Central Maryland Shockers
(CMS)
BYLAWS
2013
When accepted by a two-thirds majority of the voting membership, this document will direct the functions and activities of the Central Maryland Shockers Youth Basketball and Academic Program. The board should conduct its business within the guidelines of this document and changes are not to be made just to satisfy a situation.
TABLE OF CONTENTS
1.0 Mission/Purpose of the Central Maryland Shockers............................................. 3
2.0 Membership.............................................................................................................4
3.0 Organization of the Board of Directors....................................................................5
4.0 Duties of Elected Positions.......................................................................................5
5.0 Meetings...................................................................................................................6
6.0 Nominations........................................................................................................... 8
7.0 Elections....................................................................................................................8
8.0 Replacement/Removal of Officers or Directors........................................................9
9.0 Quorum.....................................................................................................................9
10.0 Committees........................................................................................................9
11.0 Amendments....................................................................................................10
12.0 Dissolution Clause............................................................................................10
1.0 Mission/Purpose of the Central Maryland Shockers
1.1 To empower youth to become well-rounded, productive citizens through academics, health, and community service.
1.2 In accordance with Section 501-(c)-3 of the Federal Internal Revenue Code, the Central Maryland Shockers, which will be referred to as “CMS” for the remainder of the document, shall operate exclusively as a non-profit educational organization providing supervised programs of competitive basketball and academic assistance. No part of the net earnings shall inure to the benefit of any private shareholder or individual, no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene in any political campaign for public office.
1.3 CMS will develop future leaders by using basketball as a tool to increase health and fitness, excel in academia, develop life skills and values, and to give opportunity to positively impact the local community. CMS will coach, teach, mentor, and organize youth athletic teams for competitive events, academic programs, fundraising, and community service projects. CMS will encourage mentorship, connect to community programs, and teach youth basketball fundamentals and skill training via organized youth recreational and travel teams.
1.4 Membership will include accessibility to academic tutoring, leadership development initiatives, programs that lead youth toward STEM (science, technology, engineering, and math)-based programs.
1.5 Central Maryland, in reference to CMS, is the geographic area of Maryland comprising of Baltimore City, Baltimore County, Anne Arundel County, Howard County, Northern Prince George County, Southern Carroll County, and Eastern Frederick and Montgomery Counties.
2.0 Membership
2.1 CMS shall be comprised of youth residing in Central Maryland between the ages of 6 to 19, and parents of eligible youth.
2.2 Youth and parents shall be eligible for membership upon proper completion of CMS registration forms and payment of seasonal membership fees.
2.3 Membership in CMS shall be made available without regard to race, color, creed or national origin.
2.4 Membership shall be given to youths and parents who reside within the area of Central Maryland as described in section 1.5.
2.5 The board of directors of CMS shall have the sole authority and discretion to expand or restrict membership, including placing caps on each playing grade, to serve the best interests of CMS and its current members.
2.6 Membership in CMS shall be purely voluntary and membership shall continue subject to the youths and parents compliance with the rules and guidelines set forth by board of directors of CMS.
2.7 A person must have participated in the most recent CMS registration before he/she shall be considered a member.
2.8 Any person elected as a director of CMS shall be considered a member of CMS for the duration of his/her term as director unless he/she resigns from the director position or is removed as a director of CMS by majority vote of the other directors. Any person who violates the rules and guidelines in force at that time shall risk revocation of his/her membership privileges at the sole discretion of the board of directors of CMS.
2.9 In addition, the board of directors of CMS may remove a member or family for conduct that is detrimental to the overall welfare of CMS for any reason upon a 2/3 majority vote of the board of directors present at a meeting.
3.0 Organization of Board of Directors
3.1 Determine CMS’s mission and purposes.
3.2 Responsible for the overall health and effectiveness of the CMS.
3.3 CMS shall be run by no less (3) members who comprise the board of directors. This number can be reduced as a result of board vacancies but at all times there must be an odd number of directors. In order to hold a position on the board of directors, a person must be elected by the CMS board or appointed by the board of directors as a director of CMS.
