CENTRAL YOUTH ATHLETIC ASSOCIATION, INC... · organizing officials, presenting seminars, distributing a newsletter, and otherwise encouraging growth of the sport qualifies for exemption

BYLAWSof

CENTRAL YOUTH ATHLETICASSOCIATION, INC.

A NON-PROFIT CORPORATION

KNOW ALL MEN BY THESE PRESENTS, that the Directors of Central YouthAthletic Association, Inc., an organization dedicated to the charitable education and fostering ofamateur sports among school age children (i.e. under age 18) , with a goal of developing them for1

national or international competition , in a matter that is charitable to the local community and2 3 4

educational to the amateur athlete regarding the techniques of their athletic abilities all while5

promoting the development of their mind, body, and character; and likewise charitablyfurthering the development and sportsmanship of children, young men, and young ladies ; with6

the intent to combat juvenile delinquency , lethargy, and poor health; are hereby desirous of7

Internal Revenue Manual (1

http://www.irs.gov/irm/part4/irm_04-076-012.html#d0e155) 4.76.12.3 (04-01-2003) Amateur Athletic Sport Organizations. 1. Amateur sports organizations may qualify under IRC § 501(c)(3) in the following ways: A. The organization may be "educational" if it teaches sports to youth or is affiliated with an exempt educational organization. Such educational organizations may also provide facilities andequipment;B. The organization may be "charitable" on the grounds that it combats juvenile delinquency or lessens the burdens of government;C. The organization is organized and operated to foster national or international amateur sports competition, but does not provide athletic facilities or equipment; orD. The organization is a "qualified amateur sports organization " under IRC § 501(j)(2).2. The educational and charitable rationale are valid bases for exemption particularly in cases where the organization’s activities are directed at children or adolescents.

IRC 501(j) requires the organization to"to support and develop amateur athletes for national or international competition in sports." Promoting sports for children— An2

otherwise qualifying organization formed to develop, promote, and regulate a sport for individuals under 18 years of age by organizing local and statewide competitions, promulgating rules,organizing officials, presenting seminars, distributing a newsletter, and otherwise encouraging growth of the sport qualifies for exemption under IRC 501 )(3). This organization limits its activitiesto individuals under the age of 18 years. Rev. Rul. 80-215, 1980-2 C.B. 174, distinguishing Rev. Rul. 70-4, 1970-1 C.B. 126.

The Tax Court in Hutchinson Baseball Enterprises, Inc. v. Commissioner, 73 T.C. 144 (1979), on the contrary, found amateur athletics to be inherently charitable. In Hutchinson3

Baseball Enterprises, Inc. v. Commissioner, 696 F.2d 757 (10th Cir., 1982), the Court of Appeals affirmed the Tax Court decision since it "furthered the development and sportsmanship of children and young men."

In IRC 501(j)(1)(B) an organization "shall not fail to meet the requirements of subsection (c)(3) merely because its membership is local or regional in nature." 4

an amateur athletic organization may be classified as "educational" under IRC 501(c)(3) on the grounds that it teaches sports to youth or is affiliated with an exempt educational5

organization. Rev. Rul. 80-215, 1980-2 C.B. 174; Rev. Rul. 77-365, 1977-2 C.B. 192; Rev. Rul. 67-291, 1967-2 C.B. 184; Rev. Rul. 64-275, 1964-2 C.B. 142; Rev. Rul. 55-587, 1955-2 C.B. 261. Community sports activity— An otherwise qualifying non-profit organization conducting clinics, workshops, lessons, and seminars at municipal parks and recreational areas to instructand educate individuals in a particular sport is operated exclusively for educational purposes and qualifies for exemption under IRC 501(c)(3). Rev. Rul. 77-365, 1977-2 C.B. 192, amplifying Rev.Rul. 65-2, 1965-1 C.B. 227. Revenue Ruling 65-2, C.B. 1965-2, 227, which holds that an organization that is organized and operated for thepurpose of teaching a particular sport to children...

The Tax Court in Hutchinson Baseball Enterprises, Inc. v. Commissioner, 73 T.C. 144 (1979), on the contrary, found amateur athletics to be inherently charitable. In Hutchinson6

Baseball Enterprises, Inc. v. Commissioner, 696 F.2d 757 (10th Cir., 1982), the Court of Appeals affirmed the Tax Court decision since it "furthered the development and sportsmanship of children and young men."

Rev. Rul. 80-215, 1980-2 C.B. 174, which holds that developing, promoting and regulating a sport for children under 18 years of age, in certain circumstances, combats juvenile7

delinquency by providing a recreational outlet for young people.

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(http://www.irs.gov/irm/part4/irm_04-076-012.html#d0e155)

CYAA — BYLAWSBY THE M CCARTHA LAW F IRM , LLC ____________________ becoming incorporated under the laws of the State of Alabama, do hereby propound andenumerate their Bylaws according to the provisions of the “Alabama Non-Profit CorporationLaw” as enumerated in §10A-3-1.01 et al, Code of Alabama 1975, as amended.8

ARTICLE 1Name

1.01 The name of the Corporation shall be Central Youth Athletic Association, Inc. (Alsodoing business as: “Central Youth Athletic Association”; “CYAA”; “Central Youth”,“Central Athletic”; and the like or any derivative or parts of its official corporate nameabove). (Hereinafter either this/the “Corporation” or this/the “Company” and/or“CYAA”.)

