ARTICLE I: NAME AND OFFICES
Section I: Name — The name of the organization shall be THE ALEXANDRIA SPORTSMAN’S CLUB (hereinafter referred to as ASC) with the name being written in proper sequence with no deviations. ASC is a 501(c)(3) nonprofit organization incorporated in the Commonwealth of Virginia run and managed by a Board of Governors (BOG).
Section II: Offices — The principal office of ASC shall be in the City of Alexandria, Commonwealth of Virginia. ASC may have offices at such other places as the BOG may from time to time determine or the business of ASC may require.
ARTICLE II: PURPOSE
The purpose of ASC shall be to:
1) recognize and reward local high school athletes for excellence in sports and proficiency in the classroom;
2) gather in the fellowship of others with interest in promoting the youth of Alexandria;
3) present “Athlete(s) of the Month Award(s)” given to student(s) athlete(s) selected from one of Alexandria’s four high schools for their achievements in a respective sport;
4) increase program awareness by disseminating information to ASC members and to interested persons in the community; and
5) recruit members and maintain an active membership file.
ASC is not organized and shall not be operated for monetary gain or profit. No part of the property of ASC and no part of its net earnings shall benefit any individual(s). ASC shall never be authorized to engage in a regular business of a kind ordinarily carried on for profit or in any other ASC activity except in furtherance of the purposes stated above for which ASC is organized. ASC shall never engage in propaganda, attempt to influence legislation, or participate in any political campaign on behalf of any candidate for public office, nor shall any part of its property or any part of its income be devoted to such purpose.
ARTICLE III: MEMBERSHIP
Section I: Any individual, minimum age 21, who supports the goals and purposes of ASC, completes an application, pays the required annual dues, and abides by these bylaws will be a member in good standing.
Section II: The Board of Governors (BOG) has the right to refuse to accept the membership dues of any applicant for membership, or to refuse to accept the renewal dues of any existing member who has demonstrated by his or her statement or behavior that he or she is not supportive of the goals and ideals of ASC. Upon taking such action, the BOG shall give written notice thereof to such member or applicant and return any money tendered as dues, whereupon that person shall no longer be considered a member.
Section III: The membership year shall run from January 1 through December 31 annually. To obtain membership, all candidates must pay the annual membership dues and complete the application form required by ASC.
Section IV: Membership in ASC is non-transferable.
Section V: There shall be two classes of membership: Active and Honorary.
A. Active membership shall apply to all current members on the rolls of ASC not classified as Honorary. All new membership shall be of this class and shall be open to any person, minimum age 21, upon application to and approval by the BOG. Effective January 1, 2020, the annual dues of an active individual membership shall be $70 and a family membership shall be $100.
B. Retired membership shall be limited to those members who were granted this class of membership prior to February 1, 1991. Retired members are entitled to all privileges of the Club for annual dues of $20.
C. Life membership shall be by election only to that class by a majority of the members present at a duly constituted meeting of the general membership. To be eligible for Life membership, the member a) must have been an active member for at least ten years; and b) must have served as President of ASC and/or has been selected and received the annual Sportsman of the Year Award. Upon election to Life membership, the member(s) so elected shall thereafter be entitled to all privileges of ASC without dues.
D. Honorary membership shall be granted by the BOG by majority vote of those present at a meeting of the Board.
ARTICLE IV: GOVERNANCE
Section I: Board of Governors (BOG)
A. The Board of Governors shall consist of five (5) ASC Officers, no fewer than five (5) and no more than ten (10) elected ASC members to the BOG, and all past presidents of ASC who are members in good standing. The BOG may fill any vacancy or vacancies created by any decrease in the number of Governors. The Governors shall be elected by majority vote of those present at ASC’s annual meeting either in person or by electronic vote. Only members in good standing who are verified as eligible may vote. Each Governor shall be elected to hold office for one (1) year until a prequalified successor shall have been duly chosen or until he/she shall have resigned or shall have been removed.
