BYLAWS Carson City Pop Warner Football, Incorporated
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BYLAWS
Carson City Pop Warner Football, Incorporated
ARTICLE I
The Organization
Section 1.1 Organizational Mission
It is the mission of Carson City Pop Warner Little Scholar,
Incorporated Organization to provide the youth of Carson City and
surrounding areas with the opportunity to participate in a well-
organized, well-supervised, well-structured and safe football and
cheerleading environment; where academics, sportsmanship, team
work and participation are the main fundamental values that will
enhance the life-lasting experience of each participant.
Section 1.2 Affiliation National Pop Warner
Carson City Pop Warner Football, Incorporated shall act in
accordance with all National Rules and Regulations of “Pop Warner
Little Scholars, Inc.”
Section 1.3 Affiliation Sagebrush Empire Pop Warner Football
Association, Inc.
Carson City Pop Warner, Incorporated recognizes the Sagebrush
Empire Pop Warner Football Association, Inc. as Highest League
Authority (HLA). As a member of Sagebrush Empire Association,
Carson City Pop Warner Football Incorporated shall act in
accordance with all HLA Local Rules and Regulations.
Section 1.4 Membership
Carson City Pop Warner Football, Incorporated has awarded
organizational membership to all parents of participants in the
Cheerleading and Football programs during the current football
season and all recognized adult volunteers who have a volunteer
application on file and has been approved by the Executive Board
of Directors.
All members have equal voting rights in all association elections
and an equal opportunity for submitting information and/or requests
to the monthly Board Meeting Agenda; however, the Board
President reserves the right to accept or decline any submitted
agenda request.
Membership to Carson City Pop Warner Football, Incorporated
association is a privilege and may be revoked at any time by the
Executive Board of Directors. If an individuals (parent, volunteer,
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Page 1 of 10etc.) actions are deemed to be detrimental to the welfare and safety
of a youth participant or actions that publicly discredit or embarrass
Carson City Pop Warner program, members could be declared, not
in good standing and would not be permitted to seek a position on
the Board of Directors or vote in elections and any future
membership would go under further review by the Executive Board
of Directors before admission to the organization was reinstated.
Sections 1.5 Life Time Membership
Carson City Pop Warner Football, Incorporated Executive Board of
Directors shall have the right to award a Lifetime Membership in the
organization to an individual deemed worthy by the time
volunteered or their exemplary support to the organization on a
local, regional and/or national level. A 2/3 majority vote of the
Executive Board of Directors shall be required to grant a Lifetime
Membership. Lifetime members shall have all membership rights,
including the right to vote in the yearly election of officers.
ARTICLE II
Principle Office and Corporate Seal
Section 2.1 Principle Office
The principle office and place of business of Carson City Pop
Warner Football, Incorporated in the State of Nevada, shall be: c/o
Post Office Box 1170 Carson City, Nevada 89702; or at such
location as the Executive Board of Directors may from time to time
determine. All Carson City Pop Warner Football, Incorporated
Equipment is stored, when not being used, at the Carson City Pop
Warner Equipment Warehouse located on the grounds of
Governor’s Field located in Carson City, Nevada. –put park address
Incorporation Seal
The official seal of the corporation shall be inscribed with Carson
City Pop Warner Football Incorporated, the year of its incorporation,
the words “Nevada” and “Seal”, and shall be in a form approved by
the Executive Board of Directors, which may alter the same at its
discretion.
Carson City Pop Warner Football, Inc.
By-Laws
Page 2 of 10ARTICLE III
Board of Directors
Section 3.1 Members of the Board of Directors
The property and affairs of this Corporation shall be managed and
controlled by the Board of Directors, consisting of not more then
fifteen (15) individuals nor less than five (5) individuals. Subject to
the provisions of the Article of Incorporation and the provisions of
these Bylaws, each Member of the Board shall hold office for a
term of two (2) years or until he or she resigns or is removed from
office. An open position on the Board shall be filled by a majority
decision of the newly elected officers and immediate Past
President, who are automatically member of the Board of Directors,
prior to the following regularly scheduled monthly meeting. At the
same time, Seven (7) members will be elected by the membership
to the positions of President, 1st Vice President, 2nd Vice President,
Secretary, Treasurer, Cheer Coordinator and Equipment Director to
represent the Executive Board of Directors of the Corporation at the
Conference level (HLA). The position of Past President will be on
the Executive Board of Directors for a term of one year after their
presidency and may request an additional year if desired.
Section 3.2 Resignation
A member of the Board of Directors of the Corporation may resign
at any time by written notice, setting forth effective time and date
thereof; delivered personally or sent by certified mail; on or before
such effective time to another Board Member or to the office of the
Corporation.
