Bylaws of the South Salem High School Boys Lacrosse Club
Amended November 2015
ARTICLE ONE: NAME AND PURPOSE
ARTICLE 1.1 NAME
The name of this organization shall be “South Salem High School Boys Lacrosse Club,” hereafter referred to as the Club.
ARTICLE 1.2 PURPOSE
It shall be the purpose of the Club to support South Salem High School Boys Lacrosse. The primary purpose of the Club is to promote the growth of lacrosse within the South Salem community. The Club shall provide support, service, and funding to the South Salem High School Boys Lacrosse Team. The Club shall facilitate the identification and use of resources both within South Salem High School and the community at-large. The organization is organized exclusively for charitable, religious, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE TWO: MEMBERSHIP
ARTICLE 2.1 MEMBERS
The Club shall be comprised of parents or guardians of the South Salem High School Lacrosse Team players and any other individuals interested in promoting the sport of lacrosse at South Salem High School.
ARTICLE 2.2 TERMS OF MEMBERSHIP
Club business is open to discussion by all individuals. The content of such discussions shall be rendered openly and respectfully and the content of such discussions shall be received openly and respectfully even when there may be differences in opinions.
ARTICLE THREE: OFFICERS AND BOARD
ARTICLE 3.1 OFFICERS
The officers of the Club shall consist of a President, a Vice President, a Secretary, and a Treasurer.
ARTICLE 3.2 BOARD OF DIRECTORS
The Board of Directors shall be composed of the Club officers and the chairperson of each standing committee. A lacrosse team player from the varsity and junior varsity teams shall represent the players on the board in a non-voting capacity. If there is no JV team, there shall be two representatives from the Varsity team; one upper classman and one lower classman. Player representatives shall be chosen by the team.
The Board shall be responsible for the selection of coaches, contracting with the coaches, and ensuring background checks for the coaches in accordance with Salem Keizer Public School policies.
Committee chairpersons will be approved by the Officers. Term of office is June 15 to June 14.
ARTICLE 3.3 ELECTIONS
The Board of Directors will vote to elect officers for the following season in May. Nominations for officers may be made at the May meeting.
ARTICLE 3.4 REMOVAL OF OFFICERS AND VACANCIES
Any officer may be removed either with or without cause by an affirmative vote of the majority of the Board of Directors.
If any vacancy of an office shall be caused by reason of death, resignation, disqualification, or removal otherwise, replacement shall be made by election by the Board of Directors at a special meeting. The replacement shall be for a partial term to be effective until June 14.
ARTICLE 3.5 TERMS OF OFFICE
Elected officers shall serve for one year and shall take office June 15.
ARTICLE 3.6 NON-LIABILITY OF OFFICERS
The Officers shall not be personally liable for the debts, liabilities, or other obligations of the Club.
ARTICLE 3.7 HOLD HARMLESS
The Corporation shall indemnify to the fullest extent permitted by the Oregon Business Corporation Act any person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director or officer of the Corporation, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director or as an officer or as a fiduciary of an employee benefit plan of another corporation, partnership, joint venture, trust, or other enterprise. The right to and the amount of indemnification shall be determined in accordance with the provisions of the Oregon Business Corporation Act in effect at the time of the determination.
ARTICLE FOUR: DUTIES OF OFFICERS
ARTICLE 4.1 PRESIDENT
The president shall plan and conduct meetings, and execute and plan activities. The president may be asked to represent the Club within the community at large. Each year the president along with the treasurer will maintain Club status as a nonprofit organization under the laws of the United States and the State of Oregon, as well as maintain its tax-exempt status under the Internal Revenue Code.
ARTICLE 4.2 VICE PRESIDENT
The vice president shall assist the president in carrying out the duties of president and shall perform those duties when the president is not able to.
ARTICLE 4.3 SECRETARY
The secretary shall record the minutes of all meetings of the Board and the Club as well as notify members of all meetings. Minutes shall be distributed and posted in a timely manner. The secretary shall maintain membership records.
ARTICLE 4.4 TREASURER
The treasurer shall be responsible for keeping the financial records, making deposits and withdrawals, maintaining the Club accounts and proposing a yearly budget for board approval. Financial records shall be maintained in accordance with generally accepted bookkeeping practices.
Each year the treasurer along with the president will maintain Club status as a nonprofit organization under the laws of the United States and the State of Oregon, as well as maintain its tax-exempt status under the Internal Revenue Code. Each year the treasurer will re-file the Articles of Incorporation with the State of Oregon’s Secretary of State.
A checking account shall be maintained at a commercial bank. Authorized signers are the President, Vice President, and Treasurer.
Any expenditure not in the budget must be approved by the Board prior to the expenditure. Payment requests for authorized expenditures must be accompanied by an original receipt or invoice, or reasonable facsimile.
ARTICLE FIVE: COMMITTEES
Committees will be created and dissolved as deemed necessary by the Board of Directors.
ARTICLE SIX: MEETINGS
ARTICLE 6.1 GENERAL MEETING
Meeting schedule for each year shall be determined in June. The meeting schedule will be announced to all Club members. General meetings shall be open for the transaction of Club business. The treasurer shall deliver a financial report at each general meeting.
ARTICLE 6.2 SPECIAL MEETINGS
Special meetings of the members may be held at such time and place as determined by the President or may be called by the Board of Directors. No business other than that specified in the written notice will be transacted at any such meeting. All Board of Director Officers shall be notified prior to meeting.
ARTICLE 6.3 QUORUMS
A majority of the Board shall constitute a quorum of the Club. The act of the majority vote of Board members shall be the act of the Board. Absentee or proxy votes shall be recognized by the President.
ARTICLE 6.4 NON-MEETING VOTING
The Board or the President may determine that an issue requires an immediate vote when the Board is not in session. The Board must be notified at least 48 hours in advance of the impending vote. The vote may take place by telephone or email. A quorum of the membership of the Board must vote in order for the vote to be recognized. The results of the vote must be read into the minutes of the next regularly scheduled Club meeting for the vote to be regarded as an official act of the Club.
A special vote of the Board may be held by e-mail or telephone as directed by the President for emergency matters needing an immediate decision.
ARTICLE SEVEN: AMENDMENT OF BYLAWS
ARTICLE 7.1 PROCEDURES FOR CHANGE
Any member may propose a change to these bylaws by submitting a written request to the Board of Directors. Amendment of bylaws will be subject to the affirmative vote of the majority of the board members present at a regularly scheduled general meeting.
ARTICLE EIGHT: DISSOLUTION
ARTICLE 8.1 PROCEDURES FOR DISSOLUTION
Dissolution of the Club requires an affirmative vote of the majority of the Board of Directors.
In the event of dissolution of the Club, any equipment or funds remaining in the Club account, after all expenses have been paid, will be transferred to the South Salem High School Athletic Booster Club 501 (c)(3), provided those funds will be dedicated to a South Salem High School Boys lacrosse program. In the event that no lacrosse program exists at South Salem High School, all equipment or funds will be transferred to an active, local nonprofit lacrosse program.