B. The management and operation of ASC shall be entrusted to the BOG. The BOG by majority vote of those present at the BOG meeting has the authority to approve purchases and contracts for the organization. The duties of the BOG shall be to:
1) enable the continued legal existence of ASC;
2) ensure effective organizational planning;
3) ensure adequate resources;
4) manage resources effectively;
5) determine and monitor ASC’s programs and services;
6) enhance ASC’s public image;
7) serve as a court of appeal for unresolved issues or complaints;
8) assess its own performance; and
9) participate in the recruitment, selection, and development of BOG and ASC members.
C. The BOG may hold their meetings and keep the books of the organization within or outside the Commonwealth of Virginia.
D. If the office of any Governor(s) becomes vacant by reason of death, resignation, retirement, disqualification, or otherwise, the BOG at its next regular meeting shall nominate and approve individual(s) for the vacancy(ies), which will then be filled by majority vote of the ASC membership at the next regular meeting of the said membership. If circumstances do not allow regularly held in-person meetings, notification of and voting for candidates can be done electronically.
E. The business and property of ASC shall be conducted and managed by the BOG, which may exercise all of the powers of the organization, except by statue, charter, or bylaws conferred upon and/or reserved to the members.
F. At any special meeting of members duly called, of which notice has been duly given, any Governor may, by vote of a majority of those present and who are entitled to vote, be removed from office and another be appointed in the place of the person so removed, to serve for the remainder of his/her term.
Section II: Officers
A. The Officers of the organization shall be chosen by the members at the annual meeting and shall be President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer. The members also may choose additional vice presidents, and one or more assistant treasurers, and one or more assistant secretaries.
B. The members may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the members.
C. The Officers of the organization shall hold office for one (1) year and until their successors are chosen and qualify in their position. Any officer chosen or appointed by the members may be removed at any time by the affirmative vote of a majority of the members present at a special meeting called for that purpose.
D. In the event of a vacancy in the office of President, the 1st Vice President shall succeed for the remainder of the term. A vacancy in any other office shall be filled by election of the membership, who, at the next regular meeting, shall nominate for the vacancy to be filled by majority vote of the members present at the then next regular meeting of the membership.
Section III: Duties of Officers
A. The President — It shall be the duty of the President to:
1) preside at all meetings of the membership and BOG;
2) enforce order and decorum in strict observance of the bylaws and rules of ASC along with the BOG;
3) sets a yearly agenda for ASC with the approval of the BOG;
4) appoint chairs for all committees;
5) report to the members at the end of his/her term of office the condition of ASC during this time;
6) sign all contracts that have been approved by the BOG; and
7) release all ASC documents to the incoming president at the end of his/her term of office.
B. The 1st Vice President — The 1st Vice President in the absence or disability of the President shall perform the duties and exercise the powers of the President, and shall perform such other duties as the BOG or President shall prescribe. In the current year, the 1st Vice President shall succeed, if necessary, to the Presidency upon approval of the BOG.
C. The 2nd Vice President — The 2nd Vice President in the absence or disability of the 1st Vice President shall perform the duties and exercise the powers of the 1st Vice-President, and shall perform such other duties as the BOG or President shall prescribe. The 2nd Vice President shall succeed to the 1st Vice Presidency.
D. The Secretary — It shall be the duty of the Secretary to:
1) attend all sessions of the BOG and all meetings of the members and record all votes and the minutes of all proceedings in a book or electronic file to be kept for that purpose and shall perform like duties for the Executive Committee;
2) give, or cause to be given, notice of all meetings of the members and meetings of the BOG, or President, under whose supervision the said office shall be;
3) organize, monitor, and maintain any electronic voting for the BOG and ASC membership;
4) keep in safe custody the seal of ASC and, when authorized by the BOG, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his/her signature or by the signature of the Treasurer or an assistant secretary if any; and
5) release all ASC documents to the incoming president at the end of his/her term of office.
