LUYAA CONSTITUTION AND BYLAWS

Amended June 2006

ARTICLE I - NAME

The name of the Corporation shall be the LINGANORE URBANA YOUTH ATHLETIC ASSOCIATION, INC., hereinafter referred to as the "Corporation".

ARTICLE II - PURPOSE

2.01 - To organize and promote athletic and recreational programs on intramural and competitive levels on the basis of good sportsmanship and fair play; these standards are to be observed at all times.

2.02 - To offer those programs to all interested youth in the Linganore and Urbana High School districts; any exceptions to be made at the discretion of the Board of Directors.

2.03 - To teach youngsters, through participation, the fundamentals and principles of sports.

2.04 - To take into consideration, first and foremost, the health, welfare and ability of each individual participant.

2.05 - To raise, receive, invest and disburse funds and hold property for the purpose of the Corporation; no part of the income or assets of the not-for-profit corporation shall inure to the benefit of any private individual or member.

ARTICLE III - MEMBERS

3.01 - Membership: Membership of the Corporation shall be open to 1) the parents or legal guardians of participants in Corporation activities; and 2) other interested persons 18 years of age or older.

3.02 - Fees: Annual membership fee (to expire December 31 of each year) shall be $15.00 and entities bearer to 1) one vote in general membership meeting proceedings of the organization; and 2) eligibility for members' children to participate in activities of the organization. If the board of directors deems it necessary to change the annual membership fee, it may do so by 1/3 majority vote of the total board at a regular or special board meeting.

Charter membership shall be $25.00, expiring June 30, 1979. It shall entitle that member the distinction of being one of the main and distinct founders of the Corporation and shall, in no way, entitle such member to life membership or any other special privileges.

More than one membership per family will be authorized.

Additional fees per activity may be assessed as deemed appropriate by the Board of Directors.

Activity fees for the children of: Officers of LUYAA, Members of the Board of Directors, Sport Commissioners, and other as approved by the Board of Directors, will be waived in Lieu of time provided to the organization.

3.03 - Vote: Each paid membership shall entitle bearer to one vote in general membership-meeting proceedings. In the event membership is taken out in the name of Mr. and Mrs., one or the other may exercise one vote.

ARTICLE IV - BOARD OF DIRECTORS

4.01 - Number: The Board of Directors of the Corporation shall consist of eleven (11 members elected by the general membership. Any change in number of the Board of Directors must be decided by a majority vote of the general membership.

4.02 - Term: The Board of Directors shall be elected for a term of eighteen months.

4.03 - Nominations: Nominations to the Board of Directors will be made by a nomination committee to be appointed by the existing Board of Directors.

4.04 - Vacancies: Any vacancy in the Board of Directors may be filled for the unexpired term by a two-thirds approval of the remaining Board of Directors.

4.05 - Election:
a). The members of the Board of Directors shall be elected by the general membership at the annual meeting by a majority vote. Each Director shall hold office until his/her term expires and until his/her successor shall have been duly chosen and qualified, or until he/she shall have resigned, or shall have been removed in the manner provided herein.

Candidates who run for election to the Board of Directors MUST submit the following at least 30 days prior to the date of the election:

Name
Address
Occupational and Education History
A brief statement why the candidate is interested in serving.

Candidates may also be asked to answer additional specific questions concerning issues which the Association is or may be facing.  The questions, if any, will be published at least 60 days before the date of the semi-annual meeting.

b) To qualify to run for election to the Board of Directors, a candidate must be a Member in Good Standing with the Association.

4.06 - Powers: The business of the Corporation shall be conducted by and managed by its Board of Directors, which may exercise all of the powers of the Corporation except as are by statute, by the charter, or by the Constitution and By-laws, conferred upon or reserved to the members. The Board of Directors shall keep full and fair accounts of its transactions.

4.07 - Meetings: The Board of Directors shall meet as soon as possible following the annual meeting to elect officers. The Board of Directors shall meet once a month, at a time and place as designated by the President. Special meetings of the Board of Directors may be called at any time by the President or a Board member that shows just cause for such meeting and has support of a majority of the existing directors.

