BYLAWS OF SNAKE RIVER JUNIORS VOLLEYBALL CLUB, Inc.
The following constitutes the by-laws of the SNAKE RIVER JUNIORS VOLLEYBALL CLUB, Inc., hereinafter referred to as "the Corporation", a non-profit corporation organized under the laws of the State of Idaho.
ARTICLE I
PURPOSE
Section 1.1 General:
The Corporation is incorporated for charitable, scientific and educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code of 1986, or any corresponding provisions of any subsequent federal tax laws, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under said section. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any private individual, 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 its purposes.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as permitted by section 501(h) of the Internal Revenue Code of 1986 or any subsequent federal tax laws. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(a) and described in Section 501(c) of the Internal Revenue Code of 1986, or the corresponding provisions of any subsequent federal tax laws, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1986 or the corresponding provisions of any subsequent federal tax laws (hereinafter referred to as "exempt organizations). The Corporation does not contemplate pecuniary benefit or gain, incidental or otherwise.
Section 1.2 Specific Purposes:
The specific purposes of the Corporation shall be:
(a) To receive gifts, devises and bequests and to use the funds or the income for the benefit of the children participating in the Snake River Juniors Volleyball Club, Inc
(b) To engage in any and all activities consistent with and in furtherance of the above purposes.
Article 2
Offices
Section 2.1 Principal Office.
The principal office of the Corporation shall be located at 601 23rd Ave Lewiston, Idaho 83501. The Corporation may have such other offices as the Board of Directors may designate or as the business of the Corporation may require from time to time.
Section 2.2 Registered Offices.
The registered office of the Corporation required by the Nonprofit Corporation Act. Chapter 3, Title 30 Idaho Code. To be maintained in the State of Idaho shall be located at 601 23rd Ave, Lewiston, Idaho 83501. And may be changed from time to time by the Board of Directors.
Article 3
Board of Directors
Section 3.1 General Powers and Standard of Care:
All corporate powers shall be exercised by or under authority of. and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors except as may be otherwise provided in the Act (the Idaho Nonprofit Corporation Act, Chapter 3, Title 30 Idaho Code) or these By-laws.
A director shall perform such director's duties as a director, including such director's duties as a member of any committee of the Board upon which such director may serve, in good faith, in a manner such director reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such director's duties, a director shall be entitled to rely on information, opinion, report or statements, including financial statements and other financial data, in each case prepared or presented by:
3.1.1 One (1) or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented,
3.1.2 Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competency, or
Section 3.2
3.2.1
Constitution of the Board:
Until the first Annual Meeting of the Board, the Directors of the Corporation shall be the individuals named as Incorporators by the Articles of Incorporation.
3.2.2 The initial Directors and their term expiration dates shall be
Bob Blakey
JudyFong
Thereafter, as the term of office of these initial Directors expires, a successor shall be elected to hold office for a three year term.
3.2.3 The number of directors shall be three (3).
Section 3.3 Nominations and Election:
Not later than 90 days prior to each Annual Meeting, the President of the Board shall appoint a Nominating Committee consisting of three Directors. This committee shall present to the Annual Meeting of the Board a slate of suggested nominees for election to the Board at that Annual Meeting. This slate shall be approved by unanimous consensus of the Nominating Committee prior to presentation to the Board; Nominations shall also be permitted from the floor of the meeting.
Section 3.4 Vacancies:
Vacancies occurring on the Board due to death, resignation or removal of an elected Director may be filled by the affirmative vote of a majority of the remaining Directors even though those remaining constitute less than a quorum of the Board. A Director elected to fill a vacancy shall be elected to hold office for the remainder of the original Director's term.
Section 3.5 Vacancies, Quorum and Voting:
At any time there is a vacancy in a Director's position; such vacant position shall not be considered (counted) for the purposes of a quorum or other voting purposes in these by-laws. In any vote which calls for a percentage of the Board, if the percentage should yield more or less than a whole number ( i.e. 2/3rds of 10 yields 6.66) the required number shall be rounded to the nearest whole number.
Section 3.6 Resignation or Removal:
3.6.1 A Director may resign at any time by tendering his/her resignation in writing to the President of the Board or the Secretary.
3.6.2 The Board may, by a two-thirds (2/3rds) vote of the whole number of Directors, remove any Director from office, with or without cause.
3.6.3 Resignation or removal as a Director shall also constitute resignation or removal as an officer.
Section 3.7 Conflicts of Interest:
3.7.1 No contract or other transaction between the Corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because such director's or directors' votes are counted for such purposes, if:
3.7.1.1 The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the vote or consent of such interested directors; or
3.7.1.2 The contract or transaction is fair and reasonable to the Corporation and the fact of such relationship or interest is fully and fairly disclosed . Nominations shall also be permitted from the floor of the meeting.
