BYLAWS
OF
THE TRIANGLE FUTBOL CLUB, INC.
A NORTH CAROLINA NONPROFIT CORPORATION
ARTICLE I
Name, Purpose and Offices
1. Name. This corporation shall be known as the Triangle
Futbol Club, Inc., and is referred to in these Bylaws as the
"Corporation."
2. Purposes. Having been established as a non-profit
corporation organized and existing under the laws of the State
of North Carolina, it shall be the purpose of the Corporation to
foster amateur soccer for youth and adults, regardless of race,
gender, religion, color, ethnic heritage, or ability, and to
support the physical, mental, and emotional well-being of
amateur youth and adults, in each case through the sport of
soccer at all levels of age and competition, by establishing
programs, and activities that focus on the development,
promotion, teaching, and administration of the game of soccer
among amateur youth and adults. As used herein, a youth is one
who has not reached the age of nineteen (19) years prior to
August 1st immediately preceding the start of any seasonal year.
3. Responsibilities. Through programs and activities, it
shall be the responsibility of the Corporation to:
(a) promote wholesome community spirit and friendship among
all people.
(b) educate children, adults and other soccer organizations
in the playing, coaching, refereeing, teaching and
administering of the game of soccer.
(c) establish goals for soccer activities and encourage
and promote the attainment of those goals;
(d) exercise jurisdiction over its members, including, but
not restricted to teams as well as associated individuals such
as players, coaches, referees, and administrators;
(e) establish uniform rules and regulations applicable to
soccer competition with the principles and laws of the
Federation International de Football Association (FIFA)( the
world governing body of soccer), those of the United States
Soccer Federation (USSF)(the national governing body for
soccer, affiliated with FIFA); United States Youth Soccer
Association (USYSA(an affiliate of USSF), and the North
Carolina Youth Soccer Association (NCYSA).
(e) develop the game of amateur soccer.
(f) promote programs for membership;
(g) administer and conduct soccer competition at all levels
of amateur soccer;
(h) encourage, support, and coordinate research,
development, and dissemination of technical information on
physical training, equipment, coaching, performance, and
safety as these pertain to amateur soccer;
(j) encourage and provide assistance to amateur soccer
programs and competition for players with special needs,
including, where feasible, the expansion of opportunities for
meaningful participation by players with special needs in
programs of amateur soccer for able-bodied individuals;
(k) encourage and provide assistance to amateur soccer of
racial and ethnic minorities, for the purpose of eliciting the
participation of such minorities in amateur soccer activities
in which they are under-represented;
(l) represent the Members in all matters of organized
soccer with regard to the NCYSA and other affiliated
organizations; and,
(m) undertake any other lawful purpose that Corporation may
choose to engage in.
4. Registered Office. The registered office of the
Corporation required by law to be maintained in the State of
North Carolina may be, but need not be, identical with the
principal office, and shall be located at the place determined
by the Board of Directors from time to time.
5. Other Offices. The Corporation may have any number of
additional offices, at such other places as the Board of
Directors may from time to time determine, or as the affairs of
the Corporation may require.
6. Affiliation.
(a) NCYSA;USSF;USYSA. The Corporation shall be affiliated
with United States Soccer Federation (USSF); United States
Youth Soccer Association (USYSA)(an affiliate of the United
States Soccer Federation (USSF), and the North Carolina Youth
Soccer Association (NCYSA), and will comply with the Bylaws of
such organizations to the extent permissible under applicable
statutes of the State of North Carolina. to the extent
permissible under applicable statutes of the State of North
Carolina. To the extent permissible under applicable statutes
of the State of North Carolina, the Corporation shall ensure
that its Bylaws, rules, and other operating guidelines not
conflict with those of the NCYSA, the USSF, or the USYSA
(b) Rights of the Corporation. Affiliation with NCYSA
notwithstanding, the Corporation:
1) shall remain affiliated only if it is a voting member
of NCYSA with full privileges
2) shall remain affiliated only under the condition that
it retains complete control over the revenue that it
generates and over management of its expenditures and
budget; and
3) shall remain affiliated only if it retains the right,
entirely on the basis of its own decision, to withdraw its
membership in NCYSA at the end of any fiscal or membership
year.
(c) USSF Compliance. To the extent permissible under
Section 6 of these Bylaws the Corporation will comply with
USSF Bylaw 213 as follows:
1) The membership of the Corporation shall be open to any
amateur soccer player, coach, trainer, manager,
administrator, and official not subject to suspension under
USSF Bylaw 241, Section 4.
2) The Corporation will not discriminate against any
individual on the basis of race, color, religion, age, sex
or national origin.
3) The USSF Articles of Incorporation, Bylaws, policies,
and requirements take precedence over and supersede the
governing documents and decisions of the Corporation and its
members to the extent applicable under state law, and the
Corporation and its members will abide by those Articles,
Bylaws, policies, and requirements.
4) The Corporation will not join any organization that
has requirements that conflict with the Articles of
Incorporations, Bylaws, policies, and requirements of the
USSF.
5) The Corporation, via the NCYSA, shall register all of
its players, coaches, teams, referees and administrators
with the USSF at least once each year and shall pay all dues
and fees of the NCYSA in a timely fashion.
