By-Laws of Stillwater Girls Traveling Baksetball, Inc.
I. Purpose:
The purpose of Stillwater Girls Traveling Basketball (referred to in this document as SGTB) is to plan, promote, and facilitate the organization and the activities relative to the education and development of amateur youth basketball in the St. Croix Valley area.
II. Membership:
a. Eligibility: All adult persons residing in, or working for, School District 834 are eligible to participate in the annual meeting at which time board members are selected and voted on by the general membership. Only Board members will have voting privileges regarding policy, budget and fee structure, establishing schedules, teams, coaching approvals, equipment orders, and committees.
b. Prerogatives: Each member shall enjoy the same rights and privileges. All eligible persons will be able to ask questions or present information and opinions at the discretion of the board at the annual meeting and subsequent board meetings. Only board members are considered voting members.
c. Removal: Any member may be removed from the membership at any time by a two-thirds majority vote of the voting membership present, in person, at an Annual Meeting or a Special Meeting. The Secretary of the Corporation shall serve upon such member written notice of the proposed removal and the reasons therefore at least thirty days before the Annual Meeting or the Special Meeting. The member may within twenty-five days after such notice present to the Secretary a statement in opposition to the proposed action.
III. Player Participation:
Participants in SGTB must be residents in School District 834.
IV. Meeting of Members:
a. Annual Meeting: An Annual Meeting of the members shall be held in a location to be designated by the Board, on a date between March 1 and May 31, inclusive, to be designated each year by the board. The purpose of the Annual Meeting shall be the election of the Board of Directors of the Corporation; presentation of an Annual Report by the Chairman, and such other business as may come before the meeting.
b. Special Meeting: Special meetings of the members may be called by the Chairman on his own motion and must be called by the Chairman upon the written request of the Board or by one-fourth of the corporation’s general membership.
c. Notice of Meetings: Notice of the purpose, time, and place of all Annual and Special Meetings shall be given by the Secretary to all members. Such notice shall be effected by publication in the Stillwater Gazette, Courier, the SGTB website, and/or such other publications of similar type and circulation as may be appropriate, not less than ten days prior to an Annual Meeting and not less than five days prior to a Special Meeting.
d. Quorum: For an Annual Meeting or Special Meeting a quorum shall consist of 2/3 of the voting members of SGTB, present in person, and entitled to vote at such meeting.
e. Voting: Each member having the right to vote shall be entitled to one vote. Except as otherwise provided by the law or by By-Laws, a majority of the votes cast by the members at a meeting duly called shall be sufficient to take or authorize action upon any matter which may properly be before the meeting. Any action that could be taken at a meeting of the Board may be taken without a meeting when authorized in writing and signed by all of the board members.
f. Authority: Except where inconsistent with these By-Laws or the laws of the State of Minnesota , Robert’s Rules of Order (latest revision) shall govern the conduct of the meetings of SGTB.
IV. Officers:
a. Officers: The officers of SGTB shall be the Chairman, Treasurer, and Secretary, each of whom shall be appointed by the Board for a term of one year or until their successors are qualified and elected at a Annual or Special Meeting.
b. Chairman: The chairman shall be the Chief Executive of SGTB and shall preside at all meetings of SGTB and the Board. He/She shall have general responsibility for the activities of SGTB and the powers and duties usually associated with the Office of Chairman and shall have such other powers and perform such other duties as may be prescribed by the By-Laws. The Chairman shall present a progress report of the year’s activities at the Annual Meeting.
c. Treasurer: The Treasurer shall receive all revenues of SGTB, shall deposit the same in the name of SGTB in a bank approved by the, and shall issue the receipts of SGTB. He/she shall disburse funds by check on the order of the Chairman or in such manner as the Board may authorize. He/she shall keep regular and accurate accounts of all funds, shall at all times have the accounts open for the inspection of the Board, and shall perform such other duties related to the financial management of the Corporation as are specified by the Board. At the discretion of the Board he/she shall be bonded in such sum as the Board may determine. He/she shall report in writing at the Annual Meeting on the state of the SGTB organization’s finances and shall submit such other financial reports at such time as the Board may require.
d. Secretary: The Secretary shall keep an accurate record of the proceedings of all meetings of SGTB and of the Board. He/she shall be custodian of all books and records of SGTB except those specifically assigned to others. He/she shall maintain an up to date membership list. He/she shall, at the direction of the Chairman cause notices to be published of all meetings of SGTB and give notice of the meetings of the. He/she shall conduct such correspondence as may be requested of him/her by the Chairman or by the Board.
e. Vacancies: A vacancy in any office may exist for the following reasons:
- Death;
- Resignation in writing;
- Loss of membership status;
- Physical inability to perform duties of office;
- Removal from office for cause.