3.4 The board of directors shall ensure that filled board positions be staggered such that approximately one-half of the director positions become open for election or appointment every 2 years. Once elected or appointed, each director shall serve on the board of directors until his/her successor is elected or appointed in accordance with these by-laws. However, the board of directors of CMS may remove a director from CMS for any reason as discussed further in these bylaws.
4.0 Meetings
4.1 The President and Secretary shall be responsible for scheduling meetings of CMS and meetings involving the board of directors.
4.2 At least one annual meeting shall be scheduled, usually in September, of each year.
4.3 In addition, the President shall make every attempt to schedule quarterly/seasonal meetings of the board of directors.
4.4 The President shall notify all members of CMS of the date, time and location of the annual meeting by posting notification of the same on the CMSC website and/or providing notice of the meeting date and time in a newsletter sent out by CMS to its current members.
4.5 Meeting dates and times of the board of directors shall be posted on the CMS website. The dates and times of the board meetings shall also be identified in any newsletters sent out to CMS current members.
4.6 Meetings of the board of directors shall be open to members of CMS, as defined in Article III, but only members of the board of directors shall have the right to make motions and vote at said meetings. In addition, the President shall reserve the right to call the board of directors to special meetings, closed meetings or closed segments of a general meeting as necessary to discuss matters regarding CMS.
5.0 Elected Positions and Duties
5.1 President (CEO):
5.1.1 The President oversees all Central Maryland Shocker activities.
5.1.2 The President shall call special meetings if necessary, appoints all committee chairs, and with the board of directors, recommends who will serve on committees, assists preparing agenda for board meetings, acts as an alternate spokesperson for the organization, and periodically consults with board members on their roles and helps them assess the overall performance of the organization.
5.1.3 The President, in conjunction with the Treasurer, shall address all budgetary matters for discussion with the board of directors. The President shall also make final determinations with respect to issues which arise involving appointing, removing or disciplining coaches, youth and/or parents who do not adhere to the rules and guidelines set forth by CMS. All appointments and dismissals by the President shall be disclosed and discussed with the board of directors at the first board meeting after any such action.
5.1.4 This is an officer position for legal reporting purposes.
5.2 Vice President:
5.2.1 The Vice President shall be responsible for assisting the President in the execution of the duties of his/her office upon request.
5.2.2 The Vice President shall play a consulting role in the overall operation of CMS and ensure that all members act in accordance with the rules and guidelines set forth by CMS.
5.2.3 This is an officer position for legal reporting purposes.
5.3 Secretary:
5.3.1 The Secretary shall be responsible for handling all correspondence and documentation of CMS and will maintain and distribute minutes for all meetings of the board of directors and voting membership.
5.3.2 The Secretary shall be responsible for scheduling the quarterly meeting date and registration dates of CMS.
5.3.3 The Secretary shall also assist in the development of the newsletters and website produced by CMS.
5.3.4 This is an officer position for legal reporting purposes.
5.4 Treasurer:
5.4.1 The Treasurer shall be responsible for controlling the funds of CMS.
5.4.2 The Treasurer will pay the bills of CMS and will report regularly to the board of directors and at the quarterly meeting regarding the financial status of CMS.
5.4.3 The Treasurer, in conjunction with the President, shall also be responsible for all budgetary matters for discussion with the board of directors. All unbudgeted expenditures in excess of $400.00 shall be subject to prior approval by the board of directors.
5.4.4 The Treasurer shall also ensure that the annual tax returns are timely completed and filed by an appropriate tax professional and that any required corporate filings are timely completed and filed. This is an officer position.
5.4.5 This is an officer position for legal reporting purposes.
6.0 Nominations
6.1 Nomination for the election of a director who satisfies the eligibility requirements of Section 3 shall be made in writing by any member directly to the President or orally to the board of directors by no later than the fall quarterly board meeting.
6.2 Each nominee must receive a second nomination by another CMS member. Any individual failing to receive a second nomination will not be a nominee in the general election. The board of directors shall close nominations and prepare a ballot for the May annual meeting at the conclusion of the April board meeting.
6.3 A formal election shall not be held for those open director positions that are unopposed. In addition, the board of directors shall have the right to appoint a person to an open director position/vacancy for the remainder of that particular term pursuant to Article IX below.
