FRIENDS OF RHAM HIGH SCHOOL FOOTBALL ARTICLE i.NAME

The name of this Corporation is Friends of RHAM High School Football, Inc.

 

ARTICLE 2. ACTIVITIES AND OBJECTIVES

 

  1. General. The activities and purposes of the Corporation are to promote and develop the RHAM High School football team (hereinafter the ”Football Team”), by among other things, assisting with and/or purchasing practice, training or game equipment, upgrading facilities, and, providing development opportunities; to provide an opportunity to the youth of Andover, Marlborough and Hebron, and any other town whose youth are eligible to participate in the Football Team (collectively hereinafter referred to as the “Community”) to participate in the Football Team; to provide scholarships to Members or former Members of the Football Team; and to otherwise act as an amateur athletic organization entitling the Corporation exemption from taxation under section 501 (c)(3) of the Internal Revenue Code of 1986 (the “Code”). The aforesaid purpose of this Corporation will aid in the combating of community deterioration and the prevention of juvenile delinquency.
  2. Plan of Operations. The Corporation shall establish each year a plan of operations for the ensuing fiscal year designed to further the activities and purposes of the The plan shall be developed and approved by the Board of Directors with input received from all interested Members, the Football Team’s coaching staff, and any interested Community Members. The plan of operations will among other things, address support of the Football Team’s short term and long term needs, the Corporation’s costs of operations and any capital projects support. The plan of operations may be amended at any time by the affirmative vote of the Board of Directors.

 

ARTICLE 3. MEMBERSHIP

 

  1. 1. As provided by the Nonstock Corporation Act of the State of Connecticut as the same may be amended and revised and be in effect after the date hereof (the “Act”), the Corporation shall be a Membership Corporation. Members, who are not elected directors, shall not have voting or other rights except as provided in these By laws. The following persons shall be eligible for Membership:

 

  1. Each parent of any youth player registered to play in the Football Team during the twelve

(12) month period preceding the date upon which the Member is to vote on any matter coming before the Members for a vote. As used herein, “parent” shall mean a birth parent, an adoptive parent or a legal guardian.

  1. Any other Community Member, who is eighteen (18) years or older who is not a Member of the Football Team, and who has executed a Membership Participation form with the

 

Corporation, whose membership shall become effective once the form has been completed and received by the Secretary of the Corporation and shall remain effective for the one (1) year period from the execution date of the form. Any person referenced in the foregoing subsections a., and b. shall herein be referred to as “Members.”

 

  1. Annual Meeting of the Corporation. The annual meeting of the Corporation shall be the meeting at which directors of the Corporation are elected by the Members. The annual meeting shall be held in the months of November, December following the Football Team’s season or the immediately following January or February, at the date time and place established by the Board. The Corporation shall provide at least two (2) weeks prior notice, written or oral, to all Members of the Corporation, which notice shall at least include public notice through local media.
  2. 2. Special Meetings of the Special meetings of the Corporation may be called by the President of the Corporation or persons constituting not less than one third (1/3) of the number of Directors of the Corporation. All meetings of the Corporation shall be open to all Members and all coaches of the Football Team.
  3. Quorum Requirements; Proxies and Voting Requirements. A quorum at any meeting of the Members shall be obtained if at least fifteen (15) Members shall be in attendance at the meeting in person. No proxies shall be allowed for a vote of Members and only Members in attendance at the meeting shall be allowed to vote. A vote in favor of any action by the Members shall require the vote of such action by a majority of the Members in attendance at the meeting.

 

ARTICLE 4. DIRECTORS

 

  1. Directors. The Board of Directors shall consist of persons interested in the purpose and objectives of the Corporation, and whose skills or potential contributions are essential to carrying out the purpose and objectives of the Corporation. Only Members of the Corporation are eligible to be directors of the Corporation; provided however, any Member who holds a compensated position with the Football Team, RHAM High School or RHAM Board of Education shall not be eligible to serve as a director of the Corporation. Any Member who holds an uncompensated position with the Football Team, RHAM High School or with the RHAM Board of Directors may serve as a director but no more than twenty five percent (25%) of the Board shall consist of such persons at any one time.
  2. Number, Election and Term of Office. The number of directors on the Board of Directors shall be no fewer than seven (7) or more than thirteen (13). The number of directors on the Board of Directors within this range shall be established by the Members at the annual meeting of the Corporation. The persons who shall serve as directors on the Board of Directors shall be determined by election of the Members at the Corporation’s annual meeting, or in the event of a vacancy, at any interim meeting. For consideration, nominees for directors require ten (10) hours of active participation within the preceding twelve (12) month period which includes attendance at a minimum of two (2) monthly general membership meetings. Nominations may only be made with the nominated person’s approval. Nominations will be announced at least thirty (30) days prior to the election.
  3. Director The Board of Directors shall consist of two (2) classes with each class containing approximately the same percentage of the total number of directors. The term of office of the classes shall be determined by the Board but shall either be a one (1) year term or shall be staggered such the one (1) class of directors shall be elected at the annual meeting of the Corporation each year. If the terms are staggered, the persons elected to fill the first class of directors shall serve for a term expiring at the next annual meeting of the Corporation, and the persons elected to fill the second class of directors shall serve for the terms expiring at the second annual meeting of the corporation following their election. At each annual meeting following the Board’s election to stagger the terms, the Members shall elect for a term of two (2) years to fill the class of directors whose term is then expiring. No director shall serve for any more than three (3) consecutive terms