E. The Treasurer — It shall be the duty of the Treasurer to:
1) maintain the custody of the corporate funds and securities;
2) develop a budget for ASC’s upcoming year to be approved by the BOG no later July 31. ASC’s finances shall be managed in accordance with the budget;
3) maintain full and accurate accounts of receipts and disbursements in a shareable electronic format belonging to the organization;
4) deposit all monies and other valuable effects in the name and to the credit of the organization in such depositories as may be designated by the BOG;
5) disburse the funds of the organization as may be ordered by the BOG, providing proper receipts for such disbursements;
6) render to the President and BOG at the regular meetings of the BOG, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the organization;
7) if required by the BOG, give the organization a bond in such sum and with such surety or sureties as shall be satisfactory to the BOG for the faithful performance of the duties of his/her office and for the restoration to the organization—in case of his/her death, resignation, retirement, or removal from office—of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under his/her control belonging to the organization; and
8) release all ASC documents to the incoming president at the end of his/her term of office.
ARTICLE V: MEETINGS
Section I: Meetings of Members
A. All meetings of the members for the election of the BOG and for any other purpose may be held at such time and place within Virginia as shall be stated in the notice of the meeting or in the consent to the holding thereof executed by the members.
B. An annual meeting of members shall be held on a day in the third week of June at 7:00 p.m., at which time the members shall elect Officers and Governors either in person or, if circumstances require, electronically and may transact such other business as may properly be brought before the meeting. Such annual meetings shall be general meetings, being open for the transaction of any business within the powers of the organization without special notice of such business, except in cases in which special notice is required by statue, by the charter, or by these bylaws. A full and true statement of the affairs of the organization shall be submitted at the annual meeting and shall be filed within twenty (20) days thereafter at the principal office of the organization. Such a statement shall be prepared by such executive officer as may be designated in an additional or supplementary bylaw adopted by the BOG. If no other executive officer is so designated, it shall be the duty of the President to prepare such statement.
C. At any time in the interval between annual meetings, special meetings of the members may be called by the President, by a majority of the BOG, or by a majority of the Executive Committee.
D. A regular meeting of the membership shall be held once a month in the months of September, October, November, February, March, and May, on a day, at a time, and in a place to be set by the BOG. Such regular meetings shall be general meetings, being open for the transaction of any business within the powers of the organization, without special notice of such business as is to come before the meeting, except in cases in which special notice is required by statue, by the charter, or by these bylaws.
E. Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered electronically and posted to the ASC website not less than seven (7) and no more than twenty (20) days before the date of the meeting (except as a different time is specified below).
F. At all meetings of members in person, a majority of the verified members present is necessary to constitute a quorum for the transaction of business. In the election of Officers and BOG, a combination of electronic votes and in-person votes will constitute a quorum.
G. When a quorum is present at any meeting, a majority of the votes cast shall be sufficient to elect and pass any measure, unless the measure is one upon which by express provision of the statues, the charter, or of these bylaws, a different vote is required, in which case such express provision shall govern and control the passage of such measure.
H. Each member shall have one (1) vote at any meeting of the members and every member having the right to vote shall be entitled to vote in person. Individual members have one vote. Family memberships have one vote for each person over 21 years of age. No person may vote by proxy at membership meetings. Verification of membership shall be done by the Secretary and/or Treasurer.
Section II: Meetings of the Board of Governors
A. The first meeting of any newly appointed BOG shall be held at such time and place, either within or outside Virginia, as announced at the annual meeting. Notification of all BOG meetings will be sent electronically and posted to the website.
B. Regular meetings of the BOG may be held without notice at such time and place either within or outside Virginia as shall from time to time be designated by the BOG;
C. Special meetings of the BOG may be called at any time by the President or by the BOG or the Executive Committee by vote at a meeting, or by majority of the BOG or a majority of the members of the Executive Committee. BOG members shall be notified electronically of such meetings.
D. Each BOG member shall be notified electronically of the place and time of every special meeting at least one (1) day before the date of the meeting.
E. At all meetings of the BOG, a majority of the governors present shall be necessary and sufficient to constitute a quorum for the transaction of business.
