1. Preamble - These are the bylaws of Gulf Coast Regional Volleyball Association, Inc., hereinafter called the "Association,"a non-profit corporation, organized and existing under the laws of the State of Alabama pursuant to the provisions of the Alabama Nonprofit Corporation Act,10-3A-1 to 10-3A-225 CODE OF ALABAMA 1975, hereinafter sometimes referred to as the Nonprofit Corporation Act.
2. Principal Office - The principal office of the Association shall be at 617 Wedgewood Drive, Gulf Shores, Alabama, 36542, or at such other place within or without the State of Alabama's may be subsequently designated by the Board of Directors. All books and records of the Association shall be kept at its principal office, wherever that may be from time to time.
3. Fiscal Year - The fiscal year of the Association shall be the calendar year.
4. Corporate Seal - The seal of the Association shall bear the name of the corporation, with the word "Alabama," the words "Nonprofit Corporation" and the year in which the Association, was incorporated.
5. Definitions - All terms defined in the Nonprofit Corporation Act are incorporated herein by reference.
6. Non-Voting Members - Every person who is registered member, player or coach of USA Volleyball, who is in good standing with USA Volleyball and this Association and who resides within the Association's assigned USA Volleyball geographical area is a member of the Association. Such persons are members of this Association and may attend all meetings of the members or directors (except telephonic or electronic meetings) but shall not be entitled to vote at any such meetings.
7. Voting Members - The voting members of the corporation shall consist of the at-large representatives (discussed in the next succeeding paragraph) and those volleyball clubs whose headquarters are located within the corporation's authorized USA Volleyball area which are registered with, affiliated with and sanctioned by USA Volleyball as official USA Volleyball clubs. Each active member club in good standing shall be entitled to one vote at all meetings of the members. No volleyball club shall be a voting member unless and until it is officially sanctioned as a volleyball club by USA Volleyball.
8. At-Large Representatives - In addition to voting by member clubs, there shall be appointed fromthe individual membership an at-large male player representative, an at-large female player representative and at-large representatives for each of the States of Alabama, Florida and Mississippi, all hereinafter collectively referred to as at-large representatives. Each at-large representative shall be entitled to one vote on all matters which come before the membership. Immediately upon incorporation of the Association the Commissioner shall appoint and shall file with the secretary the initial persons to serve as the five at-large representatives named above, and the persons so named shall serve until the Association's first annual meeting. Thereafter, the at-large representative positions shall be filled by the Commissioner as needed, with the advice and consent of the Board of Directors.
9 . Geographical Area Defined - The geographical area referred to in the immediately preceding paragraph is that area in which the Association is authorized by USA Volleyball to operate, and as of the date of the adoption of these bylaws, is defined as follows:
The State of Mississippi between the Louisiana and Alabama State lines from U.S. Highway 84 South to the Gulf of Mexico;
The State of Alabama between the Mississippi and Florida State lines from U.S. Highway 84 South to the Gulf of Mexico; and
The State of Florida from the Alabama State. line eastward to the time zone dividing line between the Central and Eastern Time Zones at the Appalachicola River, North to the Alabama and Georgia State lines, and South to the Gulf of Mexico.
10. Annual Meetings of the Voting Members and At-Large Representatives - An annual meeting of the voting members and the at-large representatives of the Association shall be held at 10:00 A.M. on the last Saturday in April or the first Saturday in May of each year, if such dates are determined by the board of directors to be feasible, convenient and practical for that year; otherwise, the annual meeting shall be held on the date nearest such dates as may be selected by the board of directors. The meeting shall be held at the corporation's principa place of business or at such other place within or without the State of Alabama as shall be determined by the Board of Directors and properly noticed to the voting members and the at-large representatives. The annual meeting shall be for the purpose of electing directors and transacting any other business which may properly be brought before the meeting.
11. Special Meetings of the Voting Members - Special meetings of the voting members and the at-large representatives shall be held whenever called by the Commissioner or Vice Commissioner, or by a majority of the Board of Directors, and must be called by such officers upon receipt of a written request from voting members and/or at-large representatives entitled to cast twenty percent (20%) or more of the votes of the entire voting membership and at-large representatives. The business conducted at a special meeting shall be limited to that stated in the notice of the meeting.