An elected Director may be filled by the affirmative vote of a majority of the remaining Directors even though those remaining constitute less than a quorum of the Board. A Director elected to fill a vacancy shall be elected to hold office for the remainder of the original Director's term.
3.7.2 All directors are obligated to immediately disclose any potential conflict of interest pertaining either to herself/himself or any other director and after answering any questions that might be asked him/her, shall withdraw from the meeting for so long as the matter shall continue under discussion. Should the matter be brought to a vote, the affected Director or Directors involved in a conflict of interest shall not be permitted to vote upon such matter. In the event the conflict of interest affects the President, the Vice President is empowered and shall require that the President remove himself/herself in the same manner, and for the duration of discussion and action on the matter the Vice President shall preside.
3.7.3 Prior to voting on matters in which a potential conflict of interest exists for any director or directors, the President shall inquire whether any director desires to abstain from voting because of a conflict of interest and any director shall declare that she/he abstains from voting if a conflict of interest exists. A director may be requested to abstain from voting because of a conflict of interest by any other director. If the challenged director refuses to abstain from voting as requested, the President shall immediately call for a vote of the directors to determine whether the challenged director is in a conflict of interest and shall be required to abstain from voting on the matter before the board. If a two-thirds (2/3) majority of the directors present votes to require the abstention of the challenged director then said director shall not be permitted to vote. Any challenge regarding conflict of interest must occur prior to voting on a matter.
3.7.4 Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorized, approves, or ratifies such contract or transaction.
3.7.5 Nothing contained in this section shall preclude any Director from receiving compensation from the Corporation for services actually rendered or for expenses incurred for serving the Corporation. Provided, however, that any compensation paid for services or reimbursements for expenses to Directors shall be made pursuant to Resolution of the Board either authorizing or ratifying the same.
Section 3.8 Loans to Directors:
The Corporation shall not lend money to or use its credit to assist its directors or officers.
ARTICLE 4
MEETINGS OF THE BOARD
Section 4.1 Regular Meetings:
Regular meetings of the Board shall be held at such places and times as shall be approved by resolution of the Board, but at least quarterly. The Annual Meeting of the Board shall be held in May of each year.
Section 4.2 Special Meetings:
Special meetings of the Board may be called at any time by the President, or upon receipt of the written request of any four or more Directors of this Corporation. The business to be transacted at any special meeting of the Board shall be limited to those items of business set forth in the notice of the meeting.
Section 4.3 Notice of Board Meetings:
Directors shall be given notice of each meeting of the Board. Such notice shall set forth the time and place of the meeting and notice of the general business to be transacted. Business to be transacted at any regular meeting of the Board shall not be limited to the matters set forth in the notice of meeting. Notice of any meeting of the Board may be waived by the execution of a written waiver of such notice, either before or after the holding of such meeting, which writing shall be filed with or entered upon the records of the meeting. The attendance of any Director at any meeting without protest prior to or at the commencement of the meeting shall be deemed to be a waiver by him/her of notice of the meeting.
Section 4.4 Quorum:
A majority of the Directors currently in office shall constitute a quorum for the transaction of business. Once a quorum is established at a meeting it shall be considered to remain in effect until the meeting is adjourned. In addition to those Directors who are actually present at a meeting, Directors shall be deemed as present at such meeting if a telephone or similar communications device by means of which all persons participating in the meeting can hear each other at the same time is used. The act of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board. A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Written notice of any such adjourned meeting shall be given to the Directors who are not present at the time of adjournment.
Section 4.5 Place of Meetings:
The Board of Directors may designate any place, either within or without the state of Idaho, as the place of meeting for any annual meeting or of any special meeting. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Idaho.
Section 4.6 Voting:
All votes shall be by voice, except that upon request of any director present; a roll call vote shall be taken. A director who is present at a meeting at which an action is taken on any corporate matter shall be presumed to have assented to the action taken unless her/his dissent is entered in the minutes of the meeting.
Section 4.7 Board and Board Committee Action without a Meeting:
Any action which may be taken at a meeting of the Board or committee thereof may be taken without a meeting if, prior to such action, a consent in writing setting forth such action is signed by all the Directors or members of the committee, as the case may be, and is filed in the minutes of the proceedings of the Board or of the committee.
ARTICLE 5
OFFICERS
Section 5.1 Officers:
The officers of the Corporation shall be the President, the Vice President, the Secretary, the Treasurer and such other officers as may be appointed pursuant to these bylaws. The officers specifically referred to above shall be elected by the Board at its Annual Meeting. Such officers shall hold office for a term of one year, or until their successors are elected and qualified, except in the event of their earlier death, resignation or removal.
