ARTICLE I: NAME AND OFFICES
Section I: Name — The name of the organization shall be THE ALEXANDRIA SPORTSMAN’S CLUB (hereinafter referred to as the Club) with the name being written in proper sequence with no deviations.
Section II: Offices — The principal office shall be in the City of Alexandria, State of Virginia. The corporation may have offices at such other places as the Board of Governors may from time to time determine or the business of the corporation may require.
ARTICLE II: PURPOSE
The purpose of the Club shall be to
A. recognize and reward local high school athletes for excellence in sports and proficiency in the classroom.
B. gather in the fellowship of others with interest in promoting the youth of Alexandria.
C. present an “Athlete of the Month Award” given to a student-athlete selected from one of Alexandria’s four high schools for their achievements in a respective sport.
D. increase program awareness by disseminating information to Club members and to interested persons in the community.
E. recruit members and maintain an active membership file.
This Club is not organized and shall not be operated for pecuniary gain or profit. No part of the property of the Club and no part of its net earnings shall inure to the benefit of any private individual. This Club shall never be authorized to engage in a regular business of a kind ordinarily carried on for profit or in any other Club activity except in furtherance of the purposes stated above for which the Club is organized. The Club 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 the income therefrom be devoted to such purpose.
ARTICLE III: MEMBERSHIP
Section I: Any individual, minimum age 21, is eligible who supports the goals and purposes of The Alexandria Sportsman’s Club and is willing to pay the required annual dues and to abide by these bylaws. A member is in good standing after having completed an application form and paying the annual dues.
Section II: The Board of Governors 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 The Alexandria Sportsman’s Club. Upon taking such action, the Board of Governors 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 July 1 through June 30 annually. To obtain membership, all candidates must pay the annual membership dues and complete the application form required by the Club.
Section IV: Membership in The Alexandria Sportsman’s Club is non-transferable.
Section V: There shall be four classes of membership: Active, Retired, Life, and Honorary.
A. Active membership shall apply to all current members on the rolls of this Club not classified as Retired, Life, or 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 Board of Governors. Effective January 1, 2015, the annual dues of an active member shall be $70, and there is no initiation fee for new members.
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 an 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 this Club 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 the Club without dues.
D. Honorary membership shall be granted by the Board of Governors by plurality vote at a meeting of the Board.
ARTICLE IV: GOVERNANCE
Section I: Board of Governors
A. The Board of Governors shall be constituted by ten (10) elected members to the Board and all past presidents of the Club who are members of the Club in good standing. The Board of Governors may fill any vacancy or vacancies created by any increase in the number of governors. The governors shall be elected by the members by plurality vote at the annual meeting of members, and each governor shall be elected to hold office for one (1) year and until a successor shall have been duly chosen and qualified or until he/she shall have resigned or shall have been removed.
B. The duties of the Board shall be:
- enable the continued legal existence of the Club
- ensure effective organizational planning
- ensure adequate resources
- manage resources effectively
- determine and monitor the Club’s programs and services
- enhance the Club’s public image
- serve as a court of appeal for unresolved issues or complaints
- assess its own performance
- participate in the recruitment, selection, and development of Board members
C. The governors may hold their meetings and keep their books of the corporation within or outside the State of Virginia.
D. If the office of any governor or governors becomes vacant by reason of death, resignation, retirement, disqualification, or otherwise, the membership, at the next regular meeting, shall nominate for the vacancy which will then be filled by majority vote of the membership at the then next regular meeting of the said membership.
E. The business and property of the corporation shall be conducted and managed by its Board of Governors, which may exercise all of the powers of the corporation, except as are by statue or by the charter or by these bylaws conferred upon 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 all of the members 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 term.
Section II: Officers
A. The officers of the corporation shall be chosen by the members at the annual meeting and shall be President, 1st Vice-President, 2nd Vice-President, a Secretary, and a Treasurer. The members may also 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 corporation 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 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 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:
- serve as the chief executive officer of the corporation and manage the business of the corporation.
- preside at all meetings of the members and Board of Governors.