6) The Corporation and its members shall abide by the
requirement of the USSF on interplay.
7) The Corporation shall have a Board of Directors
selected through an open and democratic election process as
set forth in these By-laws.
8) Actions and policies adopted by the Board of
Directors, Executive Board of Directors, or officers of the
Corporation shall be reported to Members or their authorized
representatives, at least once each year at a meeting of the
Corporation, with proper notice and agenda of the meeting at
least 15 days in advance of the meeting.
9) If required of all members of NCYSA, the Corporation
shall provide to the Secretary General of NYCSA an annual
report on the activities of the Corporation and most current
annual financial statements within 90 days after the start
of the seasonal year of the Corporation.
10) The Corporation shall:
1. provide annually to the NCYSA copies of the Articles
of Incorporation, Bylaws, Rules and operating guidelines,
noting any changes effected during the previous year;
2. submit changes to those documents to the NCYSA for
approval not later than ninety (90) days after adoption;
and,
3. make copies of those documents available to its
Members.
11) The Corporation will provide equitable and prompt
hearing and appeal procedures to guarantee the rights of the
individuals to participate and compete. Those procedures
shall include that all grievances involving the right to
participate and compete in activities sponsored by the
Corporation consistent with rules established by NCYSA and
USSF to the extent applicable.
12) The Corporation shall maintain its tax exempt status
under the Internal Revenue Code.
13) The Corporation shall adopt policies prohibiting
sexual and physical abuse that meet certain minimum criteria
established by the NCYSA and USSF (subject to any contrary
requirements contained in state of local law applicable to
the Corporation and NCYSA).
14) The Corporation shall allow the NCYSA to review the
documents and procedures of the Corporation on request of
the NCYSA not less than once every four (4) years in order
to determine compliance with the Bylaws of the USSF
(specifically Bylaw 213).
ARTICLE II
Members
1. Membership. Membership shall consist of individual
players, parents/guardians, coaches, referees, administrators,
officials, and other individuals or organizations that wish to
support amateur soccer, as well as duly elected or appointed
Officers of the Corporation. Membership in the Corporation shall
be upon approval by the Corporation’s Board of Directors, and
shall be open to any person and organization who support the
purpose of Corporation regardless of race, gender, religion,
color, national origin, or ability, provided that such person is
not barred from participation by the NCYSA, any of its
affiliated associations, the USSF, or the USYSA.
2. Categories of Members; Team Representatives. There shall
be two categories of Members: Team Members and Non-Team Members.
A Team Member is an individual player on any soccer team that is
organized by the Corporation. Minors who are Team Members shall
be represented by one of their parents or guardians. All Members
other than Team Members are Non-Team Members.
Team Representatives must be elected by each Team annually
within thirty (30) days after the Teams are selected in the
spring of each year but in no event later than May 30 of each
year. A Team Representative may be Team Member or a parent or
guardian of a Team Member or any other Non-Voting Member that is
affiliated with a Team other than a coach or trainer who is
compensated by the Corporation. No person may serve in more than
one Team Representative capacity. Team Representatives shall be
the official contact between the Team and the Board of Directors
with respect to matters of corporate governance and each Team
Representative shall have the duty to share with Team Members
(or parents or guardians of Team Members) on the Team
represented by such Team Representative all information
presented to Team Representatives by the Board of Directors.
3. Rights of Members. Each Member shall enjoy all rights and
privileges as set forth in the Corporation Articles of
Incorporation, Bylaws, Rules and other operating guidelines.
4. Voting Rights. Only Team Members and Team Representatives
shall have voting rights. No Non-Team Member other than a
Non-Team member who is a Team Representative shall have any
voting rights and such voting rights shall only be in the
capacity as a Team Representative. Voting rights of Team Members
who are minors shall be exercised by their parent or guardian.
Team Members and Team Representatives may vote in person or by
proxy.
Each Team Member shall be entitled to one vote on each matter
submitted to a vote of the Team Members. Each Team Member shall
have a right to vote on the following matters:
(a) Election of a Team Representative by Team Members on a
Team;
(b) Matters required to be approved by Members pursuant to
G.S. 55A-8-55 (indemnification of directors); and,
(c) Any other matter submitted by the Board of Directors to
all Team Members for approval.
Any matter must be approved by a majority of the Team Members
present at a duly noticed meeting at which a quorum shall be
present by person or proxy.
Only Team Representatives may vote on matters which are
submitted by the Board of Directors to Team Representatives.
Team Representatives shall be entitled to vote on each of the
following matters:
(x) Election of Directors;
(y) Matters that must be approved by the under G.S.
55A-8-31 (director conflict of interest), G.S. 55A-10-21
(amendment of by-laws), 55A-11-04 (merger), 55A-12-02 (sale of
assets other than in the regular course of business), or
55A-14-02 (dissolution).
(z) Amendments to the Articles of Incorporation as provided
in Article VIII other than matters set forth in G.S.
55A-10-02.