Section 5.2 Vacancies:
A vacancy in any office because of death, resignation or removal shall be filled by the Board for the unexpired term of such office.
Section 5.3 Resignation or Removal of Officers:
An officer of the Corporation may resign as such officer at any time by tendering his/her resignation to the President or Secretary and will become effective immediately. Elected officers may be removed from office at any time, with or without cause, by a vote of not less than two thirds plus one (1) of the Directors.
Section 5.4 President of the Board:
The President of the Board shall preside at all meetings of the Board and shall appoint all committees and their chairperson in accordance with these bylaws. The President shall have such other duties and responsibilities as shall be delegated to him or her by these bylaws and by the Board from time to time.
Section 5.5 Vice President:
In the absence of the President of the Board or in the event of the President's' inability or refusal to act, the Vice President shall perform the duties of the President and in so acting shall have all the powers and authority of the President. The Vice President shall perform such other duties as from time to time shall be assigned by the President of the Board.
Section 5.6 Secretary:
The Secretary shall cause to be kept all of the records of the Corporation except the financial records, shall record the minutes of the meetings of the Board, send out all notices of meetings and perform such other duties as may be assigned by the Board. The Secretary shall also keep or cause to be kept a current register of the names and addresses of each Director.
Section 5.7 Treasurer:
The Treasurer shall insure that a true and accurate accounting of the financial transactions of the Corporation is made and that such accounting is presented to and made available to the Board.
Section 5.8 Other Officers:
The Board may appoint such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers having such duties and responsibilities as the Board shall deem advisable. Such officers need not be Directors.
Section 5.9 More than one office:
With the exception of the President's and Secretary's position, an individual may hold more than one office at the same time. The President and Secretary positions may not be held by one individual at the same time.
ARTICLE 6
COMMITTEES OF THE BOARD
Section 6.1 Appointment:
The President of the Board shall appoint the members and the Chairperson of such committees as the Board may create pursuant to these bylaws. Unless otherwise specified, committee members and Chairpersons may include persons other than Directors.
Section 6.2 Powers and Duties:
6.2.1 Committees, with the exception of the standing committees which may only be changed by amendment of these bylaws, shall be created as required, by resolution of the Board. The purpose, duties, number of members and
Section 6.4 Committee Meetings:
Meetings of any committee of the Board may be called by the Chairperson of such committee by giving reasonable notice of such meeting to the members setting forth the time and place of such meeting. A majority of the members of any committee shall constitute a quorum for the transaction of business. Each committee shall keep minutes of its meetings and report to the Board as necessary with recommendations.
Section 6.5 Resignation or Removal of Committee Members:
A member of any committee of the Board may resign at any time by tendering his resignation in writing to the President or the Secretary. The Board may, by majority vote, remove any member from a committee of the Board, with or without cause.
ARTICLE 7
GENERAL
Section 7.1 Fiscal Year:
The fiscal year of the Corporation shall begin on the first day of July and end on the 30th day of June each year.
Section 7.2 Execution of Instruments:
7.2.1 Formal contracts of the Corporation, promissory notes, and deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents shall be executed by such officers or agents of the Corporation to whom the Board, by resolution, shall have delegated such power.
7.2.2 Endorsements for deposit of commercial paper to the credit of the Corporation in any of its duly authorized depositories may be made, without countersignature, by such officers or agents of the Corporation to whom the Board, by resolution, shall have delegated such power, or by hand stamped impression in the name of the Corporation.
7.2.3 All checks, drafts, or other order for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board.
Section 7.3 Deposits of Funds:
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, bankers, trust companies, or other depositories as the Board may select or as may be selected by any other officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board.
Section 7.4 Construction of Terms and Headings:
Words used in these bylaws shall be read as the masculine, feminine or neuter gender, and as the singular or plural, as content requires. The captions or headings are for convenience only and are not intended to limit or define the scope or effect of any provision of these bylaws.
ARTICLE 8
INDEMNIFICATION
Section 8.1 Mandatory Indemnification of Directors and officers.
The Corporation shall indemnify, to the fullest extent permitted by law, each actor or officer (including each former director or officer) of the Corporation who was or is made a party to or a witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.
Section 8.2 Mandatory Advancement of Expenses to Directors and Officers:
The Corporation shall pay expenses (including attorney's fees and disbursements) incurred by a Director or officer of the Corporation referred to in Section 8.1 hereof in defending or appearing as a witness in any civil or criminal action, suit or proceeding described in Section 8.1 hereof. The expenses incurred by such Director or officer shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such Director or officer to repay all amounts advanced if it shall ultimately be determined that such Director or officer is not entitled to be indemnified by the Corporation as provided in Section 8.8 hereof.
