NEW CANAAN YOUTH FOOTBALL, INC.
ARTICLE I - NAME
1.1 This organization-shall be known-as New-Canaan Youth Football, Inc., hereinafter referred to as the League.
1.2 This League shall be operated as a non-profit organization in the State of
Connecticut and in compliance with all relevant state and federal laws and regulations.
ARTICLE II - PHILOSOPHY
2.1 The League shall be authorized to annually register with a youth football
organization (hereinafter "Organization) that will offer the optimum benefits to its participants as determined by the Board of Directors.
2.2 The official playing rules and regulations of the affiliated Organization shall be
followed by the League.
ARTICLE III - OBJECTIVE
3.1 This League's existence is for the benefit of the young people in New Canaan.
3.2 This League has been organized to inspire youth regardless of sex, race, creed, or
color to practice the ideals of sportsmanship and physical strength, as well as to bring the area youth closer together through the means of common interest in sportsmanship, fellowship, and athletic competition.
3.3 The League shall maintain a program of voluntary adult instruction and league
competition with emphasis on teamwork, sportsmanship, safety, and the development of the individuality of all participants.
3.4 The League shall encourage the adult supervision to behave in an exemplary
manner while supervising the youth and keeping the welfare of its youth foremost in its mind.
3.5 The League shall promote safety-first play by requiring strict compliance with all
rules and regulations contained in the By-Laws, and any other rules adopted by the Board of Directors concerning safety.
3.6 Coaches shall be required to adhere to the highest standards in handling the safety
and wellbeing of the children, as well as cultivating the philosophy and objectives of the League as articulated in these by-laws.
ARTICLE IV - MEMBERSHIP
4.1 There shall be no members.
ARTICLE V - BOARD OF DIRECTORS
5.1 The management of the property and operation of the League is vested in the
Board of Directors and otherwise all powers of the League shall be exercised by, or under the authority of, the Board of Directors.
5.2 This League shall consist of a Board of Directors of not less than three (3) or
more than twenty-five (25) persons. Election of the Board shall take place annually by the majority vote of the Directors at a meeting called for such purpose, and further, the Board of Directors shall have no less than three head coaches serving as Directors. If after the resignation or removal of a Director, there are less than three head coaches serving on the Board of Directors, the Directors shall fill such vacancy under the authority of Article 5.5 by appointing a head coach to the Board of Directors. The Board will attempt to have representation on the Board in each grade level.
5.3 The Board of Directors shall have authority to elect a President, Vice President,
Secretary, Treasurer, Director of Coaching, Director of Publicity, Director of Administration, Director of Equipment, and such other officers as shall be determined by the Board of Directors.
5.4 A Director may resign, be suspended or terminated by a two-thirds vote of the Directors present at a regular or special meeting.
The Director involved must be notified of such planned action and the reason for such planned action at least one week prior to the meeting in which the suspension or termination will be initiated, and in turn, be given the opportunity to respond, before such vote is taken.
5...5 Any Director position becoming vacant during the year may be filled by a
majority vote of the remaining Directors present at any Board Meeting.
5.6 Each Director must sign a waiver, release and hold harmless agreement acknowledging they can be voted off the Board as set forth herein for any reason whatsoever.
5.7 Directors may serve for no more than four years in a row beginning January 2012.
5.8 Directors shall have the right to suspend any person (Coach, Parent, family member, spectator or participant) from participating in any NCFL activities or events for any breach of the “Code of Conduct” for coaches, players, or parents as set forth from time to time by the Directors or any conduct on or off the field which the Directors determine in their sole discretion to be detrimental to the program. See also section 8.5 which covers suspension from the program as a result of litigation.
ARTICLE VI - MEETINGS
6...1 Quorum for all meetings will constitute 50% of the Board members.
6.2 The President, or in the absence of the President, the officer designated by the
President, will preside at all meetings.
6.3 Each Director in attendance at any meeting is entitled to one vote. A majority of
those present at any meeting may authorize action on any matter coming before the Board except as provided in Articles 5.4. and 10.1.
6.4 Regular meetings of the Board of Directors shall be held on a monthly basis. There shall be an open annual meeting on the first meeting date in May each year for all parents of participants at which time the President will give a state of the Program address and hear comments, complaints or recommendations relative to the program, along with the other Board members.
6.5 The Board of Directors, in lieu of taking a vote at a meeting, may authorize any
action by the signature of each Board member on a written consent to action. E-mail confirmation of acceptance is allowed.
ARTICLE VII - OFFICERS AND COMMITTEES
7.1 Prior to the last meeting of the calendar year, the Directors shall develop a list of
candidates for officers for the forthcoming year. Other candidates may be nominated by the Directors in attendance at such meeting. It is required that a majority of the Directors be in attendance for the election of officers. An officer may be removed by majority vote of the Directors.
