Approved 8/18/06
Bylaws of American Gymnastics
Parents Association, Inc.
Section 1. Principal Office. The principal office of the corporation in the Commonwealth of Massachusetts shall be located in the town of Ashland, County of Middlesex. The corporation may have such other offices, either within or without the Commonwealth of Massachusetts, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
Section 2. Registered Office. The corporation shall have and continuously maintain in the Commonwealth of Massachusetts a registered office, and a registered agent whose office is identical with such a registered office, as required by the Massachusetts Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the Commonwealth of Massachusetts, and the Board of Directors may change the address of the registered office from time to time.
Section 1. Membership. The designation of membership and the qualifications and rights of the members shall be as follows. All parents or guardians of children participating in the competitive gymnastics program are considered members of AGPA. In order to be eligible for general fund proceeds, meet proceeds, Pursuit of Excellence awards, or any other award thereof, members must meet all of the financial, fundraising and time commitments set forth by the Board of Directors and these bylaws.
A. All financial obligations are met. These financial obligations include the payment of Team Assessment Fees, leotard and warm-up fees, additional qualifying meet registration fees as needed and any other fee the AGPA Board of Directors assesses its members. Members whose child(ren) become(s) injured during the competition season must meet with the Board of Directors, which may make accommodations on an individual basis. Members who choose not to attend all scheduled meets (after attaining written approval by Mihai Brestyan before November 1 of the current year) must notify the Board of Directors in writing within 10 days of approval in order to request a reasonable adjustment of their team assessment fee. Additional financial obligations are further set forth in Article X below.
B. All time commitments must be met. Member families must assume a time commitment (to be specified by the Board and approved by the general membership) for AGPA run meets and AGPA fundraising events.
Section 2. Election of Members. Members are automatically elected upon acceptance into the Team Program. Qualifications for admittance to this organization shall not be restricted because of a persons sex, age, race or religion.
Section 3. Voting Rights. Voting rights are based upon a one-vote per family basis. In the event of a tie, the President will provide the tie-breaking vote.
Section 4. Termination of Membership. Any member who does not meet membership criteria of the AGPA (as discussed in Article X) may be dropped from the Association after notification by mail from the Secretary. This will result in the gymnast not being supported for any competition, scheduled team clinics, or special events provided for the team by the Association. The terminated member will have to make his or her own arrangements for any of the above with the coaching staff, not the Association.
Section 5. Resignation. Any member may resign or become a non-participating member, but this status shall not relieve the member choosing to resign or become a non-participating member of the obligation to pay any financial charges accrued and unpaid.
Section 6. Reinstatement. A member whose membership has been terminated may be reinstated upon meeting financial and/or time commitment obligations as determined by the Board of Directors. Any general fund proceeds, meet proceeds, Pursuit of Excellence Awards or any other award thereof will be prorated accordingly.
Section 7. Transfer of Membership. Membership in the corporation is not transferable or assignable.
ARTICLE III
MEETINGS OF MEMBERS
Section I. Annual Meeting. An annual meeting for the membership shall be held on the first Tuesday of May in each year, beginning with the year 2001, at the hour of 7 oclock PM for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the Commonwealth of Massachusetts, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section 2. Special Meetings. The President, the Board of Directors, or not less than one-tenth of the members having voting rights may call special meetings of the members.
Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Massachusetts, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the Commonwealth of Massachusetts; but if all of the members shall meet at any time and place, within or without the Commonwealth of Massachusetts, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In the case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member of his address as it appears on the records of the corporation, with postage thereon prepaid.
Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum. The members holding one of the votes, which may be cast at any meeting, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 7. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 8. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law of by these bylaws.
Section 9. Voting by Mail. Where Directors or Officers are to be elected by members or any class or classes of members, such election may be conducted by mail in such a manner, as the Board of Directors shall determine.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. Its Board of Directors shall manage the affairs of the corporation. Directors need not be residents of the Commonwealth of Massachusetts or members of the corporation. The Board of Directors shall consist of elected officers and the appointed committee heads. Only one parent or guardian per family is permitted to hold a position on the Board of Directors during any single season.
Section 2. Number, Tenure and Qualifications. The number of Directors shall be a minimum of three, but not more than seven. Each Director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified.
