SHILOH ATHLETIC ASSOCIATION BYLAWS

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SHILOH ATHLETIC ASSOCIATION

BYLAWS

SHILOH ATHLETIC ASSOCIATION, INC. BYLAWS ARTICLE 1 NAME AND PURPOSE Section 1. The name of this corporation is Shiloh Athletic Association, Inc., hereinafter referred to as "SAA" or "the Association". It was incorporated under the laws of the State of Georgia on August 1, 1985, as a non-profit corporation, organized for the purpose of developing, managing and supervising recreational sports and related activities, which shall be exclusively charitable and recreational within the meaning of section 501(c)(3) of the Internal Revenue Code, for the youth of the Shiloh School District and surrounding areas. Section 2. These bylaws are adopted in order to fulfill the objectives of the Association and in conformity with the Georgia Nonprofit Corporation Code. In the event of any substantive errors, omissions or conflicts between these bylaws and the Georgia Nonprofit Corporation Code, the Code shall prevail. Section 3. The SAA shall strive to train the minds, bodies and spirits of the boys and girls of the community for the purpose of developing their capabilities, and shall provide supervised athletic contests and tournaments. These contests shall be held for the purpose of demonstrating hard work, self-discipline, self-sacrifice, extensive practice, cooperation with others, and enjoyment. The supervisory members of the Association shall at all times bear in mind that the outcome of the contests is secondary to their value in implementing constructive values and teaching understanding of self and others.

ARTICLE 2 BOARD OF DIRECTORS Section 1. The Board of Directors shall consist of the President, Vice-President, Secretary, Treasurer, Football Commissioner, Cheerleading Commissioner, Basketball Commissioner, Baseball Commissioner, Softball Commissioner, Director of Assets, Director of Facilities, Director of Public Relations, and Director of Fundraising. All Board Members shall serve for a term of one year and shall be eligible for re-election. Section 2. The Board of Directors shall manage the business and property of the Association in accordance with the rules and regulations of Gwinnett County Recreation and Parks Department and other such sanctioning bodies and youth sports organizations with whom SAA is affiliated, as determined by the Board of Directors. Section 3. No members of the Board of Directors, Officers of the corporation, Commissioners, coaches, managers, or other SAA members shall be paid for services directly related to their official SAA position. Section 4. Regular meetings of the Board of Directors shall be held monthly on a date and time specified by the President of the Association. Special meetings of the Board of Directors may be called by the President of the Association or by any six (6) Board Members. All Board Shiloh Athletic Association Bylaws

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Members shall be notified of the time and place of any special meeting at least 24 hours prior to the special meeting except in case of emergency. The purpose of any special meeting shall be announced at the next regular meeting of the Board of Directors. Section 5. A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of a majority of the Board of Directors. All Board members shall be voting members except the President, who shall vote only in the case of a tie. Voting at meetings of the Board of Directors may be by signed, written proxy presented at or prior to roll call; any exceptions on proxy voting must be approved by majority vote of the Board of Directors. Section 6. The Board of Directors shall have the authority to place on probation, suspend, expel from the Association, or take other appropriate action against any member whose conduct is considered by a majority of the Board to be detrimental to the best interests of the Association. Section 7. The Board of Directors shall have the authority to place on probation, suspend, expel, remove from the Board, or take other appropriate action against any member of the Board of Directors whose conduct is considered by a two thirds majority vote of the Board to be detrimental to the best interests of the Association. Section 8. The Board of Directors shall have the authority to adopt such written rules, policies or procedures as necessary to carry out the aims and purposes of the Association as prescribed by the Articles of Incorporation and the SAA Bylaws. Any policy or procedure not defined, governed or clarified in the Articles of Incorporation, SAA Bylaws, individual sport rules, or applicable state or federal law shall be decided by the Board of Directors. Section 9. The Board of Directors shall have the authority to approve, authorize, restrict, and control all fundraising or means of raising revenues related to the Association. No money may be raised in the name of the Association without the prior approval of the Board of Directors. Section 10. Each person who acts as a Director or Officer of the Association shall be indemnified by SAA against expenses actual and necessarily incurred in the defense of any legal action, suit, or proceeding in which such Director or Officer is made a party by virtue of being or having been a Director or Officer of the Association. The Association, however, will not provide indemnification for any Officer or Director judged in a proceeding to be liable for gross negligence or willful misconduct in the performance of his or her duties. The right of indemnification provided shall inure to each Officer or Director at the time such costs or expenses are imposed or incurred, and in the event of their death shall extend to their legal representative.

