BY-LAWS OF

LYNNFIELD YOUTH SPORTS PROGRAM, INC.

 

 

ARTICLE I – NAME

 

The name of this organization shall be Lynnfield Youth Sports Program, Inc.

 

ARTICLE II – PURPOSE

 

Section 1.           Said corporation/organization is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

Section 2.           No part of the net earnings of the corporation/organization shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation/organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of section 501(c)(3) purposes.  No substantial part of the activities of the corporation/organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation/organization 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.

 

Section 3.           Notwithstanding any other provision of these articles, the corporation/organization shall not carry on any other activities not permitted to be carried on (a) by a corporation/organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation/organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

Section 4.           Upon the dissolution of this corporation/organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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.

 

Section 5.           To foster and encourage the young men and women of Lynnfield to engage in sporting activities.  To help and voluntarily assist players in developing qualities of citizenship, sportsmanship and adulthood.

 

Section 6.           To promote, foster and encourage interest in sports and other athletic activities; to acquire personal property as may be necessary; to do all things permitted by the general laws.

ARTICLE III – MEMBERSHIP

 

Membership in this organization shall be open to all persons who currently coach or manage a team in a league operated by Lynnfield Youth Sports Program, Inc., or any person sincerely interested in furthering the objectives of this Corporation, upon approval by majority vote of the Board of Directors.

 

ARTICLE IV – BOARD OF DIRECTORS

 

Section 1.           The property, affairs and business of the Corporation shall be managed and conducted by its Board of Directors, which shall consist of no less than five (5) nor more than nine (9) in number and who shall be members.   The Board of Directors shall be elected by the incorporators at the meeting for incorporation and thereafter by majority vote of the membership at their annual meeting.  The Board of Directors shall hold office for a term of one year and thereafter or until their successors are elected and qualified.

 

Section 2.           Regular meetings of the Board of Directors may be held at such places within the Commonwealth and at such times as the Board may, by vote from time to time determine.   A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of the members.

 

Section 3.           A majority of the Board of Directors shall constitute a quorum for the transaction of business, but a less number may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.  At meetings of the Board of Directors an affirmative vote of not less than a majority of the directors shall be necessary to pass any motion, except a vote to adjourn when no quorum is present as herein before provided.

 

Section 4.           Whenever a vacancy occurs in the Board of Directors, through death, resignation or any other cause, such vacancy shall be filled by appointment by the Board of Directors, and such successor shall hold office for the unexpired term of the Director whose place is vacant and until his successor shall have been duly elected and qualified.

 

Section 5.           Any individual who is actively serving a suspension or probationary period imposed by Lynnfield Youth Sports Program, Inc. for a violation of the organization’s Code of Conduct shall be ineligible to be nominated for, appointed to, or serve on the Board of Directors.

An individual shall be considered “actively serving” discipline for the full duration of any suspension or probationary period as defined in the terms of the disciplinary action.

 

ARTICLE V – OFFICERS

 

The officers of the Corporation shall be a President, Vice President, Treasurer and Clerk, who shall be elected by a majority vote of the Board of Directors at the first meeting of the Board after the annual meeting of members; except that the first officers shall be elected by the incorporators.  All of said officers shall hold office for a term of one (1) year and thereafter or until their successors are elected and qualified.  Where there shall be a vacancy occur in any of the above offices for any reason, the Board of Directors at a regular or special meeting may fill said office for the unexpired portion of the term of said office.  The officers shall be elected from those who serve on the Board of Directors.

 

The President shall preside at all meetings of the members and the Board of Directors and shall perform any other duties delegated to him/her by the Board of Directors.

 

The Vice President shall, in the absence of the President, preside at all meetings of the members and the Board of Directors and shall perform any other duties delegated to him/her by the Board of Directors.

 

The Treasurer shall keep an accurate record of the receipts and expenditures of the organization, shall be the custodian of all funds of the organization, and shall disburse said funds by check or otherwise, signed by such person or persons as the Board of Directors may direct.

 

The Clerk shall keep a record of all the meetings of the organization and the Board of Directors, and perform all other duties incidental to his/her office.

 

The Assistant Clerk shall, in the absence of the Clerk, keep a record of all the meetings of the organization and the Board of Directors, and perform all other duties incidental to his/her office.

 

ARTICLE VI – SIGNATURE

 

Section 1.           All checks drawn against the organization’s checking accounts shall be signed by either the President or the Treasurer or by such other person as the Board of Directors may from time to time determine.  All funds of the organization shall be deposited, as received, in the organization’s checking account with such bank or banks as the Board of Directors may from time to time determine.

 

Section 2.           Deeds, mortgages, leases and formal contracts shall be signed by the President and the Treasurer or by such persons as the Board of Directors may from time to time determine.