Section 3. Regular Meetings. A regular monthly meeting of the Board of Directors shall be held without other notice than this by-law. The Board of Directors may provide by resolution the time and place, either within or without the Commonwealth of Massachusetts, for the holding of additional regular meetings of the Board without other notice than such resolution. Board members must notify the President or Secretary if they are unable to attend. Excessive absence will be cause for review of Board Member status. A representative of the gym will be invited to attend any Board of Directors meeting to provide guidance and input as needed.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings by the Board may fix any place, either within or without the Commonwealth of Massachusetts, as the place for holding any special meeting of the Board called by them.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail into a sealed envelope so addressed, with postage thereon prepaid.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of a majority of the 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 bylaws.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. In the absence of any available replacement, other Directors may hold more than one office from time to time until the next general election.
Section 9. Compensation. Directors as such shall not receive any stated salaries for their services.
Section 10. Informal Action by Directors. Any action required by law to be taken at a meeting of 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 all the Directors.
ARTICLE V
OFFICERS
Section 1. Officers. The Officers of the corporation shall be President, Vice President, Secretary, Treasurer and such other offices as may be elected in accordance with the provisions of the Article.
Section 2. Election & Term of Office. The members at the regular annual meeting shall elect the officers of the corporation annually. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. It is expected that the elected officers will serve a term that runs concurrent with the fiscal year of the AGPA (September 1 to August 31).
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He/she shall preside at all meetings of the members of the Board of Directors. He/she may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors of by these bylaws or by statute to some other officer or agent of the corporation; and, in general, he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 7. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties, as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with provisions of Article VII of these bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or are required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
ARTICLE VI
COMMITTEES
Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees. No such committee shall have the authority of the Board of Directors even though the Chairperson of the committee is a member of the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him/her by law.
A. Meet Director. The Meet Director will be fully qualified and certified by USAG both in technical skill and safety as required by USAG guidelines and rules. The Meet Director will discharge all duties associated with conducting a sanctioned meet and take charge of entries, scheduling, timing, scoring and manage/supervise all activities for properly conducting a meet. The Meet Director is appointed by the Board of Directors and is accountable to the Board. He/she will submit a detailed budget of expenses and expected revenue for approval by the Board of Directors at a regular scheduled Board meeting prior to committing any monies, up front or otherwise, needed for the event. He/she will also be responsible for submitting to the Board detailed final results of each event and, of course, any profits/expenses of said events will be submitted to the Treasurer for distribution. The Meet Director, in general, will perform all duties incident to the office of Meet Director and other duties from time to time as directed by the President.
Section 2. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.
Section 3. Chairperson. The person or persons authorized to appoint the members thereof should appoint one member of each committee chairperson.
Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting that a quorum is present shall be the act of the committee.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, the President or a Vice President of the corporation shall sign by the Treasurer or an Assistant Treasurer of such instruments.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
ARTICLE VIII
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and shall keep at is registered or principal office a record giving the names and addresses of the members entitled to vote. Any member, or his/her agent of attorney may inspect all books and records of the corporation, for any proper purpose at any reasonable time.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of September and end on the last day of August in the following year.
ARTICLE X
FINANCIAL OBLIGATIONS
Section 1. Intent. It is the intent of AGPA that all members share in the responsibilities set forth by the AGPA to achieve its stated purpose. Therefore, the following requirements have been established for all members. All members must fulfill their financial obligations, time commitments and fundraising obligations in order to be eligible for general fund disbursements, meet proceeds, Pursuit of Excellence awards or any other award thereof. All Team Assessment Fees must be paid by payment due date and all subsequent charges must be settled and paid in full by June 1 of the current year.
Section 2. Financial Obligations. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual financial obligations payable to the corporation by each member.
Section 3. Payment of Financial Obligations. Financial obligations shall be payable in advance as the number of installments in the months designated by the Board of Directors. This will be known as the Team Assessment Fee. It must be in the form of personal check or money order. Financial obligations of a new member shall be prorated from the first day of the month in which the gymnast becomes a member of the competitive team, for the remainder of the fiscal year of the corporation.
Section 4. Default and Termination of Membership. When any member of the group shall be in default towards the payment of financial obligations for a period of one month from the beginning of the installment month or day for which such financial obligations became payable, the parent or guardian will be notified by the Treasurer and should meet with the Board of Directors to explain his or her reason for default. If a continuing or further delinquency of financial obligation exists, the Board of Directors in the manner will thereupon terminate membership provided in Article II, Section 4 of these bylaws.
ARTICLE XI
SEAL
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle with a gymnast, and shall have inscribed thereon the name of the corporation AGPA.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Massachusetts Non-Profit Corporation Act or under the provisions of the Articles of Incorporation of the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.