ARTICLE VI: COMMITTEES
Section I: Creation and Appointment
The BOG may establish standing committees and ad hoc committees as it deems necessary to advance and protect the welfare of ASC. A committee shall consist of two or more members, one of whom shall act as the chairman of the committee. The President shall appoint the chairperson of each committee. The committee chairperson then will select committee members.
There shall be the following standing committees:
1) Executive (Current ASC Officers)
5) Annual Banquet
6) Meetings (Food/Speakers/Awards)
Section II: Term
Unless otherwise specified by the BOG, all committee members serve one (1) year terms.
Section III: Resignation and Removal
A member of a committee may resign at any time by delivering written notice to the chairman of the committee. The BOG may at any time remove a member of a committee with or without cause.
Section IV: Vacancies
If a vacancy occurs on a committee, the chairman of the committee shall select a candidate to fill the vacancy.
Section V: Committee Meetings
Each committee shall meet at such times and places as agreed upon.
Section VI: Powers and Duties
Each committee has the authority and shall perform the duties as set forth by the BOG or by the direction of the chairman of the committee. No committee may:
1) authorize monetary distributions without prior BOG approval;
2) approve a dissolution, merger, or the sale, pledge, or transfer of ASC assets;
3) adopt, amend, or repeal the Articles of Incorporation of these bylaws; or
4) purchase, sell, lease, transfer, or encumber any personal property of ASC without the prior written consent of the BOG.
ARTICLE VII: FINANCES
Section I: Dues
Effective January 8, 2020, the annual dues of ASC for individual members shall be $70.00 and family members shall be $100.00, payable in January of each year. ASC membership will be for one calendar year. Members who have not paid dues by March 1 shall be dropped from the membership rolls. A majority of the BOG present must approve a change in the amount of annual dues. Notice of a change of dues must be approved by the BOG and sent to members at least one (1) month prior to the date of change.
Section II: Revenue
Revenue from sources other than annual dues may be raised as determined by the BOG and approved by a majority of the BOG.
Section III: Compensation
No income of ASC shall be distributed to its members, BOG, or Officers during the existence of the organization or upon any dissolution or final liquidation. However, that the BOG may vote to pay vendors for services rendered to the organization.
Section IV: Checks
All checks for the payment of money, notes, and other evidence of indebtedness issued in the name of ASC shall be signed by such officer(s) designated in the bylaws and approved by the BOG.
Section V: Loans
Loans to be executed on behalf of ASC shall be approved solely by the BOG by majority vote of the BOG present.
ARTICLE VIII: FISCAL YEAR
The fiscal year shall begin on the first day of January in each year.
ARTICLE IX: RULES OF ORDER
“Robert’s Rules of Order, Newly Revised” shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws.
ARTICLE X: SEAL
The corporate seal shall have inscribed thereon the name of the ASC, the year of its organization, and the words, “Corporate Seal of Virginia.” The BOG may authorize one or more duplicate seals and provide for the custody thereof.
ARTICLE XI: DISSOLUTION
In the event of the dissolution of ASC to the extent allowed under applicable law, all of the assets of ASC shall be distributed to a nonprofit organization that is organized and operated exclusively for charitable, athletic, or educational purposes that shall be selected by the BOG of ASC.
In the event that for any reason upon the dissolution of ASC the BOG shall fail to act in the manner herein provided, the assets shall be distributed in accordance with the law governing the distribution of assets of nonprofit organizations in the jurisdiction in which ASC is located.
ARTICLE XII: STATEMENT OF NONDISCRIMINATION
Notwithstanding any provision of these bylaws, ASC shall not discriminate against any member, governor, officer, or participant on the basis of sex, race, color, ethnicity, gender, or national origin.
ARTICLE XIII: AMENDMENTS
The BOG shall have the power to amend, alter, make, and repeal the bylaws of ASC by a “quorum” vote of the BOG and then confirmed by a vote of General Membership at the next general membership meeting.
ADOPTION OF BYLAWS
THESE BYLAWS WERE READ, APPROVED, AND ADOPTED BY THE BOARD OF GOVERNORS OF THE ALEXANDRIA SPORTSMAN’S CLUB ON THE DATE BELOW:
September 3, 2020