SCARSDALE YOUTH BASKETBALL, INC.
ARTICLE I – NAME
The name of the corporation shall be the SCARSDALE YOUTH BASKETBALL, INC. (hereinafter the “corporation” or “SYB”).
ARTICLE II – OBJECTIVE
The objective of the corporation shall be to foster, promote, and advance the sport of basketball to the youth of the Scarsdale community; to establish travel teams and select coaches; to sponsor, make available and participate in basketball clinics, leagues and related activities; and to teach the fundamentals of sportsmanship, team play, the positive values of competition and the ideals of honesty, loyalty, courage and respect for authority. SYB has not been formed for pecuniary profit or financial gain, and no part of the assets, income or profits of SYB is distributable to, or shall incur to the benefit of, its members, trustees, directors or officers, except to the extent permitted under the Not-For-Profit Corporation Law.
ARTICLE III – BOARD OF DIRECTORS
- Authority. The management of the property and affairs of SYB shall be vested in the Board of Directors (hereinafter “Board” or “Directors”).
- Number of Directors and Term of Office. The Board shall be composed of a minimum of nine (9) and a maximum of fifteen (15) Directors. The number of Directors constituting the Board shall be fixed annually by a vote of the majority of the entire Board. Each Director shall have a term of three (3) years with terms expiring such that approximately one-third of the Directors are replaced each year. A Director may, upon nomination from the President, Vice President or Secretary, and affirmative vote of at least three-fourths (3/4) of the current Directors, succeed him/herself for as many additional consecutive three (3) year terms as he/she is willing to serve.
- Vacancies. If any vacancy occurs in the Board, by death, resignation or otherwise, it may be filled by a majority vote of the remaining Directors at any Board meeting, and such replacement Director shall serve until the next Annual Meeting (as hereinafter defined), at which a replacement Director shall be elected to complete the unexpired term of the vacating Director.
- Board Meetings, Notice, Quorum and Voting. Regular meetings of the Board shall be held immediately following the Annual Meeting and on such days thereafter as shall be determined by the Board. The Secretary shall notify all Directors of the date, time and place of each Board meeting.
A majority of the existing Directors shall constitute a quorum for the transaction of business, except as otherwise provided by these By-Laws. If a quorum is not present, no business shall be conducted.
Once a quorum has assembled, business may be conducted and decided by a majority vote of the Directors present, except as otherwise provided by these By-Laws.
Only Directors may make motions and vote at meetings of the Board. However, the Board may invite, admit and recognize guests for presentations or comments during Board meetings.
Directors or members of any committee may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence at a meeting.
- Duties and Powers. The Board shall have the power to appoint such standing committees as it shall determine appropriate and delegate such powers to them as the Board shall deem advisable and which it may properly delegate. The Board may adopt such rules and regulations for the conduct of its meetings and the management of SYB as it may deem proper, provided such rules and regulations do not conflict with the Certificate of Incorporation or these By-Laws.
- Resignation. Any Director may resign and/or withdraw from the Board upon written notice of his/her desire to do so delivered to the President or Secretary.
- Expulsion. A Director shall be removed from the Board by the affirmative vote of at least two-thirds (2/3) of the entire Board.
- Limited Liability. No Director shall be liable in any manner for any debts or obligations of SYB and shall not be subject to any manner of assessment by virtue of his/her position as a Director.
ARTICLE IV – DUTIES AND POWERS OF THE BOARD
- Appointments. The Board may appoint such officers or agents as it may deem necessary or desirable and may prescribe the powers and duties of each. Officers with the roles in this Article VII, Section 2 shall be appointed by the Directors at the first Board meeting following the Annual Meeting, or as soon as practicable thereafter. In the event any officer cannot fulfill his/her term, the Board shall appoint one of its members to fill the remainder of the term. An officer can be removed from office by the affirmative vote of at least two-thirds (2/3) of the entire Board at any Board meeting.
- Officers. The Officers of SYB and their duties and responsibilities shall be as follows:
- President. The President shall preside at all meetings of SYB.
The President shall perform such duties as are commonly performed by the chief executive of a voluntary organization, or as may be assigned to him or her by the Board. The President shall be responsible for the general management of the affairs of SYB with the concurrence of the Board, and shall see that all orders and resolutions of the Board are carried out.
