WESTON BASKETBALL ASSOCIATION – AMENDED & RESTATED BYLAWS
LAST ADOPTED ON MAY 22, 2018
Article I. NAME
The name of this nonprofit organization will be the Weston Basketball Association (the “Organization”).
Article II. PURPOSE
The purposes of the Organization are as follows:
Section 2.01 To promote the sport of basketball in the town of Weston as a positive component of educational development and lives.
Section 2.02 To develop in each boy and girl through the sport of basketball the value of team work, self-discipline, sportsmanship and team spirit, and to build character, foster self-esteem and encourage physical fitness through positive basketball experiences.
Section 2.03 To coordinate with the Schools, the Parks and Recreation Department, travel clubs, and other groups interested in basketball in the town of Weston, the scheduling, registration, dissemination of information, support and promotion of basketball programs and activities.
Section 2.04 To provide the best resources to enhance each child’s opportunity to maximize and demonstrate his/her individual potential in the sport of basketball.
Section 2.05 To develop recommendations on subjects that arise with respect to basketball in the town of Weston.
Section 2.06 To establish and reinforce standards for health, safety, welfare, sportsmanship and conduct of players, coaches, parents, fans, and others associated with basketball activities, in connection with the sport of basketball in the town of Weston.
Section 2.07 To provide and assist in fundraising activities to support basketball programs and activities in the town of Weston.
Section 2.08 To promote a spirit of cooperation and exchange of ideas amongst all parties interested in basketball activities in the town of Weston.
Section 2.09 To develop and implement programs and means for assisting, training, developing and managing the coaches, players and other participants in basketball programs and activities in the town of Weston.
Section 2.10 To establish, develop, and maintain continuous and exceptional basketball programs with quality instruction, coaching, facilities, and support.
Section 2.11 To maximize the participation of our boys and girls in the sport of basketball.
Section 2.12 To provide opportunities for children of all levels to enjoy the sport of basketball and improve their skills.
Section 2.13 To assist in the improvement, repair, and expansion of basketball facilities in the town of Weston.
Article III. LOCATION/OFFICES
The office of the Organization will be located at such place as the Board of Directors may from time to time determine or the business of the Organization may require.
Article IV. ORGANIZATIONAL STRUCTURE
Section 4.01 Members
Membership in this Organization will be open to the entire Weston community and all interested parties will be encouraged to attend general member meetings and express their views and concerns. Any person may become a general member by completing a membership application and submitting the same to the Secretary (“General Member”). General Members will be non-voting participants. The voting body of this Organization will consist of the Board of Directors, the Officers, the members of any Committee, and the members of the Advisory Board (the “Voting Members”). Each Voting Member will have one vote regardless of how many positions he or she holds. Meetings of Members will be held at such time and place within the Town of Weston, Connecticut as will be designated by the Board of Directors. Notice of any meetings of the Members stating the place, date and time of meeting will be given by or at the direction of the President or Secretary and will be made by written notice to the Voting Members shown on the list of members of the Organization not later than five (5) nor more than thirty (30) days before the date of such meeting. To maintain a position within the Organization, whether as a Member, a Director, an Officer, a Committee member or any other position, a Member is expected to attend at least 2/3rds (66%) of the noticed meetings.
Section 4.02 Board of Directors
(a) Management of the Organization. The Board of Directors will have the control and general management of the affairs and business of the Organization. Such Directors will in all cases act as a Board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management and conduct of the Organization as they may deem proper, not inconsistent with these Bylaws and the laws of the State of Connecticut.
(b) Directors’ Meetings. Meetings of the Board of Directors will be held at such times and places in the Town of Weston as the Board of Directors may determine. Special meetings of the Board of Directors may be called upon the written request of two (2) Directors.
(c) Number of Directors. The Board of Directors will consist of not less than five (5) individuals nor more than fifteen (15). The number of directors will be fixed by resolution of the directors elected at the preceding annual meeting. The Directors will be nominated and elected by the Voting Members of the Organization for a period of one year and thereafter until his/her successor is elected. Such election will take place at the annual meeting in May of each year.
(d) Notice of Meetings. Notice of meetings specifying the time and place of such meeting will be given to each Director in person, by e-mail, by fax, or by mail to his/her last known post office address, at least five (5) days before the date designated for such meeting. No notice need be given to any Director who attends such meeting in person without protesting the lack of proper notice prior to or at the commencement of such meeting, or who waives such notice in a writing executed and filed with the Secretary of the Organization either before or after the meeting.
(e) Transaction of Business Without Meetings. Any Organizational action, which can be authorized at a meeting of the Board, may be authorized without such a meeting, provided that all of the Directors consent in writing to such action before or after the time such action is taken. The Secretary of the Organization will file such consents with the minutes of the meetings of the Board.