12. Notice of Meetings of Voting Members and At-Larige Representatives - Notice of all meetings of the voting members and at-large representatives stating the time and place and the object for which the meeting is called shall be given by the Secretary or Commissioner or Vice Commissioner unless waived in writing. Written notice by hand or U.S. Mail or E-Mail shall be given to each member at their last post office address or E-Mail address listed with the Association, not less than 10 nor more than 60 days prior to the date of the meeting. An officer of the Association, or the manager or other person providing notice of the Association meeting, shall provide an affidavit to be included in the official records of the Association affirming that the notice was mailed or hand delivered, in accordance with this provision, and the address to which the notice was sent or the address at which it was delivered by hand. Notice of meetings may be waived before or after the meeting by any voting member or at-large representative, in writing.
13. Action by Voting Members Without Meeting - Any action required to be taken at a meeting of the voting members and at-large representatives of the Association may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the voting members or at-large representatives entitled to vote with respect to the subject matter of the action. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with either the Probate Judge of Baldwin County or the Alabama Secretary of State.
14. Quorum at Voting Members' Mee - A quorum shall be deemed present throughout any meeting of the Association if persons entitled to cast fifty percent (50%) of the votes which may be cast for election of members of the board of directors are present in person or by proxy at the beginning of the meeting.
15. Voting at Voting Members' Meetings - In all Association matters, each voting member club of the Association in good standing and each at-large representative in good standing shall be entitled to one vote.
16. Proxies - Votes may be cast in person or by proxy. A proxy may be made by any entity entitled to vote and shall be valid only for the particular meeting designated in the proxy and must be filed with the Secretary before the appointed time of the meeting or any adjournment of the meeting. Every proxy shall be revocable at any time at the pleasure of the entity executing it, but a proxy may not be revoked except by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated or purports or appears in the opinion of the Commissioner to be revocable without notice. A proxy terminates eleven months after its date, unless it specifies a shorter term.
17. Adjourned Meetings - If any meeting of the voting members or at-large representatives cannot be organized because a quorum has not attended, the voting members and at-large representatives who are present, either in person or by proxy, may adjourn the meeting, from time to time, until a quorum is present.
18. The Order of Business - The order of business at annual voting members' and at-large representatives' meetings, and as far as practical, at other voting members' and at-large representatives meetings, shall be:
(a) Calling of the roll and certifying of proxies;
(b) Proof of notice of meeting or waiver of notice;
(c) Reading and disposal of any unapproved minutes;
(d) Reports of Officers;
(e) Reports of Committees;
(f) Appointment of inspectors of election;
(g) Election of Directors;
(h) New business;
(i) Adjournment.
19. Minutes - The minutes of all meetings of the voting members and at-large representatives shall be kept in a book available for inspection by voting members or at-large representatives or their authorized representatives and by board members at any reasonable time. The Association shall retain these minutes for a period of not less than seven (7) years.
20. Directors' Oualifications - All members of the Board of Directors shall be adult persons. The affairs of the Association shall be managed by a Board of not less than three persons, but may be such other, larger number, as may later be provided by amendment to these bylaws.
21. Election of Directors - Elections of directors shall be conducted in the following manner:
(a) Election of Directors shall be held at the annual members' meeting.
(b) Not less than thirty days prior to the date notice of the annual meeting is mailed the Board of Directors shall appoint a nominating committee of not less than three nor more than five voting members and/or at-large representatives. The nomimating committee shall be charged with the duty of nominating persons to serve as directors of the Association for the coming year. Additional nominations may be made by petition signed by forty percent, or more, of the members and at-large representatives, provided that such petition is filed with the Board not less than two weeks prior to the date notice of the meeting is mailed.
(c) The election shall be by ballot (unless dispensed with by the majority consent of the voting members and at-large representatives present or represented at the meeting) and by a majority of the votes cast, each voter being entitled to cast his or her votes for each of as many nominees as there are vacancies to be filled. If there are more than three candidates for a director post and no candidate receives a majority of the votes cast for that post, there shall be a runoff vote between the two candidates who received the most votes. There shall be no cumulative voting.