ARTICLE 2Purposes, Powers, and Activities

2.01 The purposes and objectives, in addition to those set out above in the Certificate ofFormation and/or preamble, for which this Corporation is organized are strictly within thebounds of State and Federal requirements for non-profit corporations. Central YouthAthletic Association, Inc. shall function exclusively for the education and fostering ofamateur sports among school age children and to develop amateur athletes for national orinternational competition in a matter that is charitable to the local community througheducational instruction from volunteer instructors and coaches, and educational in that theplayers are educated in the techniques, rules, and civility needed to participate in thesesports which are analogous to life, sport, higher education, employment, and interactiveteam relations, (this is not merely a recreational and/or social organization) all by thefostering of amateur sports. All of such purposes and objectives are intended to be withinthe meaning of the Alabama Non-Profit Corporation Act and section 501(c)(3) and/or501(j) (if 501(c)(3) prevents the operation of this organization and 501(j) will not) of theInternal Revenue Code of 1986, as amended, or any superseding statutes thereto.

2.02 The purposes and objectives of this Corporation include, but are not limited to, thecharitable educating of school age children at minimal costs and adult coaches at alllevels on techniques and practice skills to help these school age children combat juvenile

Internal Revenue Manual (8

http://www.irs.gov/irm/part4/irm_04-076-012.html#d0e155) 4.76.12.3 (04-01-2003) Amateur Athletic Sport Organizations. 1. Amateur sports organizations may qualify under IRC § 501(c)(3) in the following ways: A. The organization may be "educational" if it teaches sports to youth or is affiliated with an exempt educational organization. Such educational organizations may also provide facilities andequipment;B. The organization may be "charitable" on the grounds that it combats juvenile delinquency or lessens the burdens of government;C. The organization is organized and operated to foster national or international amateur sports competition, but does not provide athletic facilities or equipment; orD. The organization is a "qualified amateur sports organization " under IRC § 501(j)(2).2. The educational and charitable rationale are valid bases for exemption particularly in cases where the organization’s activities are directed at children or adolescents.

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(http://www.irs.gov/irm/part4/irm_04-076-012.html#d0e155)

CYAA — BYLAWSBY THE M CCARTHA LAW F IRM , LLC ____________________

delinquency , lethargy, and poor health, and to honor those individuals who serve amateur9

student athletes diligently and all that is ancillary and/or supportive to said ends.

2.03 Said purposes and activities shall be conducted by any mode deemed appropriate bythe Board of Directors, including Seminars, Showcases, Newsletters, Practices,Competitive games (local, state, national, or international as the Board determines it canafford and/or promote) and said purposes and activities shall be conducted by way of anymedia deemed appropriate by the Board of Directors. Purposes and Activities shallinclude, but not be limited to, the following:

a. To promote the welfare of children and youth in home, school, community, andplace of worship,

b. To give opportunities to school students to showcase, compete, and develop theirmind, body, and team concepts as well as understand various amateur athletics inorder to foster in these students the potential for competition on a national andinternational level and to combat juvenile delinquency through the characterbuilding taught in amateur sports all at minimal costs without regard to race,creed, religion, or preconceived athletic ability.

c. To educate the Students and the Coaches of the these students on techniques,skills, practice techniques, civility, rules of the games, motivation, character, all inorder to produce amateur athletes, good citizens who will not be a burden ongovernment, but a production to society.

d. To honor persons and organizations who dedicate their time and resources to theyoung people educating them on the skills and techniques of amateur sports, andthe values inherent in amateur sport and those who have done an extraordinary jobof promoting such.

e. The Corporation may develop, publish, and distribute newsletters for the expresspurpose of educating its members on the opportunities available to them, tointerested students, and to promote the amateur sports within the state ofAlabama, other States of the United States, and other nations of the world.

f. To instill within the coaches a deeper sense of responsibility in developing,maintaining and conducting amateur sports.

g. To promote greater unity and fellowship among all members of this association

Rev. Rul. 80-215, 1980-2 C.B. 174, which holds that developing, promoting and regulating a sport for children under 18 years of age, in certain circumstances, combats juvenile9

delinquency by providing a recreational outlet for young people.

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and to promote a program of amateur sports that will encourage the widestpossible participation with the highest possible standards.

h. To make available, when possible, to players and coaches special resourcematerials through publications, clinics, camps and consultant services for theireducation and to assist with the news media in publicizing local, national, andinternational amateur sports.