- serve as ex officio a member of the executive committee, if one be constituted.
- actively manage the business of the corporation.
- ensure that all orders and resolutions of the Board are carried into effect.
- execute in the corporate name all authorized deeds, mortgages, bonds, contracts, or other instruments requiring a seal, under the seal of the corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the Board of Governors to some other officer or agent of the corporation.
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 Board of Governors shall prescribe.
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 Board of Governors shall prescribe.
D. The Secretary — It shall be the duty of the Secretary to:
- attend all sessions of the Board of Governors 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, if one be constituted.
- give, or cause to be given, notice of all meetings of the members and meetings of the Board of Governors, or President, under whose supervision the said office shall be.
- keep in safe custody the seal of the corporation and, when authorized by the Board, 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.
E. The Treasurer —It shall be the duty of the Treasurer to:
- maintain the custody of the corporate funds and securities.
- maintain full and accurate accounts of receipts and disbursements in books belonging to the corporation.
- deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Governors.
- disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements.
- render to the President and governors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the corporation.
- if required by the Board of Governors, give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his/her office and for the restoration to the corporation—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 corporation.
ARTICLE V: MEETINGS
Section I: Meetings of Members
A. All meetings of the members for the election of governors 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 the third Tuesday in June in each year if not a legal holiday, and if a legal holiday, then on the first day following that is not a legal holiday, at 7:15 p.m., at which time the members shall elect officers and governors, 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 corporation 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 corporation shall be submitted at the annual meeting and shall be filed within twenty (20) days thereafter at the principal office of the corporation. Such a statement shall be prepared by such executive officer as may be designated in an additional or supplementary bylaw adopted by the Board of Governors. 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, or by a majority of the Board of Governors, or by a majority of the executive committee, if an executive committee be constituted.
D. A regular meeting of the membership shall be held once a month in the months of September through June, on a day, at a time and in a place to be set by the Board of Governors of the corporation. Such regular meetings shall be general meetings, being open for the transaction of any business within the powers of the corporation, without special notice of such business as is to come before the meeting, except in cases in which special notice is required by statute, by the Articles of Incorporation 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 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), by e-mail, or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with the postage thereon prepaid.
In lieu of delivering notice as above, the corporation may publish such notices at least once a week for two consecutive calendar weeks in a newspaper published in the city or county in which the registered office is located, or having a general circulation therein, the first publication to be not more than thirty (30) days, and the second not less than five (5) days before the date of the meeting.
Notice of a members’ meeting to act on an amendment of the articles of incorporation or on a plan of merger or consolidation shall be delivered not less than seven (7) or more than twenty (20) days before the date of the meeting. Any such notice that is mailed shall be accompanied by copy of the proposed amendment or plan or merger or consolidation or a summary thereof and any such notice that is published shall state that copies of the proposed articles of amendment or plan of merger or consolidation will be supplied to members upon request.
F. At all meetings of members, the presence, in person, of fifteen (15) members shall be necessary to constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the members, the members entitled to vote shall have power to adjourn the meeting with no business being transacted, other than announcement at the meeting, until a quorum shall be present or represented.
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 or of 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. No person may vote by proxy.
Section II: Meetings of the Board of Governors
A. The first meeting of any newly appointed Board of Governors shall be held at such time and place, either within or outside Virginia, as shall be fixed by the vote of the members at the annual meeting, and no notice of such meeting shall be necessary to the newly elected governors on order legally to constitute the meeting, provided a quorum shall be present, or they may meet at such time and place, either within or outside Virginia, as shall be fixed by the consent in writing of all the governors.
B. Regular meetings of the Board of Governors 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 Board of Governors.
C. Special meetings of the Board of Governors may be called at any time by the President or by the Board of Governors or the executive committee (if one be constituted) by vote at a meeting, or by majority of the governors or a majority of the members of the executive committee.
D. Notice of the place and time of every special meeting shall be served on each governor or sent by telephone or by e-mail, or addressed to him at their last known address as it appears on the records of the corporation at least one (1) day before the date of the meeting.
