given to members by the law, the by-laws or rules of the organization

All Regular and Associate members are bound by the Code of Ethics Statement signed upon becoming a member.  This statement must be signed each year.  Violation of this Statement will be ipso facto grounds for disciplinary action, up to and including expulsion from the organization.  Any disciplinary action will be at the sole digression of the Board.

In order to be eligible to vote for Officers and Board Members at the Annual Meeting, a Regular Member must have attended a minimum of four (4) of the monthly Board Meeting during the previous calendar year.  These meetings need not be consecutive.  Attendance at any Special meeting shall be considered acceptable.

Any Regular Member who is in debt to the organization or who has not fulfilled their volunteer requirements shall be ineligible to vote regardless of the number of meetings attended.  This shall not preclude the Board from taking other actions against any delinquent Regular Member.

 

ARTICLE VI – Officers

Section 1        Officers

The Officers of the Corporation shall be President, Vice President, Treasurer and Secretary elected at the Annual Meeting by a majority vote of the adult Regular Members present.  These Officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Organization.

Section 2 Election

The Officers shall be elected by ballot at the Annual Meeting to serve for one year or until their successors are elected, and their term of office of one year unless otherwise noted, shall begin at the close of the meeting at which they are elected.

Section 3        Duties and Responsibilities.

The duties of the President, Vice President, Secretary, and Treasurer will be as follows:

(a)       The President. The President shall oversee and direct the day-to-day operations of the Corporation.

(b)       The Vice President. The Vice President shall: (i) work with President to provide updates to all Board Members; (ii) prepare flyers and advertisements announcing registration;  (iii) distribute flyers to the schools; (iv) coordinate the efforts of the registrants with the cheerleading and football directors throughout the season and post season; (v) oversee the registration day with the President; (vi) submit all background checks to the State and (vii) verify all volunteer applications; (viii) oversee publication of the website; (ix) coordinate corporate sponsorships for the season.

(c)        Secretary. The Secretary will:  (i) record and keep the minutes of the proceedings of the Board, and the Executive Committee of the Board, in one or more books provided for that purpose; (ii) coordinate and assume primary responsibility for the proper procedure in connection with the nomination and election of members of the Board and Officers of the Corporation; (iii) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; (iv)  keep an accurate list of the members and Officers of the Board and the dates of their respective terms and the expiration thereof; (v) keep the seal of the Corporation; (vi) trains registrants on policies and procedures related to book certification; (vii) work with Football and Cheerleading registrant to prepare books for certification; (viii) attend book certifications with President; (ix) perform such other duties as may be assigned from time to time by the Board.

(d)       Treasurer. The Treasurer will be the custodian of the funds of the Corporation and will cause such records and returns to be kept and filed as will be required in conformity with applicable Federal and State laws.  The Treasurer will keep full and accurate accounts of the transactions of his office in books belonging to the Corporation and render to the Board whenever they may require an account of transactions as Treasurer.  The Treasurer will present a financial report at every meeting of the Board and will see that the Corporation’s books of account are reviewed at least once a year by a certified public accountant selected by the Board.  The Treasurer will have authority to deposit and disburse funds of the Corporation in accordance with Article IV, Section 4.  The Treasurer may from time to time, upon approval by a majority of the members of the Board of the Corporation, invest portions of the Corporation’s funds in accordance with the investment policy of the Corporation.  The Treasurer will perform such other duties as may be assigned from time to time by the Board.

 

ARTICLE VII – Board of Directors

Section 1 Membership

The Board shall consist of the Officers of the Corporation plus ten (10) Board members (“Directors”) elected at the Annual Meeting by a majority vote of the adult Regular Members present that are in good standing.  Board members to consist of: Football Coordinator, Cheer Coordinator, Jr. High Coordinator, Volunteer Coordinator, Concession Coordinator, Cheer Equipment Coordinator, Fundraising Coordinator, Apparel Coordinator, Fields Coordinator, and Scholastics Coordinator.  The Board shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Organization.