I. To solicit, collect, receive, acquire, hold and invest money and property, both realand personal, tangible and intangible, including money and property received bygift, contribution, bequest, or devise; to sell and convert property, both real andpersonal, into cash and to use the funds of this Corporation and the proceeds,income, rents, issues, and profits derived from any property of this Corporationfor any of the purposes for which the Corporation is formed.

j. To refuse, or accept any bequest, devise, grant or gift, for any of its objects andpurposes, any property, both real and personal, of whatever kind, nature ordescription and wherever situated.

k. To purchase or acquire, own, hold, lease (either as lessor or lessee), sell,exchange, convey, mortgage, lease, transfer, or otherwise dispose of any property,real and personal, as the objects and purposes of the Corporation may require,subject to such limitations as may be prescribed by law,

l. To borrow money, and from time to time, to make, accept, endorse, execute, andissue bonds, debentures, promissory notes, bills of exchange, and otherobligations of the Corporation for moneys borrowed or in payment for propertyacquired or for any of the other purposes of the Corporation, and to secure thepayment of any such obligations by mortgage, pledge deed, indenture, agreementor other instrument or trust, or by other lien, upon assignment of, or agreement inregard to all or any part of the property, rights, privileges of the Corporationwherever situated, whether now owned or hereafter acquired.

m. To invest and reinvest its funds in such stock, common or preferred, bonds,debentures, mortgages, or in such other securities and property as its Board ofDirectors shall deem advisable, subject to the limitations and conditions containedin any bequest, devise, grant or gift, provided such limitations and conditions arenot in conflict with the provisions of section 501(c)(3) of the Internal RevenueCode and Regulations thereunder as they now exist or as they may hereafter beamended.

n. To enter into any plan or project for the assistance and welfare of its employees.

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o. To appoint such subordinate officers and agents as the business of the Corporationrequires, prescribe their duties and fix their compensation; and

p. Generally to do everything suitable, proper and conducive to the successfuloperation of a non-profit, business, and Corporation in all its branches anddepartments; to do any and all of the things herein set out and such other things asare incidental or conducive to the attainment of the purposes of this non-profitCorporation, to the same extent as natural persons might or could do and in anypart of the world, as principal, factor, agent, contractor, or otherwise either aloneor in conjunction with any person, firm, association, Corporation or any entity ofwhatsoever kind, and to do any and all such acts and things to the full extentauthorized or permitted a non-profit Corporation under Internal Revenue Codesection 501(c)3 and/or 501(j) or any laws that may be now or hereafter applicableor available to this non-profit corporation.

2.04 The Objects of the Corporation, in addition to the above, are to stimulate interest andparticipation in athletic programs for residents of the area and to sponsor, coordinate anddirect athletic programs for boys and girls through eighteen years of age.

ARTICLE 3Duration

3.01 The duration of the Corporation shall be perpetual, unless sooner dissolved inaccordance with the Laws of the State of Alabama pertaining to the dissolution of non-profit corporations.

3.02 In the event of dissolution of this Corporation, assets of the Corporations shall bedistributed to a corporation organized exclusively for the charitable, or educationalpurposes similar to the purposes of this Corporation so enumerated in Article II of theseCertificate of Formation within the meaning of section 501(c)(3) and 170(c)(2) and/or501(j) of the Internal Revenue Code, or corresponding section of any future federal taxcode. Any such assets not so disposed of shall be disposed of by a court of competentjurisdiction of the county in which the principal office is then located, exclusively forsuch purposes or to such organization(s), as said court shall determine, which areorganized and operated exclusively for such purposes.

ARTICLE 4Non-Profit Powers and Responsibilities

(State and Federal Statutory, Regulatory, and Other)

4.01 This Corporation shall reserve the right to exercise all powers accorded nonprofit

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corporations by statute as stated in section 10A-1-2.11-20 of the “Alabama Business andNon-Profit Entity Code” and any others conferred upon it by law, statute, or ruling whichis hereby incorporated herein.

4.02 No part of the net earnings of the Corporation shall inure to the benefit of, or bedistributable to its members, directors, officers, or private persons, except that theCorporation shall be authorized and empowered to pay reasonable compensation forservices rendered and to make payments and distributions in furtherance of the purposesset forth in Article 2 of these Certificate of Formation.

4.03 No substantial part of the activities of the Corporation shall be the carrying on ofpropaganda, or otherwise attempting to influence legislation, and the Corporation shallnot participate in, or intervene in (including the publishing or distribution of statements)any political campaign on behalf or in opposition to any candidate for public officeoutside the purpose of the existence of this Corporation.

4.04 Not withstanding any other provision of these Certificate of Formation, the Corporationshall not carry on any other activities not permitted to be carried on (a) by a corporationexempt from federal income tax under section 501(c)(3) and/or where needed and therebyapplicable 501(j) of the Internal Revenue Code, or corresponding section of any futurefederal tax code, or (b) by a corporation, contributions to which are deductible undersection 170 (c)(2) of the Internal Revenue Code or corresponding section of any futurefederal tax code.

ARTICLE 5Members, Membership Issues.

5.01 Membership Generally: This Corporation may have members as the Board of Directorsdetermine, from time to time at their will at any time, who may such have such rights,privileges, and responsibilities as the Board of Directors determines. Likewise the Boardof Directors will solely determine the eligibility criteria for any and allmembers/membership issues, if any, which may be revised from time to time and/orrevoked. All management and business of the Corporation shall be conducted by theBoard of Directors and not by the members and/or any membership. This sectionabrogates any law to the contrary enumerated in the Code of Alabama, 1975, as amended.

