2009
BY – LAWS
OF
NORCAL YOUTH FOOTBALL CONFERENCE
A NON-PROFIT CORPORATION
ARTICLE I
OFFICES
SECTION 1. Principal Office.
The principal office of the Corporation in the State of California shall be located in the City of San Jose, County of Santa Clara, State of California.
SECTION 2. Other Offices.
The Corporation may have such other offices, either within or without the County of Santa Clara, State of California, as the Board of Directors may determine, or as the affairs of the Corporation may require.
ARTICLE II
MEMBERS
SECTION 1. Classes of Members.
Board of Presidents. The voting members of the Corporation shall consist of the Presidents of the member associations who pay the annual membership fee as set by the Board of Directors in accordance with these By-Laws. Such fees shall be payable on or before the dates set by the Board of Directors. Payment of these fees shall establish voting membership for associations.
SECTION 2. Election of Executive Board.
Only qualified members shall be allowed to run and be elected to the Executive Board which is voted into office each year by the board of Presidents. No more than two reps from any single association may sit on the Executive Board.
SECTION 3. Voting Rights.
There are two boards (the Board of Presidents and the Executive Board) which are also known as the Board of Directors. Each motion must pass each board with the appropriate percentage as spelled out under Article III Section 10. Board votes may be taken together or separate as determined appropriate by the NorCal President. Any motion can be vetoed by the President and it requires a 75% vote of each board to override a veto.
SECTION 4. Membership Certificates.
Membership certificates shall not be issued.
SECTION 5. Membership Transfers.
Membership is non-transferable and non-assignable.
SECTION 6. Membership Termination.
Membership shall terminate (1) on receipt by the Board of Directors of the written or typed resignation of a member; (2) on the failure of a member to pay his fees on or before the due date; (3) on December 31st of any year at which time memberships shall be terminated, including all officials, coaches and all other members, exclusive of current and new Board Members; (4) if voted out of office by the board of directors: (5) on the death of a member.
SECTION 7. Meeting Conduct.
Members agree to conduct themselves properly at all meetings and corporation activities by avoiding the use of profanity, creating no undue disturbances, obeying all rules governing the privilege of the floor. Failure on the part of any member to do so may result in his/her being expelled from the Corporation by two-thirds (2/3) vote of the Board Members present. The Board of Directors shall have the authority to suspend, discharge or otherwise discipline any member, coach, leader, participant, or other person whose conduct is considered detrimental or their to the best interests of the Corporation.
SECTION 8. Reinstatement.
Upon written request signed by the expelled or discharged member, and filed with the Secretary, the Board of Directors, by the affirmative vote of two-thirds (2/3) of the members of the Board present, may reinstate such former member to membership.
SECTION 9. Fines for Membership.
Individual members shall not be subject to assessment or fines. Associations may be subject to fines.
SECTION 10. Members Liability.
Any member participating in the activities of the Corporation does so at his/her own risk, and shall assume all responsibilities. Insurance for Directors against lawsuits will be purchased each year with NorCal funds.
ARTICLE III
MEETINGS OF MEMBERS
SECTION 1. General Meeting.
A general meeting of the Board of Directors will be held monthly or as necessary. Written notice of the time and place of the meetings shall be sent to each voting member by mail or email. Any notice shall be mailed or delivered at least three (3) days before the date of the meeting.
SECTION 2. Property Owned by League/ Finances.
The membership shall receive at a General Meeting of the membership a report from the Treasurer showing the amount of property owned by the Corporation; a Treasures report showing the amount of monies applied, appropriated or expended during the month and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made. A report shall be filed and entered by the Treasurer in the minutes of the monthly meeting.
SECTION 3. Special Meetings.
Special meetings may be called by the President of the Corporation. Written notice of the time and place of the special meetings of the members shall be given in the same manner as for annual meetings of the members.
SECTION 4. Quorum.
Fifty-one (51%) percent of each board membership shall constitute a quorum for the transaction of business.
SECTION 5. Voting.
Neither cumulative voting, nor voting by proxy shall be authorized, and no single vote shall be split into fractional votes.
SECTION 6. Privilege to Speak.
Members of each General, Special or Board Meeting, desiring the privilege of floor shall raise their hand to address the chair, and obtain recognition before being permitted to speak on any matter.
