AMENDED AND RESTATED BYLAWS OF NORTH COUNTRY REGION USA VOLLEYBALL
(Effective June 12, 2016)
This instrument constitutes the Bylaws of North Country Region USA Volleyball, a Minnesota nonprofit corporation, adopted for the purpose of regulating and managing the internal affairs of the corporation.
The corporation shall not have a seal.
BOARD OF DIRECTORS
Section 2.1 Management. This corporation shall have no members. The general governance, management and direction of the corporation shall be vested in the Board of Directors, which shall be authorized to exercise all corporate powers except as limited by law, the Articles of Incorporation for the corporation or these Bylaws.
Section 2.2 Number, Composition of Board. The members of the Board of Directors shall be elected by the directors. The Board of Directors shall consist of at least three (3) persons. Subject to the limitations described in the preceding sentence, the number of directors shall be such as may be designated from time to time by the Board of Directors. The Executive Director shall serve on the Board of Directors as an ex-officio, nonvoting member.
Section 2.3 Terms of Directors. Directors shall serve for a term of three (3) years and until his or her successor shall have been duly elected and qualified, or until the earlier death, resignation, removal, or disqualification of such Director. Subject to the limitations described in the preceding sentence, the number of directors shall be such as may be designated from time to time by the Board of Directors. The terms of no more than one-third (1/3) of the members of the Board may terminate each year.
Section 2.4 Appointments and Vacancies. Directors shall be elected to office at a regular, annual, or special meeting of the Board of Directors. A vacancy in the Board of Directors that occurs for any reason shall be filled by the remaining directors. A person so elected to fill a vacancy shall serve as a director for the remainder of the term of the director whose vacancy has been filled, or until his or her successor shall have been elected and qualified.
Section 2.5 Quorum. At all meetings of the Board of Directors, a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 2.6 Number Required for Action by Directors. Except where otherwise required by law, the Articles or these Bylaws, the affirmative vote of a majority of the directors present at a duly held meeting shall be sufficient for any action.
Section 2.7 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed, or consented to by authenticated electronic communication as permitted by the Minnesota Nonprofit Corporation Act, by the number of directors required to take the same action at a meeting of the Board of Directors at which all directors were present. The written action is effective when signed by the required number of directors, unless a different effective date is provided in the written action.
Section 2.8 Regular Meetings/Annual Meeting. Regular and annual meetings of the Board of Directors may be held from time to time at such a place as the Board of Directors may designate.
Section 2.9 Special Meetings. Special meetings of the Board of Directors may be called at any time upon request of the President, the Executive Director, or fifty percent (50%) of the directors, provided that any such request shall specify the purpose or purposes for the meeting. The President shall set the date for the special meeting within three (3) working days of making or receiving such a request and shall give no fewer than five (5) nor more than thirty (30) days’ written notice of the time, place and purpose of such special meeting.
Section 2.10 Resignation of Directors. A director may resign at any time by giving written notice to the Secretary of the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective time is specified in the notice.
Section 2.11 Removal of Directors. A director may be removed from office, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting; provided that no fewer than five (5) days and not more than thirty (30) days’ notice of such meeting shall be given to each director. The notice shall state that removal of such director is to be on the agenda for such meeting.
Section 2.12 Executive Committee. The Executive Committee shall consist of the President, Vice-President, Secretary and Treasurer. The Executive Committee shall be chaired by the President. The Executive Committee shall have the authority of the Board of Directors in the management of the business of the corporation, and shall at all times be subject to the control and direction of the Board of Directors. The Executive Committee shall meet monthly and Special Meetings of the Executive Committee may be called at any time by the President or any two members of the Executive Committee. At all meetings of the Executive Committee a majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the members of the Executive Committee at a duly held meeting of the Executive Committee shall be sufficient for any action. Notice of the purpose of any meeting of the Executive Committee is not required. The Executive Director shall serve as a non-voting member of the Executive Committee.
Section 2.13 Other Committees. The Board of Directors may establish one or more committees (in addition to the Executive Committee) having the authority of the Board in the management of the business of the corporation to the extent determined by the Board. The Chair and the Members of all Committees (other than the Executive Committee) shall be appointed by the President. Members of a committee (other than the members of the Executive Committee who must be directors or officers of this corporation) need not be directors.
Section 2.14 Place of Meetings. The Board of Directors, and any committee thereof, may hold its meetings at such places, whether in this state or in any other state, as a majority of the directors then in office may from time-to-time appoint. Upon failure to appoint any other place, such meetings shall be held at the principal offices of the corporation.