Except with respect to approval of amendments to the Articles
of Incorporation and By-laws as provided in Article VIII for
which a seventy-five percent vote(75%) is required, and except
with respect to any matter referenced in G.S. 55A-8-31,
55A-11-04, 55A-10-02, and G.S. 55A-14-02 for which a two-thirds
(2/3) vote is required, any matter must be approved by a
majority of the Team Representatives present in person or by
proxy at a duly noticed meeting at which at quorum shall be
present.
A Team Member or a Team Representative may appoint one or
more proxies to vote or otherwise act for him by signing an
appointment form, either personally or by his attorney-in-fact,
provided that a Team Representative may not hold a proxy for
more than four (4) persons. A photocopy, telegram, cablegram,
facsimile transmission, or equivalent reproduction of a writing
appointing one or more proxies, shall be deemed a valid
appointment. In addition, a Team Member or Team Representative
may appoint one or more proxies (i) by an electronic mail
message or other form of electronic, wire, or wireless
communication that provides a written statement appearing to
have been sent by the member, or (ii) by any kind of electronic
or telephonic transmission, even if not accompanied by written
communication, under circumstances or together with information
from which the nonprofit corporation can reasonably assume that
the appointment was made or authorized by the member. An
appointment of a proxy is effective when received by the
secretary or other officer or agent authorized to tabulate
votes.
5. Termination of Membership. The Board of Directors, by
affirmative vote of two-thirds (2/3) of all of the members of
the Board of Directors, may suspend or expel a Member for cause
after an appropriate hearing, and may, by a majority vote of
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.
6. Resignation. Any Member may resign by filing a written
resignation with the Secretary, but such resignation shall not
relieve the Member so resigning of the obligation to pay any
dues, assessments or other charges theretofore accrued and
unpaid.
7. Reinstatement. Upon written request signed by a former
Member and filed with the Secretary, the Board of Directors may,
by the affirmative vote of two-thirds of the members of the
Board of Directors, reinstate such former Member to Membership
upon such terms as the Board of Directors may deem appropriate.
8. Transfer of Membership. Membership in this Corporation is
not transferable or assignable.
9. Annual Meeting. There shall be an Annual Meeting in June
of each year at such place and time established by the Board of
Directors. The purpose of the meeting is to have the Team
Representatives elect the Board of Directors as provided in
Article IV, have the Board of Directors report on the financial
affairs and programs of the Corporation to the Team
Representatives, to transact any business with respect to items
submitted to the Board of Directors Team Representatives for
approval by, and to present a forum in which matters may be
submitted by the Team Representatives to the Board of Directors
for consideration and action in the discretion of the Board of
Directors. All Members shall have notice of the Annual Meeting
as provided herein. Any Member may attend the Annual Meeting but
business may only be transacted at the Annual Meeting by Team
Representatives except for matters set forth in Article II,
Section 4, Subsection (c) and which may only be approved by Team
Members and for which a quorum of Team Members must be present.
10. Special Meetings. A special meeting of the Members, Team
Members or Team Representatives may be called by the Board of
Directors or the President, or within thirty (30) days after the
holders of at least ten percent (10%) of all the votes entitled
to be cast on any issue proposed to be considered at the
proposed special meeting sign, date and deliver to the
Corporation’s secretary one or more written demands for the
meeting describing the purpose or purposes for which it must be
held. Only those matters that are within the purpose or purposes
of the meeting notice may be acted upon at a special meeting of
the Members.
11. Quorum. One third (1/3) of the Members in person or by
proxy shall constitute a quorum for a general meeting of all
Team Members, one-half (1/2) of all Team Members shall
constitute a quorum for a Team meeting, and one-half of all Team
Representatives shall constitute a quorum for a Team
Representative Meeting. Once a Member is represented for any
purpose at a meeting, the Member is deemed present for quorum
purposes for the remainder of the meeting and for any
adjournment of the meeting unless a new record date is or must
be set for that adjourned meeting.
12. Rules. Meetings shall be conducted pursuant to Robert’s
Rules of Order unless a majority of a quorum of the Membership
present shall vote to dispense with Robert’s Rules of Order for
the meeting.
13. Notice of Meeting.
(a) The Corporation shall give notice of meetings of
Members, to such Member entitled to vote at the meeting, of
the place, date, time of each annual, regular and special
meetings of Members no fewer than fifteen (15), or, if notice
is mailed by other than first class, registered or certified
mail, no fewer than thirty (30), nor more than sixty (60) days
before the meeting date. For Members that have email, notice
may be made by electronic mail to the last internet electronic
mail address given by the Member to the Corporation. Written
notice of individual Team meetings may be given by coaches,
the Team manager, or the Team Representative; such notice
given by coaches or team managers who are Members or the Team
Representatives shall be deemed to be notice given by the
Corporation.
The Corporation shall give notice of meetings of Team
Representatives of the place, date, time of each annual,
regular and special meetings of Team Representatives Members
no fewer than five (5) days, or, if notice is mailed by other
than first class, registered or certified mail, no fewer than
thirty (30), nor more than sixty (60) days before the meeting
date. For Members that have email, notice may be made by
electronic mail to the last internet electronic mail address
given by the Member to the Corporation.
