Long Valley Basketball Association

CONSTITUTION AND BY-LAWS

OF THE

LONG VALLEY BASKETBALL ASSOCIATION, INC.

 

2009

 

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ARTICLE I - NAME

Section #1

 

The corporation’s name is the “Long Valley Basketball Association Inc.”, referred to in these bylaws hereafter as “the Corporation”.  (Historically, it was also known as the “Washington Township Basketball Association”.)  On September 21, 2000 it was incorporated under the statutes of New Jersey on corporate certificate number 0100829395.  The Corporation’s Federal EIN is 22-3755928.

 

Section #2

 

The principal office of the Corporation shall be located in Long Valley, New Jersey, at the discretion of the president.

 

Section #3

 

The League may change its name by a vote of the membership body.

 

ARTICLE II - PURPOSE

 

Section #1

 

It is the intent and purpose that the Corporation shall be organized and operated exclusively for charitable and educational purposes in the public interest for residents of the Washington Township School District, Morris County, NJ.

 

Section #2

 

The purposes for this corporation are:

  • To offer a recreational activity for the youths of Washington Twp (Morris County) NJ
  • To develop and enhance community interest in basketball
  • To provide opportunities for participation in organized basketball
  • To provide training in basketball fundamentals
  • To provide competitive programs appropriate for respective age levels
  • To develop and improve township basketball facilities when economically prudent
  • To assist youth travel basketball programs when they are not otherwise affiliated
  • To develop the youth of the township, especially as it applies to acceptable fair play practices, and if selected to referee.

 

 

Section #3

 

This corporation is not organized for the profit of its directors, officers, or members.  The corporation may not issue stock nor distribute dividends.

 

Section #4

 

None of this corporation’s activities shall include carrying on propaganda, or otherwise attempting to influence legislation unless it specifically and materially affects the ability of the Corporation to carry out its purposes.  This corporation shall not participate in, contribute to, or otherwise intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

 

Section #5

 

The Corporation shall carry on activities that assure its continuing ability to:

  • Maintain exempt status from federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law)
  • Accept contributions, which are deductible by the donors under Section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 

 

ARTICLE III - MEMBERSHIP

 

Section #1

 

Playing membership in this organization is open to any youth who

  • resides in the Washington Township School District (Morris County) NJ, and
  • ascribes to the goals and objectives of the Corporation as included in the by-laws.

Proper registration must be submitted and payment must be received before any playing participation by any youth. Payment may be waived at the BOD’s discretion for individual instances where financial hardship is conveyed.

 

 

Section #2

 

General membership of this organization shall be:

  • any duly recognized member of the Board of Directors, or any member of a committee formed by the Board of Directors.

 

 

 

 

 

 

 

 

Section #3

 

Honorary membership may be conferred upon any person of good character, by a two-thirds vote of the Directors.  Said honorary membership shall be for one year, unless otherwise specified, but shall not permit voting or office-holding privileges; however, that person may be elected [or appointed to a vacancy] to the BOD.

 

 

ARTICLE IV – VOTING

 

Section #1

 

Only the Directors of the Board may vote on motions and elections at Board of Directors’ meetings.  Grade Coordinators are approved by the Board of Directors and while permitted to attend any BOD meeting may not initiate nor second any motion at such meetings. Grade coordinators are not included nor considered when determining a quorum.

 

 

Note: Grade Coordinators are those individuals who have been assigned responsibility for grade levels/genders, e.g. 4th grade boys or 5th grade girls.

 

Section #2

 

All votes will be viva voce, i.e. by voice of authorized voters who are present at meetings.  Absentee or proxy voting on motions is not allowed.

 

 

ARTICLE V – BOARD APPOINTMENTS

 

Section #1

 

At it’s April meeting, determinations will be made regarding the composition of the BOD. The four Executive position seats will be open on an annual basis. Directors holding the executive seats at the time of the April meeting will be subject to a vote by the existing BOD. Any vacancies will be filled within the current BOD by a majority vote.