5.02 Consistent Active Membership: Consists of parents and/or guardians whose child isactively participating in an athletic program of CYAA for at least two (2) years and are ingood financial standing with CYAA and not CYAA coaches any money or the like. Consistent Active Members have the revocable privilege, as decided by the Board ofDirectors, to attend board meetings, but must request such privilege from the Secretary ofthe Corporation in advance to schedule their attendance. Furthermore, Consistent Active

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Members are not due notice of the board meetings except for the revocable privilege, asdecided by the Board of Directors, notice of the next meeting when requested by thatConsistent Active Member of any official member of the Board of Directors, who shouldthen direct the Consistent Active Member to either the Secretary or the ExecutiveDirector/Chairman. At said board meetings Consistent Active Members have therevocable privilege to bring problems and new ideas to the attention of the board meetingin an orderly fashion, however, Consistent Active Members do not have any votingprivileges or powers at any board meetings. Members, including, but not limited toConsistent Active Members, are not allowed to be present during any vote of the Board ofDirectors. The privileges are subject to modification and/or revocation by the Board ofDirectors at anytime with or without notice in the absolute discretion of the Board ofDirectors furthermore the criteria of eligibility, rights, duties, and privileges, if any, maybe decided from time to time and/or revoked from time to time by the Board of Directors.

5.03 Active Membership: Consist of parents and/or guardians who reside within thedesignated boundaries of CYAA and whose child is actively participating in an athleticprogram of CYAA. The criteria of eligibility, rights, duties, and privileges, if any, maybe decided from time to time and/or revoked from time to time by the Board of Directors.

5.04 Social Membership: Consist of those adult persons desiring to be members who agreewith the aims, purposes, objectives, policies and the like of CYAA, but have no childparticipating in any CYAA sponsored athletic program. The criteria of eligibility, rights,duties, and privileges, if any, may be decided from time to time and/or revoked from timeto time by the Board of Directors.

5.05 Honorary Membership: Consist of and award by the unanimous vote of the CYAABoard of Directors to persons so deserving as determined in the sole discretion of theBoard of Directors. The criteria of eligibility, rights, duties, and privileges, if any, may bedecided from time to time and/or revoked from time to time by the Board of Directors.

5.06 Exceptions: As prescribed in the current National Charter Sports Regulations for eachindividual sport and/or as determined in the sole discretion of the Board of Directors.

5.07 Boundaries: The boundaries as prescribed by CYAA, if any, are subject to the solediscretion of the Board of Directors. Such boundaries may be decided by resolution andbecome part of the official minutes and/or any standard operating procedures, if any, ofCYAA.

5.08 Membership Meetings: Membership meetings shall not be required ever at any time. However, the Board of Directors may call and/or institute membership meetings at anytime to accomplish any of the goals of the Corporation or for consultation or the like.

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ARTICLE 6Board of Directors/Executive Board

6.01 Government: This Corporation shall be governed by a Board of Directors of not lessthan three, a majority of which shall be unrelated by blood or marriage. The Board ofDirectors shall also be known as the Executive Board of Directors and/or ExecutiveBoard and/or Board of Directors which shall operate as the legal and official Board ofDirectors. All other directors, regardless of designation or office, if any, shall not beconsidered part of the legal and official Board of Directors/Executive Board ofDirectors/Executive Board unless specifically and unambiguously noted otherwise by thegoverning documents of the Corporation.

6.02 Board of Directors Act as Trustees, Exemption from Liability: The Board ofDirectors shall be trustees of the Corporation and its assets, both real and personal, andshall fulfill functions and duties ascribed them by all applicable laws. In addition, theyshall advise the Executive Director/Chairman/Chairwoman in matters of the operation ofthe Not for Profit. The Board of Directors shall in no way encumber personal liabilityfrom the actions of the Corporation and shall be entitled to indemnification according tothe provisions of the Alabama Non-Profit Corporation Law and the Alabama lawsexempting nonprofit officials from liability.

6.04 Resignation or Removal: Any Director may resign at any time by giving prior writtennotice of such resignation to the Board of Directors. Furthermore, Directors may beremoved from the Board of Directors by resignation, engaging in activities unbecoming acivic leader, or when such activities will serve the best interest of this corporation, death,or by unilateral action of the Executive Director in counsel with the other Board ofDirectors. Vacancies on the Board will be filled by nomination of the Executive Directorand a majority vote of the remaining Board of Directors. The Executive Director may beremoved by unanimous written resolution by all the Board of Directors excepting theExecutive Director. The new Board of Director elected to fill the vacancy will serve forthe unexpired term of the predecessor in office.

6.05 General Rights, Duties, Responsibilities of the Board of Directors/Executive Board:

The Board of Directors shall have the following rights, duties, responsibilities and like, amongthose others required and/or allowed by law, the governing documents of the Corporation, orinherit in the office of the Board of Directors:

a. The payment of all bills must be either ratified and/or have prior approval of theBoard of Directors, unless otherwise agreed to by Resolution of the Board ofDirectors for that specific purpose(s).

