Bylaws of the East Coast Windsurfing Association, Inc.
Article I – Name and Purpose
Section 1: The name of the corporation is East Coast Windsurfing Association, Inc. (“ECWA”).
Section 2: The
purpose of the ECWA is to promote the sport of windsurfing through amateur
competition and instruction.
The corporation is organized and operated exclusively for charitable purposes, and not to the private gain of any person.
Section 3: The corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of said Code, or the corresponding provisions of any future statute of the United States.
Section 4: No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the corporation participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
Article II – Membership
Section 1: Members of the corporation will consist only of the members of the board of directors.
Section 2: The Board may adopt policies and procedures for the admission of associate members or other designated members who shall have no voting rights in the corporation.
Article III – Directors
Section 1: The number of members of the board of directors of this corporation will be not less than two or more than seven.
Section 2: The board receives no compensation.
Section 3: All board members shall serve three-year terms, and are eligible for re-election for up to ten terms.
Section 4: During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Article IV – Meeting of the Board of Directors
Section 1: Each year, the Board shall hold at least one meeting, at a time and place fixed by the Board, for the purposes of election of officers and directors and other appropriate business. Other regular meetings of the Board may be held at such time and place as the Board may fix from time to time by resolution.
Section 2: Special meetings of the board of directors may be called at any time by the president of the corporation or by any two directors.
Section 3: At all meetings of the board of directors, each director present will be entitled to cast one vote on any motion coming before the meeting. The presence of a majority of the membership will constitute a quorum at any meeting.
Section 4: At a meeting at which there is a quorum present, a simple majority affirmative vote of the directors present is required to pass a motion before the board.
Section 5: Proxy voting will not be permitted.
Article V – Officers
Section 1: The officers of this corporation will be president, vice president, clerk, treasurer and such officers with duties as the board prescribes.
Section 2: The officers of the corporation will be elected annually by the members of the board of directors at its annual meeting. Each officer will serve three-year terms.
Section 3: Any officer may be removed with or without cause by the board of directors by a vote of a majority of all of the board members. The matter of removal may be acted upon at any meeting of the board, provided that the notice of intention to consider said removal has been given to each board member and to the officer affected at least thirty days previously.
Section 4: A vacancy in any office may be filled by a majority vote of the board of directors for the unexpired portion of the term.
Section 5: The president will be the chief executive officer of the corporation. It will be the duty of the president to preside at all meetings of the board of directors and to have general supervision of the affairs of the corporation. He or she will execute on behalf of the corporation all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the board of directors for the proper and necessary transaction of the business of the corporation.
Section 6: It will be the duty of the vice-president to act in the absence or disability of the president and to perform such other duties as may be assigned to him or her by the president of the board. In the absence of the president, the execution by the vice-president on behalf of the corporation of any instrument will have the same force and effect as if it were executed on behalf of the corporation by the president.
Section 7: The clerk will be responsible for keeping the corporate records. He or she will give or cause to be given all notices of meetings of the board of directors and all other notices required by law or by these bylaws. The clerk will be the custodian of all books, correspondence, and paper relating to the business of the corporation, except those of the treasurer.
Section 8: The treasurer will have general charge of finances of the corporation. When necessary and proper, he or she will endorse on behalf of the corporation all checks, drafts, notes, and other obligations and evidences of the payment of money to the corporation or coming into his or her possession, in such bank or banks as may be selected by the board of directors. He or she will deposit the same, together with all other funds of the corporation coming into his or her possession, and will keep full and accurate account of all receipts and disbursements of the corporation in books belonging to the corporation, which will be open at all times to the inspection of the board of directors. He or she will present to the board of directors at it's annual meeting his or her report as treasurer of the corporation and will from time to time make such other reports to the board of directors as it may require.
Section 9: Any officer of the corporation, in addition to the powers conferred upon him or her by these bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by said board.
Article VI – Committees
Section 1: The board of directors may designate one or more ad hoc committees, each of which will consist of at least one committee chair and one or more committee members. Committee members may be members of the board of directors, members of the corporation, or other interested individuals.
Section 2: The chair of the committee will be appointed by the president of the organization who will act with the board's approval. After consultation with the committee chair, the president of the organization will appoint committee members.
Section 3: The studies, findings, and recommendations of all committees will be reported to the board of directors for consideration and action, except as otherwise ordered by the board of directors.
Article VII – Dissolution
In the event of dissolution of the East Coast Windsurfing Association, assets will be used first to pay all legitimate expenses of the corporation. Assets in excess will be donated to organizations that are then qualified as tax-exempt organizations under section 501(c)(3) of the Internal Revenue code.
Article V||| – Amendments
The board of directors may amend these bylaws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice of at least seven days, any number of amendments or an entire revision of the bylaws may be submitted and voted upon at a single meeting of the board of directors and will be adopted at such meeting upon receiving a two-thirds majority vote of the members of the board of directors.