 

 

Section #2

 

Non-Executive positions will also be open on an annual basis. Directors holding the non-executive seats at the time of the April meeting will be subject to a vote by the existing BOD. Any vacancies will be filled by the following procedures:

 

 

 

 

 

 

  • Open public polling will occur through the Association’s website as well as any other reasonable method of advertisement
  • A standard ‘bio’ sheet will be made available for prospective members and will serve as the official application
  • A nominating committee – having been established by the BOD at the time when any vacancy is present- will review the applications and make recommendations to the BOD
  • The deadline for the application, review, and recommendation process will be May 31st.
  • Newly appointed BOD member’s term will officially begin at the time of the Corporation’s June meeting

 

 

 

ARTICLE VI - MEETINGS

 

Section #1

 

The Corporation shall meet on the 2nd Tuesday of every month (excluding July) at the Long Valley Middle School (as available) at 8:00 p.m

Public notice of the Corporation’s annual meeting shall be advertised on it’s website or in such place that the public may reasonably determine the time, date, and location.

 

Section #2

 

Any member of the Washington Township School District is permitted to attend any meeting.  Non-Director attendees are required to leave BOD meetings whenever sensitive issues are discussed about specific individuals.

 

The presiding officer at BOD meetings will identify the time slot for which non-Directors may speak.

 

At BOD meetings, non-Directors may not participate in motions and discussions. Non-Directors do not have a vote at BOD meetings.

 

Section #3

 

Special all-member meetings may be called:

  • by the President when he/she deems it for the best interest of the organization, or,
  • whenever 50 percent of the members of the Board of Directors in good standing shall make a written request to the president for the same

 

Notices of such meetings must be posted on the Association’s website. These advertisements must identify the reason(s) for such a meeting.  The meeting is limited to only discussing and/or resolving those identified issues; except that other issues may be discussed and/or resolved by unanimous consent of all present at that meeting to address other issues.

 

 

 

ARTICLE VII – ORDER OF BUSINESS

 

Section #1

 

Roberts Rules of Order shall govern the procedures of all meetings of the organization and its constituent parts, except as provided by these bylaws.

 

Section #2

 

A majority of its members [i.e. filled Director positions] in good standing of the Board of Directors shall constitute a quorum at any meeting of the organization.

 

Each Director shall have one vote and proxy may not do such voting.

 

Section #3

 

At all meetings, the order of business shall be:

  • Open Public Discussion, Close Public Discussion
  • Minutes of previous meeting
  • Procedural Motions (may also occur during the schedule below)
  • President’s Report
  • Treasurer’s Report
  • Report of any Executive Committee actions taken
  • Reports of other Officers and Directors
  • Reports of other program coordinators and committee heads
  • Elections (if applicable)
  • Old and Unfinished Business
  • New Business
  • Good and Welfare (announcements, recognitions, etc.)
  • Adjournment

 

Section #4

 

Affirmative vote by a simple majority of the members of the Board of Directors present and voting at any regular or special meeting of this organization shall decide all matters, providing a quorum is met.  The president shall not vote except to break a tie.  Roberts Rules of Order govern procedural motions.

 

Any member of the Board of Directors not present at a regular or special meeting must refrain from voting on the minutes of that meeting at which the absenteeism occurred.

 

 

 

 

 

 

 

 

ARTICLE VIII – BOARD OF DIRECTORS (“BOD”)

 

Section #1

 

A Board of Directors will consist of seven to nine Directors. The Board of directors is the sole managing entity of all the affairs of the Corporation, including any questions relating in any manner whatsoever.  The BOD is authorized to

  • make all contracts necessary for the proper transaction of all business.
  • have jurisdiction over all matters pertaining to the care, conduct, control, supervision, and management of the Corporation and its finances
  • make all appropriations
  • have the power to delegate the aforementioned powers and duties, as they deem appropriate in their sole discretion.

 

Section #2

 

Eligibility requirements to be a Director:

  • Be a member or honorary member of the organization
  • Residency in the Washington Township Scholl District, Morris County, NJ
  • Age 21 or older at the time of elections
  • No felony convictions nor court-ordered restrictions as to contact with children

 

Section #3

 

Grade Coordinators are approved by the Board of Directors, and are members of the Board for the purpose to recommend changes to specific league rules and or to other relevant policies, guidelines, and procedures.  Grade Coordinators may not initiate nor second any motion at BOD meetings and are not included nor considered when determining a quorum.