 

ARTICLE VII – MEETINGS

 

There shall be an annual meeting of the members of the organization in June each year at a place determined by the Board of Directors.  Also, the President may call a special meeting of the organization at any time by giving notice to all members.

 

ARTICLE VIII – COMMITTEES

 

The President shall appoint, subject to approval of the Board of Directors, from the membership, any committees deemed necessary by the President of which at least one (1) member shall be a member of the Board of Directors.

 

The function of these committees shall be to operate the league described by each name under rules and regulations which may be determined by the Board of Directors.  The President may also appoint any other committees which he shall deem necessary to fulfill the purposes of the organization.

 

ARTICLE IX – AMENDMENTS

 

These By-Laws may be amended by a majority vote of the members present at an annual meeting or by a two-thirds vote of the Board of Directors at a regular or special meetings provided notice of the proposed amendment has been submitted to the President and the Clerk in writing at least ten (10) days prior to any such meeting and the proposed amendment is included in the notice for said meeting.

 

ARTICLE X – FISCAL YEAR

 

The fiscal year of the corporation shall be the last day of the month of June.

 

ARTICLE XI – WHISTLEBLOWER POLICY

 

The corporation/organization requires directors, officers and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities and practice honesty and integrity in fulfilling those responsibilities.  This Whistleblower Policy is intended to encourage and enable volunteers and others to raise serious concerns internally so that the corporation/organization can address and correct inappropriate conduct and actions.  It is the responsibility of all board members, officers, and volunteers to report concerns about ethical violations or suspected violations of law or regulations that govern the corporation’s/organization’s operations.  It is contrary to the values of the corporation/organization for anyone to retaliate against any board member, officer, or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of the corporation/organization.

 

ARTICLE XII - CONFLICTS OF INTEREST

 

Section 1.           The purpose of the conflict of interest policy is to protect this tax-exempt organization’s

interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation/organization.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

 

Section 2.           Any officer or director who has a direct or indirect financial interest, through business, investment or family, in any entity with which the corporation/organization has a transaction or arrangement, is deemed an “interested person.”  A financial interest is not necessarily a conflict of interest, but may be deemed as such by majority vote of the Board of Directors.  In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors considering the proposed transaction or arrangement.

 

ARTICLE XIII – INDEMNIFICATION

 

Section 1.           The corporation/organization shall, to the extent that the status of the corporation as an organization exempt under the Internal Revenue Code is not affected thereby and to the extent legally permissible, indemnify each of its current and former Directors, Officers, coaches, and any other position which is appointed by the Board of Directors to carry out any function of the organization (each, an “Indemnitee”), against all expenses and liabilities, including reasonable counsel fees, incurred by or imposed upon the Indemnitee in connection with any claim, action, suit, or other proceeding or investigation, whether civil or criminal and including appeals, in which the Indemnitee may become involved, by reason of his or her having acted on behalf of the organization in any activity authorized by the corporation/organization.  Such indemnification shall include payment by the corporation/ organization of reasonable expenses incurred in defending a proceeding, upon receipt of an understanding by the Indemnitee to repay such payment if he or she shall be adjudicated not to have acted in good faith and in the reasonable belief that his or her action was in the best interest of the corporation/organization.  The Indemnitee shall, as a condition precedent to the Indemnitee’s right to be indemnified hereunder, give to the organization written notice as soon as practicable of any set of facts for which indemnity could or will be sought pursuant to this Article.

 

Section 2.           The Board may, by general vote or by vote pertaining to a specific agent or class thereof, authorize indemnification of the corporation’s/organization’s agents, other than those persons included above as Indemnitees, to whatever extent the Board may determine.  As used herein, the term “Indemnitee” shall include all persons for whom the Board so authorizes indemnification, subject to the specific terms of such authorization.

 

Section 3.           The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any Indemnitee may be entitled while holding office, and shall continue as to a person who was ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of his or her heirs, executors and administrators.  All rights to indemnification under this Article shall be deemed to be in the nature of a contractual obligation of the organization bargained for by each Indemnitee who serves in such capacity at any time while these By-laws and other relevant provisions of law are in effect.  No repeal or modification of these By-laws shall adversely affect any such rights or obligations then existing with respect to any facts then or until that time existing, or any Proceeding until that time or thereafter brought based in whole or in part upon any such facts.  The corporation/organization shall also indemnify any Indemnitee for reasonable attorney’s fees, costs and expenses in connection with the successful enforcement of the Indemnitee’s right under this Article.

 

Section 4.           The Board may authorize the purchase and maintenance of insurance in such amounts as the Board may from time to time deem appropriate, on behalf of any person who is or was an Indemnitee, against any liability incurred by such Indemnitee in any such capacity, or arising out of such person’s status as Indemnitee, whether or not such person is entitled to indemnification by the organization pursuant to this Article or otherwise and whether or not the organization would have the power to indemnify the person against such liability.