E. At all meetings of the Board a majority of the governors shall be necessary and sufficient to constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the governors, the governors present may by a majority vote adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present.
ARTICLE VI: COMMITTEES
Section I: Creation and Appointment
The Board may establish standing committees and ad hoc committees as it deems necessary to advance and protect the welfare of the Club. A committee shall consist of two or more members, one of whom shall act as the chairman of the committee. The Board shall appoint the chairman of each committee and all other committee members at the first regular meeting of the Board in each calendar year, or at such other time as the Board may determine.
There shall be the following standing committees:
- Annual Banquet
Section II: Term
Unless otherwise specified by the Board, the terms of all committee members expire at the first regular meeting of the Board in each calendar year. Despite the expiration of a committee member’s term, the committee member shall continue to serve until the committee member’s successor is elected and qualifies or until there is a decrease in the number of committee members and the committee member is not re-appointed.
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 or the Board of Governors. The Board 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 Board shall nominate a candidate to fill the vacancy.
Section V: Committee Meetings
Each committee shall meet at such times and places and upon such notice as it may determine.
Section VI: Powers and Duties
Each committee has the authority and shall perform the duties set forth in these Bylaws, if any, and to the extent consistent with these Bylaws, has the authority and shall perform the duties prescribed by the Board or by direction of the chairman of the committee if authorized by the Board. No committee may:
A. authorize distributions without prior Board approval;
B. approve a dissolution, merger, or the sale, pledge, or transfer of Club assets;
C. adopt, amend, or repeal the Articles of Incorporation of these Bylaws; or
D. purchase, sell, lease, transfer, or encumber any personal property of the Club without the prior written consent of the Board.
Section VII: Rules of Order
The rules of order set forth in Article IX shall apply to all committee members. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a Board Governor.
ARTICLE VII: FINANCES
Section I: Dues
The annual dues of this Club for active members shall be $70, effective January 1, 2015, payable between the months of July and June. Club membership will be for the fiscal year. Members who have not paid dues by January shall be dropped from the membership rolls. Two-thirds (2/3) of the Board of Governors must approve a change in the amount of annual dues. Notice of a change of dues must be 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 Board of Governors and approved by a two-thirds (2/3) vote of the Board of Governors.
Section III: Compensation
The corporation shall not issue shares of stock; no dividends shall be paid and no part of the income of the corporations shall be distributed to its members, governors, or officers during the existence of the corporation or upon any dissolution or final liquidation. Provided, however, that the Board of Governors, may provide by resolution for the payment of salary to officers and members for services rendered to the corporation.
Section IV: Checks
All checks, drafts, and orders for the payment of money, notes, and other evidence of indebtedness, issued in the name of the corporation shall be signed by such officer or officers as the Board of Governors may from time to time designate.
Section V: Loans
Loans executed on behalf of the corporation shall be signed by both the President and Treasurer and the signature of both officers shall be required on each loan made on behalf of the corporation.
ARTICLE VIII: FISCAL YEAR
The fiscal year shall begin on the first day of July 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 corporation, the year of its organization, and the words, “Corporate Seal Virginia.” The Board of Governors may authorize one or more duplicate seals and provide for the custody thereof.
ARTICLE XI: DISSOLUTION
In the event of the dissolution of the Club to the extent allowed under applicable law, all of the assets of the Club shall be distributed to a non-profit corporation, that is organized and operated exclusively for charitable, athletic, or educational purposes that shall be selected by the Board of Governors of this Club.
In the event that for any reason upon the dissolution of this Club the Board of Governors 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 non-profit organizations in the jurisdiction in which the Club is located.
ARTICLE XII: STATEMENT OF NONDISCRIMINATION
Notwithstanding any provision of these bylaws, the Club shall not discriminate against any member, governor, officer, or participant on the basis of sex, race, color, ethnicity, or national origin.
ARTICLE XIII: AMENDMENTS
The Board of Governors shall have the power to amend, alter, make, and repeal the bylaws of the Club by majority vote.
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:
MARCH 5, 2014