(f) Quorum. At any meeting of the Board of Directors, a majority of the Board will constitute a quorum for the transaction of business; but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time. The act of a majority of the Directors present at a meeting at which there is a quorum will be the act of the Board of Directors except as may be otherwise provided by statute or these Bylaws.
(g) Voting. At all meetings of the Board of Directors, each Director will have one vote.
(h) Vacancies. Vacancies in the Board occurring between annual meetings will be filled for the unexpired portion of the term by vote of a majority of the remaining Directors.
(i) Removal. Directors may be removed with or without cause by a two-thirds (2/3rd) vote of the other Directors at a meeting called for such purpose or by a two-thirds (2/3rd) vote of the Voting Members at a meeting called for such purpose by thirty (30%) percent of the Voting Members of the Organization.
Section 4.03 Advisory Board
The Organization may create an Advisory Board that can consist of the following who agree to participate as members: the Girls Varsity Basketball Coach, the Boys Varsity Basketball Coach, and such other persons that the Board of Directors may appoint from time to time. Advisory Board members will be invited to attend the annual May meeting and such additional meetings as the Board of Directors determines. At each meeting to which an Advisory Board member is invited, he or she will each be voting members of the Organization entitled to one vote on any matter presented to the Voting Members.
Section 4.04 Officers
(a) Election and Duties. As soon after the annual May meeting as possible, the Board may elect from among its members a President, a Vice President, a Treasurer, and a Secretary, and may from time to time elect one or more other officers as it deems expedient. Any two or more offices may be held by the same person, except the offices of the President and Secretary. The duties of the officers of the Organization will be such as are imposed by these Bylaws and as are imposed from time to time by the Board.
(b) President. The President will preside at all meetings of the Board of Directors, of Committees in which he is a member, and of Members. He or she will have general charge of the conduct of the Organization, subject to the control of the Board. He will ensure that all resolutions of the Board are carried into effect. He will prepare and circulate the agenda for meetings over which he presides.
(c) Vice President. The Vice President will typically be responsible for assisting the President in his/her duties and assuming the responsibilities of the President when the President is unavailable.
(d) Treasurer. The Treasurer will keep the fiscal accounts of the Organization, including an account of all moneys received or disbursed. The Treasurer will prepare budgets, report on the financial condition of the Organization, and supervise and assist the various basketball programs with their finances and accounts. At the time of the annual meeting of Members, he or she will prepare or have prepared for the Organization a balance sheet and profit and loss statement showing the financial condition of the Organization as of the end of the preceding fiscal year. The balance sheet and the profit and loss statement will be deposited with the Secretary of the Organization and will be kept by the secretary for at least ten (10) years from such date. He or she may sign and/or endorse for and on behalf of the Organization, checks, notes and other obligations and will deposit the same and all moneys and valuables in the name of, and, to the credit of the Organization in such banks and depositories as the Board will designate.
(e) Secretary. The Secretary will keep the minutes of the meetings of the Board, of any Committee in which he is a member, and of Members, and will give notice of all such meetings as required in these Bylaws. He or she will have custody of and responsibility for all books, records and papers of the Organization, except those in the temporary custody of the Treasurer or some other person authorized to have temporary custody and possession thereof by the Board.
(f) Term of Office. Each officer will serve for one (1) year and until his/her successor is duly appointed, or until he or she will have resigned or have been removed. Any officer may be removed by the Board at any time with or without cause and with or without notice or hearing. Vacancies among the officers will be filled by vote of a majority of the Board.
Section 4.05 Committees
(a) Executive Committee. An Executive Committee may be formed and can consist of the Officers, the Program Coordinators, and the Travel Coaches. The Executive Committee will meet at such times as the Board will designate.
(b) Other Committees. The Board of Directors may create one or more other committees and appoint Voting Members to serve on them. Each committee will have two or more members, who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of its members will be approved by a majority of all the directors in office when the action is taken. Any such committee will have and may, if authorized by the Board, exercise the powers of the Board of Directors in the management of the affairs of the Organization as will be provided in these Bylaws or in the resolution of the Board of Directors constituting the committee or otherwise dealing with the scope of its powers. All committees will keep records of their acts and proceedings and report the same to the Board of Directors as and when required.
(c) Notwithstanding the foregoing, a committee will not be empowered to take any action prohibited by law, or without limitation, the following: (a) filling vacancies on the Board of Directors or any committee, or (b) adopting, amending or repealing these Bylaws.
