BYLAWS OF ATLANTA FLYING DISC CLUB, INC.
The name of this nonprofit corporation shall be the Atlanta Flying Disc Club, Inc. (the “Corporation”).
The Corporation is organized exclusively for charitable, scientific, literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Specifically, the Corporation is organized for the purpose of educating the public about disc sports and to foster local and national competition in disc sports.
The Corporation’s principal office shall be at such place as is designated by the Corporation’s Board of Directors. The Corporation may operate without a principal office.
Board of Directors
Section 1. General Powers. The property, business and affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall elect Officers and perform the duties set forth in these Bylaws.
Section 2. Number and Authority. The Board of Directors shall consist of no fewer than seven nor more than twenty Directors. The precise number of Directors shall be designated from time to time by affirmative vote of a majority of the Directors. Provided, however, any reduction in the number of Directors shall take effect only at the expiration of the term of the Directors whose offices are to be eliminated or upon their earlier resignation.
Section 3. Election and Term.
(a) Each Director shall be elected by the Members of the Corporation in accordance with Section 4 of Article IV and shall hold office for a term of three years, or until his or her earlier resignation, removal from office, or death.
(b) Whenever the Board of Directors shall increase or decrease the number of Directors, such increase or decrease shall be arranged so that, as nearly as possible, the terms of office of one–third of the Directors shall expire each year thereafter.
(c) Directors may serve for an unlimited number of terms.
(d) Directors shall be residents of the State of Georgia who have attained the age of 18 years at the time of election.
(e) Directors shall be members of the Corporation at the time of election.
(f) No Director may simultaneously hold more than one Officer position on the Board of Directors.
(g) Directors may resign at any time by providing written notice to all members of the Executive Committee. Resignation is effective upon written acknowledgment of receipt of the resignation by any member of the Executive Committee.
Section 4. Nomination and Election Procedures
(a) Directors shall be elected by the Members of the Corporation and shall take office on October 1 of the election year to serve for three years or until their resignation, removal, death, or their successor assumes office.
(b) Any member of the Corporation may nominate him or herself or another Member of the Corporation to the Board of Directors.
(c) Each year, after the completion of the Corporation’s Ultimate Summer League but prior to the commencement of the Corporation’s Ultimate Fall League, the Secretary of the Board of Directors shall invite the Members of the Corporation to submit in writing the names of persons they propose for consideration for any Director whose term is set to expire or any vacancy pursuant to Section 5 of Article IV. Nominations by the Members of the Corporation may be made for general membership on the Board of Directors or for specific Officer positions.
(d) The Board of Directors shall consider all nominations submitted by the Members of the Corporation and shall elect a slate of candidates to serve as Directors. The Secretary shall submit the slate of candidates, along with the respective position each candidate will hold, as applicable, to the Members of the Corporation. Members shall be given no less than seven calendar days to oppose, in writing, the election of any candidate. Failure to oppose a candidate by any Member of the Corporation in accordance with the provisions of this Section shall be deemed a vote in support of the candidate by such Member. Opposition by at least two-thirds of the Members of the Corporation shall constitute a rejection of the candidate.
(e) Upon the election of any candidate, the Secretary of the Board of Directors shall present the candidate to the Elections Committee, which shall certify the candidate is qualified to serve as an Officer of the Board of Directors or reject the candidate. The Elections Committee shall be given no less than five calendar days to oppose, in writing to the Secretary of the Board of Directors, the election of any candidate. Failure to oppose a candidate by any member of the Elections Committee shall be deemed a vote in support of the candidate by such Member. Opposition by at least three-fifths of the members of the Election Committee shall constitute a rejection of the candidate. All communications between the Secretary and the members of the Elections Committee shall be deemed confidential. Upon a showing of good-cause by a majority vote of the Board of Directors, such communications may be disclosed to members of the Executive Committee.
(f) If necessary, no later than thirty days after the rejection of any candidate, the Board of Directors shall select a replacement candidate from the nominees submitted by the membership and shall submit the name of the replacement candidate to the Members of the Corporation and the Elections Committee for approval in accordance with subsections (e) and (f).
(g) The Secretary shall certify which candidates are eligible to serve as Directors.
Section 5. Vacancies.
(a) Any vacancy occurring on the Board of Directors, including a vacancy created by an increase in the number of Directors, may be filled by a special election carried out in accordance with the procedures set forth in Section 4 of Article IV. A Director elected to fill the vacancy shall complete the unexpired term of his or her predecessor.
Section 6. Officers and Duties. Officers of the Board of Directors shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties from time to time conferred by the Board of Directors.