SECTION 7. Floor.
Only one (1) member shall be entitled to the floor at a time.
SECTION 8. Discussion.
No motion may come before the meeting for discussion unless such a motion has been properly moved and seconded by members and declared open for discussion by the chair.
SECTION 9. Vote.
Voting on motions may be by voice, show of hands or secret written ballot.
SECTION 10. Passing of Motions.
VOTING AND PASSING MOTIONS/NEW ASSOCIATIONS PROCESS
- 51% of voting members in attendance is required to pass any motion covering Conference business (e.g… budget, fees, minutes, reports, Jamboree and playoff structure, elections etc…).
- 66% of voting members in attendance required to pass, change or revise any by-law, vote an association in or out of the Conference, suspend or remove any elected official etc…
- Any new association must first be voted in by their section (North or South) after the applicant association has been vetted. If approved by their section the new association comes to the Conference Board of Presidents for a vote. THE PRESIDENT OF ANY EXISTING NORCAL ASSOCIATION IN THE SAME CITY AS THE APPLICANT HAS THE RIGHT TO VETO BRINGING THE NEW ASSOCIATION INTO THE NORCAL CONFERENCE. EXCEPTION: If there is more than one association in a city ALL associations in that city must agree to veto the applicant association in order for their application to be denied.
- 100% vote of all conference presidents (Board of Presidents), whether in attendance or not, is required to change any national rule for the conference (if a president is not in attendance the president of the conference will follow up to assure 100% agreement). Sections can change a national rule within their section only with a 100% vote of members in that section and must also be approved by the conference president (who is to ensure the change does not affect other sections).
- Motions defeated by the Board of Directors can not be re-submitted in any form for 6 months.
- In order to veto a team from your city you must sign a 3-year agreement to stay in NorCal with a $10,000 penalty for leaving before the 3 years are up.
- Any association that applies to move to another league but stays in NorCal forfeits their ability to veto another association from their city for the upcoming season and the following season
SECTION 11. Format.
All business at any meeting may be conducted as herein described:
- Meetings called to order by the President.
- Roll call by the Secretary and introduction of new members or guests.
- Readings of the minutes from previous General Meeting and/or all Special and/or Board of Directors Meetings held since previous General meeting, unless read at a prior meeting.
- Reports of:
- The Treasurer;
- Other Officers, as necessary;
- Committees and action thereon;
- Reports and Discussion.
- Old Business.
- New Business.
- Adjournment.
SECTION 12. Rules of Order.
Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such are not inconsistent or in conflict with these By-Laws, Articles of Incorporation, or with the Law.
ARTICLE IV
DIRECTORS
SECTION 1. General Powers.
The Corporate powers, business, property and affairs of the Association shall be exercised, conducted, controlled and administered by voting members to be known as the Board of Directors (combination of both the board of Presidents and the Board of Directors). Each such Director shall be a member in good standing.
SECTION 2. Compensation.
Directors shall serve without compensation.
SECTION 3. Committees.
The President of the Board of Directors shall have the power to appoint such special committees, of one person or more, as he or she shall determine and to delegate such powers to them as the Board of Directors shall deem advisable and which they may properly delegate.
.SECTION 4. Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
SECTION 5. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.
SECTION 6. Regular Meetings.
The Board shall hold regular monthly meetings as necessary.
SECTION 7. Interference With Teams.
The Board of Directors will not interfere with the operation of a team unless there is a safety issue, an infraction of policy or rules has occurred; or an attitude or conduct which is deemed detrimental to the league exists. If such action is required, it shall be channeled through the appropriate association president.
SECTION 8. Ethics For Board Members.
In addition to being ethical in all decisions Board Members:.
- Must not drink or be under the influence of alcohol or drugs in front of the players, i.e., in dressing rooms, on the bench, during workouts, or during games.
- Will not use foul or abusive language in front of the players or cheerleaders, i.e., in dressing rooms, on the bench, during workouts, or during games.
- Spreading false and misleading information which damages the reputation of another member of the organization.
ARTICLE V
OFFICERS
SECTION 1. Officers.
The officers of the Corporation shall be a President, Vice-President, Secretary, Treasurer and such other officers as may be elected in accordance with the provisions of this article.
SECTION 2. Election and Term of Office.
New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected.
President.