4.08 - Notice of Meetings: Except as provided in Article 4.07, notice of the place, day and hour of every regular and special meeting shall be given to such directors three days or more in advance of the meeting by delivering to him/her personally. or by sending the same to him/her by telephone, or by leaving the same at his/her residence or usual place of business, or in the alternative by mailing such notice seven days or more before the meeting, postage prepaid, and addressed to him/her his/her last known post office address, according to the records of the Corporation, unless required by resolution of the Board of Directors. Notice may be waived by any director. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to reconvene at the same, or some other place and no notice need be given of any such adjourned meeting other than by announcement.

4.09 - Quorum: The number of Directors who shall be present at any meeting in order to constitute a quorum for the transaction of business or any specified item of business shall be at least a simple majority of all of the elected Directors then in number. The number of votes of elected directors that shall be necessary for the transaction of any business at any meetings of the Directors shall be a simple majority of those present.

4.10 - Compensation: Director fees and expenses of attendance, if any, may not be allowed to Directors for attendance at each regular or special meeting of the Board of Directors, and Directors as such shall not receive any other compensation for their services except as may be authorized or permitted by a vote of the Board of Directors.

4.11 - Liability: Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator, or intestate, is or was a Director or Officer of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney's fees, actually and necessarily incurred by hire in connection with any defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or Officer is liable for misconduct in the performance of his/her duties.

4.12 - Removal: Any member of the Board of Directors missing three consecutive meetings without valid reason shall have his membership reviewed by a committee. This committee shall be appointed by the President for the purpose of reviewing delinquent attendance and making recommendations to the Board of Directors for replacement of such member(s) if deemed necessary.

ARTICLE V - OFFICERS

5.01 - Executive Officers: The Board of Directors shall choose a President and Vice President from among the Board members, and a secretary and treasurer who need not be directors. Any vacancy in any of the above offices may be filled for the unexpired term by two-thirds approval of the Board of Directors at any regular or special meeting.

5.01/A - Term of Executive Officers: The term of office of the President of the Board of Directors shall be one year from the date of the semi-annual meeting at which he/she is elected. Should the term of the President of the Board of Directors expire before his/her term in the presidency of the Board of Directors expire, a new President will be elected by the Board of Directors. The terms of office of the remaining Executive Officers will be concurrent with the term of the President. (Whenever a President is elected, an entire new slate of Executive Officers will be elected.)

5.02 - President: The President shall preside at all meetings of the members and the Board of Directors at which he/she shall be present. He/she shall have general charge and supervision of the business of the Corporation. The President may sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments, except in case in which the signing thereof shall have been expressly delegated to some other Officer or agent of the Corporation. He/she shall perform all duties incident to the office of President of the Corporation, and such other duties as from time to time may be assigned to him/her by the Board of Directors.

5.03 - Vice-President: The Vice-President, at the request of the President, or in his/her absence, or during his/her inability to act, shall perform the duties and exercise the functions of the President, and when so acting, shall have the powers of the President. The Vice-President shall have such other powers and perform such other duties from time to time as may be assigned to him/her by the Board of Directors or the President.

5.04 - Secretary: The secretary shall keep the minutes of the meetings of the members and of the Board of Directors in books provided for that purpose. The secretary shall see that all notices are duly given in accordance with the provisions of these By-laws or as required by law. The secretary shall be custodian of the records of the Corporation. The secretary shall see that the Corporation seal is affixed to all documents, the execution of which on behalf of the Corporation, under its seal, is duly authorized, and when so affixed may attest the same, and in general, shall perform all duties incident to the Office of Secretary of a Corporation and such other duties as may from time to time be assigned to him/her by the Board of Directors or the President.

5.05 - Treasurer: The treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the Corporation, and shall deposit or cause to be deposited in the name of the Corporation, all monies or other valuable effects in such bank, trust company or other depositories as shall from time to time be selected by the Board of Directors. He/she shall render to the President and to the Board of Directors whenever required or requested an account of the financial condition of the Corporation, and in general he/she shall perform all duties incident to the Office of the Treasurer of a Corporation, and such other duties as from time to time may be assigned to him/her by the Board of Directors or the President.

5.06 - Committees: The Board of Directors may from time to time appoint such committees, as it may deem desirable. Each such committee shall hold office for such period and perform such duties as the Board of Directors or President may prescribe. The Board of Directors may also from time to time authorize any committee to appoint and remove subcommittees and prescribe the duties thereof.

5.07 -- Removal: Any officer of the Corporation may be removed with cause by a vote of two-thirds of the entire Board of Directors at a meeting called for that purpose.