(b) Notice of meetings that must be approved under G.S.
55A-8-31 (director conflict of interest), G.S. 55A-8-55
(indemnification of directors); G.S. 55A-10-21 (amendment of
by-laws), 55A-11-04 (merger), 55A-12-02 (sale of assets other
than in the regular course of business), or 55A-14-02
(dissolution) shall include a description of matter or
matters for which the meeting is called.
(c) Notice of special meetings shall include a description
of the matter or matters for which the meeting is called.
(d) Attendance by a Member at, or his participation in, a
meeting shall constitute a waiver of notice of such meeting,
except where a Member attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
14. Telephonic Meetings. Team meetings may be held by means
of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can
hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
15. Dues. Members shall pay such dues as are established by
the Board of Directors from time to time. The Board of Directors
can establish different dues structures for different types of
members, such as. players, coaches, officials and managers.
ARTICLE III
Directors
1. General Powers. The business and affairs of the
Corporation shall be managed under the direction of the Board of
Directors or under the direction of such committees as the Board
of Directors may establish pursuant to these Bylaws.
2. Number, Term, and Qualification. The number of directors
of the Corporation shall be not less than five (5) nor more than
eleven (11) directors, the actual number to serve in each year
to be fixed by the Board of Directors. Each director shall
hold office until his death, resignation, retirement, removal,
disqualification, or his successor is elected and qualifies.
Directors shall be Members of the Corporation or parents or
guardians of minor Team Members. A Team Representative may also
be a Director.
To effect the transition from a corporation without members
to a corporation with Members, the members of the Board of
Directors of the Corporation who were serving in that capacity
shall continue to serve in that capacity until the Interim
Annual Meeting which shall be held on December 15, 2004. At that
time new Team Representatives shall elect the Class Board of
Director who shall serve until the next Annual Meeting.
3. Election of Directors; Staggered Terms. Beginning with the
2005 Annual Meeting, Directors shall be divided into Class A
Directors and Class B Directors. Beginning with the 2005 Annual
Meeting, Class A Directors shall serve a two year term, and
Class B Directors shall serve a one year term in the first year
and two year terms thereafter, such that after the 2006 Annual
Meeting, Class A Directors and Class B directors shall be
elected in alternating years at annual meetings of the Members.
Directors shall be elected from the slate presented by the
Nominating Committee. The Nominating Committee may submit more
nominations than the number of members of the Board of Directors
to be elected.
4. Removal. The Members may remove one or more directors
elected by them with or without cause but only at a meeting
called for the purpose of removing the director and the meeting
notice shall state the purpose or one of the purposes of the
meeting is removal of the director.
5. Vacancies. A vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the authorized
number of directors, may be filled:
(a) by the Team Representatives entitled to vote for
Directors;
(b) by the Board of Directors; or,
(c) if the Directors remaining in office constitute fewer
than a quorum of the Board of Directors, by the affirmative
vote of a majority of all the directors, or by the sole
director, remaining in office.
6. Compensation of Directors. Directors shall not receive any
compensation for their services as directors of the Corporation
except for reimbursement of reasonable expenses incurred in the
performance of their duties.
7. Resignations. Any director may resign at any time by
giving written notice to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time
specified therein, or if no time is specified therein, at the
time such resignation is received by the President or Secretary
of the Corporation. Unless otherwise specified therein, the
acceptance of any such resignation shall not be necessary to
make it effective.
8. Standards of Conduct.
(a) A director shall discharge his duties as a director,
including his duties as a Member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like
position would exercise under similar circumstances; and
(3) In a manner the director reasonably believes to be in
the best interests of the Corporation.
(b) In discharging his duties, a director is entitled to rely
on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or
presented by:
(1) one or more officers or employees of the Corporation
whom the director reasonably believes to be reliable and
competent in the matters presented;
(2) legal counsel, public accountants, or other persons as
to matters the director reasonably believes are within their
professional or expert competence; or
(3) a committee of the Board of Directors of which he is
not a Member if the director reasonably believes the committee
merits confidence.
(c) A director is not entitled to the benefit of subsection
(b) of this section if he has actual knowledge concerning the
matter in question that makes reliance otherwise permitted by
subsection (b) of this section unwarranted.
9. Conflicts of Interest.
(a) A conflict of interest transaction is a transaction with
the Corporation in which a director of the Corporation has a
direct or indirect interest. A conflict of interest transaction
is not voidable by the Corporation solely because of the
director's interest in the transaction if any one of the
following is true:
(1) The material facts of the transaction and the
director's interest were disclosed or known to the Board of
Directors or a committee of the Board of Directors and the
Board of Directors or committee authorized, approved, or
ratified the transaction;
(2) The material facts of the transaction and the
director's interest were disclosed or known to the Members
entitled to vote and they authorized, approved, or ratified
the transaction; or
(3) The transaction was fair to the Corporation.
(b) For purposes of this section, a director of the
Corporation has an indirect interest in a transaction if:
(1) Another entity in which he has a material financial
interest or in which he is a general partner is a party to the
transaction; or
(2) Another entity of which he is a director, officer, or
trustee is a party to the transaction and the transaction is
or should be considered by the Board of Directors of the
Corporation.
