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Bylaws

Article I. Name of Organization

The name of the organization is Northwest Sports Association, also known as the NWSA.

Article II. Official Emblem



1.       The logo for the organization is laid upon an oval background which symbolizes equality and togetherness. Orange upon the background represents creativity, enthusiasm, fun, high-spirited, and youthfulness. The mountain symbol represents the Olympic mountain range. Blue upon the mountain represents authority, calm, confidence, loyalty, success, and trustworthiness. The letters NWSA are used as an acronym for Northwest Sports Association. The letters of NWSA are wavy to give a sense of fun, but to also follow the contours of the mountain to symbolize that the group is a part of the area. Green is used to represent health and renewal. The football, basketball, soccer ball, tennis ball, and baseball are used to symbolize the organization’s connection with sports. The cheer megaphone stands out alone and in black to boldly represent that it is big part of our organization.

2.       Any changes to the logo must be voted on by the board of directors. The proposed changes must be explained, with visual representation of those changes and how the new logo would look. Each section of the logo must be able to be explained such as in Bylaw 1.1 with a detailed description.

Article III. Organization Purpose

1.       Non-profit Purpose: This organization is organized exclusively for charitable, educational, and recreational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

2.       Specific Purpose: Northwest Sports Association provides the community with the options of youth sports programs. We assess what the community (whether it be the schools, city, or other organization) has to offer the youth of the city, and determine whether there is a want or need for an additional program to be added.

 

a.       The specific objectives and purpose of this organization shall be:

b.       to assess what programs, if any, are needed or wanted by the parents and youth of our community;

c.        to provide the needed programs through fundraising. The fundraising includes but is not limited to equipment, uniforms, facility cost, program cost, scholarships, and insurance;

d.        to provide the facilities needed to practice as well as play games;

e.        to offer these programs to a broad age range of participants and make it co-ed;

f.         to train and provide coaches for the added program;

Article IV. Membership

The membership of the organization shall consist of the members of the Board of Directors.

1.       Adding Board Members: The number of members on the board must always be an odd number in order to avoid ties during voting. The original board consisted of 5 members. In order to add to that number, 2 new members must apply and be voted on. Voting in new members must be done in formal session and not through email or other message relays.

2.       Voting: All votes done by the board can only be passed by majority ruling, with one exception: Adding in new board members can only be done with a unanimous vote.

Article V. Board of Directors

1.       General Powers: The affairs of the organization shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the organization.

2.       Number, Tenure, Requirements, and Qualifications: The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than five (5) nor more than nine (9) including the following officers: the President, the Vice-President, the Secretary, the Treasurer, and the Registrar.

    The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors and Advisory Council must be approved by a unanimous vote of the members present and voting. No vote on new members of the Board of Directors, or Advisory Council, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.

    The President and Vice-President must pay yearly AAU membership dues with extended benefits. The yearly membership by 2 principles of the organization is required to sustain 501(c)(3) and insurance coverage.

    Each member of the Board of Directors shall hold office for up to a three-year term as submitted by the nominations committee. At the end of their term, the Board must vote to keep the member in position, or to elect a new member to this position.

3.       Regular and Annual Meetings: An annual meeting of the Board of Directors shall be held in August before the start of the new fiscal year. Regular meetings shall be held once a quarter throughout the year.

4.       Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.

5.       Notice: Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

6.       Quorum: The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

7.       Vacancies: Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a unanimous vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.

8.       Compensation: Members of the Board of Directors shall not receive any compensation for their services as Directors.

9.       Informal actions by Directors: Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all the Directors following notice of the intended action to all members of the Board of Directors.

10.   Advisory Council: An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the organization by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.

11.   Removal: Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by unanimous vote of the members of the Board of Directors if in their judgment, the best interest of the organization would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.

Article VI. Officers

The officers of this Board shall be the President, Vice-President, Secretary, Treasurer, and Registrar. All officers must have the status of active members of the Board.

1.       President: The President shall preside at all meetings of the membership. The President shall have the following duties:

a.       He/She shall preside at all meetings of the Executive Committee.

b.       He/She shall have general and active management of the business of this Advisory Board.

c.       He/She shall see that all orders and resolutions of the Advisory Board are brought to the Advisory Board.

d.       He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.

e.       He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.

f.        He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.

2.       Vice-President: The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-Presidents duties are:

a.       He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Advisory Board.

3.       Secretary: The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:

a.       He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Advisory Board, including the annual meeting of the organization.

b.       Assisted by a staff member, he/she shall send notices of all meetings to the members of the Advisory Board and shall take reservations for the meetings.

c.       He/She shall perform all official correspondence from the Advisory Board as may be prescribed by the Advisory Board or the President.

4.       Treasurer: The Treasures duties shall be:

a.       He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Advisory Board, proposed capital expenditures (equipment and furniture), by the staff of the agency.

b.       He/She shall present a complete and accurate report of the finances raised by this Advisory Board at each meeting of the members, or at any other time upon request to the Advisory Board.

c.       It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.

d.       He/She shall perform such other duties as may be prescribed by the Advisory Board or the President under whose supervision he/she shall be.

5.       Registrar: The registrar duties shall be:

a.       Keeping and maintaining customer records for the organization. Informing coaches or the President of any medical issues which may be a cause for worry.

b.       Double check all new entries into the organization system and check the data for errors.

c.       Make sure a hard copy of each record (Directors, Coaches, and participants) is printed and maintained is a secure location.

6.       Election of Officers: At the time the board was created, all officers were assigned their positions because of their experience. Any election of officers into a space that becomes vacant requires a majority vote by the Directors.

7.       Removal of an Officer: Removal of an officer from their position requires a unanimous vote by the board.

Article VII. COMMITTEES

1.       Committee Formation: The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board president appoints all committee chairs.

2.       Executive Committee: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

3.       Finance Committee: The treasurer is the chair of the Finance Committee, which includes two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

Article VIII. Conflict of Interest and Compensation

1.       Purpose: The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

2.       Definitions

a.       Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

b.       Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

                                                               i.      An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

                                                             ii.      A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

                                                           iii.      A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest.

3.       Procedures

a.       Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

b.       Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

c.       Procedures for Addressing the Conflict of Interest:

                                                               i.      An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

                                                             ii.      The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

                                                           iii.      After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

                                                           iv.      If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

d.       Violations of the Conflicts of Interest Policy:

                                                               i.      If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

                                                             ii.      If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

4.       Records of Proceedings: The minutes of the governing board and all committees with board delegated powers shall contain:

a.       The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b.       The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

5.       Compensation

a.       A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

b.       A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c.       No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

6.       Annual Statements: Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a.       Has received a copy of the conflicts of interest policy,

b.       Has read and understands the policy,

c.       Has agreed to comply with the policy, and

d.       Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

 

Article IX. BOOKS AND RECORDS: The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.

Article X. AMENDMENTS

1.       Articles of Incorporation: The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article IV or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.

2.       Bylaws: The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.