Section 4.06 Program Coordinators
(a) Program Coordinators. Each year in the annual May Meeting, the Voting Members will elect Program Coordinators for each designated town basketball program. Each Program Coordinator will be principally responsible for managing, coordinating and reporting to the Officers and the Board of Directors with respect to their program. The programs will include: (a) the Boys and Girls Travel Program, and (b) the Boys and Girls Recreation Program, as well as such other programs as the Organization may designate. In addition, there will be a Boys Travel Program Coordinator and a Girls Travel Program Coordinator who will report to the Boys and Girls Travel Program Director. There may also be a Boys Recreation Program Coordinator and Girls Recreation Program Coordinator who will report to the Boys and Girls Recreation Program Coordinators.
(b) Rules. The Program Coordinators will work with the Executive Committee to develop, implement, and enforce rules and regulations which will govern their respective programs.
(c) Removal/Vacancies. Program Coordinators may be removed with or without cause by a two-thirds (2/3rd) vote of the members of the Board of Directors at a meeting called for such purpose or by a two-thirds (2/3rd) vote of the Voting Members at a meeting called for such purpose by thirty (30%) percent of the Voting Members of the Organization. Vacancies occurring between annual meetings will be filled for the unexpired portion of the term by vote of a majority of the members of the Board of Directors.
Section 4.07 Travel Coaches and Recreation Grade Directors
(a) Travel Coaches. Each year, as soon as possible after the annual May meeting but in all events prior to Labor Day, the Boys and Girls Travel Program Director will submit to the Board of Directors a proposed list of Travel Coaches for each Travel program for the next year. The Board of Directors will then consider and seek to finalize the list of Travel Coaches no later than September 30 each year. Travel Team coaches may select their assistant coaches and/or managers after teams are selected. Program Directors, Coordinators and Travel Coaches must have basketball coaching experience, preferably with children’s teams, as well as significant knowledge of the game of basketball, or have undergone significant training. Preference will be given to those persons with a positive experience coaching basketball within the Town of Weston.
(b) Recreation Grade Directors. The Boys and Girls Recreation Program Coordinators will submit a list of recreation program directors for each grade level (“Recreation Grade Directors”). Recreation Grade Directors will work with the Parks and Recreation Department to coordinate the basketball recreation program for each grade, including selection and supervision of coaches, scheduling, officiating, etc. Recreation Grade Directors should have coaching experience, preferably with children’s teams and significant knowledge of the game of basketball or undergo significant training.
(c) Removal/Vacancies. Travel Coaches and Recreation Grade Directors may be removed by the Board of Directors with or without cause. Vacancies occurring between annual meetings will be filled for the unexpired portion of the term by appointment of the Program Coordinator subject to the review of the Board of Directors.
Article V. CONDUCT OF ELECTIONS
Section 5.01 Nominations
Any qualified member is eligible to assume any position in the Organization. A slate of nominations for the Board of Directors and Program Directors will be assembled in or about April of each year. Elections will take place at the annual May meeting with the term of office commencing immediately after the May election.
Section 5.02 Voting
All elections will be by private ballot through a vote of a simple majority of those members who are present in person or by written proxy and who are entitled to vote, unless a private ballot is waived unanimously by all Voting Members present at the meeting. Votes will be tabulated by the Secretary and subject to the review of any other Officer. No member may vote more than one time except to the extent that he or she has the written proxy of another Voting Member.
Section 5.03 Term
All positions will be for a one (1) year term.
Article VI. STANDARDS AND ETHICS
All members of the Organization are expected to demonstrate the highest degree of ethics and sportsmanship at all times and to act in a manner consistent with the purposes of the Organization set forth in Article II above.
Article VII. FISCAL YEAR
The fiscal year of the Organization will commence on the first day of May of each year and end on the last day of April.
Article VIII. PROHIBITION AGAINST SHARING IN ORGANIZATION EARNINGS
No member of the Board of Directors, Officer, Committee member, Program Coordinator, Travel Team Coach, Recreation Grade Director, or other Member of the Organization will receive at any time any compensation for his/her services to the Organization unless the Board of Directors approves the same, it being understood that all positions are to be voluntary in nature whenever possible. No person may receive at any time the net earnings or pecuniary profit from the operations of the Organization, provided that this will not prevent the properly approved payment to any person of such reasonable compensation for services rendered to or for the Organization. No person or persons will be entitled to share in the proceeds of the dissolution of the Organization.
Article IX. AMENDMENTS
The power to alter, amend or repeal the Bylaws or to adopt new Bylaws is vested in a simple majority of either the Board of Directors or the Voting Members present at a duly noticed meeting for that purpose. The Bylaws may contain any provisions for the regulation and management of the affairs of the Organization not prohibited by law.