(c) For purposes of subdivision (a)(1) of this section, a
conflict of interest transaction is authorized, approved, or
ratified if it receives the affirmative vote of a majority of
the directors on the Board of Directors (or on the committee)
who have no direct or indirect interest in the transaction, but
a transaction shall not be authorized, approved, or ratified
under this section by a single director. If a majority of the
directors who have no direct or indirect interest in the
transaction vote to authorize, approve, or ratify the
transaction, a quorum is present for the purpose of taking
action under this section. The presence of, or a vote cast by, a
director with a direct or indirect interest in the transaction
does not affect the validity of any action taken under
subdivision (a)(1) of this section if the transaction is
otherwise authorized, approved, or ratified as provided in that
subdivision.
(d) For purposes of subdivision (a)(2) of this section, a
conflict of interest transaction is authorized, approved, or
ratified by the Members if it receives a majority of the votes
entitled to be counted under this subsection. Votes cast by or
voted under the control of a director who has a direct or
indirect interest in the transaction, and votes cast by or voted
under the control of an entity described in subdivision (b)(1)
of this section, shall not be counted in a vote of Members to
determine whether to authorize, approve, or ratify a conflict of
interest transaction under subdivision (a)(2) of this section.
The vote of these Members, however, is counted in determining
whether the transaction is approved. A majority of the votes,
whether or not present, that are entitled to be cast in a vote
on the transaction under this subsection constitutes a quorum
for the purpose of taking action under this section.
ARTICLE IV
Meetings of Directors
1. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time as the Board of Directors
may by resolution provide.
2. Annual Meeting; Substitute Annual Meeting. There shall be
an annual meeting of the Board of Directors, to be held
immediately after the Annual Meeting of the Members set forth in
Article II, Section 9. If the annual meeting shall not be held
at this time, a substitute annual meeting may be called in
accordance with the provisions of Section 3 of this Article. A
meeting called in this manner shall be designated and treated
for all purposes as the annual meeting.
3. Calling a Meeting of the Board of Directors. Meetings of
the Board of Directors may be called by or at the request of the
Chair of the Board of Directors, the President, or twenty
percent (20%) of the directors then in office.
4. Place of Meeting. All meetings of the Board of Directors
shall be held at the principal office of the Corporation or at
such other place, either within or outside the State of North
Carolina, as may be designated in the notice of the meeting or
as agreed upon by a majority of the directors.
5. Notice of Meetings; Waiver of Notice. Regular meetings of
the Board of Directors may be held without notice. The person or
persons calling a special meeting of the Board of Directors
shall, at least five (5) days before the meeting and not more
than thirty (30) days prior to the meeting, give notice thereof
by any usual means of communication (including oral notice or
email notice at the last email address given by the Director to
the Secretary of the Association); such notice need not specify
the purpose for which the meeting is called unless otherwise
required by the N.C. Gen. Stat. Chapter 55A. Attendance by a
director at, or his participation in, a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting
to the holding of the meeting or transacting business at the
meeting and thereafter does not vote for or assent to action
taken at the meeting.
6. Quorum. A majority of the directors fixed by or pursuant
to these Bylaws shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors.
7. Manner of Acting. If a quorum is present when the vote is
taken, the act of a majority of the directors present shall be
the act of the Board of Directors. A director who is present at
a meeting of the Board of Directors when corporate action is
taken is deemed to have assented to the action taken unless:
(a) he objects at the beginning of the meeting (or promptly
upon his arrival) to holding it or transacting business at the
meeting;
(b) his dissent or abstention from the action taken is
entered in the meetings of the meeting; or,
(c) he files written notice of his dissent or abstention
with the presiding officer of the meeting or its adjournment
or with the Corporation immediately after the adjournment of
the meeting. The right of dissent or abstention is not
available to a director who votes in favor of the action
taken.
8. Telephonic Meetings. The Board of Directors may permit any
or all of the directors to participate in a regular or special
meeting of the Board of Directors, or any committee thereof, by
means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting
shall constitute presence in person at the meeting.
9. Action Without Meeting. Action taken by a majority of the
directors without a meeting is nevertheless Board of Directors
action, if written consent to the action in question is signed
by all the directors and filed with the minutes of the
proceedings of the Board of Directors, whether done before or
after the action so taken. The action taken without a meeting
shall be effective when the last director signs the consent,
unless the consent specifies a different effective date.
ARTICLE V
Committees of the Board of Directors
1. Creation. The Board of Directors, by resolution adopted by
a majority of all the directors in office when the action is
taken at a regular or special meeting of the Board of Directors,
may designate two (2) or more directors to constitute an
Executive Committee or other committees, each of which, to the
extent authorized by law and provided in the resolution shall
have and may exercise all of the authority of the Board of
Directors in the management of the Corporation, except as set
forth in Section 6 of this Article V.