(d) Vacancies in the Board of Directors occurring between the annual meetings of voting members or at-large representatives shall be filled by majority vote of the remaining directors.
(e) Any director elected by the voting members and at-large representatives may be removed by concurrence of a majority of the vote of all voting members and/or at-large representatives present and voting at any meeting at which the removal of directors may be properly considered. The vacancy in the Board of Directors so created shall be immediately filled by a vote of the remaining directors at the same meeting.
22. Terms of Directors' Service - The normal term of each director's service shall extend until the next annual meeting of the members and subsequently until his or her successor is duly elected and qualified or until he or she is removed in the manner herein provided.
23. First Meetings of Newly Elected Boards - The organization meeting of a newly-elected Board of Directors shall be held on the day of their election at such place and time as shall be fixed by the Directors at the meeting at which they were elected, and no further notice of the organization meeting shall be necessary.
24. Regular Meetings of the Board - Regular meetings of the Board of Directors may be held at such times and places as shall be determined, from time to time, by a majority of the directors. Notice of regular meetings shall be given to each director, personally or by mail, telephone, or E-Mail, at least three (3) days prior to the day appointed for such meeting. Any meeting of the Board of Directors may be held telephonically or by other electronic means.
25. Special Meetings of the Board - Special meetings of the Board of Directors may be called by the Commissioner or Vice Commissioner and must be called by the Secretary at the written request of one-third (1/3) of the directors. Not less than three (3) days' notice of the meeting shall be given personally or by mail, telephone or E-Mail, which notice shall state the time, place and purpose of the meeting.
26. Director's Meetings Shall be Open - Physical meetings of the Board of Directors shall be open to all members and/or at-large representatives, provided that members and/or at-large representatives shall not be permitted to participate, and need not be recognized at any directors' meeting. There shall be no right of attendance by other than Board members at any meeting of the directors conducted telephonically or by other electronic means.
27. Waiver of Notice - Any director may waive notice of a meeting before or after the meeting, and such waiver shall be deemed equivalent to the giving of notice. ttendance by any director at a meeting shall constitute a waiver of notice of such meeting, except when his attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called.
28. Quorums at Directors Meetings - A quorum at director's meetings shall consist of a majorityof the entire Board of Directors. The acts approved by a majority of those present at a meetingat which a quorum is present shall constitute the acts of the Board of Directors, except when approval by a greater number of directors is required by the articles of incorporation, these bylaws or the laws of the State of Alabama.
29. Adjourned Meetings - If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. No further notice need be given of an adjourned meeting. At any newly scheduled meeting, any business that might have been transacted at the meeting as originally called may be transacted without further notice.
30. Presiding Officer - The presiding officer of directors' meetings shall be the Chairman of the Board if such an officer has been elected; and if none, the Commissioner shall preside. In the absence of the presiding officer, the directors present shall designate one (1) of their number to preside.
31.Order of Business - The order of business at directors' meetings shall be:
(a) Calling of roll;
(b) Proof of due notice of meeting;
(c) Reading and disposal of any unapproved minutes;
(d) Reports of officers and committees;
(e) Election of officers;
(f) Unfinished business;
(g) New business;
(h) Adjournment.
32. Directors' Fees - Directors shall not be entitled to any fees or compensation for their services as directors, but upon request may be reimbursed for their expenses incurred in travelling to and from the meeting.
33. Minutes - The minutes of all meetings of Board of Directors shall be kept in a book available for inspection by members or their authorized representatives or at-large representatives or Board members at any reasonable time. The Association shall retain these minutes for a period of not less than seven (7) years.
34. Joinder in Meeting by Approval of Minutes: The joinder of a director in the action of a meeting by signing and concurring in the minutes of that meeting shall constitute the approval of that director of the business conducted at the meeting.
35. Recall of Board Members - A three fourths vote of all persons present in person and entitled to vote at any meeting of the voting members and/or at-large representatives at which a quorum is present may remove any elected member of the board of directors with or without cause. These bylaws may not be amended to abrogate the provisions of this subparagraph.