Section 3.3 Removal
A member of the Board Of Directors may, at any time, be removed
from office, with or without cause, by the other members of the
Board of Directors, providing at least two thirds (2/3) of the Board of
Directors act together in the action. A member of the Board of
Directors may be removed from the Board of Directors for lack of
participation. Any member of the Board of Directors who fails to
attend three monthly schedule board meetings, without written or
verbal notification to one of the officers of the Executive Board of
Directors will be dismissed by the Executive Board of Directors
without cause.
Section 3.4 Filling of Vacancies
In the event of a vacancy occurring in any office of the Executive
Board of Directors at any time; regardless of how caused; such
vacancy shall be filled by an individual selected by majority vote of
the Executive Board Officers and immediate Past President. If
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Page 3 of 10quorum does not exist or there are no interested persons available,
the President reserves the right to appoint any person to the vacant
office, without a called vote.
Section 3.5 Annual Membership Meeting and Elections of Officers
The Annual Membership Meeting and Elections of the Board of
Directors Officers shall be held at the principle offices of the
Corporation during the first quarter of each calendar year; or at any
other date or place as the Board of Directors may determine to be
more convenient to the conduct the affairs of the Corporation.
Written notice stating the place, day, and hour of the meeting shall
be given personally or mailed to each member of Carson City Pop
Warner Football, Incorporated, no later then two (2) weeks prior to
the date fixed for the annual meeting.
Voting
All voting decisions will be decided by majority vote of those
members authorized to vote (see Section 1.4) and present at the
meeting providing the meeting was properly noticed. If the meeting
is a regular meeting automatically scheduled, no other notification
is necessary. All elections may be by show of hands, oral
indication or written ballot, at the preference of the President. The
election of officers shall be by written ballot only. The only proxy
votes allowed are those of an Executive Board of Directors
providing it is written, describes the specific subject of the vote, and
is submitted to the President at the beginning of the meeting. In no
event are proxy votes to be allowed during the vote of officers. Any
individual nominated for any position must be present at the time of
the nomination and must accept the nomination.
Section 3.6 Regular Meetings
The Executive Board of Directors may, by resolution, establish one
or more regular meetings at a date and place specified in such
resolution. It is required that all members holding the positions of
Head Coach or Business Manager attend monthly Board of
Directors meetings during the actual Pop Warner Season, months
July through November. They may send a representative from their
team, in their place, with written notice, by note or email, to the
Executive Board of Directors prior to the start of the regular
meeting.
Special Meetings
Special meetings of the Board of Directors or General Membership
may be called at any time by the President or by the majority of the
members of the Executive Board of Directors. Special meetings
shall be held at such a time and place as may be designated by the
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Page 4 of 10authority calling such meeting. Notice of the time and place of the
special meeting shall be given to each member of the Board of
Directors or the membership of Carson City Pop Warner Football,
Incorporated in one of the following procedures: Directors and
Members must be notified no less then forty-eight 48 hours prior to
the meeting by telephone, fax, e-mail or personal visit. The
purpose of any regular or special meeting of the Board of Directors
need not be specified in the notice of such meeting.
Section 3.7 Public Forum
Thirty (30) minutes will be set aside at the end of each Regular
Meeting for the public to address the Board of Directors. Each
person will be given five (5) minutes to address the Board. The
Board will not take action or discuss the matter at that time, but will
discuss the matter at a later date and decide the appropriate action
to be taken, with the exceptions of financial matters or matters that
could result in harm to a participant of Pop Warner Football. All
persons wishing to address the board must notify the President
seven (7) days prior to the Regular Meeting
Section 3.8 Committees
The Board of Directors may designate from among its members, by
resolution adopted by a majority of the entire Board of Directors, a
finance committee, a volunteer committee, a community committee,
an academic committee and one or more other committees. Each
committee shall consist of three (3) or more Board of Directors and
shall have and may exercise such authority in the management of
these committees with the approval of the Board of Directors and/or
the Executive Board of Directors of Corporation. All committee
decisions are to be presented and approved by a resolution of the
Board of Directors or the Executive Board of Directors.
Section 3.9 Action Without a Meeting
Any action required by law to be taken at a meeting of the
Executive Board of Directors or Board of Directors, or any other
action which may be taken at a meeting of Directors, or any
committee thereof; may be taken without a meeting; if consent in
writing, setting forth the action so taken, is signed by all of the
Board members. Consent may be signed in counterparts.