 

  1. Vacancies. Any vacant position on the Board of Directors shall be filled by a person selected by the remaining Directors, and the person so selected shall serve for the unexpired portion of the vacant position.
  2. Annual Meetings. The annual meeting of the Board of Directors shall be held each year immediately after the annual meeting of the Corporation. If the annual meeting is not, or cannot be, held at that time, it may be called at any other time as a special meeting of the Board of Directors. At each annual meeting the directors shall elect the officers of the Corporation for the next year, and shall transact whatever other business may properly come before the meeting. All meetings, annual, regular and special meetings, of the Directors shall be open to all Members and coaches of the Football Team.
    1. Regular Regular meetings of the Board of Directors shall be held whenever and wherever the Board of Directors may specify by resolution; provided, however, that at least six (6) regular meetings of the Board of Directors shall be held every twelve (12) months. No notice of regular meetings need be given, but if no resolution is in effect, regular meetings shall be called in the same manner as special meetings of the Board of Directors.
    2. Special Special meetings of the Board of Directors may be called by the President of the Corporation or persons constituting no less than one third (1/ 3) of the number of directors of the Corporation. At least two (2) business day’s oral or written notice of any special meeting shall be given to each director. Notice need not be given to any director who attends the meeting or who waives notice in a writing executed and filed with the Secretary of the Corporation either before or after the meeting. The Secretary shall file the waivers with the record of the meeting.
  3. Quorum and Voting A majority of the number of the directors shall constitute a quorum, and the transaction of all business to come before the directors shall be by majority vote of those present at the meeting.
    1. The directors shall manage the property, activities and affairs of the Corporation, subject to the terms of the certificate of incorporation, these by laws, the Act and the powers reserved to the Members.
      1. Transaction of Business without Meeting; Irregular Any corporate action which can be authorized at a meeting of the Board of Directors or of any committee of

directors (as described in Article 5 of these By Laws) may be taken without a meeting, as long as a quorum requirements are met, if all directors or all the Members of the committee consent in writing to the action before or after the action is taken. The Secretary of the Corporation shall file these consents with the minutes of the meetings

of the Board of Directors. In addition, a director may participate in any meeting of the

 

Board of Directors or of any committee of the Board of Directors by means of a conference telephone or similar communications equipment enabling all the directors participating in the meeting to hear one another, and such participation in a meeting shall constitute presence in person at such meeting.

  1. Indemnification and Reimbursement . The Corporation shall be bound by and comply with the provisions of the Act, regarding indemnification of corporate Members, directors, officers, employees and

 

ARTICLE 6. OFFICERS

 

  1. Title, Election and Duties. The Board of Directors shall elect from among the Members a President, Vice President, Secretary and Treasurer. Any two (2) or more offices may be held by the same person except the offices of President and Vice President, President and Treasurer, and President and Secretary. The duties of each officer shall be the duties prescribed by these by laws and/ or those prescribed by resolution of the Board of Directors. Any Member who holds any compensated or uncompensated position with the Football Team, RHAM High School or RHAM Board of Education shall not be eligible to serve as an officer of the Corporation.
  2. President. The President shall preside at all meetings of the directors and shall be in charge and direct the business and affairs of the Corporation under the control of the Board of Directors.
  1. Vice The Vice President shall assist the President in the performance of his or her duties and shall carry out the duties of the President whenever the President is unable to perform them.
  1. The Treasurer shall have charge of the finances of the Corporation under the direction of the Board of Directors. The Treasurer shall keep the fiscal accounts of the Corporation, including the account of any amount received or paid out. Within four (4) months of the close of each fiscal year of the Corporation, he or she shall prepare or have prepared a balance sheet and a revenue and expense statement showing the

financial condition of the Corporation as of the close of such fiscal year. The balance and revenue and expense statements shall be retained by the Treasurer for at least ten (10) years. The Treasurer may endorse checks, notes and ot11er obligations on behalf of the Corporation, for collection only. He or she shall deposit them and all moneys and valuables in the name of and to the credit of the Corporation, in the banks and depositaries designated by the Board of Directors. The Treasurer shall have custody of stock, securities or other investment instruments owned by the Corporation, and shall have the power to endorse them for transfer on behalf of the Corporation.

