Bylaws of Brooks Area Recreation, Inc.

These are the bylaws of Brooks Area Recreation, Inc. duly adopted on April 14, 2010, at an organizational meeting of the Board of Directors named in the Articles of Incorporation of Brooks Area Recreation, Inc.

Article I – Name and Offices

The name of this organization shall be the Brooks Area Recreation, Inc. The address of the registered office of the organization is P.O. BOX 4, BROOKS, GA 30205 and the name of the registered agent at this address shall be the same as the President of the Organization.

Registered Office and Agent Address

Brooks Area Recreation, Inc. shall have and continuously maintain in the State of Georgia a registered address, and a registered agent whose address is identical with such address, as required by the Georgia Non-Profit Corporation Act. The registered address may be, but is not required to be, the same as the principal address of the Corporation. The registered address may be changed from time to time by the Board of Directors.

Article II – Purpose

Section 1 – Purpose

The purpose of Brooks Area Recreation, Inc. is to promote and expand youth recreational sports for boys and girls with in its territory under its jurisdiction and to guard the interest of its participants. The sports programs shall encourage good citizenship, sportsmanship, honesty and loyalty. This purpose will be achieved through the voluntary work performed by the members of this organization in conjunction with the Fayette County Recreation Board and the City of Brooks.

Section 2 – Non-Profit Status

This organization is organized exclusively for the charitable, scientific, literary, or educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code or corresponding section of any future federal tax code. No part of the net earning shall inure to the benefit of any private individual, no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene on any political campaign on behalf of any candidate for public office.

Article III – Membership

Section 1 – Eligibility

Brooks Area Recreation, Inc. membership shall consist of:

a. Persons who maintain a place of residence in Fayette County and/or within the official recognized boundaries of the youth participants sport.

b. Such persons as may be legal guardian or parent of one or more wards of children enrolled in at least one of the activities or programs of activities sponsored by the Brooks Area Recreation, Inc. who shall:

1. Register with the Secretary of the Brooks Area Recreation, Inc., furnishing upon a form prescribed by the Secretary, his/her name, age, address, telephone number, names and ages of ward(s) and/or child (children) and the sponsored activity in which each of the latter is enrolled, date of registration and such further information as Brooks Area Recreation, Inc. may require;

2. Agree to assist to the best of his/her ability in the furtherance of Brooks Area Recreation, Inc's programs and purpose.

c. Such other persons as may fulfill all of the above stated prerequisites except that of having a ward or child enrolled in sponsored activity or program and is a manager or coach of a team or serving in an active volunteer capacity for Brooks Area Recreation, Inc.

d. Membership shall be deemed to continue for a period of one year or until renewed by re-registration.

Section 2 – Suspension or Termination

Membership may be terminated by resignation or

a. Action of the Board of Directors – the Board of Directors, by two thirds (2/3) vote of those present at any duly constituted meeting, shall have the authority to sanction, suspend or terminate, the membership of any Member when the conduct of such person is considered detrimental to the best interest of Brooks Area Recreation, Inc. The member involved shall be notified of, the meeting, informed of general nature of the violation and be given the opportunity to appear at the meeting to present their rebuttal.

Termination or suspension imposed in this procedure shall be enforced by all future Board of Directors for the full duration of the termination or suspension.

b. The Board of Directors shall in the case of violation by a player member, give notice to the Manager/Coach of the team which the player is a member. Said manager shall appear, in the capacity of an Advisor, with the player before the Board of Directors, or duly appointed Committee of the Board of Directors, which shall have full power to suspend or revoke such Player’s right to future participation.

Article IV – Government of Brooks Area Recreation, Inc.

Section 1 - Government of Brooks Area Recreation, Inc.

Brooks Area Recreation, Inc. shall be governed by its Board of Directors, duly elected by the members in good standing of the Corporation, each of whom shall be entitled to one vote. No member shall be entitled to more than one vote. There shall be no vote by proxy. Only members in good standing will have a right to speak at the meeting. Any Board of Director or member may introduce anyone to speak provided he has the permission of the chair.

Section 2 - Jurisdiction

Brooks Area Recreation, Inc., Board of Directors, shall have jurisdiction over all sport committees, members, administrators, referees, officials, coaches, assistant coaches, managers, registered players, teams, parents and other persons affiliated Brooks Area Recreation, Inc. Each member will adhere to these Bylaws and rules and regulations and will comply with the authority of Board of Directors. If the Board of Directors are presented with sufficient evidence that a member is not adhering to these Bylaws and established Rules and Regulations, the Board of Directors will investigate the allegations and take necessary action.