Section 3.10 Participation by Telephone and E-Mail
To the extent permitted by law, any member of the Board of
Directors, or committee thereof, may participate in a meeting of
such Board or committee by means of a conference telephone
network or similar communications method. All persons
participating in the meeting must hear each other. Each matter
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Page 5 of 10properly coming before the meeting with respect to such proxy is to
be exercised is given to each Director in writing more than five (5)
days prior to meeting, such proxy specifically identifying the matter
with respect to which it is to be exercised and the manner in which
it is to be exercised, and that the executed original of the proxy to
be delivered to the President of the Board of Directors at or before
the beginning of meeting. To the extend permitted by law, any
member of the Board of Directors, or committee thereof, may
participate in a meeting of such Board or committee by means of E-
mail as long as each board member has access to an online
provider and all information is sent to all members of the board of
directors.
ARTICLE IV
Officers
Section 4.1 Officers and Qualifications
The Executive Board of Directors of the Corporation shall include
the offices of President, 1st Vice President, 2ns Vice President,
Secretary, Treasurer, Cheer Coordinator, Equipment Director and
Immediate Past President (if accepted by him or her). If the Past
President does not accept the position, the Executive Board of
Directors may appoint a previous past president to fill that position,
only a previous president is eligible. The Executive Board of
Directors shall be elected by majority vote at the Annual Meeting
and Election of Officers of the organization (Sec 3.5). Once
elected, all officers are automatically Directors of the Corporation.
All Executive Board positions are limited to one person – per
position.
Section 4.2 Terms of Office
Executive Board of Directors terms of office will start directly after
the Annual Membership meeting, in the first quarter of current
calendar year, and will encompass the next two (2) football
seasons; ending in the first month of the year after the second
season. Offices of President, Treasurer and Equipment Director
will be up for election in even years and the Offices of Vice
President, Secretary and Cheer Coordinator will be up for election
in odd years.
Section 4.3 Removal and Resignation
Any officer may be removed by the Board of Directors with or
without cause. Any officer may resign at anytime by giving written
notice; thereof, to any Executive Board Member or to the Office of
the Corporation. Such resignation shall take effect upon its receipt
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Page 6 of 10(unless a subsequent effective date is specified in the notice). The
acceptance of such resignation shall not be necessary to its
effectiveness; unless otherwise specified in such notice.
Section 4.4 Vacancies
If any vacancy occurs in any office, of the Executive Board of
Directors, the President will appoint a successor to fill such vacancy
for the remainder of the term.
Section 4.5 President
The President shall be the Chief Operating Officer of the
Corporation and, under the supervision and control of the board,
shall actively direct and manage the properties, affairs, and policies
of the Corporation. He/She shall see that all resolutions of the
board are carried into effect and shall have the board powers and
duties of supervision and management usually vested in the office
of president of a corporation. The term of the office of President
will start on even numbered years and end on even numbered
years.
Section 4.6 First Vice President. & Second Vice President
The First Vice President shall perform such duties as shall be
assigned to him, from time to time, by the President. The Executive
1st Vice President shall act in the place of the President, exercising
all his powers and performing his duties during his absence or
disability (Including check signing authority). Areas of
responsibilities include Players Eligibility, Volunteers, Community,
Media, HLA, etc. The 2nd Vice President will act in the place of the
1st vice president, exercising all his powers and performing his
duties during his absence or disability. The term of the office of both
Vice President(s) will start on odd numbered years and end on odd
numbered years.
Section 4.7 Secretary
The Secretary shall possess all such powers and perform such
duties as are usually incidental to the office of secretary of a
corporation. Unless otherwise directed by the Board, the secretary
shall:
a) So far as possible, attend all meetings of the Board and keep
minutes of the proceedings; thereof, in written form or in any
other form capable of being converted into written form within a
reasonable amount of time. All such minutes shall be inserted
chronologically in the Corporation Minute Book, a copy of which
shall be kept on file at the Corporation’s Principle Office.
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Page 7 of 10b) Have a principal authority to attest to all Corporation
instruments.
c) Attend to the giving of all notices required by statute, bylaws, or
resolutions.
d) Prepare, execute, and file all Corporation reports as requires by
statute or by the Board.
e) Keep an account for all books, documents, papers, and records
of the Corporation, except those which are hereinafter directed
to be in charge of the Treasurer.
f) In the absence of the secretary, a duly appointed assistant
secretary or secretary pro tempore shall perform his/her duties.
The term of the office of Secretary will start on odd numbered
years and end on odd numbered years.