The Board of Directors shall establish a Nominating Committee
whose purpose shall be to nominate at each Annual Meeting a
proposed slate of Class A or Class B Directors for the
Corporation, as the case may be. In any year in which the Class
A directors are up for election, the Class B directors shall
constitute the Nominating Committee. In any year in which the
Class B directors are up for election, the Class A directors
shall constitute the Nominating Committee. Prior to the 2005
Annual Meeting, the entire Board of Directors shall serve as the
Nominating Committee. Prior to submitting nominations for
election by the Team Representatives, the Nominating Committee
shall inquire of the Members their suggestions for persons who
might serve as Directors or who may wish to serve as Directors
as well as their qualifications.
2. Vacancy. Any vacancy occurring in an Executive Committee
or other committee shall be filled by resolution adopted by a
majority of all the directors in office when the action is taken
at a regular or special meeting of the Board of Directors.
3. Removal. Any Member of an Executive Committee or other
committee may be removed at any time, with or without cause, by
resolution adopted by a majority of all the directors in office
when the action is taken at a regular or special meeting of the
Board of Directors.
4. Quorum and Voting. A majority of directors on the
Executive Committee or other committee shall constitute a quorum
for the transaction of business at any meeting of such
committee. Each committee Member shall be entitled to one (1)
vote on each matter submitted to a vote at a committee meeting.
If a quorum is present when the vote is take, the act of a
majority of the committee Members present shall be the act of
the committee.
5. Minutes. The Executive Committee and each other committee
that may exercise the authority of the Board of Directors shall
keep regular minutes of its proceedings and report the same to
the Board of Directors when required.
6. Responsibility of Directors. The designation of an
Executive Committee or other committee and the delegation
thereto of authority shall not alone operate to relieve the
Board of Directors or any Member thereof, of any responsibility
or liability imposed upon it or him by law.
7. Restrictions on Committees. Neither the Executive
Committee nor any other committee shall have the authority to:
(a) authorize distributions; (b) recommend to Members or approve
dissolution, merger or consolidation of the Corporation, or the
sale, pledge, or transfer of all or substantially all of the
Corporation's assets; (c) elect, appoint or remove directors, or
fill vacancies on the Board of Directors; (d) designate any such
committee or fill vacancies on any such committee; (e) adopt,
amend, or repeal the Articles of Incorporation or Bylaws of the
Corporation; or, (f) amend or repeal any resolution of the Board
of Directors which by its terms shall not be so amendable or
repealable.
8. Action without Meeting and Telephonic Meetings. The
Executive Committee and other committees shall have the same
power to act without a meeting as is provided in Section 10 of
Article IV with respect to the Board of Directors and the
Members of the Executive Committee and other committees shall
have the same right to participate in committee meetings by
means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other, as is provided with respect to
Members of the Board of Directors in Section 9 of Article IV.
ARTICLE VI
Officers
1. Offices. The Board of Directors shall elect a President,
Treasurer and a Secretary, and may elect or appoint a chief
executive officer, chief financial officer, one or more vice
presidents, one or more assistant secretaries, a treasurer, and
other or additional officers as in its opinion are desirable
for conduct of the business of the Corporation. The Board of
Directors may elect from its own membership a Chair of the Board
of Directors. The Board of Directors may by resolution empower
any officer or officers of the Corporation to appoint from time
to time such Vice Presidents and other or additional officers as
in the opinion of the officer(s) so empowered by the Board of
Directors are desirable for the conduct of the business of the
Corporation. Any two or more offices may be held by the same
person, but no individual may act in more than one capacity
where action of two or more officers is required.
2. Election and Term. The officers of the Corporation shall
be elected or appointed by the Board of Directors or appointed
by an officer empowered by the Board of Directors in accordance
with Section 1 above. Such elections by the Board of Directors
may be held at any regular or special meeting of the Board of
Directors. Each officer shall hold office for a period of one
year or until his death, resignation, retirement, removal,
disqualification, or his successor is elected and qualified.
3. Removal. Any officer elected by the Board of Directors may
be removed, either with or without cause, by a vote of the
Board of Directors. Any officer appointed by another officer or
officers may be removed, either with or without cause, by either
a vote of the Board of Directors or by the officer or officers
given the power to appoint that officer. The removal of any
person from office shall be without prejudice to the contract
rights, if any, of the person so removed.
4. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or
Secretary of the Corporation, or if such officer was appointed
by another officer to the appointing officer. Any such
resignation shall take effect upon receipt of the notice.
5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause,
shall be filled for the unexpired portion of the term in the
manner prescribed by these Bylaws for regular appointment or
elections to such offices.
6. Compensation. The compensation of all officers of the
Corporation, if any, shall be fixed by the Board of Directors.
No officer shall be prevented from receiving a salary as an
officer by reason of the fact that the officer is also a member
of the Board of Directors provided that such salary is for
services rendered to the Corporation for services other than
serving as a member of the Board of the Directors of the
Corporation.
7. Chair of the Board of Directors. The Chair of the Board of
Directors, if elected, shall preside at all meetings of the
Board of Directors and shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
8. Chief Executive Officer. The Chief Executive Officer, if
elected, shall be the principal executive officer of the
Corporation and shall preside at meetings of the Board of
Directors in the absence of the Chair of the Board of Directors.
The Chief Executive Officer shall be subject to the control and
direction of the Board of Directors, and shall supervise and
control the management of the Corporation.