Section 3 - Fiscal Year

The fiscal year of Brooks Area Recreation, Inc. shall be from June 1 to May 30.

Section 4 - Books and Records

The corporation shall keep correct and complete books and records of account and shall keep minutes of all meetings. The books and records shall be kept by and in the possession of the board member responsible for such books and records.

Section 5 - Resignation

Any director, officer, member may resign by giving written notice to the President. The resignation shall take affect at the specified time therein, or immediately if no time is specified. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6 - Amendments to Bylaws

These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, at any meeting of the Membership of Brooks Area Recreation, Inc. by a two-thirds (2/3) vote of the membership present; provided, however, that all members have been given ten (10) days written notice, including a written copy of the proposed changes. Motions for amendments to the Bylaws may be made from the floor at the Annual Meeting in April or May without advance notice.

Section 7 - Amendments to Sport Committees Bylaws

No Sport Committee associated with Brooks Area Recreation, Inc. may alter, amend, repeal, or adopt new Bylaws, Rules or Regulations without approval of the Board of Directors.

Article V – Meetings of Brooks Area Recreation, Inc.

Section 1 - Place of Meetings

All meetings of Brooks Area Recreation, Inc. shall be held at such place as designated by the President. All meetings of Brooks Area Recreation, Inc. will be open to the members and the general public. Executive sessions may be called by a two-thirds (2/3) approval vote of the Board of Directors, or a duly appointed committee of the Board, to discuss personnel, legal, or other strategic matters not yet made public.

Section 2 - Annual Membership Meeting

An Annual Membership Meeting of Brooks Area Recreation, Inc. shall be held each year on a day to be selected by the President during the month of April or May, at which members shall elect a Board of Directors in accordance with Article VI hereof, and transact such other business as may properly be brought before the meeting. A quorum is not required for this meeting so long as notices of such meetings were properly given. The order of business for such meeting shall be:

Roll Call and Vote Accreditation

Approval and Minutes of Last Meeting

Unfinished Business

Presidents Report

Treasurers Report

Other Reports

New Business

Adjournment

Section 3 - Special Membership Meetings

Special meetings of Brooks Area Recreation, Inc. for any purposes, unless otherwise prescribed by statute or by the Articles of Incorporation or by these Bylaws, may be called by the President. Business transacted at all specially called meetings shall be confined to the purpose stated in the notice of the meeting. A quorum is not required for this meeting so long as notices of such meetings were properly given.

Section 4 - Board of Directors Meetings

The meetings of the Board of Directors shall be held on the second Wednesday of each month. A quorum of 50% of the Board of Directors is required. If the meeting is changed notice must be given.

Once a quorum is established, all actions taking place at the meeting and receiving an affirmative vote of a majority of the quorum shall be valid regardless of the number present at the time of the vote, provided the meeting has not been previously legally adjourned. All members of Brooks Area Recreation, Inc. may attend this meeting.

Section 5 - Notice of Special Meetings of the Board of Directors

Written or printed notice stating the place, day and hour of a meeting and the purposes for which the meeting was called shall be mailed by first class U. S. Postal Service mail to the last known address of member, or electronically emailed to last known email address of the member, or personally given to each member not less than 5 days prior to the meeting.

Notice of a special meeting may be waived by instrument in writing, published in a local newspaper and posted at City Hall, and attendance at such meeting in person shall constitute a waiver of notice thereof.

Section 6 - Proxy

There shall be no vote by proxy for any meetings.

Article VI – Board of Directors

Section 1 - Board of Directors

Subject to these by-laws and to the will of the membership lawfully expressed, the full and entire management of the affairs and business of Brooks Area Recreation, Inc. shall be vested in the board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by Brooks Area Recreation, Inc.

Section 2 - Election of Board of Directors

The Directors, i.e., the members of the Board, are listed below and shall be elected for a term of two (2) years, and may succeed themselves in office. The president will appoint a nominating committee consisting of three (3) people from the membership and two (2) from the board of directors who will select a list of candidates.

To be eligible to serve on the Board of Directors one must reside within Fayette County and/or within the official recognized boundaries Brooks Area Recreation, Inc. sports programs and not be bound by any other competing association or governing association, unless such association has been approved by the Board.