Any adult Regular Member of the Corporation may apply to become a Member of the Board if they are in good standing and have met all requirements set forth or referenced herein.

Anyone wishing to stand for a position on the Board should state their intention in writing to the Secretary or the President at least one (1) month prior to the meeting for the position that is up for re-election.  Any position that is not filled at the Annual Meeting may be filled by a majority vote of the Board at their convenience.

Section 2 Election and Succession

The Board shall be elected by ballot to serve for one year or until their successors are elected, new Executive Board members shall serve a period of two years, and their term of office shall begin at the close of the meeting at which they are elected.  A majority vote shall be required for election.

In the event of a vacancy on the Board, and prior to the expiration of the term of a Director, the successor Director will be elected or appointed by the Board and after a review of each by the Executive Committee to serve the remainder of the unexpired term.  The Board will make reasonable efforts to publicize vacancy of any Board position(s) to adult Regular Members.  A successor Director will serve a one (1) year term, effective upon the expiration date of the previous term.  The individual elected or appointed will serve until the expiration of his term of office; provided, however, despite the expiration of his term, a Director will continue to serve until his successor is elected or appointed.

Section 3        Resignation and Removal

Director may resign from the Board at any time by giving written notice to the President of the Board and, unless otherwise specified herein, the acceptance of such resignation will not be necessary to make it effective.  A Director may be removed with or without cause by action of the Board for failure to attend three (3) consecutive meetings of the Board without being excused.

Valid causes for removal from office are, but not limited to:

  • Continued, gross, or willful neglect of the duties of the office as determined by the Executive Board
  • Failure or refusal to disclose necessary information on matters of Corporation   business
  • Unauthorized expenditures, signing of checks, or misuse of organization funds
  • Misrepresentation of the organization and its Officers to outside persons
  • Conviction for a felony

Section 4 Governing Authority, Ethics Statement

The Board of the Corporation will be the governing body of the Corporation and will be vested with the entire management of the business and affairs of the Corporation.  All Directors will avoid the appearance of a conflict of interest, and a Director will recuse himself and abstain from voting on any matter, which could reasonably be construed as a conflict of interest.  This statement does not preclude a Board member contracting on an arm’s-length basis with the Corporation.

Section 5        Powers

All the power of the Corporation shall be vested in the Board, who shall manage and control the business, property, and affairs of the Corporation, with all the powers which the Corporation itself possesses not incompatible with the provisions of these bylaws and laws of the State.  They may formulate and enforce rules and regulations regarding membership in any youth football and cheerleading organization operating under the Corporation and the conduct of such members and the terms and conditions of their membership.  They may employ and discharge servants, agents and employees as the business or activities of the Corporation may require, including but not limited to, coaches and coaching staff, physicians and medical staff, legal or financial counsel, and shall fix all compensation for employment and salaries, if necessary.  They shall serve without compensation themselves except for reimbursement for their expenses.

ARTICLE VIII – EXECUTIVE BOARD

Section 1  Membership

The President, Vice-President, Football Coordinator and Cheerleading Coordinator, Jr. High Coordinator, and Treasurer, Board positions shall constitute the Executive Board.  The Secretary shall attend any Executive Board Meetings to record minutes but shall not have a vote.

Section 2  Function

The Executive Board shall have general supervision of the affairs of the Corporation between its business meetings, fix the hour and place of meetings, make recommendations to the Corporation, and shall perform such other duties as are specified in these bylaws.  The Executive Board shall be subject to the orders of the Corporation, and none of its acts shall conflict with action taken by the Corporation.

The Executive Board shall (i) formulate actions and recommendations of policies relating to the administration of the Corporation for presentation to the full Board for final vote; (ii) develop and monitor implementation of the Corporation’s strategic plan; (iii) review all legal matters affecting the operation of the Corporation; (iv) monitor the execution of the Corporation policies and to oversee the administration of the organization and (v) ratify the selection of all head coaches,  and reserve the right to select assistant coaches and other personnel.

