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BARRE YOUTH SPORTS ASSOCIATION, INC.

CONSTITUTION

Adopted July 6, 1999

ARTICLE 1 - NAME OF THE ORGANIZATION

Name of the organization will be the Barre Youth Sports Association, Inc. (herein after also referred to as BYSA).

ARTICLE 2 - OBJECTIVE OF THE ORGANIZATION

The objective of this organization is to establish, develop and operate youth sports programs in the greater Barre area in an effort to encourage and assist youth to grow up to be socially responsible community members. BYSA will strive to make all activities an enjoyable learning experience by giving each participant a fair amount of playing and instruction time.

Programs currently offered by BYSA include Basketball, Football, Soccer, Hockey, Wrestling, and Lacrosse. Other youth activities may be added by a majority vote of the Board of Directors at any duly called meeting.

ARTICLE 3 - LOCATION OF OPERATION

This organization will operate in Barre, Vermont, County of Washington, and may extend into those areas surrounding Barre, as may be approved by the Board of Directors. Individuals will not be eligible to participate in BYSA programs if they live in a town that offers a corresponding youth program for that individual. Any questions regarding the validity of a corresponding youth program or the eligibility of a particular individual will be referred to the Board of Directors for a decision.

ARTICLE 4 - LIMITATION OF AFFILIATION

This organization will not be directly affiliated with any other organization, but will work in conjunction with and through the Barre City and Barre Town Recreation Departments and schools.

ARTICLE 5 - DUTIES OF THE ORGANIZATION

The duties of this organization will be as follows:

a. To make and enforce rules and regulations to govern each sport program coming under its jurisdiction. This will not be construed as contravening playing rules as required by any sports program committee, or state or national organization under which a sports program may be affiliated.

b. To solicit or approve a solicitation of contributions as required for the conduct of its programs.

c. To ensure all participants including coaches, officials, and players conduct themselves in an appropriate manner as set forth by each Sports Program Committee program and the BYSA Code of Conduct.

d. To make all necessary disbursements of funds for the operation of its' programs, within the budgets submitted by the Sports Program Committees and approved by the Board.

e. To see that all interested youths have an opportunity to participate in its programs, regardless of race, color, creed, sex, nation of origin, handicap, or financial status or any other protected category as established by state and federal laws.

f. To insure and protect all property owned by BYSA and used by the Sports Program Committees.

g. To handle appeals and grievances as they may be presented by the Sports Program Committees or participants.

ARTICLE 6 - OFFICERS AND THE ELECTION THEREOF

Officers of this organization are as follows: Chair, Vice Chair, Secretary, and Treasurer.

a. The Board of Directors will elect all officers.

b. Officers must be voting members of the Board of Director.

c. Each term of office will be for two (2) years.

d. Officers will be elected at the annual meeting and take office at the conclusion of that meeting.

e. The Board of Directors will appoint a nominating committee consisting of three (3) members for the purpose of selecting a slate of officers to be considered by the Board of Directors at the March meeting.

f. Directors of sports programs are allowed to hold any office of the Board.

ARTICLE 7 - DIRECTORS AND THE ELECTION THEREOF

Each Sports Program Committee will submit the name of one individual to the nominating committee for consideration to serve on the Board of Directors and attend and report at each monthly meeting. In addition, the nominating committee will nominate three Directors from the community at-large for service on the Board. Any member of the Board of Directors can be removed from his/her position by a vote of two-thirds (2/3) of the elected Board of Directors at a properly instituted Board of Directors meeting.

ARTICLE 8 - SPORTS PROGRAM COMMITTEES

Each sport will establish a Sports Program Committee, which will be responsible for the following:

a. To annually develop or modify an operating program and budget for their sport, within the guidelines of the BYSA Constitution and by-laws.

b. To submit a budget and any program changes to the Board of Directors for approval at the annual meeting.

c. To run their program within the guidelines they have established and for which they have received the approval of the Board of Directors. These guidelines must include, but are not limited to: i. Purchasing and approval of invoices for payment

ii. Procedure for the handling of grievances and appeals to the Board iii. Playing time iv. Discipline of volunteers as well as participants

v. Selection of coaches and other volunteers, including committee members

vi. The purchase of liability insurance to protect coaches, directors, and coordinators.