Should any member of the Board of Directors change residence outside said jurisdiction, the member shall resign at once. In the event that the member fails or refuses to resign they shall be removed from the Board of Directors by majority vote of the remaining Board members at any meeting thereafter. The Past President position is to be ratified each year.

Any Director that desires to seek election to another office must first resign the Office he/she is holding, prior to the election. Elections shall be held at the Annual Membership Meeting with one-half of the Board of Directors being elected each year in the following manner:

To qualify for the positions of President and/or Vice-President, a candidate must have previously served at least one (1) year as a Brooks Area Recreation, Inc. Board member or two years as a sports coordinator within the previous three years of the date of the Brooks Area Recreation, Inc. annual General Membership Meeting; or a candidate must be appointed and approved by a majority vote of the Board if not otherwise qualified.

President (elected even years)

Vice-Presidents (elected odd years)

Treasurer (elected even years)

Secretary (elected odd years)

Concessions Director (elected even years)

Facilities Director (elected odd years)

Registrar Director (elected even years)

Uniforms and Equipment Director (elected odd years)

Fundraising/Sponsorships Director (elected even years)

Baseball Director (not elected– unlimited service)

Softball Director (not elected– unlimited service)

Football Director (not elected– unlimited service)

Cheerleading Director (not elected– unlimited service)

Past president (ex-officio member) (not elected – non voting member)

THE BOARD OF DIRECTORS SHALL BE ELECTED BY THE MEMBERS OF THE ASSOCIATION OF AT LEAST 18 YEARS OF AGE SPORT COORDINATORS SHALL BE APPOINTED BY THE BOARD OF DIRECTORS

Section 3 – Attendance at Board of Director Meetings

A Board of Director member not attending three (3) consecutive scheduled meetings, or five (5) meeting over a election year including regular meetings, will have his/her office declared vacant unless such absences are excused by the Board of Directors and/or the President. A vote of ‘no confidence’ by the Board of Directors shall be taken upon the first board meeting following the third consecutive absence. Should the vote of ‘no confidence’ pass, his/her office shall then be filled by an appointment approved by the majority of the Board until the next Annual Meeting.

Section 4 - Removal

Any member of the Board of Directors shall be required to resign following vote of no confidence in their ability to remain in office. Three (3) members of the Board of Directors may petition for such a vote. The petition must be submitted in writing to the Board of Directors that in turn, will review the petition within fifteen (15) days of receipt of such petition. The vote of no confidence must be passed by a two-thirds (2/3) majority of all the Board of Directors. If a Board member receives this vote of No Confidence, they are automatically suspended from the board. His/her office shall then be filled by an appointment approved by the majority of the Board until the next Brooks Area Recreation, Inc. Annual General Membership Meeting.

Section 5 – Vacancies

The Executive committee will find a suitable candidate and present this person to the Board of Directors for a two-thirds (2/3) majority vote approval.

Section 6 – Compensation

The Board of Directors shall serve without salary for their services. Any Board of Director member may be reimbursed for expenses approved by the budget and/or the Board of Directors.

Section 7 – Minutes

The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of Brooks Area Recreation, Inc. Minutes shall be approved at the next Board meeting.  

Article VII – Officers Powers and Duties

Section 1 - President

The President of the Board of Directors shall preside at all Brooks Area Recreation er thereof. He/she shall appoint all Committees and their chairpersons. He/she is an ex-officio voting member of all Committees. He/she shall cast the deciding vote in the event of a tie at any meeting, or he/she may waive the right to do so. He/she may appoint delegates to represent Brooks Area Recreation, Inc. at any outside meetings or conferences. He/she shall submit an annual report in writing at the Annual Membership Meeting and said report shall become part of the minutes of such meeting. He/she shall insure all members with check signing authority are bonded. He/She is empowered to take prudent and responsible action in cases not covered in these Bylaws, and such authority is implicit in the office.

Section 2 – Vice President

The Vice President shall be the primary Chairman of the Ethics Committee. This committee shall be responsible for the evaluation and monitoring of the conduct of participants, attendees, coaches and referees of Brooks Area Recreation, Inc. He/she shall be responsible for seeing that the administrative policies and operations of the Association are carried out and will be responsible for monitoring the set up and administration of player development programs and coaching clinics. He/she shall approve and/or administer all Brooks Area Recreation, Inc rules and regulations, Bylaws, and tournament play sponsored by and under this Association. The Vice President may temporarily succeed to the powers of the President in his/her absence. The Vice President may succeed to the office of President, in the event that office becomes vacant, with the majority approval of the Board of Directors. In the instance that the Vice President cannot or does not desire to succeed to the office of President, the position may then be filled by an appointment approved by the majority of the Board until the next Annual Membership Meeting.