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b. Likewise all correspondence originating from CYAA must receive prior approvalor subsequent ratification to be deemed legitimate.

c. It is the responsibility of the Board of Directors to establish and monitor any pettycash funds or the like for the benefit of CYAA.

d. The Board of Directors shall have the sole power and right to make interpretationof the governing documents of CYAA, including but not limited to, the Certificateof Formation (i.e. Articles of Incorporation) and their Amendments; the Bylaws;the Constitution, if any, and the Standard Operating Procedures, if any, and anyMinutes, Resolutions, or the like.

e. The Board of Directors shall stand ready to activate the membership to assistCentral School, PTA, PTO, and/or other CYAA sponsored programs.

f. Shall be responsible for and responsive to the welfare, needs, and progress ofCYAA.

g. The Board of Directors shall make the welfare of the boys and girls the pole starguidance and prerequisite for all decisions.

h. The Board of Directors shall enforce a minimum play rule for each sport.

I. The Board of Directors shall establish an equitable assignment of the practicefacilities to each sport offered by CYAA.

6.06 Appointment & Election & Term: The Board of Directors shall be appointed by theExecutive Director, and thereafter shall be appointed by the majority of existing Board ofDirectors (Executive Director/Chairman breaks any ties with his or her vote) upon thenomination of the Executive Director who may take nominations also from the otherBoard of Directors, designated committees, or from the suggestions of Consistent ActiveMembers. Said appointments shall be made at the Annual meeting of the Board ofDirectors. Those appointed and/or elected to the Board of Directors shall serve a term oftwo (2) years, and shall be eligible to succeed themselves in consecutive terms providedthey remain in active service and continue to meet the requirements enumerated in section6.01 of the Articles of Incorporation/Certificate of Formation and any other requirementsset out by the Board of Directors by written Resolution, Bylaw, or in the governingdocuments as defined by the Code of Alabama, 1975, as amended.

ARTICLE 7Meetings (Board of Directors), Voting Restrictions Generally

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7.01 Annual Meeting, Quorum: The Directors shall meet at least annually in a locationsspecified by the Board of Directors, who shall, in the case of regular meetings, givewritten or oral notice of the time and location of the meeting to all Board of Directors atleast thirty (30) days before the meeting. The location of said meetings may be anylocation within or outside the State of Alabama. The Corporation shall reserve the rightto reimburse all Board of Directors for all reasonable travel expenses incurred inattending the meetings, and shall so stipulate the decision for said reimbursements in aresolution passed at the meeting being considered for reimbursement. Saidreimbursements shall be subject to the Corporations official reimbursement plan in forceat the time of the transaction. A simple majority shall constitute a quorum sufficient toconduct business.

7.02 Regular Meetings: The Board of Directors (Executive Board) meetings should be heldmonthly. Notice of said meetings will be posted by and at customary means and places,or as otherwise agreed, and times prior to the meetings.

7.03 Special Meetings: Special Meeting of the Board of Directors may be called by theChairman/Executive Director upon forty-eight (48) hour notice, by customary and/oragreed upon means, to all those on the Board of Directors with specific purpose of themeeting stated at that time.

7.04 Voting Restrictions: a. No member, that is not on the Board of Directors, is allowed to be present during

any voting by the Board of Directors at any meeting of the Board of Directors.

b. If a member of the Board of Directors is also a “Sport’s Director” or the like overa particular sport he or she loses their voting rights during that particular sport inmatters regarding that sport, unless otherwise, unanimously agreed to and madepart of the official minutes by the Board of Directors for each vote of that “Sport’sDirector”.

c. Former Board of Directors have no Board of Directors privileges or rightswhatsoever, however, they are required to be available for consultation for at leastone (1) year after their tenure in office.

d. Absentee ballots for the Board of Directors must be made available by the Boardof Directors fourteen (14) days prior to election through the Corporate Secretary’soffice.

ARTICLE 8Officers

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CYAA — BYLAWSBY THE M CCARTHA LAW F IRM , LLC ____________________ 8.01 Executive Officers — (the defacto and ex officio Board of Directors also known as the Executive Board — Notethere is only one Board of Directors known by the several names as provided herein):

a. Board of Directors:

1. The Executive Officers by virtue of the their office (ex officio) are also theBoard of Directors also known as the Executive Board and as such areappointed and/or elected to their Executive Office by the Board ofDirectors.

2. Any officer may hold one or more office simultaneously except for theoffices of President and Secretary.

3. Removal from the Executive Office shall by the Executive Director incounsel with the Board of Directors.

4. All Executive Officers shall be elected to a two (2) year term and beavailable to succeed themselves if so elected and/or appointed.

5. The Board of Directors may add and subtract offices as needed, however,all offices added as an Executive Office are ex officio members of theBoard of Directors and subject to all the laws so governing them.

6. Furthermore, the Board of Directors may add or reduce the rights,privileges, responsibilities, and duties of any Executive Officer or otherofficer or director by written Resolution or the like without the need tomodify these Bylaws; however, said addition or reduction of the rights,privileges, responsibilities, and duties of any Executive Officer or otherofficer or director shall be published to the person or officer affected.

b. President, Executive Director, Chairman of the Board of Directors are exofficio one and the same.