ARTICLE 9 - MEETINGS

a. A regular Board of Directors meeting will be held on the first Tuesday of each month at a time and place to be determined by the Board.

b. The Annual Meeting of the Board will be held on the first Tuesday in April at 7:30 p.m. at site to be determined by the Board.

c. A special meeting of the Directors may be called by the Chair or by not less than three (3) members of the Board of Directors. Special Board meetings must be warned at least 48 hours in advance and everybody on the Board must be notified. If any Board member cannot be notified via telephone in the prescribed 48 hours they will be mailed a post card giving them the meeting time and place. This ruling may be circumvented only in cases of extreme emergencies.

d. Minutes of all Board meetings must be recorded and on file with the Secretary. These minutes will be public record and available to anyone who requests them, unless the Board goes into "Executive Session". Executive Session can only be held for sensitive subject matter and must be declared and voted by a two-thirds majority of the Board members present.

ARTICLE 10 - REQUIREMENTS FOR A QUORUM

A quorum for a Board of Directors meeting will consist of a minimum of five (5) Directors without which a legal meeting cannot be held and no business can be transacted.

ARTICLE 11 - FINANCIAL POLICIES

a. The BYSA fiscal year will begin on May 1st and end on April 30th of the following year.

b. A proposed budget for the forthcoming year will be prepared by the Treasurer and Sports Program Committees and approved by the Board of Directors.

c. All monies will be promptly deposited to the BYSA account established at a federally insured Vermont financial institution. All monies not required for immediate operational use will be held in an interest-bearing account at such institution.

d. BYSA funds will come from registrations, fundraising, donations, concessions, admissions, and assessments. Fees for each program will be determined on a yearly basis by the Sports Program Committees. These funds will be used for facility, administrative and program costs, including referee fees.

e. All debts will be paid when due. All funds will be spent only in the interest of BYSA. BYSA will have no authority to borrow funds or to incur indebtedness, except as may be occasioned by vendor purchases on normal commercial terms.

f. Should BYSA be dissolved all funds in the BYSA account will be divided among the existing sports using a formula to be determined by the Board.

g. Any Sports Program which withdraws from BYSA with a negative fund balance will be required to eliminate the negative fund balance by the end of the fiscal year in which they leave and will not be considered for re-admittance to the BYSA organization until said obligations have been met.

ARTICLE 12 - AMENDMENTS TO THE CONSTITUTION

Amendments to this constitution will require the approval of two-thirds of the Board of Directors, present and voting at any duly called organization meeting. Amendments must be requested in writing.

ARTICLE 13 - EXEMPTION UNDER SECTION 501(c)(3)

In order for Barre Youth Sports Association, Inc. (BYSA) to qualify for exemption under Section 501(c)(3), the following clauses have been included in the Constitution of BYSA.

a. Notwithstanding any other provisions of these articles, Barre Youth Sports Association, Inc. is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and will not carry on any activities not permitted to be carried on by an organization exempt from Federal Income tax under IRC 501(c)(3) or corresponding provisions of any subsequent law.

b. No part of the new earnings of the organization will insure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member trustee, or officer of the organization or any private individual will be entitled to share in the distribution of any of the organization's assets upon dissolution of the organization.

c. No substantial part of the activities of the organization will be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC 501(h)) or participating in, or intervening in (including the publication or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

d. In the event of dissolution, all of the remaining assets and property of the organization will, after payment of all necessary expenses thereof, be distributed to organizations that qualify under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local governments for a public purpose, subject to the approval of the Justice of the Supreme Court of the State of Vermont.

e. In any year in which the organization is a private foundation as described in Section 509(a), the organization will distribute its income for said period in such time and manners as not to subject it to tax under IRC 4942, and the organization will not (a) engage in any act of self-dealing as defined in IRC 4941(d), (b) retain any excess business holdings as defined in Section 4943(c), (c) make any investments in such a manner as to subject the organization to tax under Section 4944, or (d) make any taxable expenditures as defined in IRC 4945(d) or corresponding provisions of any subsequent Federal tax laws.