7.0 Elections
7.1 When applicable, the election of a contested director position shall be conducted during at least one of the quarterly meetings. Notice of any contested election shall be deemed sufficient if notice is posted on the CMS website at least one month in advance or notice of the election is distributed to each current member through a written newsletter.
7.2 Votes shall be cast by all eligible CMS voting members present at the meeting, with the candidate receiving a majority vote assuming the elected position. The secret vote shall be supervised by the Secretary or a board designee.
7.3 In the event there is only one nominee for an open board position, the board of directors shall appoint the nominee to the open board position without a formal election, subject to majority approval.
7.4 In the event there are three or more nominees for an open board position, the nominee with the highest vote total shall be elected to the open board position. In the event there is a tie for a contested election, the winner shall be decided by coin flip.
7.5 Prior to any vote for an open board position, a nominee may address the membership. The President may limit the duration of the address. Nominees for the same position must receive equal time.
8.0 Replacement/Removal of Officers or Directors
8.1 If a director is unable, for whatever reason, to serve the entirety of his/her term, a replacement director shall be appointed by a majority of the board of directors to serve out the remainder of the term.
8.2 Any director who desires to resign from his/her position shall provide written notice to the Secretary or President.
8.3 A director shall be subject to removal, at will, by a two-thirds (2/3) majority of the remaining board of directors for any reason. Upon removal, a replacement director shall be appointed by the remaining board of directors to serve out the remainder of the term.
9.0 Quorum
9.1 A quorum consists of a simple majority of the currently filled board of director positions. A quorum of the board of directors must be present to amend or modify the by-laws or appoint any CMS director, except in instances of a director removal where a two-thirds (2/3) majority shall be required to be present.
9.2 No quorum of the board of directors is required in order to conduct general business matters at any meeting of the board of directors. A majority vote of all directors present will be necessary for any decision to be implemented by CMS that does not require a quorum.
9.3 A director may give his/her written proxy to another director for voting at a meeting with respect to general business matters although a proxy can not be used to establish a quorum.
9.4 A quorum of members for purposes of requesting any amendment or modification of the by-laws to be presented for a general member vote shall consist of members holding at least twenty-five (25%) percent of the total voting members of CMS, with voting defined, for purposes of this Article, as one vote per member family.
9.5 One half (1/2) plus one member of the total voting membership will constitute a quorum at the annual membership meeting for the purposes of amending the by-laws for all prior proposed amendment(s) to the by-laws as set forth in Article XII. A simple majority of the membership present will be sufficient at the annual meeting for the purposes of conducting an election.
10.0 Committees
10.1 The board of directors shall have the discretion to form committees and appoint individuals to handle specific functions of CMS, including but not limited to, management and oversight of individual teams, academic programs, handling of volunteers, concessions for special events, tournament operations, and fundraising.
10.2 The specific duties of each committee or individual shall be determined by the appropriate director or by the board of directors, as deemed necessary.
11.0 Amendments
11.1 Proposed changes to the CMS by-laws may be introduced by any member of the board of directors at a board meeting. The proposed change(s) will be voted on at a subsequent meeting.
11.2 Any proposed changes to the by-laws that are subject to the vote of the members of CMS at the annual meeting shall be presented in a written petition directly to the President containing signatures representing at least one-third (1/3) of the CMS membership at no later than the April board meeting to be considered by the membership and placed on the ballot.
11.3 The by-laws will be amended by a majority vote of the of members of CMS at the annual meeting, subject to the quorum requirements of section 9 above.
11.3.1 For purposes of this Article, voting of eligible CMS members shall be defined as, and limited to, one vote per member family.
11.4 If proposed changes to the by-laws are presented after one month prior to the annual meeting, the vote by the members of CMS on those proposed changes shall be carried over to the following annual meeting.
11.5 After a change to the By-laws has been approved it shall be inserted in to the document and noticed by a signature by the President or Secretary as of the date of the change.
12.0 Dissolution Clause
12.1 Upon the dissolution of CMS, CMS shall, after paying or making provisions for the payment of all liabilities of CMS, dispose of all of the assets of CMS exclusively for the purposes of CMS, in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) to the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Regulation), as the board of directors shall determine.
12.2 Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of CMS is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.