ARTICLE VI - MEETINGS

6.01 - Semi-Annual Meetings: The Corporation shall hold semi-annually a special meeting of the members for the election of Directors and for the transaction of general business on the first Thursday in the months of June and December each year, if not a legal holiday. In such case, the meeting will be held the second Thursday in the month of June or December. Such meetings shall be a general meeting that is to say, open for the transaction of any business within the powers of the Corporation. Public written notice of semi-annual meetings shall be tendered not less than fifteen days prior to the date of the annual meeting. Annual meetings shall be open to all members and general public, and shall be advertised as such.

6.02 - Special Meetings: At any time in the interval between semi-annual meetings,

special meetings of the members may be called by the majority of the Board of Directors. Public notice of such a meeting shall be given as expediently as possible.

ARTICLE VII - VOTING

7.01 - Ballots: For the purpose of electing Directors, secret ballots will be used.

For the purpose of conducting general business at the annual meeting or a special meeting of the general membership, a count of valid memberships will be administered.

7.02 - Quorum Members: The number of votes of members shall be necessary for the transaction of business or of any specified item of business at any meeting of the members, including amendments to the articles of incorporation, Constitution and By-laws, or the giving of any consent, shall be equal to at least a simple majority of the currently paid-up members present. The Board of Directors may not overturn the decisions of the general membership.

ARTICLE VIII - FINANCES

8.01 - Checks. Drafts etc: All checks, drafts and orders for the payment of money, notes, and other evidence of indebtedness issued in the name of the Corporation shall, unless otherwise provided by resolution of the Board of Directors, be countersigned by such officers or Board Members as the Board may direct.

8.02 - Annual Reports: A full and true statement of the affairs of the Corporation shall be submitted at the annual meeting of the members and recorded in the minutes of that meeting. Such statement shall be prepared by the President of the Corporation.

8.03 - Fiscal year: The fiscal year of the Corporation shall be from July 1 through June 30, unless otherwise provided by the Board of Directors.

8.04 - Seal: The Board of Directors shall provide a suitable seal bearing the name of the Corporation, which shall be in charge of the secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

8.05 - Bond: The Board of Directors may require any officer, agent or employee of the Corporation to give bond to the Corporation, conditioned upon the faithful discharge of his duties, with one or more sureties and in such amounts as may be satisfactory to the Board of Directors.

ARTICLE IX - STAFF

9.01 - Permanent Staff Positions: The following permanent staff positions will be appointed by the President and confirmed by a simple majority of the Board and will serve until the election of a new President or removal by the Board.

9.01/A - Athletic Director: Whose responsibility it will be to enforce the policies and procedures of the organization as approved or amended by the Board of Directors. The Athletic Director is the liaison between the sports programs and the Board of Directors. The primary function of this position will be to solve concerns and complaints before they come to the Board of Directors. The athletic director, along with the Ambassador to the Board of Education (See §9.01F), will also be responsible for the coordination and use of facilities, including signing facility request forms and acting as liaison. The Athletic Director will assist commissioners with education and training for all coaches.

9.01/B - Sport Commissioners: The sport commissioner will be responsible for all aspects of their sport, including: budget, planning, coordination, field allocation, daily operation, and completion of the program that they are in charge of. Sport commissioners are responsible for enforcing all policies and procedures, approved or amended by the Board of Directors. The sport commissioner will appoint such temporary staff as necessary to implement, operate and administer individual season programs. The appointment of coordinators and all head coaches and coordinators must be approved by a simple majority of the Board of Directors and automatically expires with the completion of the duties of the particular season. The sport commissioner will also be responsible for maintaining an inventory of all athletic equipment and uniforms used by their sport and procurement of such new equipment and uniforms as approved by the Board of Directors in operating budgets. Inventory of equipment must be presented to the Board of Directors prior to and at of the completion of each season. The term of the sport commissioner will continue until a letter of resignation is accepted, or is voted out of office by a simple majority of the Board of Directors.

9.01/C - Director of Membership/Registration: Whose duty it will be to conduct registration for all programs, collect all applicable fees or refer delinquent parties to the Board of Directors for action or exemption, disseminate the information acquired at registration to the staff directors and to the Board of Directors, maintain a current roster of all paid members of the organization to include name, address, phone number and names and ages of all children in the family, and collect membership fees.