ARTICLE 3 ELECTION OF THE BOARD OF DIRECTORS Section 1. In August of each year a Nominations and Elections Committee shall be appointed by the President, consisting of three persons from the general membership and two from the Board of Directors. The Nominations and Elections Committee shall solicit candidates for all Shiloh Athletic Association Bylaws

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positions on the SAA Board of Directors, request information from and review the qualifications of each prospective candidate, and report on their findings to the Board of Directors prior to the October meeting of the Board. Section 2. The Board of Directors shall vote on the qualifications of all candidates submitted by the Nominations and Elections Committee, and all candidates deemed qualified by the Board will be placed on the SAA election ballot submitted to the membership present at the General Meeting in November. The Board may in its discretion determine that more than one candidate is qualified for any position. Nominations will also be accepted from the floor at the General Meeting in November. Section 3. All candidates must be members in good standing of SAA, and shall consent to a criminal background check. At least two-thirds of the members of the Board of Directors must be residents of Gwinnett County, and the county of residence of all candidates must be disclosed at or prior to the SAA election at the General Meeting in November. Section 4. The election of the SAA Board of Directors shall be conducted, supervised and certified by the Nominations and Elections Committee, and shall be held each year at the General Meeting of the Association in the month of November. Notices shall be sent by first class mail to each family within the SAA membership by the SAA Secretary at least fifteen (15) days prior to the date of the General Meeting. Section 5. Each elected Board Member must receive a majority vote of members in attendance. Runoff rounds will be held as necessary until each Board Member is elected by a majority vote. Nominees receiving less than 10% of the total votes cast in the initial ballot shall not be eligible for the first runoff round. After the first runoff round, only the two candidates receiving the greatest number of votes shall be eligible for any additional runoff rounds. Section 6. Following the certification of the SAA election results, the outgoing President will schedule a meeting to take place not later than November 30th, which shall include both incoming and outgoing Officers and Board Members, for the purpose of facilitating a smooth transition. The newly elected Officers and Board Members will take office on January 1st for a term of one year expiring on the following December 31st. Section 7. Following the certification of the SAA election results, within thirty (30) days the Nominations and Elections Committee shall submit a list of the names, addresses and phone numbers of the newly elected Board Members to the Gwinnett County Recreation and Parks Department. Section 8. Vacancies on the Board of Directors may be filled temporarily by the President of the Association until the next meeting of the Board of Directors, at which time the Board will elect by majority vote a replacement Director for the unexpired term of any vacant position.

ARTICLE 4 RESPONSIBILITIES OF THE BOARD OF DIRECTORS PRESIDENT: The President shall preside over all meetings of the Board of Directors, and may appoint a Parliamentarian to assist with procedural issues and facilitate meetings. The Shiloh Athletic Association Bylaws

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President shall sign all written contracts approved by the Board of Directors, and shall sign all checks along with the Treasurer. The President may also be required to provide a personal guarantee for SAA vendors. In case of disability of the President, the duties thereof shall be performed by the Vice-President. In case of vacancy of the office of President, the VicePresident shall serve as President for the remainder of the unexpired term. VICE-PRESIDENT: The Vice-President shall be responsible for overseeing the operation of all SAA concession stands, including delegation of duties related to contracting with companies or individuals as necessary and purchasing of all supplies, subject to the approval of the Board of Directors. The Vice-President shall also work closely with the President and shall assist the President in the furtherance of his/her duties as requested by the President. SECRETARY: The Secretary shall issue notices of all meetings of the Board of Directors and the Association, and shall have charge of all membership and registration books, records and papers. The Secretary shall serve as Registered Agent of the Corporation, and shall file all required annual reports with the Corporations Commissioner of the State of Georgia. The Secretary shall also perform other duties incidental to his/her position. TREASURER: The Treasurer shall have custody of all money and securities of the Association. They shall be bonded in such a sum and with such sureties as the Board of Directors requires, conditioned upon the faithful performance of the duties of their position. The Treasurer shall sign all checks along with the President, shall keep accurate financial records, shall be responsible for filing taxes in a timely manner, shall submit such vouchers, receipts, invoices or other records to the Board of Directors for their examination and approval as the Board requires, and shall also perform other duties incidental to his/her position. The Treasurer may also be required to provide a personal guarantee for SAA vendors. The Treasurer shall also make a financial report at the SAA General Meeting each November. After the Treasurer's report is approved, an independent audit will be performed. COMMISSIONERS: The Commissioners of Football, Cheerleading, Basketball, Baseball, and Softball, subject to the approval of the Board of Directors, shall be responsible for administration of their respective sports as follows: a) Appointment of a committee to assist in the administration of activities of their sport; b) Preparation and submission of an annual budget for their sport based on expected revenues and expenses; c) Formulation, review and amendment of local rules and regulations for their sport; d) Selection and training of managers, coaches and other sport leaders; and e) Scheduling of all practices, games, tournaments, competitions and special events related to their sport. f) Submit bids for sports-specific consumable items such as uniforms, scorebooks, rule books, and balls. Each Commissioner shall make day-to-day decisions regarding their respective sport, in Shiloh Athletic Association Bylaws