9. President. If no Chief Executive Officer is elected, or
the office is vacant, the President shall be the principal
executive officer of the Corporation, and shall preside at
meetings of the Board of Directors in the absence of the Chair
of the Board of Directors and Chief Executive Officer. The
President shall be subject to the control and direction of the
Board of Directors, and in general, he shall perform all duties
incident to the office of President and such other duties as may
be prescribed by the Board of Directors, the Chair of the Board
of Directors or the Chief Executive Officer from time to time.
10. Vice Presidents. In the absence or disability of the
President or in the event of his death, inability or refusal to
act, the Vice Presidents, in the order of their length of
service as such, unless otherwise determined by the Board of
Directors, shall perform the duties and exercise the powers of
the President. In addition, the Vice Presidents shall perform
such other duties and have such other powers as the Board of
Directors, the Chief Executive Officer and the President shall
prescribe.
11. Secretary and Assistant Secretary. The Secretary shall
keep accurate records of the acts and proceedings of all
meetings of the Board of Directors and of committees of the
Board of Directors. If there are Members of the Corporation, he
shall keep accurate records of all meetings of the Members of
the Corporation. He shall give all notices required by law and
by these Bylaws. He shall have general charge of the corporate
books and records and of the corporate seal, and he shall affix,
or attest the affixing of, the corporate seal to any lawfully
executed instrument requiring it. The Secretary shall keep or
cause to be kept the following records of the Corporation: (i)
the Articles of Incorporation with all amendments thereto
currently in effect; (ii) the Bylaws, as amended; (iii) the
minute book containing records of the actions and proceedings of
the Board of Directors and of committees of the Board of
Directors, (iv) the names and addresses of each director and
officer; and (v) the most recent annual report delivered to the
Secretary of State of North Carolina. The Secretary shall sign
such instruments as may require his signature, and, in general,
shall perform all duties as may be assigned to him from time to
time by the Chair of the Board of Directors, the President or by
the Board of Directors. The Assistant Secretary shall render
assistance to the Secretary in all the responsibilities
hereinabove assigned.
12. Treasurer and Assistant Treasurer. The Treasurer shall
have custody of all funds and securities belonging to the
Corporation and shall receive, deposit or disburse the same
under the direction of the Board of Directors. He shall keep
full and accurate accounts of the finances of the Corporation in
books especially provided for that purpose. He shall prepare or
cause to be prepared annual financial statements of the
Corporation, including a balance sheet as of the end of the
fiscal year and a statement of operations for that year, and
otherwise conforming to the requirements of Section 55A-16-20 of
the North Carolina General Statutes or any successor provision,
except that financial statements need not be audited and need
not prepared in accordance with generally accepted accounting
principles unless otherwise required by law. The financial
statements so prepared shall be kept available for inspection
for a period of three years by any director or Member and by
others having a legitimate interest in the information contained
therein.
The Treasurer shall also prepare and file, or cause to be
prepared and filed, all reports and returns required by Federal,
state or local law and shall generally perform all other duties
incident to his office and such other duties as may be assigned
to him from time to time by the Chair of the Board of Directors,
the President or the Board of Directors. The Assistant Treasurer
shall render assistance to the Treasurer in all the
responsibilities hereinabove assigned.
13. Duties of Officers May Be Delegated. In case of the
absence of any officer of the Corporation or for any other
reason that the Board of Directors may deem sufficient, the
Board of Directors may delegate the powers or duties of such
officer to any other officer or to any director for the time
being provided a majority of the entire Board of Directors
concurs therein.
14. Bonds. The Board of Directors may, by resolution, require
any or all officers, agents and employees of the Corporation to
give bond to the Corporation, with sufficient securities,
conditioned on faithful performance of the duties of their
respective offices or positions, and to comply with such other
conditions as may from time to time be required by the Board of
Directors.
ARTICLE VII
Contracts, Loans and Deposits
1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument on behalf of the
Corporation, and such authority may be general or confined to
specific instances.
2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances. No loan, guaranty or other form of security shall be
made or provided by the Corporation to or for the benefit of its
directors or officers, except that loans, guaranties or other
forms of security may be made to full-time employees of the
Corporation who are directors or officers by action of the Board
of Directors in accordance with Article III Section 9 of these
By-Laws.
3. Checks and Drafts. All checks, drafts or other orders for
the payment of money 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 from time to time be
determined by resolution of the Board of Directors.
4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of
the Corporation in such depositories as the Board of Directors
shall direct.
ARTICLE VIII
General Provisions
1. Seal. The corporate seal of the Corporation shall be in
such form as shall be approved from time to time by the Board of
Directors.
2. Waiver of Notice. Whenever any notice is required to be
given to any Member or director under the provisions of the
North Carolina Nonprofit Corporation Act or under the provisions
of the Articles of Incorporation or Bylaws of this Corporation,
a waiver thereof in writing signed by the person or persons
entitled to such notice and delivered to the Corporation for
inclusion in the minutes or filing in the corporate records,
whether before or after the time stated therein, shall be
equivalent to the giving of such notice.
3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.