Section 8.3 Permissive Indemnification and Advancement of Expenses:
The Corporation may, as determined by the Board from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is a party to or a witness in or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was an authorized representative of the Corporation, both as to action in his or her official capacity and as to action in another capacity while holding such office or position, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by such person in conjunction with such action, suit or proceeding.
Corporation may, as determined by the Board from time to time, pay expenses incurred by any such person by reason of such person's participation in an action, suit or proceeding referred to in this Section 8.3 in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as provided in Section 8.4 hereof.
Section 8.4 Scope of Indemnification:
Indemnification under this article shall not be made by the Corporation in any case where a court determines that the alleged act or failure to act giving rise to the claim for indemnification is either expressly prohibited by the Idaho Nonprofit Corporation Law or any successor statute as in effect at the time of such alleged action or failure to take action.
Section 8.5 Miscellaneous:
Each Director and officer of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested directors, statute or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. Indemnification and advancement of expenses under this Article shall be provided whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Corporation. Any repeal or modification of this Article by the members of the Board shall not adversely affect any right or protection existing at the time of such appeal or modification to which any person may be entitled under this Article.
Section 8.6 Corporate Seal:
The Corporation shall not require the use of a corporate seal.
Section 8.7 Definition of Authorized Representative:
For the purposes of this Article, the term "authorized representative" shall mean a Director, officer, employee or agent of the Corporation or of any corporation controlled by the Corporation, or by any corporation or person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation.
Section 8.8 Personal Liability:
No Director of this Corporation shall be personally liable for monetary damages for any action taken or for any failure to take action unless (I) the Director has breached or failed to perform the duties of his office as set forth in applicable statutes related to standard of care and justifiable reliance; and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
Section 8.9 Indemnification against Liability to Corporation.
No indemnification shall be made in respect of any claim, issue or matter as to which a person covered by Section 8.1 of this Article shall have been adjudged to be liable for gross negligence or gross misconduct in the performance of her/his duties to the Corporation.
Section 8.10 Indemnification in Criminal Actions:
No indemnification shall be made in respect to any criminal action or proceeding as to which a person covered by Section 8.1, 8.2 of this Article shall have been adjudged to be guilty.
Section 8.11 Other Indemnification.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under the Articles of Incorporation, any agreement, any other of these Bylaws, vote of disinterested directors or otherwise, and procedure provided for by any of the foregoing, both as to action in her/his official capacity and as to action in another capacity while holding office.
Section 8.12 Insurance.
The Corporation may purchase and maintain insurance, in such amounts as the Board may deem appropriate, to insure the Corporation against any liability, including without limitation any liability for the indemnification provided in this Article.
Section 8.13 Right to Impose Conditions to Indemnification.
The Corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the Board of Directors may deem appropriate in each case.
ARTICLE 9
DISSOLUTION
Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute all of the assets of the Corporation for such pleasure, recreation and other nonprofitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986 or the corresponding provisions of any subsequent federal tax laws as the Board shall determine. If the Lewis-Clark State College, Women's Volleyball Program shall be qualified under Section 501(c) (3) of the Internal Revenue Code, as a qualified recipient of the assets of this Corporation upon dissolution, the assets shall be distributed to Lewis-Clark State College, Women's Volleyball Program. To be used for the purposes as defined by this Corporation. Any such assets not disposed as directed above shall be disposed of by the District Court of Nez Perce County in which the principal place of business of the Corporation is located exclusively for such purposes or to such organization or organizations as that Court shall determine which are organized and operated exclusively for such purposes. In no event shall property or assets be distributed to the Directors either for reimbursement for any sums subscribed, donated or contributed by such Director or contributor or for any other such purpose, it being the intent that in the liquidation or dissolution or it ceasing to carry out the object and purposes set forth in this document, the property and assets owned by the Corporation shall be devoted to carrying on the functions and purposes of this Corporation.
ARTICLE 10
AMENDMENTS
These Bylaws and the Corporation's Articles of Incorporation may be altered, amended, repealed or supplemented and new Bylaws or Articles may be adopted at any meeting by a two-thirds (2I3rds) majority vote of the Directors. Notice of the proposed amendment or amendments must be submitted in writing to all Directors then in office at least ten (10) days prior to the meeting along with notice of the meeting itself.
ARTICLE 11
SEVERABILITY
The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provisions were omitted.
SECRETARY'S CERTIFICATION
This is to certify that the foregoing Bylaws of the SNAKE RIVER JUNIOR VOLLEYBALL CLUB, Inc., have been duly adopted by the Board of Directors at a meeting held on .
SIGNED BY THE SECRETARY OF THE BOARD