Section 3- Treasurer

He/she shall serve as the financial officer of Brooks Area Recreation, Inc and coordinate with each sport coordinator the management and oversight of their respective budgets. He/she shall be responsible for accounts receivable and accounts payable, coordinating budget appropriations, complete financial reconciliation and reporting in writing, prior to each scheduled Board of Directors meeting, a balance sheet and income statement. He/she shall review and initial all contracts by this Association. He/she shall be required to be bonded. Along with the Treasurer, the President, Vice-President will be authorized to sign checks. The person or persons receiving the check may not be the authorized signature on the check. All financial records are available for review by any Director. He/She shall file or cause to be filed such annual reports with the IRS, the State of Georgia and local agencies as required by law. He/She shall be responsible for checking the post office box for Brooks Area Recreation, Inc. on a weekly basis.

At the expiration of his/her term of office, he/she shall present his/her books and records to the Directors for their inspection and approval, where after such books and records shall be (with the approval of the Board of Directors entered thereon) turned over to his/her successor.

a. In the event of the absence of the Secretary at a Board or membership meeting, then the Treasurer shall assume the Secretary's responsibilities for that meeting.

Section 4 – Secretary

He/She shall keep minutes of all Board of Directors meetings and membership meetings. The Board of Directors will approve their minutes and the members will approve membership meetings minutes. The Secretary will keep all approved minutes in a book and have this book available for review by all Board of Directors and Brooks Area Recreation Inc members.

He/she shall be responsible for gathering meeting information for publishing agendas for all meetings for Brooks Area Recreation, Inc.

Section 5 – Concessions Director

The Concessions Director shall be the Co-Chairman of the Fundraising Committee. He/She shall be responsible for all concession activities for the association. This includes recruiting concession managers for each sport. The Concessions Director will work with these concession managers with coordinating/scheduling concession volunteers, setting price points, determining menu, purchasing product and maintaining the concessions facilities. All concession activities will be reported, in writing, at each regular monthly meeting of the Association.

The Concession Stand Director and/or their authorized managers are authorized to make food and supply purchases they deem necessary without Board approval

Section 6 – Facilities Director

The Facilities director will be in charge of monitoring the care and use of all fields and properties utilized by Brooks Area Recreation, Inc and when necessary make recommendations to the board about maintenance needs and repairs. He/she will be responsible for the coordination with sports coordinators the use of property including the use of City, County and/or other facilities. He/she shall also have the responsibility to monitor and when necessary, make recommendation to the board for capital improvements. He/she may appoint and/or solicit help from any member or interested party in fulfilling his/her duties as defined herein.

Section 7 – Registrar Director

He/She shall be responsible for working with each sport coordinator in monitoring, securing and long term storage of registration and eligibility paperwork of all players and teams within the jurisdiction of the Brooks Area Recreation, Inc. He/she may appoint and/or solicit help from any member or non-member approved by the Board for fulfilling his/her duties relating to Registrations as defined herein.

Section 8 – Fundraising and Sponsorships Director

The fundraising/sponsorship director shall be the primary Chair of all fundraising and sponsorship activities for Brooks Area Recreation, Inc. He/she shall create and maintain the official fundraising and sponsorship activity calendar for Brooks Area Recreation, Inc and all participating sports. He/she shall schedule, record and approve all fundraising activities submitted by the Board of Directors and sports committees. He/she shall provide a summary of the upcoming fundraising activities at the monthly Board of Director meetings and manage and coordinate all special events and fundraising activities upon such approval by the Board of Directors. He/she may appoint and/or solicit help from any member or interested party in fulfilling his/her duties as defined herein.

Section 9 – Uniforms and Equipment Director

He/She will be in charge of coordinating with sports coordinators an/or their appointed member for operation and facilitating the prompt and accurate purchase of uniforms and other team apparel, garments and related sporting attire as approved by the Board. He/She will be responsible for coordinating with Sports Directors for the proper approval and use of Brooks Area Recreation, Inc. equipment. He/she may appoint and/or solicit help from any member or interested party in fulfilling his/her duties as defined herein.