(a) President. The President shall be responsible for general and active management of the business and affairs of the Corporation. The President shall monitor the Directors and plan an agenda for all Board of Directors meetings. The President shall preside over all meetings and, if the President is absent, the President shall designate another member of the Executive Committee to preside. The President shall have the authority, with or without attestation, to execute any agreement or other instrument binding upon the Corporation. The President shall serve as the Chairperson of the Executive Committee and, if the President is absent, the President shall designate another member of the Executive Committee to serve as Chairperson.
(b) Secretary. The Secretary, in consultation with the President, shall provide each Director with an agenda for all Board of Directors meetings. The Secretary shall take minutes of meetings, maintain a phone and address list for Directors and Committee members, maintain a calendar of events, provide the President with monthly calendars, and maintain the “AFDC Binder” containing pertinent data, including Articles of Incorporation, Bylaws, phone lists, calendars, etc. The Secretary shall maintain an updated list of Director attendance at Board of Directors meetings and publish it on the private Board of Directors forum at www.afdc.com as soon as practicable.
(c) Treasurer. The Treasurer shall prepare an annual budget for the Corporation, which shall include a detailed budget for the upcoming fiscal year and a summary budget for the upcoming three years. The Treasurer shall maintain, balance and hold the Corporation’s checkbook, write checks for approved expenses, and keep records of all purchases. In addition, the Treasurer shall prepare budgets and statements of revenues and expenses. The Treasurer shall be responsible for maintaining non-profit tax organization status, preparing and arranging for the filing of necessary income tax forms and returns, and maintaining the Corporation’s financial investments. The Treasurer shall be responsible for annually reviewing and renewing the Corporation’s insurance policy(ies) and providing donation letters for tax-deductible donations.
(d) Ultimate Director. The Ultimate Director shall coordinate the Corporation’s seasonal ultimate leagues. The Ultimate Director shall set seasonal and tournament dates, organize league representatives to assist in running seasonal ultimate leagues and inform the Board of Directors of all league dates. The Ultimate Director shall set guidelines for assigning Members of the Corporation registered for the league to teams and setting the schedule for league play. The Ultimate Director shall serve as the Chairperson of the Ultimate Leagues Committee.
(e) Goaltimate Director. The Goaltimate Director shall coordinate the Corporation’s seasonal goaltimate leagues. The Goaltimate Director shall set seasonal and tournament dates, organize league representatives to assist in running seasonal goaltimate leagues and inform the Board of Directors of all league dates. The Goaltimate Director shall set guidelines for assigning Members of the Corporation registered for the league to teams and setting the schedule for league plays. The Goaltimate Director shall serve as the Chairperson of the Goaltimate Leagues Committee.
(f) Webmaster. The Webmaster shall maintain the Corporation’s web site and electronic commerce activities. The Webmaster shall oversee and monitor all of the Corporation’s technology needs and initiatives, including managing the affairs and duties of the Web Team Committee.
(g) Social Director. The Social Director shall coordinate all Corporation-sponsored parties. Corporation-sponsored parties shall be hosted, at a minimum, for each seasonal ultimate or goaltimate league and each Corporation-sponsored Tournament. The Social Director shall consult with the Treasurer to ensure that Corporation-sponsored events are free to registered Members of the Corporation. When an ultimate and goaltimate league season overlaps, the Social Director is authorized to host one party for Members of both leagues.
Section 7. Attendance. Attendance by Directors at regularly scheduled meetings of the Board of Directors is required. Any Officer who shall miss more than four consecutive regular meetings shall be automatically removed as a Director. Provided, however, the Board of Directors, by consent of three-fourths of the Directors, may waive automatic removal as provided by this Section.
Section 8. Committees.
(a) The Board of Directors may establish one or more committees, which may include one or more Directors or one or more Members of the Corporation. Any such committee shall provide recommendations for action to be approved by the Board of Directors. The designation and appointment of any such committee and the delegation of authority thereto shall not operate to relieve the Board of Directors or any Officer of any responsibility imposed by law, these Bylaws, or the Corporation’s Articles of Incorporation.
(b) Except as otherwise provided in these Bylaws, the President shall appoint members of committees. Except as otherwise provided in these Bylaws, upon approval of the members of a committee the President shall designate one such member the Chairperson. The Chairperson shall bear primary responsibility for reporting on activities of the committee to the Board of Directors. The Board of Directors, by majority vote, may override the appointment of any candidate to a committee or to serve as a Chairperson.