4. Amendments.
(a) An amendment to a Corporation's Bylaws or Articles of
Incorporation to be adopted shall be approved by both the Board
of Directors and the Team Representatives as follows:
(1) By a majority of the Board of Directors voting in
person at a meeting at which a quorum is present; and
(2) By a seventy-five percent (75%) of Team Representatives
voting in person or by proxy at a duly noticed meeting at
which a quorum is present; and
(b) If the Board of Directors initiates an amendment to the
Bylaws or Articles of Incorporation, the Board of Directors may
condition the amendment's adoption on receipt of a higher
percentage of affirmative votes or on any other basis.
(c) If the Board of Directors or the Team Representatives
seeks to have the amendment to the Articles of Incorporation or
Bylaws approved by the Board of Directors and the Team
Representatives, the Corporation shall give notice of the
meeting to the Team Representatives in accordance with Article
II, Section 13 and to the Board of Directors in accordance with
Article IV, Section 5. The notice shall state that the purpose,
or one of the purposes, of the meeting is to consider the
proposed amendment and contain or be accompanied by a copy or
summary of the amendment.
(d) If the Board of Directors or the Team Representatives
seek to have the amendment approved by the Members entitled to
vote thereon by written consent or written ballot, the material
soliciting the approval shall contain or be accompanied by a
copy or summary of the amendment.
5. Voting upon Shares of Other Corporations. Unless otherwise
ordered by the Board of Directors, the Chief Executive Officer,
the President shall have full power and authority on behalf of
the Corporation to vote either in person or by proxy at any
meeting of shareholders of any corporation in which this
Corporation may hold shares, and at any such meeting may possess
and exercise all of the rights and powers incident to the
ownership of such shares, which, as the owner thereof, this
Corporation might have possessed and exercised if present. The
Board of Directors may confer like powers upon any other person,
and may revoke any such powers as granted at its pleasure.
6. Auditors. The Board of Directors may employ a certified
public accountant to audit or review, as appropriate, the books
of the Corporation for each fiscal year of the Corporation and
at such other time or times and for such periods as the Board of
Directors may deem advisable, and to furnish certified reports
on such audits or reviews. A copy of any such annual reports
shall be given without charge to all persons, firms and
corporations contributing to the Corporation during the year as
much as $1,000.00 to carry on the services rendered by the
Corporation. The auditing and/ or reviewing of the Corporation’s
books and the Corporation’s bookkeeping shall meet applicable
governmental standards for auditing, reviewing and bookkeeping.
A copy of any such annual audit report will be available at both
the annual meetings of the Members and of the Board of
Directors.
7. Prohibition Against Sharing in Corporate Earnings. No
Member, officer, director, or employee of, or Member of a
committee of, or person connected with the Corporation, or any
other private individual shall receive at any time any of the
net earnings or pecuniary profits from the operations of the
Corporation, provided that, subject to Article III. Section 6 of
these By-laws preventing compensation of Directors, this shall
not prevent the payment to any such person of such reasonable
compensation for services rendered to or for the Corporation,
other than services as a Director, in effecting any of the
Corporation’s purposes as shall be fixed by the Board of
Directors; and no such person or persons shall be entitled to
share in the distribution of any of the corporate assets upon
the dissolution of the Corporation. All Members, directors and
officers of the Corporation shall be deemed to have expressly
consented and agreed that upon such dissolution or winding up of
the affairs of the Corporation, whether voluntary or
involuntary, the assets of the Corporation, after all debts have
been satisfied, then remaining in the hands of the Board of
Directors shall be distributed, as the Board of Directors may
determine or as may be determined by a court of competent
jurisdiction upon application of the Board of Directors,
exclusively to charitable, religious, scientific, literary or
educational organizations which would then qualify under the
provisions of Section 501(c)(3) of the Internal Revenue Code (or
corresponding section of any future federal tax code) or shall
be distributed to the federal government, or to a state or local
government, for a public purpose.
8. Indemnification. Any person who at any time serves or has
served as a director or officer of the Corporation and who is
made a party to a proceeding in that capacity, shall have a
right to be indemnified by the Corporation to the fullest extent
permitted by law, including without limitation, the provisions
of North Carolina General Statues Chapter 55A, Part 5, Sections
55A-8-50 through 55A-8-60 (or successors of such statues),
provided that the individual:
(a) conducted himself in good faith;
(b) reasonably relieved (i) in the case of conduct in his
official capacity with the corporation, that his conduct was
in the best interests of the Corporation; and (ii) in all
other cases, that his conduct was at least not opposed to its
best interests; and
(c) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful, provided
that the Corporation shall not indemnify a director:
(x) in connection with a proceeding by or in the right of
the Corporation in which the director was adjudged liable to
the Corporation; or,
(y) in connection with any other proceeding charging
improper personal benefit to the director, whether or not
involving action in his official capacity, in which the
director was adjudged liable on the basis that personal
benefit was improperly received by the director.
To the maximum extent permitted by law, expenses incurred by
a director or officer in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding,
upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified hereunder by
the Corporation.
To the extent permitted by law , if a person claiming a right
to indemnification under this section obtains a non