Section 10 – Sports Directors

The Board of Directors shall appoint the Directors of each sport as a member of the board. He/She shall have overall responsibility for coordination of efforts common to all matters of his/her sport and will act as liaison for Brooks Area Recreation, Inc. and his/her registered sport. Sport Directors shall keep a complete list and have all required documentation and paperwork for all players, managers, coaches, committee members and other volunteer representatives within their respective sport.

Section 11 – Past President

He/she will assist the President. The Past President will be a non-voting board member who will succeed from the office of President.

Article VIII – Standing Committees

The following standing committees shall be appointed by the President and approved by a two thirds (2/3) majority vote of the Board of Directors at the first board meeting following the Annual general meeting of each year. Vacancies on such committees shall be filled by appointment, within thirty (30) days of occurrence of such vacancy. In case of an Emergency, the Committee Chairperson shall have power to fill vacancies of any committee by appointment until such vacancies can be filled in accordance with normal procedure. All committee meetings/ hearings are open to the membership.

Section 1 – Executive Committee

The Executive committee shall consist of the President, Vice-President, Treasurer and Secretary, of which three (3) will constitute a quorum.

Section 2 – Ethics Committee

It shall be composed of the Vice –President, and four (4) members not holding an executive position within Brooks Area Recreation, Inc. of which 3 shall constitute a quorum. This committee is established to evaluate, monitor and assist in the conduct of participants, attendees, coaches and referees of all Brooks Area Recreation, Inc. sporting events. The Ethics committee will be responsible for overseeing the Appeals and Discipline process for all violations. The Ethics committee shall follow all policies and procedures established by the Brooks Area Recreation, Inc. Board of Directors.

Section 4 – Sports Committees

The Sport Directors shall appoint committees for each sport. The Sport Directors shall serve as the committee chairperson and have overall responsibility for coordination and direction of the respective committees. The committees will have the responsibility to organize and run the day to day operations of each sport along with recommending to the Board of Directors policies and procedures for their respective sports. All committee members, policies and procedures for each sport must be approved by the Board of Directors.

Section 4 – Other Committees

Committees may be appointed as deemed necessary by the Board of Directors

Article IX – Conflict of Interest

A member of the Board of Directors can be a manager coach volunteer or official for a sport team or game.

Section 1 - Conflict of Interest

Any member of the Board, a Sport Coordinator or any other committee of Brooks Area Recreation Inc shall abstain from discussion of and voting upon any subject matter being considered by the respective body if such would constitute a conflict of interest, directly or indirectly, with any individual, player, coach, manager, official, referee, parent, or team, including, without limitation, those conflicts of interest related to hearing protests or appeals related to the member’s team, club players or coach, or parents or managers involved with the member’s team or club.

Section 2 - Other Conflicts of Interest

It is the policy of the Association that no member of the Board, a Sport Director, or any other committee of Brooks Area Recreation, Inc. shall have any association with or interest in any business enterprise which would conflict with the proper performance of his duties or responsibilities as such or which might tend to affect his independence or judgment with respect to transactions between Brooks Area Recreation, Inc. and any such business enterprise

It is also the policy of Brooks Area Recreation, Inc. that no member of the Board, Sport Director or any committee or any officer of Brooks Area Recreation, Inc. shall have, directly or indirectly, any material personal business or financial interest with, or in any business enterprise with which Brooks Area Recreation, Inc. does business, including, without limitation, the member, or any person in the immediate family of the member, holding a position with a supplier of goods and/or services to Brooks Area Recreation Inc., unless the material facts of the relationship or the interest in the business are disclosed to the Board and the Board in good faith authorizes the contract, of the disinterested Directors. If a member of the Board, rather than a member of a committee, is the person making the disclosure, the interested Director may be counted in determining the presence of a quorum at a meeting of the Board, whereat the disinterested Directors consider whether to authorize the contract, transaction, or relationship.

Article X – Distribution of property upon Dissolution

Upon dissolution of Brooks Area Recreation, Inc. and after all outstanding debts and claims have been satisfied, the members shall distribute the property of Brooks Area Recreation Inc. to such other organization or organizations maintaining an objective similar to that set forth herein, which are or may be entitled to exemption under Section 501 (c) of the Internal Revenue Code or corresponding section of any future federal tax code.