The Executive Board will exercise supervision over the affairs of the Corporation and will deal with any problem or question that may arise between meeting dates of the Board, unless a special Board Meeting is called to address such problem or question.  For this purpose, the Executive Board will exercise full administrative authority and will possess all the powers and duties of the Board in the interim between meetings, except as limited by the specific instructions of the Board or by these By-Laws.  The Executive Board will not have power to designate, appoint or remove Directors or to fill vacancies on the Board or on any of its committees or to do anything prohibited by Chapter 292 of the NHRSA.  The Executive Board will report at the next Board Meeting any actions taken by it between meetings of the Board.

 

ARTICLE VIII – MEETINGS

Section 1        Annual Meeting

The Annual Meeting of the Members of the Corporation shall be held in January of each year, at such time and place in Hillsborough County as the President may designate, for the purpose of electing Directors, receiving reports of funds and progress and for the transaction of such other business as may come before the meeting.

Written notice of the Annual Meeting shall be sent to all Regular members of the Corporation at least fourteen (14) days prior to the date of said meeting.  Electronic communication is acceptable for this purpose.

Section 2        Board Meetings

The members of the Board will have a meeting each month, at such time and place as will be determined by the President, or on such days, at such time, date and place as the members of the Board will determine.  All monthly Board Meetings are open to all Regular members of the Corporation.

Announcement of the time and place of the monthly Board Meeting shall be published on the Organization’s website at least one (1) week prior to the meeting date.  The business to be transacted at the meeting need not be announced.

Section 3        Special Meetings

Special meetings may be called by the President or the Executive Board and shall also be called upon written request by two (2) members of the Board to the President.  The purpose of the meeting must be stated in the call and can be the only business conducted at the meeting.  Except in cases of emergency, at least three (3) days notice must be given.

Section 4        Quorums, Manner of Acting.

At any meeting of the Board, the presence of eight (8) members of the Board excluding the President in office immediately before a meeting begins will constitute a quorum for the transaction of the business of the Corporation.  The act of a majority of voting Directors present, at any meeting at which there is a quorum, will be the act of the Board.  The Directors present at a meeting may not continue to do business in the event of the withdrawal of enough Directors to leave less than a quorum, but the Directors present may adjourn the meeting from time to time until a quorum will be present.  Notice of such adjournment will be given to any Director who is not present.

At any meeting of the Board, a Director will be entitled to vote on any issue.  Each member of the Board will have one (1) vote.  From time to time the Board may authorize a specific Board Member to designate another individual to represent him on the Corporation Board and to vote in such representative capacity with respect to management of the business and affairs of the Corporation.  However, the designated representative will serve at the pleasure of the Board.

Section 5.  Informal Action by Director.

Action taken by a Board Member within their normal duties without a meeting will be deemed action of the Board if a majority of members of the Board execute a written consent thereto, and the consent is filed with the Secretary of the Corporation.  Electronic communication methods are considered sufficient for this purpose.

Section 6.  Presence at/Participation in Meetings

Any or all Directors may participate in a meeting of the Board or meeting of any committee through the use of conference telephone or any means of communication by which all Directors participating in the meeting may hear each other simultaneously during the meeting, and participation by such means will constitute presence in person at such meeting.  All Board Meetings must be attended by the President or his designated representative.

Section 7.       Parliamentary Procedure.

The provisions of the current edition of Roberts Rules of Order, Newly Revised, will serve as the basic guide to fair and orderly procedure in meetings of the Corporation. In the event that any of the provisions of Roberts Rules of Order, Newly Revised conflict with the By-Laws, the provisions of the By-Laws will prevail.