9.0l/D - Director of Fund Raising: Whose responsibility it will be to establish, coordinate, promote and administer all fund raising activities to benefit the organization, to manage fund raising account. Activities must be approved by the Board of Directors. Also, solicitation of donations from business and service organizations within the Linganore/Urbana area. This position may be provided by each sport or through the entire organization

9.01/E - Director of Concession Operations: Administration of operation of concessions at all LUYAA events. This administration includes purchase and distribution of product inventories and maintenance of financial accounts and funds generated by and necessary to the concession operation. This position may be provided by each sport, or through the entire organization.

9.0l/F - Ambassador to the Board of Education: Whose responsibility it is to represent the organization and the Board of Directors to the Frederick County Board of Education, especially in regards to the use of facilities.

9.01/G - Director of Public Relations and Publicity: Whose responsibility it is to promote the organization, see that a newsletter is published and distributed at a minimum of 3 time per year, represent the organization to outside groups and generally see that publicity favorable to LUYAA is made known to the members and the general public.

9.02 - Temporary Staff: The President of the Board of Directors or a simple majority of the Board may create and appoint any temporary staff positions they see fit. These temporary positions will expire at the annual meeting unless re-appointed by subsequent Board or President.

9.03 - Selection: All staff positions will be open to all qualified individuals. Application for any staff positions may be made by presenting a resume of qualifications and past experience to the President of the Board of Directors or to the athletic director for consideration.

9.04 - Removal: Any staff member permanent or temporary, whether appointed by the Board, the President, any permanent or temporary staff director and whether or not confirmed by the Board can be removed with cause, by a two-thirds vote of the Board of Directors at a special meeting called for that purpose by vote of simple majority of the Board of Directors or by petition signed by fifty paid members.

ARTICLE X - PARLIAMENTARY PROCEDURE

"Roberts Rules of Order" shall be the procedure on all matters for the proper conduct and order of business at any and all meetings.

ARTICLE XI - AGENDA

The agenda for all meetings, unless otherwise stated prior to that meeting shall be as follows:

- Call to order by presiding officer

- Roll Call (for Board meetings only)

- Reading of minutes

- Treasurer’s report

- Reports of Committees

- Old business

- New business

- Announcements

- Adjournment

ARTICLE XII - AMENDMENTS

Any and all provisions of this Constitution and By-laws may be altered or repealed by a two-thirds vote of the members present and new By-laws adopted by a two-thirds vote of the members present at any annual meeting of the members, or at a special meeting called for that purpose. No proposition to amend shall be acted upon unless written notice fully describing the proposed amendment is given to all members of the Association at least thirty (30) days prior to the annual meeting or special meeting called for that purpose where the vote is to be taken.
 

ARTICLE XIII - MISCELLANEOUS PROVISIONS

13.01 - Internal Financial Audit: A committee of three members at large and/or a professional auditing firm shall be appointed each year by the President to examine and otherwise audit all of the financial records and transactions during the preceding fiscal year. This audit shall be conducted subsequent to the date on which the preceding fiscal year ended, and prior to the annual meeting scheduled during the month of June, and shall include review of the tax information and/or other returns and reports prepared by the Treasurer for such year just ended. The audit committee shall render an oral and written report on the results and findings of their examination and review to the members present at such meeting during June of each year. The written report of the audit committee shall be added, along with any appropriate comments, etc., to the official minutes of such meeting by the secretary.

13.02 - Dissolution of Corporation: In the event of the dissolution of the Corporation for any reason and by any means, all assets or other property shall be deeded to, or otherwise transferred to, in equal shares, Linganore and Urbana High Schools, and their feeder schools without any charge whatsoever or of any kind, for use by these schools for athletic and recreational programs.

Should such an occasion present itself, it shall be the duty of the then currently presiding Officers of the Corporation to appoint, from among their group, a committee of no less than three persons to meet with the principals of those schools involved or their duly authorized representatives and to arrange for the necessary details, to their satisfaction, for the manner and time in which the assets and other property of the Corporation shall be freely distributed to those schools for the use and purposes as described and provided for previously in this section.

APPROVED, by the Board of Directors of the LINGANORE URBANA YOUTH ATHLETIC ASSOCIATION, INC. in a semi-annual general membership meeting this this Seventh day of December, 2006. This document supersedes all previous ones.