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accordance with the governing rules for their respective sport, the rules and policies set by the Board of Directors, and the SAA Bylaws. Each Commissioner shall be responsible for fulfilling any obligations required by sport-specific affiliations. Each Commissioner shall provide timely notice and full details to the Board of Directors regarding any major action, decision, dispute, protest, or disciplinary action taken against any member. DIRECTOR OF ASSETS: The Director of Assets shall compare prices, solicit bids, negotiate, order, receive, and distribute all durable assets, property, equipment and related items purchased by the Association (other than consumables such as uniforms, score books, rule books, and balls). The Director of Assets shall also annually inventory, maintain and provide the Board with a list and description of the condition of all durable assets belonging to and retained by the Association. The Director of Assets shall work in conjunction with the Commissioner of each sport in like fashion to provide all necessary uniforms and consumable equipment to be distributed to coaches and other participants. DIRECTOR OF FACILITIES: The Director of Facilities shall work closely with the Board of Directors and Commissioners for each sport to inspect, construct, improve, repair and maintain all playing fields, batting cages, concession stands, scoreboards, and other facilities owned or used by the Association. The Director of Facilities shall also be responsible for the routine maintenance and repair of all tractors, machinery, and other major equipment owned by the Association. The Director of Facilities shall assist each commissioner in preparing their seasonal budgets. DIRECTOR OF PUBLIC RELATIONS: The Director of Public Relations shall develop and maintain policies and procedures regarding various areas of communication for the Association. The Director of Public Relations shall assist each commissioner in announcing upcoming registration dates. The Director of Public Relations shall be responsible for communicating information to the membership at large. The Director of Public Relations shall work to promote SAA in a positive manner to the local community and beyond. DIRECTOR OF FUNDRAISING: The Director of Fundraising shall develop and maintain policies and procedures regarding fundraising. The Director of Fundraising shall be responsible for raising funds for the Association as a whole, providing assistance to each commissioner for sports-specific fundraisers, and advice to teams for team-specific fundraisers. The Director of Fundraising shall also be responsible for reporting associationwide and sports-specific fundraisers to the County and assisting teams in reporting teamspecific fundraisers to the County.

ARTICLE 5 MEMBERS AND MEETINGS Section 1. Any person having an active interest in the activities of the Association may become a member of the Association upon payment of applicable membership fees as set by the Board of Directors. Membership fees are non-refundable and are payable once per period October 1st and ending September 30th, and (except as provided in Section 2 of this Article) when paid make a member eligible to vote in the election at the next SAA General Meeting the following January, eligible to vote at any Special Meetings conducted within 13 calendar Shiloh Athletic Association Bylaws

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months of the date of payment of their membership fees, and (subject to the other requirements of the SAA Bylaws) eligible for service on the Board of Directors for the following calendar year. Section 2. A member shall be considered to be in good standing if their membership fees are currently paid and they are not currently on probation or suspension. A member whose fees were not paid during the calendar year immediately preceding the General Meeting in November shall not be eligible to vote in the elections at the General Meeting in November, nor to serve on the Board of Directors. A member who is on suspension shall not be eligible to vote at any General Meeting or Special Meeting of the Association during the period of their suspension. Section 3. The Secretary of the Association shall keep an up to date list of the members of the Association, and shall make available to any SAA member a copy of such list upon written request. Section 4. General meetings of the Association shall be held at least annually. At least one meeting shall be in the month of November for the purpose of conducting elections and receiving the Treasurer's report. Additional general meetings of the membership may be held upon the vote of a majority of the Board of Directors. All general meetings shall take place on a date and time specified by the President of the Association, and notices shall be sent via first class mail to each family within the SAA membership by the SAA Secretary at least fifteen (15) days prior to the date of any general meeting. Section 5. All formal meetings of the Association (including Board Meetings, Special Meetings, Committee Meetings, and the General Meeting in November) shall be conducted in accordance with Robert's Rules of Order (Revised) with the President or the President's designee responsible for the implementation of parliamentary procedures necessary for the orderly conduct of all meetings.

ARTICLE 6 AMENDMENTS Section 1. These Bylaws may be altered or amended or additional Bylaws adopted by a twothirds vote of the members present at any general meeting of the membership of the Association at which a quorum is present. A quorum shall be a minimum of 50 members as shown on the SAA membership list. A copy of any proposed altered, amended or additional Bylaws shall be made available to all SAA members via print or electronic media prior to the date of such general meeting.

Shiloh Athletic Association Bylaws

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