7.2 At a minimum, the officers of the League shall consist of those officers set forth
in Section 5.3.
The officers shall have the following authority:
7.2.1 President: The President shall be responsible for conducting the
affairs of the League and executing the policies established by the Board of Directors.
The President shall be limited to serving two years.
The President shall present a report of the condition of the League at the second meeting of each year. At other times when deemed appropriate, the President shall communicate to the members of the League such matters as may in the opinion of the President be relevant to the welfare of the League.
The President shall preside at all Board of Directors meetings and may call special meetings as deemed appropriate.
The President and / or the Treasurer have the authority to execute contracts or purchases in the name of the League involving expenditures of less than $750 without prior Board approval.
The President shall submit to the Board for the Board's approval his appointments to any special committees designated by the President.
The President may appoint Board Members to any non-officer positions.
The President is responsible for the League complying with all rules and regulations of the Organization with which it is affiliated.
7.2.2 Vice President: The Vice President shall be responsible for
scheduling, players draft, enforcement of rules and regulations adopted by the League, and other matters delegated by the Board or the President.
7.2.3 Treasurer: The Treasurer shall receive and disburse all monies of the
League and deposit and disburse such funds to, and from, depository(ies) approved by the Board. He/she is responsible for financial records, preparation of a budget, government filings, and the raising of funds for the League.
The Treasurer shall prepare an annual budget for Board approval, authorize expenditures only within the approved budget, and alert the Board to possible necessary adjustments in that budget during the year.
The Treasurer shall maintain records of all receipts and disbursements and otherwise maintain records so as to ensure the Leagues non-profit tax status. The Treasurer shall present a summary of the financial condition of the League at each Board meeting. Annually, the Treasurer shall be responsible for preparing an Income Statement and Balance Sheet.
The Treasurer shall insure that filings are completed on any required government tax reports and insure that the League continues to be a corporation in good standing in the State of Connecticut. The Treasurer shall have the duty of submitting plans for Board approval for raising the income projected in the budget, and then the execution of those plans.
7.2.4 Secretary: The Secretary is responsible for the recording of the
activities of the League and maintaining and filing with the Organization with which the League is affiliated, lists and necessary records.
The Secretary shall maintain a list of all Directors, Officers and Committee Members.
The Secretary shall give notice and arrange for facilities of all
meetings of the League, the Board and Committees.
The Secretary shall record the proceedings of the meetings of the Board of Directors. A copy of the Board minutes shall be made
available to each Director prior to the next meeting.
7.2.5 Director of Publicity: The Publicity Chairman shall be responsible for
Disbursement of pertinent information
Recognition of the League
Communication of publicity shall be handled through:
Any other media deemed acceptable
7.2.6 Director of Coaching: The Director of Coaching shall be responsible for recruiting head coaches and presenting them for approval by the Board, coordinating and communication on a regular basis with head coaches, and organizing coaches and player clinics. They shall also be responsible for making sure all coaches sign and returned to the Director of Administration an executed coach’s code of conduct.
7.2.7 Director of Administration: The Director of Administration shall be responsible for coordinating of all administrative activity including, but not limited to, establishing a team mother program and shall be responsible for coordinating player registration and documentation, including without limitation compiling rosters, setting up communication relationships between players and players' parents, and assisting in the publicity for registration dates.
7.2.8 Director of Equipment: The Director of Equipment shall be responsible for purchasing, procuring and maintaining the football equipment, which shall conform to all relevant safety standards, in sufficient quantities to ensure that all participants are outfitted with properly fitting equipment.
ARTICLE VIII - DISPUTE RESOLUTION
8.1 Complaints or protests pertaining to misconduct by a player, coach, officer,
Director, or parent, or violation of the rules and regulations of the League by any such person shall be filed, in writing, with a Board member in prompt fashion, stating the nature of the misconduct and/or violation, and including the date, time, place and individuals involved. The Board shall have the authority to delegate to the Grievance Committee such complaint or protest for investigation and mediated or other such resolution; but failing such resolution, the Board shall hear such complaint and issue any findings and sanction deemed appropriate.
8.2 Individuals mentioned in such complaint or protest shall be notified in writing as
to the details of the complaint and shall be given an opportunity to respond to same. If the Grievance Committee fails to resolve such complaint or protest, the Board shall be so notified and thereupon such complaint or protest shall be heard at a Board meeting, and upon such hearing, the board shall be authorized to act.
8.3 Coaches for each team are appointed by the Directors and shall serve at the Directors sole discretion. The appointment is for one season only, August through November.
