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NATIONAL ASSOCIATION OF INTERCOLLEGIATE GYMNASTICS CLUBS
(A Nonprofit Corporation)
(Approved by NAIGC Board of Directors 11/17/07)
(Amended by the NAIGC Board of Directors 4/2/08)
(Amended by the NAIGC Board of Directors 10/2/10)
ARTICLE 1. NAME
The name of this corporation is the "National Association of Intercollegiate Gymnastics Clubs," hereafter referred to as the Association or the NAIGC.
ARTICLE 2. PURPOSE
This corporation is organized for charitable purposes, including, for such purposes, the support of the sport of gymnastics at the college and university level, including but not limited to the facilitation and coordination of gymnastics events at colleges and universities.
Mission Statement: The mission of the NAIGC is to expand opportunities for participation in the sport of gymnastics and to promote interaction among collegiate gymnastics clubs by providing structure for competition on local, regional, and national levels; facilitating communication; and building a community of support and camaraderie that encourages sportsmanship, leadership, teamwork, and fun.
ARTICLE 3. MEMBERSHIP
3.01 Classes: The Association shall have a voting membership consisting of collegiate gymnastics clubs. Additional classes of non-voting members may be established by the board of directors.
3.02 Requirements: Membership requirements shall be set and modified from time to time by the board of directors.
3.03 Admission: All membership shall be granted by the board of directors. The board may also deny, terminate, or suspend membership so long as it does so in a manner that is reasonable and carried out in good faith.
3.04: Powers: The voting membership shall have the following powers and no others: to elect directors at the annual election, to add directors mid-year, to recall directors, to amend the Articles of Incorporation or these Bylaws, and to adopt non-binding resolutions.
ARTICLE 4. BOARD OF DIRECTORS
4.01 Eligibility: All persons shall be eligible for the board of directors.
4.02 Election: Each director shall be elected, or added mid-year, by the voting membership as specified in Articles 5 and 6.
4.03 Number: Except under special circumstances specified in the NAIGC Director Election Procedure, there shall be a minimum of four active directors, and a maximum of fifteen directors.
4.04 Terms: Each director shall be elected to serve either a one-year term or a two-year term. There shall be no limit on the number of terms a director may serve.
4.05 Meetings: The full board of directors shall meet at least once annually.
4.06 Inactivity: A director may be declared inactive by the board if a good faith effort to reach him or her fails for two weeks. A director may also change his or her own status to inactive in the case of an anticipated period of absence. An inactive director may reset his or her status to active upon reestablishing contact with other directors.
4.07 Offices: Offices shall include president, vice president, treasurer, and secretary. Other offices may be created and modified from time to time. A list of all offices with their respective powers and duties shall be kept on record. Upon election, or in the event of a vacancy, the board shall assign directors to fill vacant offices. The board may also temporarily assign the powers and duties of an inactive office to another director.
4.08 Powers: The board of directors shall have the responsibility and authority to exercise all legal powers on the Association's behalf, consistent with the Articles of Incorporation and these Bylaws. To the extent permitted under the North Carolina Nonprofit Corporation Act, the board may delegate any of its powers to committees or individuals. Except as otherwise specified in these Bylaws, the board of directors shall make decisions based on a majority of active directors, with the president casting a tie-breaking vote.
4.09 Accountability: In the event of a board decision that is not reached unanimously, a record of each director's vote shall be made public. Each director shall have the option of attaching a justification for his or her vote to the public record.
4.10 Removal: Any director may be removed by a two-thirds vote of active directors. A director may also be recalled by a two-thirds vote of all voting members.
ARTICLE 5. ANNUAL MEETING
5.01 Invocation: The incumbent president of the board of directors shall be responsible for calling the Association's annual meeting and determining its agenda. The time, location, and initial agenda shall be announced to the voting membership at least 30 days in advance.
5.02 Annual Election of Directors: The annual meeting shall feature the annual election of the board of directors. Candidates for the board may be nominated in advance, or during the meeting. Each director thus nominated shall be elected if a majority of all voting members who are present at the meeting vote in favor, unless this procedure results in the election of fewer than four or more than fifteen directors. The board shall establish an election procedure to address these cases.
5.03 Voting Session: The annual meeting may coincide with a special voting session as specified in Article 6.
5.04 Discussion: The annual meeting agenda shall include an open discussion period, in which no binding decisions may be made. Requests for specific discussion items to be included in the agenda may be submitted to the president.
ARTICLE 6. SPECIAL VOTING SESSION
6.01 Invocation: A special voting session may be requested by either the board, or ten percent of the voting membership. The request must include reasonable evidence of board or membership endorsement, at least one initial item to be voted upon, a reasonable procedure for collecting and recording votes, and a voting date. The request must be submitted to the secretary, or other person designated by the board, at least forty days before the voting date.
6.02 Notice: The secretary, or other person designated by the board, shall provide notice of all special voting sessions to each voting member. Notice of the voting date shall be given at least thirty days in advance. An agenda of all items to be voted upon and the vote collection procedure shall be given at least ten days in advance.
6.03 Non-Binding Resolutions: A non-binding resolution shall refer to a formal statement by the members to convey an opinion or suggestion to the board of directors. The vote on a non-binding resolution shall not obligate or constrain the board.
6.04 Initiatives: An initiative shall refer to either a non-binding resolution, or an amendment to the Articles of Incorporation or these Bylaws. An initiative may only be introduced with the approval of either the board or ten percent of the voting membership, and must have an initiative sponsor. To allow time for review, an initiative must be first introduced at least thirty days before the voting date. An alternative to or a derivative of a proposed initiative may be introduced no less than twenty days before the voting date. The initiative sponsor may make minor modifications to the initiative until fifteen days before the voting date.
6.05 Recall of Directors: A proposal to recall a director may only be introduced with the approval of either the board or ten percent of the voting membership. The proposal must be introduced at least thirty days before the voting date, to give affected parties opportunity to disclose relevant information; and the proposal must be accompanied by all substantive reasons for the removal. Two-thirds of all voting members must vote in favor of the recall for it to pass.
6.06 Addition of Directors: A nomination to add a director to the board for a mid-year special voting session may be made by any member, up to fifteen days before the voting date. A director so nominated shall be added to the board if a majority of all voting members vote in favor, unless the addition results in more than fifteen directors. The board shall establish an election procedure to address this case. Directors added to the board at a mid-year special voting session shall serve until the next annual election.
ARTICLE 7. INDEMNIFICATION
Every person who is or shall have been a director or officer of the Association and his or her personal representatives shall be indemnified by the Association against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit or proceeding to which he or she may be made a party by reason of his or her being or having been a director or officer of the Association or of any subsidiary or affiliate thereof, except in relation to such matters as to which he or she shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his or her duty as such director or officer. "Costs and expenses" shall include, but without limiting the generality thereof, attorney's fees, damages, and reasonable amounts paid in settlement.
ARTICLE 8. DISSOLUTION
Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation to an organization or organizations which shall, at that time, qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code; or to federal, state, or local governments to be used exclusively for public purposes. Any such assets not disposed of by the board of directors shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, in that Court's discretion, exclusively for such public purposes, or to such organizations which qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code.
ARTICLE 9. AMENDMENTS
These Bylaws may be amended by the board of directors or by the voting members. A majority of all active directors, or a majority of all active voting members must vote in favor of the amendment for it to pass.
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