 

Section #4

 

The officers of this organization shall be elected from and by the Board of Directors and shall hold office for a period of at least one fiscal year, or until their successors are duly appointed and charged.  Said officers shall be the President, Vice President, Secretary, and Treasurer.

 

 

Section #5

 

The Board of Directors shall meet regularly for conducting the Corporation’s business as prescribed in the by-laws.

 

 

 

 

 

 

Section #6

 

No assessments shall be levied directly against the Board of Directors for meeting the Corporation’s obligations.

 

 

ARTICLE IX - FISCAL YEAR

 

Section #1

 

The organization shall operate its business on a calendar year basis including its federal and state tax reporting.

 

 

ARTICLE X – OFFICERS’ RESPONSIBILITIES

 

Section #1

 

The President shall:

  • Preside at all all-member and BOD meetings
  • Present a report that identifies the state of the Corporation at the annual meeting.
  • Appoint all committees, temporary or permanent
  • See that all books, reports, and certificates required by law are properly kept or filed
  • Be one of the officers authorized to sign checks or drafts of the Corporation
  • Be able to make decisions as may be reasonably construed as belonging to the Chief Executive of any organization.

 

Section #2

 

The Vice-President shall, in the event of the absence or inability of the President to exercise his/her office, become acting President of the organization with all the rights, privileges, and powers as if he/she had been duly elected President.

 

Section #3

 

The Secretary shall:

  • Keep the minutes and records of the organization in appropriate books
  • File any non-financial certificates required by any statute, federal or state law
  • Give and serve all notices to the membership as appropriate
  • Be official custodian of the records and Corporate seal
  • Be one of the officers authorized to sign checks or drafts of the Corporation
  • Present any communications received by the Corporation to the appropriate level of authority (BOD, all-members, etc.)
  • Serve as registrar (membership log of eligible players)

 

 

 

 

 

Section #4

 

The Treasurer shall:

  • Have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies [or securities] of the organization
  • Have monies appropriately deposited in accounts that are readily accessible so that the financial transactions of the organization can be carried out in a timely and accurate manner.
  • Maintain the banking account in a bank located [with a branch] in Long Valley.
  • Must be one of the officers authorized to sign checks or drafts of the Corporation
  • Submit reports of financial position to the BOD at all meetings for their review and approval, and that report will be affixed to the minutes of that meeting
  • Prepare an annual budget for review and approval at the first regular BOD meeting in September
  • File financial documents, e.g. 990 Tax return, to federal and state governments.
  • shall prepare a report for audit by his/her successor
  • Manage insurance matters

 

Section #5

 

No officer shall receive compensation from the Corporation for their activities as officers.

 

Section #6

 

The same person may hold any two or more offices.  No officer shall execute, acknowledge, or verify any instrument in more than one capacity if that instrument must be executed, acknowledged, or verified by more than one officer according to the bylaws or by federal or state law.

 

 

 

ARTICLE XI – STANDING COMMITTEES

 

 

Sections #1

 

An Executive Committee may be convened by three of the four officers in order to carry out Corporation business of an emergency nature, i.e. that which may require resolution before a special or regular meeting can be convened.  Any action by this committee should be immediately communicated to other BOD members within 24 hours; and, all decisions must be specifically disclosed at the next meeting of the entire BOD.  By motion in New Business, decisions by any Executive Committee can be overturned by a 2/3 or greater vote.

 

 

 

 

 

 

Section #2

 

The President and/or the BOD will decide the appropriateness of having any/all other standing committees in order to fulfill the objectives and purposes of the organization.  The length of time of each committee’s existence is similarly determined.

 

The President, subject to the approval of the BOD shall appoint all Committee chairpersons.

 

Section #3

 

The President and Vice-President shall be ex-officio members of all committees.

 

Section #4

 

The BOD must establish a disciplinary committee and its procedures approved by any newly elected Board at a time no later than such Board’s third meeting. The disciplinary committee will be comprised of two to three Officers and be responsible for implementing a fair and consistent approach in addressing matters of misconduct by any person affiliated with the program.

 

ARTICLE XII - FINANCES

 

Section #1

 

The Board of Directors is authorized to accept and receive, in the name of the Corporation, all money given for the purpose of the organization.

 

Section #2

 

The Board of Directors is authorized to set fees for the services of this organization.

