Bylaws of the North-West Lacrosse Club, Inc.
A Nonprofit Corporation
Duly Organized Under the Laws of the State of Oregon
ARTICLE ONE: NAME AND PURPOSE
The name of this organization shall be “North West Lacrosse Club,” hereafter referred to as the Club.
It shall be the purpose of the Club to support North Eugene High School and Willamette High School Boys Lacrosse. The primary purpose of the Club is to promote the growth of lacrosse within the North-West Eugene community. The Club shall provide support, service, and funding to the combined North Eugene High School / Willamette High School Boys Lacrosse Team. The Club shall facilitate the identification and use of resources within the North Eugene High School, Willamette High School and the community at-large. The Club is organized exclusively for charitable, religious, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE 1.3 OFFICES
ARTICLE TWO: MEMBERSHIP
North West Lacrosse Club will not maintain members or membership.
ARTICLE THREE: OFFICERS AND BOARD
Executive Director - The Executive Director will be the Varsity Head Coach, and appointed by the Executive Board. The Executive Director will only have a vote in the case of a tie.
President – Will be one of the elected Vice Presidents selected by the executive board for a term of one year. The selected president will act as the board chair. The President has full voting authority on the Executive Board for any Club matter.
Vice Presidents – Will be a parent representative preferably from each grade of the Freshman, Sophomore, Junior and Senior classes of represented players. Vice Presidents will be selected by the player parents of each age group and serve for a term of one or more years. Vice Presidents have full voting authority on the Executive Board for any Club matter.
Secretary – To be selected by the player parents for a term of two (2) years. The Secretary has full voting authority on the Executive Board for any matter.
Treasurer – The Treasurer shall be appointed by the Executive Board to serve a term length at the discretion of the board. The Treasurer has full voting authority on the Executive Board.
The Executive Board shall
be composed of the Club officers and a lacrosse team player from the varsity and junior varsity teams shall represent the players on the board in a non-voting capacity. If there is no JV team,
there shall be two representatives from the Varsity team; one upper classman and one lower classman. Player representatives shall be chosen by the team.
The Executive Board shall
be responsible for the selection of coaches and ensuring background checks for the coaches in accordance with Eugene 4J and Bethel Public School policies.
The Executive Board will be responsible for setting Committee chairpersons.
All terms of office will
run from June 15 to June 14.
ARTICLE FOUR: DUTIES OF OFFICERS
ARTICLE 4.1(a) – EXECUTIVE DIRECTOR - It shall be the duty of the Executive Director to be an advisor to the Executive Board, to ensure that the Board is fulfilling its duties as described in the Club Bylaws, and to continue to advance the goals and objectives of the Club. The Executive Director will approve all expenditures by the President, for travel or meeting costs, and will report to the Executive Board at board meetings these expenses.
ARTICLE 4.1(b) PRESIDENT
The President will coordinate preparation and distribution of the association’s proposed budget for each fiscal year with the Executive Director and Treasurer, and will present the proposed budget before the Executive Board for final confirmation and vote. The President will approve all association expenditures, and will request approval from the Executive Board for expenditures over $2,500. Each year the president along with the treasurer and Executive Director will maintain Club status as a nonprofit organization under the laws of the United States and the State of Oregon, as well as maintain its tax-exempt status under the Internal Revenue Code.
ARTICLE 4.1(c) VICE PRESIDENTS
Each year, one Regional Vice President will be designated by the Executive Board to perform the duties of the President in the absence of the President. The 1st Vice President will perform any other duties as designated by the President and the Bylaws of this Club.
ARTICLE 4.1(d) SECRETARY
It shall be the duties of the Secretary to maintain official correspondence, to keep a true record of all meetings, to render to the Executive Board a report of all Board meetings, and any other duties as assigned to the Secretary by the President and/or the Executive Board. Minutes shall be distributed and posted in a timely manner. The secretary shall maintain membership records.