1. The President shall be elected by the Board of Directors.

2. The President will be the Chief Executive Officer and Executive Directorof this Corporation and will, subject to the control of the Board ofDirectors, supervise and control the affairs of the Corporation. ThePresident will perform all duties incident to such office and such otherduties as may be provided in these Bylaws or as may be prescribed fromtime to time by the Board of Directors.

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3. The President shall assist/consult each Officer of the Corporation with anyof their duties when called upon. The President will organize and call atleast one meeting during the year.

4. The President shall call to order and chair all meetings including, but notlimited to the Board of Directors and other committee and/or officer ormembership meetings, if any.

5. The President shall appoint and/or remove all officers, directors (otherthan the Board of Directors, unless otherwise specified herein),committees, and serve as a member and chairman ex officio all internalorganizations and committees.

6. The President may delegate authority to members and/or officers wherethe situation warrants such delegation in the Presidents discretion.

7. The President shall, as a minimum guideline, require more than onesignature on checks of five hundred dollars ($500.00) or more.

8. The President shall either approve or defeat all motions in accordance withthe wishes of the majority of the Board of Directors voting during aquorum in which the President is in attendance unless the governingdocuments or resolution specifies otherwise.

9. The actions taken by the President shall be ratified, absent good causeotherwise, by a majority of the Board of Directors.

10. The President shall appoint replacements to complete the unexpired termof any office of CYAA that becomes vacant, subject to the ratification ofthe Board of Directors.

11. The President will appoint an audit committee (not necessarily CertifiedPublic Accountants, but some or all the committee certainly can beCertified Public Accountants) each year to audit (this is not used as a termof art, but as a general colloquial description) the Treasury books andaccounts ten (10) days prior to installation of officers.

c. First (1 ) Vice President (also known as “the Vice President”) (Ways andst

Means V.P.) — rights, privileges and duties shall consist of the following:

1. The Vice President will perform all duties and exercise all the powers ofthe President when the President is absent or is otherwise unable to act.

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The Vice President will perform such other duties as may be prescribedfrom time to time by the Board of Directors or the President. The VicePresident shall be named by a majority of the Board of Directors upon thenomination of the Executive Director. Furthermore, the vice presidentshall by virtue of his/her office (ex officio) assume the office of President,Chairman, Executive Director, as described above, upon the retirement,resignation, or the departure of the President from the Corporation.

2. Be responsible to the Chairman for special assignments.

3. Direct and coordinate the activities of the ways and means committee, ifany.

4. Assist other committees and sports directors in obtaining sponsors and/orconducting other fund raising programs.

5. Assist in player registration and tryouts

d. Secretary — rights, privileges and duties shall consist of the following:

1. The Secretary will keep minutes of all the business and meetings of theBoard of Directors and if any members are appointed, and there are anymeetings of those members, the Secretary will keep those minutes as well,and will be the custodian of the corporate records, will give all notices asare required by law or by these Bylaws, and generally will perform allduties incident to the office of Secretary and such other duties as may berequired by law, by the Articles of Incorporation (Certificate ofFormation), or by these Bylaws, or which may be assigned from time totime by the Board of Directors.

2. The Secretary shall be named by a majority of the Board of Directors uponthe nomination of the Executive Director.

3. Issue minutes of the previous meetings to the Board of Directors.

4. Maintain an up-to-date membership list including, but not limited to,designation, names, addresses, and telephone numbers.

5. Write or have written and receive all correspondence originating from ordirected to CYAA

6. Receive and organize and where necessary promptly publish to thoseentities necessary team rosters furnished by the Player Agent.

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7. Appoint assistants as necessary to efficiently conduct all secretarial duties.

8. Notify the Board of Directors of all meetings, and if applicable notify themembers of any applicable meetings to the membership or as otherwisedesignated herein or the governing documents of the corporation.

e. Treasurer — rights, privileges and duties shall consist of the following:

1. The Treasurer will have charge and custody of all funds of theCorporation, will deposit the funds as required by the Board of Directors,will keep and maintain adequate and correct accounts of the Corporation’sproperties and business transactions, will render reports and accountings tothe Board of Directors, and will perform in general all duties incident tothe office of Treasurer and such other duties as may be required by law, bythe Articles of Incorporation (Certificate of Formation), by the Bylaws, orbe assigned from time to time by the Board of Directors.

2. The Treasurer shall be named by a majority of the Board of Directors uponthe nomination of the Executive Director.

3. Receive and account for all monies in the name of CYAA. The TreasurerSHALL NOT co-mingle CYAA funds with their own personal or businessor any other entity’s or person’s funds.

4. Pay all bills upon the approval of the Executive Board (i.e. the Board ofDirectors) or as signed by the Board of Directors or Sports Directors forexpenditures resulting from approved budgets.

5. Maintain records of all receipts and disbursements.

6. Report on financial status at all meetings of the Board of Directors or asotherwise directed by the Board of Directors or the Executive Director andhave all books and accounts and records available for inspection at anytime by the Executive Board (i.e. the Board of Directors) and/or thePresident/Executive Director.