 

ARTICLE IX – COMMITTEES

The Board may create one or more committees of the Board and appoint members of the Board to serve on them, in accordance with the provisions of Chapter 292 of the NHRSA.  Committee members may be selected from outside the Board membership, but the chairman of any committee must be a voting member of the Board.  If given prior approval and authority by the Board, a Committee may seek such advice (e.g., from investment counsel, legal counsel, and certified public accountant).

Committees

In accordance with the provisions of Chapter 292 of the NHRSA, the members of the Board may establish such other committees of the Board as they may determine, and which will have such powers and duties as will be prescribed by the Board, subject to the provisions of Chapter 292 of the NHRSA.  The President will appoint the chairman of each committee from the voting membership of the Board; and committee chairmen will serve at the pleasure of the President.

 

ARTICLE X – FINANCES

Section 1.       Books and Records, Accounting.

The Board will maintain (i) accurate and complete books and records of account; (ii) custody and responsibility for the property and funds of the Corporation; and (iii) control over the Corporation’s bank account(s).  The Board will select a reputable certified public accountant to review the Corporation’s books of account at least once a year and prepare a Report for the Corporation.

Section 2.       Depositories.

The Board will select such bank(s) or other depository(ies) wherein will be deposited and maintained all revenues, contributions, payments and donations accepted by the Corporation.

Section 3        Registration Fees

The Board shall set the yearly registration fee.  It is expected the collected fees will cover the operating expenses for the Corporation.

Section 4.       Service Without Compensation.

Directors will not receive any stated salary for their services as such.  The Board will have power in its discretion to contract for and to pay to Directors rendering unusual or exceptional services to the Corporation, special compensation appropriate to the value of such services.  Each Director may be reimbursed with a reasonable per diem for expenses (e.g., transportation, meals, accommodations) incidental to meetings of the Corporation, and reimbursement for such expenses will be in accordance with rates established under federal travel regulations or those promulgated by the State of New Hampshire.  Nothing in this Section will prohibit the payment of reasonable compensation to an Officer or other employee of the Corporation, in his capacity as Officer or employee, even though such individual may also be serving as a member of the Board.

 

ARTICLE VIII – ADVISORY BODIES

Section 1.  General.

The Board of the Corporation may establish such advisory bodies as the Board, in its sole discretion, will deem necessary from time to time.  Advisory bodies will provide such assistance to the Corporation as may be requested by the Board.  Members of advisory bodies will not possess or be vested with any authority or power to vote or manage the business or affairs of the Corporation.  The Board will take such action with respect to recommendations and other action of an advisory body as the Board in its sole discretion may deem appropriate.

Section 2.  Election and Term of Service.

Individuals will, upon nomination and election by the Board of the Corporation, become members of an advisory body.  Members of advisory bodies will serve for an indefinite term at the pleasure of the Board, and the Board may nominate and elect a successor for any member of an advisory body who dies, resigns, has been removed or is otherwise unable to serve.

Section 3.  Procedure.

Advisory bodies will conduct their meetings and business in accordance with such procedure as may be prescribed by the Board which include taking minutes for presentation to the Board at a later date.

ARTICLE X – LIABILITY, INDEMNIFICATION, INSURANCE

Section 1.       Liability.

To the extent not inconsistent with state law, including Chapter 292 of the NHRSA, no director or Officer of the Corporation will be liable to the Corporation or to any other person for loss or damage suffered by the Corporation on account of any action taken or omitted to be taken as a Director or an Officer in good faith and in a manner he reasonably believed to be in the best interests of the Corporation if the Director of Officer exercised the same degree of care and skill as an ordinarily prudent person in a like position would have exercised under similar circumstances.

No Director of the Corporation will be personally liable for monetary damages for breach of any duty to the Corporation.  This provision will not eliminate or limit the liability of a Director: (1) for any breach of the Director’s duty of loyalty to the Corporation; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (3) for any transaction from which a Director derived an improper personal benefit.