36. Powers and Duties of the Board of Directors - The Board of Directors shall have all of the powers and duties as provided under the Nonprofit Corporation Act, the articles of incorporation, and these bylaws which are necessary for the administration of the affairs of the Association.
37. Delegation of Board Powers - The Board of Directors may delegate any ministerial powers as it may see fit, but may not delegate its ultimate responsibility.
38. Officers - The executive officers of the Association shall be a Commissioner, a Vice Commissioner, a Treasurer, and a Secretary, all of whom shall be elected annually by the Board of Directors. There may also be such other officers as the Board of Directors may from time to time deten-nine. Any person may hold two (2) or more offices, except that the same person shall not hold the office of Commissioner and Vice Commissioner, nor shall the Commissioner or Vice Commissioner also be Secretary or Assistant Secretary. Any officer may be removed peremptorily by a vote of two-thirds (2/3) of the directors present at any duly constituted meeting of the directors. Any vacancy so created shall be immediately filled by a vote of two thirds (2/3) of the directors present.
39. The Commissioner - The Commissioner shall be the chief executive officer of the Association. He or she shall have all of the powers and duties usually vested in the office of President of a corporation or an association, including, but not limited to, the power to appoint committees from among the members from time to time, as he, in his discretion, may determine to be appropriate to assist in the conduct of the affairs of the Association.
40. The Vice Commissioner - The Vice Commissioner, in the absence or disability of the Commissioner, shall exercise the powers and perform the duties of the Commissioner. He or she shall also assist the Commissioner generally and exercise such other powers and perform such other duties as shall be prescribed by the Directors.
41. The Secretary - The Secretary shall keep the minutes of all proceedings of the directors and the voting members and at-large representatives. The Secretary shall attend to the giving and serving of all notice to the voting members and at-large representatives and/or directors and other notices required by law. He or she shall have custody of the seal of the Association and affix it to instruments requiring a seal when duly signed. He or she shall keep the records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of secretary of an association and as may be required by the directors or the Commissioner. The Assistant Secretary, if any, shall perform the duties of the Secretary when the Secretary is absent and shall otherwise assist the Secretary.
42. The Treasurer - The Treasurer shall have custody of all property of the Association, including funds, securities and evidences of indebtedness. He or she shall keep the books of the Association in accordance with good accounting practices; and shall perform all other duties incident to the office of Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer when the Treasurer is absent, and shall otherwise assist the Treasurer.
43. Special Officers - There shall be a number of Special Officers, who shall be responsible for implementing certain of the association's responsibilities and fulfilling the association's corporate purposes. The Special Officers shall be such the Board deems necessary or desirable for the furtherance of the association's mission and business, and shall include, but shall not necessarily be limited to the following:
(a) The Registrar shall be responsible for coordinating and confirming the registration of USA Volleyball members within the region, and shall serve as liaison with his or her counterpart at USA Volleyball with respect to all registration and eligibility matters.
(b) The Officials Chairperson shall be responsible for all matters related to scoring and the recruitment, training, qualification and certification of referees and scorers.
(c) The Tournament Coordinator shall be responsible for coordinating and confirming the scheduling, registration and seeding of all USA Volleyball tournaments within the region, and shall serve as liaison with his or her counterpart at USA Volleyball and Delta Region with respect to all such matters.
(d) The Grass Roots Develol)ment, Outdoor Development and Adult Development Coordinator(s) shall be responsible for formulating and carrying out plans to promote the expansion of the sport of volleyball in the areas mentioned within the association's geographical area as assigned by USA Volleyball, and shall serve as liaison with his or her counterpart(s) at USA Volleyball and its Delta Region with respect to all such matters.
(e) The Juniors Coordinator shall be the liaison for all matters pertaining to the juniors division.
(f) The Adult Male Representative shall be the liaison for all matters pertaining to the adult male division, and shall be entitled to one vote in Association matters.