7. Establish a checking account in coordination with the President and/or theBoard of Directors at a local financial institution (i.e. a bank or creditunion geographically prompt to the CYAA fields of play) approved by theBoard of Directors. Two (2) signatures checks shall be issued requiringthe signature of the Treasurer and Chairman/President or First (1 ) Vicest

President for withdrawal of monies exceeding five hundred dollars($500.00) from the treasury of CYAA or any account thereof. See also —

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8.01(b)7 of these Bylaws.

8. Have the books either audited at the end of each fiscal year by a certifiedpublic account (CPA) or persons approved by the Executive Board (i.e.Board of Directors) and promptly submit the copy of such report to theBoard of Directors, OR assist the President in any way requested in theirduty of appointing an audit committee (not necessarily Certified PublicAccountants, but some or all the committee certainly can be CertifiedPublic Accountants) each year to audit (this is not used as a term of art, butas a general colloquial description) the Treasury books and accounts ten(10) days prior to installation of officers.

f. Second (2 ) Vice President. (Safety & Equipment)nd

1. Shall be named by a majority of the Board of Directors upon thenomination of the Executive Director.

2. Direct and coordinate the activities of the Safety Committee andEquipment Committee.


4. Assist in player registration and tryouts.

g. Third (3 ) Vice President (Facilities) — rights, privileges and duties shallrd

consist of the following:


2. Direct and coordinate the activities of the Facilities Committee, if any.



h. Fourth (4 ) Vice President (Concessions)— rights, privileges and duties shallth

consist of the following:


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2. Direct and coordinate the activities of the Concession Committee, if any.



I. Player Agent — rights, privileges and duties shall consist of the following:


2. Directs and conducts, either personally or through committee orappointment of assistants as necessary, all registrations, tryouts, drafting,and the like for all sports sponsored by CYAA.

3. Appoints assistants, secretaries, committees, and the like as necessary tohelp facilitate their responsibilities.

4. Verifies through review of birth records and residential locations toconfirm players are eligible.

5. Receive players names submitted for All-Stars by manager and coaches,and conduct balloting for selection of the All-Star teams for applicablesports.

ARTICLE 9Non-Voting Corporate Officers

9.01 Non-Voting Corporate Officers Generally: In order to operate CYAA in a manner thatis most efficient and advantageous to those players, children and coaches involved CYAAmay name the following officers and offices which may be added or subtracted as neededas solely determined by the Board of Directors without the need of amending theseBylaws. The following officers and offices do not have voting rights, but may, as solelydetermined by the Board of Directors be assembled by the President from time to time togive their individual and/or cumulative counsel on the issues of CYAA and/or any CYAAsponsored activity. The President may remove anyone serving in any non-voting officelisted below at anytime for any reason. The Board of Directors may add or subtractresponsibilities, rights, privileges, and duties as the Board of Directors desires in its solediscretion without the need of amending these Bylaws by resolution or StandardOperating Procedure.

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a. Director of Baseball:

1. Who shall serve as the director for the entire CYAA baseball and t-baseball programs.

2. Who shall also recommend managers and coaches to the Board ofDirectors (i.e. the Executive Board) for approval.

3. Who shall also assist the Player Agent, Board of Directors and Officerswith any aspect regarding the directing of the baseball and t-baseballprograms of CYAA as needed and/or noted by the Board of Directors,Player Agent and/or Officers of CYAA, including but not limited to,registration and the like.

4. Appoint assistants as necessary to implement and carry out the baseballprogram.

5. Solicit assistance from the Ways and Means Committee as necessary inestablishing seasonal budgets

6. Follow safety and equipment guidelines.

7. All sports directors are required to submit a preliminary report and budgetfor review and a final or post season report and “actual” budget for review.

b. Director of Basketball:

1. Who shall serve as the director for the entire CYAA basketball programs.


3. Who shall also assist the Player Agent, Board of Directors and Officerswith any aspect regarding the directing of the basketball program ofCYAA as needed and/or noted by the Board of Directors, Player Agentand/or Officers of CYAA, including but not limited to, registration and thelike.

4. Appoint assistants as necessary to implement and carry out the basketballprogram.


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c. Director of Soccer:

1. Who shall serve as the director for the entire CYAA soccer programs.


3. Who shall also assist the Player Agent, Board of Directors and Officerswith any aspect regarding the directing of the soccer program of CYAA asneeded and/or noted by the Board of Directors, Player Agent and/orOfficers of CYAA, including but not limited to, registration and the like.

4. Appoint assistants as necessary to implement and carry out the soccerprogram.




d. Director of Girls Softball:

1. Who shall serve as the director for the entire CYAA girls softballprograms.


3. Who shall also assist the Player Agent, Board of Directors and Officerswith any aspect regarding the directing of the girls softball program ofCYAA as needed and/or noted by the Board of Directors, Player Agentand/or Officers of CYAA, including but not limited to, registration and thelike.

4. Appoint assistants as necessary to implement and carry out the girls

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softball program.




e. Director of Volleyball:

1. Who shall serve as the director for the entire CYAA volleyball programs.


3. Who shall also assist the Player Agent, Board of Directors and Officerswith any aspect regarding the directing of the volleyball program ofCYAA as needed and/or noted by the Board of Directors, Player Agentand/or Officers of CYAA, including but not limited to, registration and thelike.