  1. The Secretary shall keep the minutes of the meetings of the directors and shall give notice of these meetings when notice is required by these by laws. He or she shall keep all books, records and papers of the Corporation except those kept by the Treasurer or another person authorized to keep them by a resolution of the Board of Directors.
  2. Term of Each of the officers shall serve for a term of two (2) years and thereafter until his or her successor is elected and qualified; provided however that no person shall serve as an officer for more than three (3) consecutive terms; and provided further that

 

no person shall serve as the Treasurer for more than two (2) consecutive terms. Any officer may be removed by the Members or the Board of Directors at any time with or without cause and with or ·without notice and hearing. Vacancies among the officers shall be filled by the Board of Directors and shall serve for the unexpired term of the vacant position.

 

ARTICLE 7. FINANCIAL MATTERS

 

  1. The Corporation is nonprofit. The Corporation shall not authorize or issue shares of stock or pay dividends. None of the Corporation’s earnings, income or assets shall ever be distributed to, or inure to the benefit of, its directors, officers, or to any private individual; provided, however, that the Corporation may compensate reasonably its officers, directors, or any private individual or company for services performed for the Corporation; and provided further, that the Corporation may make distributions in furtherance of the purposes set forth in Article 2.
    1. The books and accounts of the Corporation shall be kept in accordance with sound accounting practices and shall be audited annually by the Auditing Committee and/ or by an independent accountant designated by the Board of Directors at any time deemed necessary by the Board but in no event any less frequent than once every other year. The Audit Committee shall oversee any audit by an outside independent accountant.
    2. Each of the officers of the Corporation shall be authorized to make minor purchases on behalf of the Corporation, consistent with the purposes and activities of the Corporation; provided, however, that no officer shall be authorized to make any purchase in excess of one hundred dollars ($100), without the formal approval of the Board of Directors. Any purchase made on behalf of the Corporation in excess of two hundred and fifty dollars ($250) shall be executed by two (2) officers of the Corporation. Except in extraordinary circtm1stances, the Corporation shall not engage in cash purchases.
    3. The Corporation may be dissolved at any time upon at least a two thirds (2/3) vote of the Members and the Board of Directors. If the Corporation is dissolved, any assets remaining after payment of all liabilities and obligations shall be distributed, subject to any applicable restrictions thereof, to the Football Team or otherwise to RHAM High School, or if those entities are not longer in existence to any other amateur athletic organizations exempt under taxation under section 501 (c) (3) of the Code in amounts and proportions determined by the Board of Directors .Any assets not so disposed of by the Board of Directors shall be disposed of by the court having jurisdiction over charitable matters in the location where the principal office of the Corporation is then located, exclusively for exempt purposes, or to such organization or organizations as the court shall determine, which are organized and operated exclusively for such purposes.
    4. Fiscal The fiscal year of the Corporation shall begin January 1of each calendar year and end December 31of the succeeding calendar year.

 

ARTICLE 8. MISCELLANEOUS PROVISIONS

 

  1. Certificate of Incorporation and By Laws. The certificate of incorporation and these by laws may be amended at any time by at least a two third (2/3) vote of the Members and Board of Directors at any meeting or meetings properly called to consider the amendment; provided however that no change shall be made in these by laws or the certificate of incorporation which will affect the exempt status of the Corporation under section 501 (c) (3) of the Code.
  2. Record of Changes. Whenever a by law is amended or repealed or a new by law is

adopted, that action and the date on which it was taken shall be noted on the original by laws in the appropriate place, or a new set of by laws will be prepared incorporating the changes.

  1. Inconsistencies with Certificate of Incorporation. If any provision of these by laws shall be found to be inconsistent with the provisions of the certificate of Incorporation, the certificate of incorporation shall be the controlling authority.
  2. Statutory References. Any reference in these by laws to a section of the “Code” shall mean the Internal Revenue Code of 1986, as it is written at the time of adoption of these by laws and as it may thereafter be amended or supplemented, and shall include any other provision of the Code of similar purpose which may later become applicable to the Corporation.

 

These by laws are hereby certified by the officers of the Corporation as the bylaws of the Friends of RHAM High School Football, Inc., duly adopted by resolution of the Incorporator September 2008 and updated on January 26, 2016.

 

Ethan Brysgel

 

President Dated: January 2016

 

Brendan Duffy

 

Vice President Dated: January 2016

 

Rebecca Philips

 

Secretary Dated: January 2016

 

Sean Clifford

 

Treasurer Dated: January 2016