All Directors and Officers of the Corporation will be immune from suit arising from the conduct of the affairs of the Corporation; provided, however, such immunity will be removed when the conduct amounts to willful, wanton, or gross negligence.

Section 2.  Indemnification.

To the extent not inconsistent with state law, including Chapter 292 of the NHRSA, every person (and the heirs and personal representatives of such person) who is or was a Director or an Officer of the Corporation will be indemnified by the Corporation, to the maximum extent permitted by law, against all liability and reasonable expenses that may be incurred by him in connection with any claim, action, suit, or proceeding (other than a proceeding in which such person will have been adjudged to be liable to the Corporation due to negligence, misconduct, or nonfeasance in performance of his duties as a Director or Officer) by reason of the fact that he is or was a Director or an Officer of the Corporation provided the Director or Officer gave the Corporation prompt written notice of such claim, action, suit or proceeding.

The Corporation will also reimburse any such Director or Officer for the reasonable cost of the settlement of any action, suit, or proceeding if such will be found, by a majority of the disinterested members of the Board, to be in the best interest of the Corporation that such settlement be made and that such Director or Officer was not guilty of negligence, misconduct, or malfeasance in the performance of his duties as a Director or Officer.

Section 3.  Scope of Indemnification.

The rights of indemnification provided in this Article will be in addition to any rights to which any such Director or Officer may otherwise entitled.  Irrespective of the provisions of this Article, the Board may at any time and from time to time, approve indemnification of Directors, Officers, employees or other persons to the full extent permitted by the laws of the State of New Hampshire, whether on account of past or future transactions.

Section 4.  Insurance.

The Board shall purchase insurance covering the Corporation’s liabilities and obligations under this Article and insurance protecting the Corporation’s Directors, Officers and employees.

ARTICLE XI – REGULATION

Section 1.  General.

The regulation of the business and conduct of the affairs of the Corporation will conform to federal and state income tax laws and any other applicable federal and state law, and such regulation will be determined by these By-Laws, as they may be amended from time to time.  In the interpretation of these By-Laws, wherever reference is made to the United States Code (U.S.C.), the United States Internal Revenue Code or Internal Revenue Laws, the New Hampshire Revised Statutes Annotated (“NHRSA”) or any other stature, or to any section thereof, such reference will be construed to mean such Code, laws, statute, or section thereof, and the regulations there under, as the case may be, as heretofore or hereafter amended or supplemented or as superseded by laws covering equivalent subject matter.

Section2.  Governing Law.

These By-Laws are executed and delivered in the State of New Hampshire and they will be governed by, construed and administered in accordance with the laws of the State of New Hampshire.

ARTICLE XII – AMENDMENTS AND CONFLICTS

Section 1.  General.

These By-Laws may be amended or restated from time to time in accordance with the provisions of Chapter 292 of the NHRSA by the Board at any regular or special meeting thereof; provided, however, the proposed amendment, addition, alteration or repeal is stated in the notice of such meeting.

Section 2.  Conflicts.

In the event that any of the provisions of these By-Laws, as amended, conflict with any of the provisions of prior By-Laws, the provisions of the amended By-Laws will control.

ARTICLE XIV – DISSOLUTION

Section 1.  General.

The Corporation may be dissolved and its business and affairs terminated; provided, however, such dissolution will be in accordance with the provisions of Chapter 292 of the NHRSA and Section 1.501(c)(3)-1(b)(4) of the United States Treasury Regulations.

Section 2.  Distribution.

Upon dissolution of the Corporation and after all its debts and expenses have been paid, all of its assets will be distributed in conformity with the By-Laws and the Articles of Agreement of the Corporation.  Any remaining assets of the Corporation will be conveyed or distributed to the State of New Hampshire or to such one or more educational or other organizations as may be designated by the Board of the Corporation, so long as such organization at the time of such conveyance or distribution qualifies as an organization described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code or any corresponding provision of any future Federal tax code.

 

[1] 15 USC 278k; 15 CFR 290.3

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