4. Appoint assistants as necessary to implement and carry out the volleyballprogram.




f. Schedule Director:

1. Shall establish and prepare schedules for season games for all sports.

2. Who shall also assist the Player Agent, Board of Directors and Officerswith any aspect regarding the directing of the schedules of CYAA asneeded and/or noted by the Board of Directors, Player Agent and/orOfficers of CYAA, including but not limited to, registration and the like.

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ARTICLE XCommittees

10.01 Standing and Other Committees Generally: The following shall be the standingCYAA committees in operation; however, the Board of Directors may likewise add andsubtract any other committees it deems to be needed in its sole discretion at anytimewithout amending these bylaws by resolution or Standard Operating Procedure:

10.02 Ways and Means Committee: The Ways and Means Committee shall:a. Initiate plans and projects to finance CYAA sports programs including, but not

limited to, obtaining sponsors and bill board advertising.

b. Solicit assistance from sports directors, managers, coaches, and all othersnecessary to establish budgets and fund raising programs.

10.03 Facilities Committee: The Facilities Committee shall:a. Be responsible for the upkeep and cleanliness and safety of the fields and facilities

and parking areas and buildings operated by CYAA.

b. Initiate actions for maintenance and repair of facilities.

c. Control keys to CYAA facilities.

d. Maintain first aid equipment and assure that adequate first aid supplies are onhand.

10.04 Concessions Committee: The Concessions Committee shall:a. Operate the concessions stand(s)

b. Control the security and access to the concession stand(s).

c. Maintain records and submit monthly reports regarding all income and expenseand funds and the like to the Board of Directors and the President and Treasurer.

d. Establish a petty cash system for operation of the concessions.

ARTICLE XIStandard Operating Procedures

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CYAA — BYLAWSBY THE M CCARTHA LAW F IRM , LLC ____________________ 11.01 Standard Operating Procedures Generally: The Board of Directors may implement,

amend, change, abolish, reform, or the like Standard Operating Procedures for all areas ofgoverning CYAA that are not in conflict with these Bylaws, the Certificate of Formation,or the Laws of Alabama. These Standard Operating Procedures shall have the same forceand effect as any other formal Resolution of the Board of Directors. Said StandardOperating Procedures may, among other things, establish procedures for the handling ofCYAA funds not otherwise governed by these Bylaws and the Certificate of Formation,designate rules and procedures for Safety Guidelines, Equipment Guidelines, GeneralRules and Procedures for coaches, players, parents, members, meetings, umpires,sportsmanship, sports rules, committees, and the like. If there is a conflict between theStandard Operating Procedures and the Bylaws then the Bylaws prevail. If there is aconflict between the Standard Operating Procedures and the Certificate of Formation thenthe Certificate of Formation prevails. If there is a conflict between and earlier Standardof Procedure and a later the later will prevail.

ARTICLE XIIProvisions for Private Foundation

In the event the Corporation is deemed to be a “private foundation” according to theprovisions of the Internal Revenue Code of 1954 and the Regulations thereunder, as amended,the Corporation shall be subject to the following provisions:

12.01 The Corporation shall distribute its income for such taxable year at such time and in suchmanner as not to become subject to the tax or undistributed income imposed by Section4942 of the Internal Revenue Code of 1954, or corresponding provisions of anysubsequent federal tax laws;

12.02 The Corporation shall not engage in any act of self-dealing as defined in Section 4941 (d)of the Internal Revenue Code of 1954, or corresponding provisions of any subsequentfederal tax laws;

12.03 The Corporation shall not retain any excess business holdings as defined in Section4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of anysubsequent federal tax laws;

12.04 The Corporation shall not make any investments in such manner as to subject it to taxunder Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions ofany subsequent federal tax laws; and

12.05 The Corporation shall not make any taxable expenditures as defined in Section 4945 (d)of the Internal Revenue Code of 1954, or corresponding provisions of any subsequentfederal tax laws.

ARTICLE XII

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AMENDMENTS

13.01 Amendment of the Bylaws shall be by no less than two thirds (2/3rds) of the directorswhere there is a quorum at any annual meeting or specially called meeting wherein thepurpose was so stated in the notice of the meeting, but in no event shall these bylaws beamended with less than 10 days notice prior to said meeting of said purpose and theamendments proposed.

IN WITNESS WHEREOF, I hereby set my hand and seal this ________day of_________2011.

Thomas Fleming, President, Executive Director

Kay Howard, Treasurer

Danny Benson, 1st Vice President (Ways & Means)

THIS INSTRUMENT PREPARED BY

JASON P. McCARTHA, Esq. For

THE MCCARTHA LAW FIRM , LLC

P.O. Box 44 Ryland, Alabama 35767Phone (334)265-1919 or (256)776-7500Fax (256)[email protected]

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mailto:[email protected]

Documents

CENTRAL YOUTH ATHLETIC ASSOCIATION, INC... · organizing officials, presenting seminars, distributing a newsletter, and otherwise encouraging growth of the sport qualifies for exemption