(c) The following permanent committees are hereby established:
i. The Executive Committee. The Corporation shall have an Executive
Committee consisting of the President, the Treasurer, the Secretary, the Ultimate Director and the Goaltimate Director. The Executive Committee shall have the power to act on any matter not requiring approval by the full Board of Directors and such other powers and duties provided for in these Bylaws. The Chairperson of the Executive Committee shall be the President of the Board of Directors.
ii. The Web Team Committee. The Web Team Committee shall assist the Webmaster in fulfilling the technological needs of the Corporation. The Chairperson of the Web Team Committee shall be the Webmaster.
iii. The Ultimate Committee. The Ultimate Committee shall assist the Ultimate Director in planning and organizing the Corporation’s seasonal ultimate leagues. The Chairperson of the Ultimate Committee shall be the Ultimate Director.
iv. The Goaltimate Committee. The Goaltimate Committee shall assist the Goaltimate Director in planning and organizing the Corporation’s seasonal goaltimate leagues. The Chairperson of the Goaltimate Committee shall be the Goaltimate Director.
v. The Elections Committee. The Elections Committee shall assist the Corporation in electing the Board of Directors pursuant to the procedures set forth in Section IV of Article IV. Each member of the Executive Committee shall appoint a Member of the Corporation to serve on the Elections Committee for a period of one year. Members of the Elections Committee shall not be a current Director or a Director during the immediate preceding five years. Members of the Elections Committee are not eligible to run in an election occurring during their term of service on the Elections Committee. The Member of the Corporation appointed by the President of the Board of Directors shall serve as the Chairperson of the Elections Committee. There is no limit on the number of terms a member of the Elections Committee may serve. A Member of the Elections Committee may be removed for good cause upon a majority vote of the then-sitting Board of Directors.
(d) Nothing in subsection (c) is intended to limit the power of the President or the Board of Directors to form other committees.
Section 9. Removal.
At any meeting of the Board of Directors, for which notice of such purpose has been given, any Director may be removed from the Board of Directors by a two-thirds majority vote of the Directors then present. Provided, however, the Director subject to the removal shall not be entitled to vote for or against his or her own removal.
Section 10. Meetings; Decision Making; Quorum.
(a) The Board of Directors may hold meetings, both regular and special, either electronically or in person within the State of Georgia.
(b) The Board of Directors shall hold regular meetings at least four times a year at such time and place and in such manner as may be determined by the Executive Committee. All Members of the Corporation are entitled to notice and opportunity to be heard at regular meetings. The Secretary shall be responsible for publishing notice of such meetings and arranging for an opportunity for interested Members to meaningfully participate in such meetings. The purpose of a regular meeting need not be stated. Special Meetings may be called by the President or by any three Directors. Written notice of the time and place of all such meetings shall be provided by personal e-mail to each Director at least seven calendar days before such meeting is held. The purpose of any Special Meeting shall be provided in the notice to the Directors.
(c) Quorum. At all meetings of the Board of Directors, the presence of a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any such meeting shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, these Bylaws, or the Corporation’s Articles of Incorporation. Provided, however, at least one Director serving on the Executive Committee shall be present at all regular and special meetings to satisfy the quorum requirement. A Director not present at a meeting may, upon written notice in advance of the meeting, give his or her electoral proxy to any other Director.
Section 11. Compensation and Expenses.
(a) Except as otherwise provided for in this Section, Directors shall receive no compensation for their services, but may be reimbursed for their out-of-pocket expenses incurred in carrying out the Corporation’s business and affairs.
(b) Directors shall be exempt from paying dues for any recurring Ultimate or Goaltimate seasonal leagues commencing during the course of such Director’s term.
(c) Upon unanimous vote of the then-sitting Directors, any past member of the Board of Directors may be honored as a Director Emeritus and shall be exempt from paying dues for any recurring Ultimate or Goaltimate seasonal league for the duration of his or her life.
(d) Nothing in this Section is intended to limit the power of the Board of Directors to exempt certain Members of the Corporation from paying dues in circumstances the Board of Directors deems appropriate.
Section 12. Action by Written Consent. Any action required to be or which may be taken by the Board of Directors or any Committee of the Board of Directors may be taken without a meeting if the required number of Directors consent to such action in a writing setting forth the action so taken, and the writing is filed with the minutes of the proceedings of Board of Directors. Such consent shall have the same force and effect as a vote taken at a meeting.
Section 13. Conference Telephone Meeting. Directors may participate in Board of Directors meetings by means of conference telephone or similar communications equipment whereby all persons participating in the meeting simultaneously can hear each other. Participation in the meeting by such means shall constitute presence in person at the meeting.
Section 14. Means of Communication, Publication, Providing Notice. Except as otherwise provided by law, these Bylaws, or the Corporation’s Articles of Incorporation, a Director may fulfill his or her duties of publication, notice, or any other duty to communicate with the Members of the Corporation or the Directors by personal e-mail, by posting the information on the Corporation’s website, or by any other means reasonably calculated to put the Members of the Corporation or the Directors on notice of the proposed action.