The Board may, by a majority vote, vacate any office for cause or whenever the Board shall determine that the incumbent is physically incapable of performing the duties of such office. The Officer affected shall be given written notice of any such proposed action of the Board together with a detailed statement of the reasons therefore at least thirty days before removal action by the Board. The Officer shall have the right to respond to such notice within twenty days after receipt of such notice and/or may demand a Special Meeting. A vacancy in any office may be filled for the unexpired term by designation of the Board.
f. Composition of Board of Directors: The board will consist of five to seven members.
g. Term of office of Board Members: Each board member will be expected to fill a term of two years. Three members to be elected in each odd numbered year and two or four members in even numbered years.
h. Powers: The board shall be the governing body of SGTB. The board has all lawful powers necessary to carry out for the purpose of, and to conduct the business of, SGTB. The Board shall have power to amend the Articles of Incorporation or these By-laws.
i. Meetings: The Board shall meet at least four times annually. Board meetings may be called by the Chairman on his own initiative and must be called at the written request of two-thirds of the members of the Board stating the reasons and purpose thereof.
j. Notice of Meetings: Notice of every meeting shall be given to each member of the Board at least seven days prior to any meeting, provided that any member may waive such notice to him/her. Notice may be oral or written.
k. Quorum: A majority of the board membership present, in person, shall constitute a quorum.
l. Voting: Except as otherwise provided in these By-laws, all action of the Board shall be taken by majority vote of the Board members present, in person.
m. Board Action Without a Meeting: Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing signed by all of the Board members.
n. Tax Obligations and Legal Issues: Tax and legal issues are managed by the Board.
o. Insurance Requirements: Insurance requirements are managed by the Board in accordance with School District policy.
VI. Committees:
The Board shall designate such committees and their membership as it determines are necessary to achieve the purposes of SGTB. Any member of SGTB is eligible for a committee position. The Chairman of the Board shall designate the Chairman of each committee from among its members. The Chairman shall keep the Chairman of the Board advised at all times on the activities of the committee and render such progress reports as the Chairman of the Board may from time to time request.
VII Advisory Boards:
An advisory Board may be appointed by the Chairman with the advice and approval of the Board. Advisory Board members need not be members of the Corporation. The Advisory Board shall have no administrative authority.
VIII. Administration:
a. Compensation of Officers and Board members: Officers and Board members shall not receive any salary or other compensation for services in their capacity as Officer or Board member. An Officer or Board member may receive compensation for services in a capacity other than that of an Officer or Board member provided such compensation is approved by the Board.
b. Appointment of Employees: The Board, bearing in mind the activities and the financial resources of SGTB may, whenever in its judgment such action is desirable in order to promote achievement of the purposes of SGTB as set forth in the Articles of Incorporation and the By-laws, authorize the appointment or employment of persons to carry out designated duties for SGTB on a compensated basis. The rate of compensation of such persons as well as the period of their appointment shall be determined by the Board. Such persons shall perform their duties under the direction of the Chairman of the Board of Directors.
c. Acts of SGTB: No person shall act in the name of SGTB except as authorized by these By-laws or by the Board of Directors or the Chairman. No person shall, without the approval of the Chairman of the Board, send any letter, notice or written communication in the name of SGTB to the members of SGTB or to any other person including any association, public body, or public official.
d. Fiscal Year: The fiscal year of SGTB shall commence the first day of January of each year and end on the thirty-first of December of the same year.
VIII. Amendments:
a. Proposal/Notice: Proposals to alter, amend, repeal or adopt any By-laws or provision of the Articles of Incorporation may be made by the Board through majority vote or by one-quarter of the members jointly. Any such proposal shall be transmitted to the Secretary who shall provide notice thereof to all members. No such proposal will be considered at any meeting unless at least thirty days prior thereto, notice, as set forth in Section IV, paragraph c of such proposal has been provided to all members of SGTB.
b. Requirements: At any Annual or Special Meeting of the members of SGTB at which a quorum is present in person, the members may, by a two-thirds majority vote of the members present at the meeting, alter, amend, or repeal these By-laws, adopt new By-laws, or direct the Board to cause any provision of the Articles of Incorporation to be altered, amended, repealed, or adopted, by a two-thirds vote of the Board; provided , however, that no provision of the By-laws or of the Articles of Incorporation may be amended, repealed or adopted where the effect of such action is inconsistent with SGTB’s status as a non-profit charitable corporation under the laws of the state of Minnesota.