Section 2.15 Electronic Meetings. Any meeting among directors may be conducted solely by one or more means of remote communication through which all of the directors may participate in the meeting, if the same notice is given of the meeting as required by these Bylaws, and if the number of directors participating in the meeting is sufficient to constitute a quorum at the meeting. A director may participate in a meeting of the Board of Directors by means of conference telephone or by such other means of remote communication through which the participants may simultaneously hear each other during the conference.
Section 2.16 Form of Notice. Whenever under the provisions of these Bylaws notice is required to be given to any director, notice is given by mail, facsimile transmission, e-mail, or may be delivered to the address maintained for each director in the records of the corporation.
Section 2.17 Waiver of Notice. Any director may execute a written waiver of notice of any meeting required to be given by statute or by any provision of these Bylaws before, at, or after that meeting, and such waiver, when signed and filed as hereinafter provided, shall be equivalent to notice. Such waiver shall be filed with the Secretary, who shall enter it in the minutes or other records of that meeting. Appearance at a meeting by a director shall be deemed a waiver of notice thereof, unless the appearance is solely for the purpose of asserting the illegality of the meeting.
Section 2.18 Compensation of Directors. Directors shall receive no compensation for their work as directors, but may be reimbursed for reasonable expenses incurred in attending meetings of the Boards of Directors, up to Fifty and No/00 Dollars ($50.00) per meeting. A director may receive a salary for his or her services as an employee of the organization.
Section 3.1 Appointment of Officers. The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may, from time to time, appoint.
Section 3.2 Duties of Officers. The duties of the officers of this corporation shall be:
Section 3.2.1 President. The President shall preside at all meetings of the Board of Directors and shall oversee the long term goals and purposes of the corporation. He or she shall also perform such other duties as may be determined from time-to-time by the Board of Directors.
Section 3.2.2 Vice President. The Vice President shall perform such duties as may be determined from time to time by the Board of Directors. The Vice President shall be vested with all powers of and perform all the duties of the President in the President’s absence or inability to act, but only so long as such absence or inability continues.
Section 3.2.3 Secretary. The Secretary shall attend all meetings of the Board of Directors and any committee thereof, and keep the minutes of such meetings, give notices, prepare any necessary certified copies of corporate records, and perform such other duties as may be determined from time to time by the Board of Directors.
Section 3.2.4 Treasurer. The Treasurer shall have charge of the corporate treasury, receiving and keeping the monies of the corporation, disbursing corporate funds as authorized, and shall have all of the powers and duties normally belonging to the Treasurer of a Minnesota nonprofit corporation.
Section 3.3 Compensation of Officers. The officers of the corporation shall receive no compensation for their duties as officers, but may be reimbursed for all reasonable expenses incurred in the execution of their responsibilities.
Section 3.4 Officers as Members of Board of Directors. All officers shall be members of the Board of Directors.
Section 3.5 Resignation of Officers. An officer may resign at any time by giving written notice of the resignation to the Secretary of the corporation.
Section 3.6 Removal of Officers. Any officer may be removed, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given.
Section 3.7 Filling Vacancies. Any vacancy in an officer’s position shall be filled by the Board of Directors of the corporation.
Section 3.8 Delegation. Unless prohibited by a resolution by the Board of Directors, an officer elected or appointed by the Board may delegate in writing some or all of the duties and powers of his or her office to other persons.
Section 4.1 In General. Subject to Section 4.2 hereof, the corporation shall indemnify and make advances to each person who is or was a director, officer, or employee of the corporation, or a member of any committee, to the full extent mandated by, and in accordance with, Section 317A.521 of the Minnesota Nonprofit Corporation Act, without prohibitions, limitations or conditions other than those set forth in said Section 317A.521.
Section 4.2 Limitation on Indemnification. Indemnification pursuant to Section 4.1 hereof shall be for the sole and exclusive benefit of the person expressly identified therein, and no other person, corporation, or legal entity of whatever nature shall have any rights thereunder by way of voluntary or involuntary assignment, subrogation, or otherwise.
Section 4.3 Insurance. The corporation may provide, maintain, and pay for insurance on behalf of any person indemnified pursuant to Section 4.1 hereof.
Section 4.4 Standard of Conduct. Each director and officer shall discharge his or her duties as a director or officer in good faith, in a manner which the director or officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Section 5.1 Annual Budget. The annual budget of estimated income, income expense and capital expense shall be approved by the Board of Directors.
Section 5.2 Summary Financial Report. A summary report of the financial operation of the corporation shall be made by the Treasurer at least annually to the Board of Directors.
Section 5.3 Amendment of Bylaws. These Bylaws maybe amended at any time and from time-to-time by the affirmative vote of a majority of the directors then in office; provided that written notice of the meeting and of the proposed amendment shall be given to each director not less than five (5) nor more than thirty (30) days before any meeting of the Board of Directors at which an amendment of the Bylaws is to be adopted.