Section 1. Members. As of any given date, a Member of the Corporation is any person who has paid dues (or has participated in, but had such dues waived) for any of the following: (a) one of the Corporation’s seasonal leagues during the current fiscal year; or (b) one of the Corporation’s seasonal leagues during the immediate preceding fiscal year. The Board of Directors shall be responsible for maintaining the Corporation’s current membership list. All Directors are Members of the Corporation during his or her term of Office.
Section 2. Benefits. Members are entitled to meaningfully participate in all Board of Directors regular meetings and to nominate candidates for the position of Director in accordance with Article IV. Members shall be eligible to attend Regular Board of Directors meetings and attend all Corporation-sponsored parties.
Section 3. Payment of Dues and Fees. The Board of Directors may require the payment by Members of dues and fees at such reasonable levels and amounts as the Board of Directors may determine as a requisite to participation in Corporation-sponsored leagues, events and activities. The Board of Directors may bar any person from participating in a Corporation-sponsored league, event or party if such person is not current in dues or fees.
Section 4. Expulsion, Suspension or Termination of Members. Any Member of the Corporation may be expelled, suspended or terminated as a Member of the Corporation by the Board of Directors upon its own motion or upon the receipt of a written complaint signed by another Member of the Corporation and removal thereafter by majority vote of the Board of Directors. No Member may be so expelled, suspended or terminated unless he or she has been given written notice of the Board of Directors meeting for which the complaint will be reviewed and a meaningful opportunity to be heard. Such notice shall include the reason(s) for such proposed expulsion, suspension or termination and be provided at least seven calendar days in advance of the Board of Directors meeting at which such action is to be considered. Such notice shall be provided by the Secretary of the Board of Directors. Any expulsion, suspension or termination shall become effective five days after the meeting at which such action is taken.
Loans, Deposits, etc.
Section 1. Loans and Advances. To the extent permitted by law, and upon the approval of the Board of Directors, the President, acting jointly with the Treasurer, may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans or advances that may be made, may execute and deliver promissory notes or other obligations of the Corporation, and may pledge, hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.
Section 2. Bank Accounts. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by the Treasurer or such other officer or agent of the Corporation to whom such power may be delegated by the Board of Directors. For the purpose of such deposits, any officer, agent or employee of the Corporation to whom such power is delegated by the Board of Directors may endorse, assign and deliver checks, drafts and other orders for the payment that are payable to the order of the Corporation.
Fiscal Year and Finances
Section 1. Fiscal Year. The Corporation’s fiscal year shall begin on January 1 of each year and shall end on the following December 31.
Section 2. Budget. During November and December of each fiscal year the Treasurer, in consultation with the Board of Directors, shall prepare a budget for the upcoming fiscal year. The Treasurer shall present the budget at the first annual Board of Directors meeting for approval.
Section 3. Payment of Costs and Expenses. The Treasurer shall have the authority to pay, without Board of Directors or Executive Committee approval, any cost or expense of the Corporation that is within the budget approved by the Board of Directors for the then-current fiscal year and any non-budgeted cost or expense not exceeding $100. The Treasurer shall have the authority, with approval of the Executive Committee, to pay any non-budgeted cost or expense not exceeding $250. The payment of any non-budgeted cost or expense exceeding $250 shall require approval of the Board of Directors. In connection with any payment, the Treasurer may require such documentation as he or she deems necessary in order to substantiate the cost or expense for which such payment is to be made.
Officers of the Board of Directors and other agents of the Corporation shall be entitled to the broadest indemnification authorized and permitted by Part 5, Section 14-3-850, et seq., of the Georgia Nonprofit Corporation Code, or any act amending, supplementing or substituting therefor, which provisions are incorporated into these Bylaws by this reference. The Corporation may purchase directors’ and officers’ liability insurance in such amount as the Board of Directors deems advisable.
Distribution of Assets Upon Dissolution
If the Corporation is dissolved, all assets, funds and proceeds of the Corporation, after the payment of all debts, obligations, charges and accounts of the Corporation shall be distributed for charitable, scientific, literary, educational or public purposes as provided in the Articles of Incorporation. Assets held by the Corporation upon condition requiring return, transfer or conveyance to a particular person or entity upon the Corporation’s dissolution shall be returned, transferred or conveyed in accordance with such requirements.
These Bylaws may be amended, altered or repealed, in whole or in part, at any regular or special meeting of the Board of Directors upon a majority vote of the Board of Directors.
Any Directors or other officers or agents of the Corporation to whom such authority may be delegated by the Board of Directors may accept on behalf of the Corporation any contribution, gift, grant, donation or bequest for general purposes or for any special or restricted purpose(s) not inconsistent with the tax-exempt purposes of the Corporation.
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