(g) The Adult Female Representative shall be the liaison for all matters pertaining to the adult female division and shall be entitled to one vote in Association matters. Upon incorporation of the Association the Commissioner shall appoint and shall file with the secretary the initial persons appointed to fill the above named posts, and the persons so named shall serve until the Association's first annual meeting. Thereafter, these and similar posts shall be filled by appointment of the Commissioner as needed, with the advice of the Board of Directors.
44. Compensation of Officers - No compensation shall be paid to any officer of the Association except as may be expressly authorized by the Board of Directors. Nothing herein shall be construed so as to prohibit or prevent the Board of Directors from compensating any director or officer as an employee of the Association at such compensation as the Board shall determine, nor shall anything herein be construed so as to preclude the Board from contracting with a director or officer or with any corporation in which a director or officer of the Association may be a stockholder, officer, director or employee, with respect to such matters as shall be mutually agreed between the Board and such officer or director, provided that full, written, disclosure of any such contract is made to the Board of Directors, and provided, further, that no director shall vote on or with respect to any matter for which that director has an interest.
45. Dues and Assessments - The Board of Directors shall have the power to levy and collect dues and assessments from member clubs, and to utilize the same for the Association's purposes. The only sanction for non-payment of dues or assessments shall be to declare delinquent member clubs to be not in good standing until payment is made. Member clubs not in good standing may not vote on Association matters and may not be counted in determining whether there is a quorum at any meeting.
46. Depository - The depository of the Association shall be such bank or banks within or without the State of Alabama as shall be designated from time to time by the directors and in which the monies of the Association shall be deposited. Withdrawal of monies from those accounts shall be only by checks signed by such person or persons as are authorized by the directors. All sums collected by the Association from dues, assessments or contributions or otherwise may be commingled in a single fund or divided into more than one fund, as determined by a majority of the Board of Directors.
47. Fidelity Bonds - If reasonably available, fidelity bonds may be required by the Board of Directors for all persons handling or responsible for Association funds in the principal sum of not less than Ten Thousand ($10,000.00) Dollars for each such person. The premiums on such bonds shall be paid by the Association.
48. Accounting Records and Reports - The Association shall maintain accounting records according to good accounting principles normally used by similar associations. The records shall be open to inspection by members or their authorized representatives at reasonable times. The records shall include, but shall not necessarily be limited to, a record of all receipts and expenditures. A financial report by shall be made by the Treasurer to the Board of Directors at any time requested, and shall be made by the Treasurer to the members at each meeting of the members.
49. Voting Membership Roster - Each member club shall file with the Association an address at which it may receive such notices as may be required by the Articles, these bylaws or the laws of the State of Alabama; together with the name and address of its representative authorized to vote at meeting of member clubs. The Association shall maintain such information. The Association may rely upon the accuracy of such information for all purposes until notified in writing of changes therein as provided above. Only at-large representatives and voting member clubs of record on the date notice of any meeting requiring their vote is given shall be entitled to notice of and to vote at such meeting. No member club shall be entitled to vote or to be counted for purposes of determining a quorum if delinquent in the payment of assessments as elsewhere herein provided.
50. Non-Voting Membership Records - The Association shall maintain such records of its non-voting individual members as may be required by USA Volleyball and its Delta Region.
51. Parliamentary Rules - Roberts' Rules of Order (latest edition) shall govern the conduct of the Association meetings when not in conflict with the Declaration, the Articles or these bylaws.
52. Amendments - Amendments to the bylaws may be proposed and adopted by the Board of Directors at any regular or special meeting of the directors. Notice of the subject matter of any proposed amendment shall be included in the notice of any meeting of the directors at which it is to be considered. No by-law shall be revised or amended by reference to its title or number only. Notices of pending proposals to amend existing bylaws shall contain the full text of the old bylaw and the full text of the proposed new bylaw. Non-material errors or omissions in the by-law process will not invalidate an otherwise properly promulgated amendment.
53. Rules and Regulations - The Board of Directors may, from time to time, promulgate rules and regulations concerning the operation of the Association, and from time to time, may modify, amend or add to such rules and regulations.
THE FOREGOING are hereby adopted by the initial directors as the initial bylaws of Gulf Coast Regional Volleyball Association, Inc., a nonprofit corporation under the laws of the State of Alabama, this day of August, 1997.