8.4 Each Coach must sign a release and waiver holding the Board harmless for all their actions and acknowledge that their coaching term is for one season at the sole discretion of the Board and that they may be removed from the team or program with or without cause before, during or after any season. Compensation, if any, for coaches shall be set in the sole discretion of the Board.
8.5 In the event of a lawsuit against the NCYF or against any New Canaan Youth Organization by a Board Member, Coach, Parent or Participant, the Board may prevent any participation or involvement of any kind in the program by the litigant and or any family member of the litigant until said lawsuit is resolved.
ARTICLE IX DISSOLUTION
9.1 Upon dissolution of the League and after all outstanding debts and claims have
been satisfied, the Directors shall distribute all monies and property of the League to recognized organizations maintaining objectives similar to those of the Organization.
ARTICLE X - AMENDMENT OF BY-LAWS
10.1 These By-Laws may be amended, repealed or altered in whole or in part by a two thirds vote at any duly organized meeting of the Board of Directors. Notice of the proposed change(s) must be given each Director at least seven (7) days prior to
the meeting where the vote of approval is sought. The By-Laws may not be amended, repealed or altered at any meeting where there is less than a majority of the Directors present.
ARTICLE XI - COMMITTEES
11.1 The Board of Directors shall establish a Nominating Committee which shall be charged with obtaining names of candidates for nomination to become members of the Board of Directors. The Board of Directors shall also establish a Grievance Committee, which Committee shall, unless modified by Board action, be charged
with investigating any complaint or protest filed with the League, and such Committee shall act in furtherance of the dispute resolution provisions of Article VIII of these By-Laws. The Chairperson of the Grievance Committee shall not be a current coach in the program and does not have to be a board member but may be on the board. The Board may establish any other Committee it deems appropriate and delegate authority to such committee as it deems appropriate. A Committee shall include at least three (3) members, and shall be appointed by the President.
ARTICLE XII — ORGANIZATION (FCFL) REPRESENTATION
12.1 The Board of Directors shall approve the delegates (and alternate delegates) to the Organization (FCFL) with which the League is affiliated; provided however, the President shall, by holding such office be deemed to be a delegate during his or her tenure as President.
ARTICLE XIII — CORPORATE SEAL
13.1 The Board of Directors shall prescribe the form of the corporate seal.
ARTICLE XIV — FISCAL YEAR; TAXES
14.1 The fiscal year of the Corporation shall end on December 31st of each year, or such other twelve consecutive months as determined from time to time by vote of the Board of Directors. The President and Treasurer shall be responsible for the proper and timely filing of all Federal, State and local tax returns and payments and for securing any available exemptions therefrom.
14.2 The Corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501 (c) (3) of the Internal Revenue Code.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the Corporation shall be the carrying on of the propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a Corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE XV BOOKS AND RECORDS
15.1 The Corporation shall maintain complete books and records of account and shall
keep minutes of the proceedings of its incorporators, Board of Directors, and any
committee or committees, if any.
15.2 Following review and approval by the Board of Directors, the annual financial
statements prescribed by Section 33-1241 of the Connecticut Revised Nonstock
Corporation Act shall be deposited at the principal office of the Corporation in the
State of Connecticut and kept as required by law.
ARTICLE XVI LIABILITY AND INDEMNIFICATION
16.1 Liability. Directors and officer of the Corporation shall not be personally liable
for monetary damages as such for any action taken, or any failure to act, unless: (i)
such director or officer has breached his/her fiduciary duty as set forth below,
AND (ii) the breach or failure to perform constitutes self-dealing, willful
misconduct or gross negligence.
16.1.1 Directors and officers of the Corporation shall stand in a fiduciary relationship to the Corporation and shall perform his or her duties as a director or officer, including his or her duties as a part of any committee of the Board upon which he or she may serve in good faith, in a manner he or she reasonable believes to be in the best interest of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, directors and officers shall be entitled to rely in good faith on information, opinion, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(a) One or more officers or employees of the Corporation whom the executive board representative or officer reasonably believes to be reliable and competent in the matters presented;
(b) Counsel, public accountants or other persons as to matters which the executive board representative or officer reasonably believes to be within the professional expert competence of such person;
(c) A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee to executive board representative or officer reasonably believes to merit confidence.
16.1.2 Directors and officers shall not be considered to be acting in good faith if they have actual knowledge concerning any matter which would cause his or her reliance to be unwarranted.
16.1.3 Absent breach of fiduciary duty, or failure to act in good faith or self-
dealing, actions taken as a director or officer or any failure to take any action shall
be presumed to be in best interest of Corporation.
16.2 INDEMNIFICATION - The Corporation shall, to the fullest extent permitted by
CGS Sections 33-1000 to 33-1290, inclusive, of the Connecticut Revised Nonstock Corporation Act, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.
Approved by the Board 1/31/12