ARTICLE 4.1(e) TREASURER
The treasurer shall be responsible for keeping the financial records, making deposits and withdrawals, maintaining the Club accounts and proposing a yearly budget for board approval. Financial records shall be maintained in accordance with generally accepted bookkeeping practices. Each year the treasurer along with the president and Executive Director will maintain Club status as a nonprofit organization under the laws of the United States and the State of Oregon, as well as maintain its tax-exempt status under the Internal Revenue Code. Each year the treasurer will re-file the Articles of Incorporation with the State of Oregon’s Secretary of State.
A checking account shall be maintained at a commercial bank. Authorized signers are the President, Vice President, and Treasurer.
Any expenditure not in the budget must be approved by the Board prior to the expenditure. Payment requests for authorized expenditures must be accompanied by an original receipt or invoice, or reasonable facsimile.
The Executive Board will vote to elect officers for the following season in May. Nominations for officers may be made at the May meeting.
REMOVAL OF OFFICERS AND VACANCIES
Any officer may be removed either with or without cause by an affirmative vote of the majority of the Executive Board.
If any vacancy of an office shall be caused by reason of death, resignation, disqualification, or removal otherwise, replacement shall be made by election by the Executive Board at a special meeting. The replacement shall be for a partial term to be effective until June 14.
ARTICLE 4.4 TERMS
Elected officers shall serve for one or more years and shall take office June 15.
NON-LIABILITY OF OFFICERS
The Officers shall not be personally liable for the debts, liabilities, or other obligations of the Club.
ARTICLE 4.6 HOLD
The Corporation shall indemnify to the fullest extent permitted by the Oregon Business Corporation Act any person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director or officer of the Corporation, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director or as an officer or as a fiduciary of an employee benefit plan of another corporation, partnership, joint venture, trust, or other enterprise. The right to and the amount of indemnification shall be determined in accordance with the provisions of the Oregon Business Corporation Act in effect at the time of the determination.
ARTICLE FIVE: COMMITTEES
ARTICLE SIX: MEETINGS
ARTICLE 6.1 GENERAL MEETING
The meeting schedule for each year shall be determined in June. The meeting schedule will be announced to all Club members. General meetings shall be open for the
transaction of Club business. The treasurer shall deliver a financial report at each general meeting.
ARTICLE 6.2 SPECIAL MEETINGS
Special meetings of the members may be held at such time and place as determined by the President or may be called by the Executive Board. No business other than that
specified in the written notice will be transacted at any such meeting. All Board Officers shall be notified prior to meeting.
A majority of the Board
shall constitute a quorum of the Club. The act of the majority vote of Board members shall be the act of the Board. Absentee or proxy votes shall be recognized by the
The Board or the President
may determine that an issue requires an immediate vote when the Board is not in session. The Board must be notified at least 48 hours in advance of the impending vote. The vote may take place by
telephone or email. A quorum of the membership of the Board must vote in order for the vote to be recognized. The results of the vote must be read into the minutes of the next regularly scheduled
Club meeting for the vote to be regarded as an official act of the Club.
A special vote of the Board may be held by e-mail or telephone as directed by the President for emergency matters needing an immediate decision.
ARTICLE SEVEN: AMENDMENT OF BYLAWS
ARTICLE 7.1 PROCEDURES FOR CHANGE
Any member may propose a change to these bylaws by submitting a written request to the Executive Board. Amendment of bylaws will be subject to the affirmative vote of the majority of the board members present at a regularly scheduled general meeting.
ARTICLE EIGHT: DISSOLUTION
ARTICLE 8.1 PROCEDURES FOR DISSOLUTION
Dissolution of the Club requires an affirmative vote of the majority of the Executive Board.
In the event of dissolution of the Club, any equipment or funds remaining in the Club account, after all expenses have been paid, will be split evenly and transferred to the North Eugene High School Athletic Booster Club 501 (c)(3) and the Willamette High School Athletic Booster Club 501 (c)(3), provided those funds to be dedicated to the High School Boys lacrosse programs. In the event that no lacrosse program exists at one or both High Schools, all equipment or funds will be transferred to an active, local nonprofit lacrosse program.