The President shall have the power to authorize funds to be disbursed for the purchase of uniforms, athletic equipment, insurance, gym time, coach salaries, for other normal or recurring expenses and for emergency purposes, at his or her discretion, subject to policies established in advance of such actions by the Board. Disbursements for other purposes (e.g., clinics or social events) must be approved by the Board.
- Vice-President(s). There may be up to two Vice Presidents, with such designations as the Board may approve. The Vice President, or if there shall be more than one, the Vice Presidents, shall perform all the duties of the President during the latter's absence or disability. The Vice President designated to act in the absence of the President may succeed to the office of President following the expiration of the current President’s term, and in the event of withdrawal or resignation of the President for any reason. Each Vice President shall also perform such other duties as may be assigned to him or her by the President or the Board.
- Secretary. The Secretary shall record the minutes of all meetings of the Board, attend to all correspondence and keep the corporate records of SYB and the Board. The Secretary shall also perform the usual duties of such office and be subject to the directions of the President and the Board.
- Registrar. The Registrar shall organize the registration of members and players, maintain up-to-date membership lists and rosters of players for all SYB teams, and coordinate and supervise the registration of players and teams with leagues. The Registrar shall provide to the Treasurer all funds received in connection with the registration process, and work with the Treasurer and other Directors to develop and maintain accurate rosters and membership information. The Board may also authorize the President or a committee to hire a person to serve as a Registrar or Assistant Registrar in which event such person will not be an Officer.
- Treasurer. The Treasurer shall receive all membership dues and shall have the care and custody of all the funds of SYB. The funds of SYB shall be disbursed by the Treasurer after approval of the President. The Treasurer will provide full access to financial accounts and a report of all financial transactions to the President upon request. The Treasurer shall present a statement of account to the Board at every Board meeting, or quarterly, whichever is more frequent. The Treasurer shall render special reports whenever requested to do so by the President or the Board. The Treasurer shall deposit all funds in the name of SYB in such bank or banks as may be designated by the Board. Accurate and complete records of all financial transactions shall be kept by the Treasurer in accordance with good bookkeeping practices and State and Federal regulations.
- Committees. The Board may create and appoint (or authorize by resolution, the President, to create and appoint) members of SYB to permanent and temporary committees to assist in the purposes and objectives of SYB. Any such appointments by the President are subject to approval and review by the Board. The committees shall perform such functions and make such reports as the President or Board shall determine. Such committees may consist of one or more persons.
ARTICLE V – MEMBERSHIP
- All children residing in the Village of Scarsdale, or who attend public schools in the Village of Scarsdale, are eligible to tryout out for an SYB travel basketball team, subject to the rules of the league or leagues in which SYB will register teams for the upcoming season. Upon the prior approval of a majority of the Board, other children shall be eligible to play on an SYB team pursuant to any policy adopted by the Board.
- All players on SYB teams who have duly registered and who have paid in full all dues, fees and other assessments shall be a Player Member. One parent of a Player Member shall be made a Regular Member. Only Regular Members in good standing are eligible to vote. Membership shall not be limited to families of SYB players. The Board may designate anyone to be a member of SYB.
- SYB teams shall mean travel basketball teams registered by SYB and other teams in programs designated by the Board, the players on which pay dues to SYB.
- Dues shall be fixed at such amounts as the Board shall determine for a particular fiscal year. All players on a team shall pay equal amounts in respect of SYB dues. Notwithstanding the foregoing, in the case of hardship or special need, the President and/or Treasurer has discretion to grant a limited number of scholarships to reduce the applicable SYB dues.
- The term of membership for all members including Player Members and Regular Members runs from October 1 of a given year through September 30 of the subsequent year.
ARTICLE VI – GENERAL MEMBERSHIP MEETINGS
- Definition. A General Membership Meeting is any meeting of the SYB membership. A minimum of one General Membership Meeting shall be held per fiscal year.
- Notice of Meeting. Each General Membership Meeting shall be held on reasonable public notice at least seven (7) days in advance of the meeting setting forth the place, time and purpose of the meeting.
- Quorum. At any General Membership Meeting, the presence in person or representation by absentee ballot of 5 (five) members shall constitute a quorum. If a quorum is not present, no business shall be conducted.
- Voting. Each Regular Member in good standing shall be entitled to cast one vote on all matters on which members shall be entitled to vote.
- Absentee Ballot. For the expressed purpose of accommodating a Regular Member in good standing who cannot be in attendance at any General Membership Meeting at which new Board members will be elected, an absentee ballot may be requested and obtained from the Secretary. The absentee ballot shall be properly completed, signed and returned in a sealed envelope to the Secretary prior to the date of the election. The Secretary shall present all absentee ballots to the Board of Directors on the date of the General Membership Meeting prior to the voting portion of the election process.