The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He/she shall preside at all meetings of the Board of Directors and meetings of the member. He/she may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgagees, 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 the By-Laws or by statute to some other officer or agent of the Corporation; and in general he/she shall perform all duties incident to the officer of President and such other duties as may be prescribed by the Board of Directors from time to time. The President can suspend any director who fails to perform their duties as assigned as long as there is at least one written warning sent to the director and the VP and Treasurer are notified. The president or his representative also has the authority to fine and/or suspend associations, coaches or other individuals for violations of NorCal rules, forfeits, poor sportsmanship and other actions not in the best interest of NorCal Youth Football.
Vice-President.
In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all of the powers of and be subject to all the restrictions upon the President and shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. If both the President and Vice-President shall be absent from any meeting, the Secretary shall call the meeting to order and a temporary chairman shall be elected to preside over said meeting.
Treasurer.
The Treasurer shall collect all monies due the Club. He/she shall keep books and shall have general charge of the books and accounts of the Club; shall receive and deposit all Club monies, and perform such other duties as the Directors may from time to time require. The Treasurer must file a tax return for the Fiscal Year by April 30 of each year. Prior to the filing, a complete audit of the books must be conducted by the Audit Committee and/or an outside, independent firm.
Secretary.
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member, which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
ARTICLE VI
COMMITTEES
SECTION 1. Designation.
The President shall designate committees subject to the approval of the Board to conduct duties such as may be assigned to them by the President, but the designation of such Committees and the delegation thereof of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him by law. Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
The President shall be ex-office a member of each committee.
All committees shall appoint a secretary who shall keep and transmit to the Board of Directors a copy of the minutes of each meeting.
SECTION 2. Chairman.
One member of each committee shall be appointed by the President as the Chairman.
SECTION 3. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
SECTION 4. Rules.
Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.
ARTICLE VII
CONTRACTS, CHECKS DEPOSITS AND FUNDS
SECTION 1. Contracts.
By majority vote, the Board of Directors may authorize any officer of officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
SECTION 2. Checks, Drafts or Orders For Payment.
All checks, drafts or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined by resolution of the Board of Directors, such instrument shall be signed by the Treasurer and countersigned by the Vice-President or Secretary of the Corporation or Internal Auditor.
SECTION 3. Deposits.
All funds of the Corporation shall be deposited within seven (7) days of receipt, to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. Gifts.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequests or device for the general purpose or for any special purpose of the Corporation.
SECTION 5. Common Treasury.
The Board of Directors shall decide all matters pertaining to the finances of the Conference. It shall be general policy to place all income in a common league treasury, directing the expenditures of the same in such a manner as will give no individual or team any advantage over the others as to equipment and so forth.
SECTION 6. Procedure for Spending Funds.
- Call Treasurer for approval and to ensure:
- Expense is budgeted for the appropriate month.
- Sufficient funds are available within that budgeted expense item.
- Money is available.
- The Treasurer would need to be notified if expenditures had to go over the budgeted amount.
- A Board Member needing to go over budget requires the approval of the Treasurer:
- No Board Member will use unused budgeted funds from another Board Member’s budget without approval of the affected Board Member.
- No Board Member may use any unused portion of his other budgeted expenses to cover the expense of any unbudgeted item without approval of the Treasurer.
SECTION 8. Procedure for Depositing Funds.
- Only the Treasurer can deposit funds
- All money to be deposited will be forwarded to the Treasurer along with a statement of accountability.
- In the absence of the Treasurer (Vacation, Resigned) only the President or Vice President will be authorized to make deposits in his/her place or designate another board member to do so.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. Books and Records.
The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member or his agent or attorney, for any proper purpose at any reasonable time.
SECTION 2. Fiscal Year.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.
ARTICLE IX
AMENDMENTS
SECTION 1. Power of Directors to Amend By-Laws
These By-Laws may be amended, by any member of the Board of Directors who submits said proposed change in writing to the Secretary. The Secretary shall read proposed change at the next regular meeting under new business. This shall be the first reading. At this time all members of the board shall be given a copy of the proposed change. At the next regular meeting under old business the Secretary shall read the proposed change for a second reading and a vote shall be taken. The proposed change must have an affirmative vote of no less than two-thirds of the Board of Directors. Defeated changes may not be re-submitted for a period of six (6) months.