 

Section #3

 

The directors have the right to set and collect dues for membership in this organization.  The annual dues to be a playing member of the organization will be set by the Board of Directors prior to registration times, with due consideration of budgetary constraints.

 

Section #4

 

All payments of debts of the organization will be by the organization’s check.  An officer of the Corporation, preferably the Treasurer, must sign all checks of the organization.

 

Section #5

 

The corporation shall maintain a checking account in a bank located [with a branch] in Long Valley as approved by the Board of Directors to be the Corporation’s financial institute.

 

 

 

Section #6

 

Only the Board may approve entering contracts on behalf of the Corporation.  The President must be one of the signors on any contract by or with the Corporation.

 

 

ARTICLE XIII - AUTHORITY TO BIND

 

Section #1

 

No member of this organization shall contract for, incur any debt, enter any agreement, or otherwise obligate this organization, except by authorization of the Board of Directors.

 

 

ARTICLE XIV - DELEGATIONS

 

Section #1

 

The President subject to the approval of the Board of Directors shall appoint delegations or special committees, to represent the organization at a convention, league meeting or assembly, as may be necessary.  Such delegations of committee shall exercise only those powers specifically vested in them by the Board of Directors.

 

 

ARTICLE XV - REMOVAL FROM OFFICE

 

Section #1

 

Any director who shall willfully violate any of the by-laws or rules of the Corporation or who shall be guilty of any conduct injurious to the order, peace, interest or welfare of the Corporation shall be subject to removal.  For lesser violations, suspensions or sanctions may be assessed.  If the violation is regarding the misappropriation of funds, then the Director is responsible for full reimbursement to the Corporation in addition to other non-financial penalties assessed.

 

At any time, and in consideration with a 2/3 vote of a full Board, a Director who is not fulfilling his/her obligations or duties will be notified of such dereliction in writing via certified mail. Such notice will clearly state said deficiencies and allow for a 30-day period at which time the Director may address and or rectify such. Following the 30-day period, and subject to a 2/3 vote of a full Board; the Director will be subject to dismissal.

 

Additionally, any director charged with misconduct a aforesaid shall be furnished, in writing, with a copy of the charge and shall be given at least five (5) days notice to appear before the Board of Directors to make answer thereto.  If, upon inquiry and hearing, the Board of Directors shall be satisfied with the truth of the charge, the Board may, upon affirmative vote of a majority of the other directors:

 

 

 

 

  • remove such director from office, or
  • suspend the director for a specific time period, or
  • levy other penalties that are suitable to alleviate the damages caused by the transgression.

 

 

ARTICLE XVI – POLICY & OPERATING PROCEDURES

 

Section #1

 

The BOD, and its subcommittees will establish written policy which will state the rules pertaining to the adoption of programs, duties of officers, directors and appointed committees, and other matters of concern to the organization.

 

Section #2

 

The policies and procedures including, but not limited to, coaches, players, fans, conduct, modifications to game rules and other rules set for each grade level will be included in a separate document called “Guiding Principles for LVBA Operations”.

 

The Board of Directors may change this “Guiding Principles for LVBA Operations”.  It is preferred that any changes be made before the issuance of handbooks to coaches for their use during the season.  Recommendations for any change by Grade Coordinators must be submitted in writing to the BOD, and is subject to BOD approval or denial.  Grade Coordinators may not overrule specific Board actions unless specifically authorized to do so, especially when financial implications occur.

 

 

 

ARTICLE XVII - AMENDMENTS

 

Section #1

 

This constitution may be amended by a 2/3 vote of the Board of Directors

 

This constitution may also be amended by a 2/3 vote of all of the elected Board of Directors at a regularly scheduled BOD meeting.

 

 

 

 

 

 

 

 

 

 

 

 

 

ARTICLE XVIII - DISSOLUTION

 

Section #1

 

Upon the dissolution of this organization, all financial obligations will first be paid before the Board decides how final distribution of remaining assets will occur.  The choices for distribution are:

  • distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, OR
  • distributed to such charitable, literary and educational institutions that are exempt under Section 501(c) (3) of the Internal Revenue Code or corresponding section of any future federal tax code, OR
  • distributed to the local, state, or federal government for public purpose.

 

 

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