Section 4.8 Treasurer
The Treasurer shall keep, or cause to be kept, in written form or in
any other form capable of being converted into written form within a
reasonable amount of time, complete and accurate accounts,
recording all receipts, disbursements, deposits and any other
financial transactions of the Corporation, which records shall belong
to the Corporation. He/She shall be able to render to the President,
Members of the Board, if any, and to the Executive Board, at all
Regular Meetings of the Board, and at such other times requested
by them, a written account of all his/her transactions as treasurer
and of financial condition of the Corporation. He/She shall possess
such other powers and perform such other duties as are usually
incidental to the office of treasurer of a corporation, including
responsibility of seeing to the proper filing of all corporation tax and
similar returns and reports and check signing authority up to $1000.
In the absence of the treasurer, an assistant treasurer may be
appointed by the Board to perform such duties. The term of the
office of Treasurer will start on even numbered years and end on
even numbered years.
Section 4.9 Cheer Coordinator
The Cheer Coordinator is responsible for the implementation of all
national, regional and local rules as written in the governing bodies
rule books. He/She is responsible to develop team formation and
volunteer recruitment and working closely with the other Executive
Board Members on several committees. The term of the office of
Cheer Coordinator will start on odd numbered years and end on
odd numbered years.
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Page 8 of 10Section 4.10 Equipment Director
The Equipment Director is responsible for organizing the
Equipment Building and the issuing of equipment, the maintenance
of equipment, the inventory, the procurement and any other aspect
regarding Carson City Pop Warner Football Equipment. He or She
will make monthly reports to the Executive Board. Reports are to
include inventory, status of reconditioning, projected equipment
purchases, lost equipment and problems. The term of the office of
Equipment Director will start on even numbered years and end on
even numbered years.
Section 4.11 Additional Powers and Duties
In addition to the powers and duties set forth above, each officer
has such further authority and shall perform such other duties in the
management of the Corporation as may be determined by
resolution of the Board of Directors not inconsistent with these
Bylaws and the Corporation’s Article of Incorporation.
ARTICLE V
Section 5.1 Contracts
The Board of Directors may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.
Section 5.2 Loans
No loan shall be contracted for on behalf of the Corporation and no
evidence of indebtedness shall be issued in the name of the
Corporation unless authorized by a resolution of the Board of
Trustees. Such authority shall be confined to specific instances.
No loan shall be made to any Officer or Director of the Corporation.
Section 5.3 Checks, Drafts, and Notes
All checks, drafts, or other orders for payment of money, notes, or
other evidence of indebtedness issued in the name of the
Corporation shall be signed by the President, 1st Vice President,
Treasurer, Past President and 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 no circumstance, shall
funds be drawn from corporate checking account (greater than
$1000) with less than two authorized signatures authorizing
withdrawal. For the benefit of the Corporation, all checks in form of
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Page 9 of 10payments to vendors or refunds will be signed at the regularly
scheduled board meeting and the Executive Board of Directors.
Section 5.4 Deposits
All funds of the Corporation, nor otherwise employed, shall be
deposited from time to time to the credit of the Corporation in such
bank, trust companies, or other custodians as the Board of
Directors may select.
Section 5.5 Fiscal Year The fiscal year of the Corporation shall begin on
January 1 of each year and end on December 31 of such year.
ARTICLE VI
Indemnification
The Board of Directors may authorize the Corporation to pay, or cause to be paid
by insurance or otherwise, any judgment of fine rendered or levied against a
present or former director, officer, employee, or agent of the Corporation in an
action brought against such person to impose a liability or penalty for an act of
omission alleged to have been committed by such person while a director,
officer, employee, or agent of the Corporation, provided that the Board of
Directors shall determine, in good faith, that such a person acted in good faith
and without willful misconduct or gross negligence for a purpose which he/she
reasonably believed to be in the best interest of the Corporation. Payments
authorized hereunder include amounts paid and expenses incurred (including
attorney’s fees) in satisfaction of any liability or penalty or in settling any action or
threatened action, but in no event, shall this Article permit payment of any
amount, payment of which would give rise to any liability for taxes or penalties
under Chapter 42 of the Internal Revenue Code of 1986, if the Corporation is at
such time a private foundation.
ARTICLE VII
Amendments
The Bylaws may be amended, altered, or replaced and new Bylaws may be
adopted by the Board of Directors of the Corporation by a vote of the majority of
the Directors then in office, and not otherwise, at any meeting of the Board,
provide the full text of the proposed amendment, alteration, or repeal shall have
been delivered to each Director of the Corporation at least five (5) days prior to
the meeting at which the proposed amendments, alteration, or repeal will be
presented to the Board for action.
Carson City Pop Warner Football, Inc.
By-Laws
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