- Annual Meeting. To the extent practicable, the annual General Membership Meeting (“Annual Meeting”) shall be held before September 30 each year for the purpose of electing the Board, receiving reports, reviewing the By-Laws, and for the transaction of such business as may properly come before the meeting. The President shall set the agenda for the Annual Meeting.
- Election of Directors. Prior to the Annual Meeting at which any Board position is to be filled, the President, after consultation with the Directors, shall determine the persons who will be nominated to become Directors of the SYB Board.
At the Annual Meeting, the Regular Members shall elect the number of Directors to the Board as may be needed to fill vacancies due to expiration of term or otherwise. The Regular Members shall choose Directors from a slate presented by the President. Other candidates may be placed in nomination by written request made to the President and Secretary, provided that such nomination be endorsed in writing by at least ten percent (10%) of the Regular Members, individually and not as representatives or proxies, and delivered to the President and Secretary at least five (5) days prior to the Annual Meeting. There will be no write-ins and no nominations from the floor of the Annual Meeting.
- Election of Officers. After all members if the Board of Directors are elected, the Board shall meet to elect the officers. The officers of SYB shall include, at a minimum, the President, Secretary, and Treasurer. After the election, the Board shall assume the performance of its duties as soon as reasonably practicable.
ARTICLE VII – TEAM ADMINISTRATION
The Board shall be authorized to adopt guidelines or rules governing teams, competitions, tournaments and special events. Without limiting the foregoing, the Board shall have the power to designate age limits in competition and to establish qualifications for and to adopt guidelines or rules with respect to the selection of players, teams, Coaches and Assistant Coaches. All Coaches and Assistant Coaches serve at the pleasure of, and can be removed at any time by, the Board. The Board shall have the power to establish rules pertaining to assessments and governing the finances of SYB teams, including but not limited to the identification of permissible uses and applications of assessments.
The SYB shall have the power to sponsor or participate in one or more leagues, to set up rules related thereto, and to enforce the rules and regulations of such leagues and the associations with which such leagues are affiliated.
The name, SCARSDALE YOUTH BASKETBALL, or any abbreviation or derivation, shall not be used by any person, group or organization without the express written consent of the SYB.
All teams designated officially by the Board shall have equal rights to practice times, equipment, uniforms, teaching sessions and any other considerations in the performance of a team, subject to such reasonable rules as the Board may from time to time establish.
ARTICLE VII – Discipline; Expulsion
The Board shall have the power to deal with violations of the rules and regulations of SYB or any league, tournament or provider of fields or other facilities in which a SYB team participates, or any regional, state or national body or association directly or indirectly governing any of the foregoing or to which any thereof are affiliated or with misconduct by, and to discipline, any of its Coaches, players, teams or members, including expulsion, imposition of reasonable fines and suspensions and, if deemed appropriate, reinstatement.
All players/parents that falsify birth certifications or their residency will be dropped from SYB immediately.
ARTICLE IX – Fiscal Year
The fiscal year of SYB shall be July 1 -June 30.
Article X – Indemnification
The corporation shall, to the fullest extent permitted under the laws of the State of New York, as the same may from time to time be amended: (i) indemnify the Officers and Directors, and the chairperson and members of each committee, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily required by such Officer, Director, or committee chairperson or member as a result of any action or proceeding, or any appeal therein, to the extent such amounts may be indemnified under said laws; and (ii) pay to any Officer, Director, committee chairperson or member in advance of the final disposition of any civil or criminal action or proceeding, the expenses incurred by such Officer, Director, committee chairperson or member in defending such action or proceeding. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which the Officer, Director, committee chairperson or member seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested Director, or otherwise, and shall continue as to a person who has ceased to be an Officer, Director, committee chairperson or member and shall inure to the benefit of the heirs and personal representatives of the Officer, Director, committee chairperson or member seeking indemnification. The provisions of these By-Laws shall not be interpreted to restrict the Board from indemnifying or advancing expenses to any Officer, Director, or committee chairperson or member seeking indemnification. The provisions of these By-Laws shall not be interpreted to restrict the Board from indemnifying or advancing expenses to any Officer, Director, or committee chairperson or member or other person if the Board shall determine such indemnification or advancement of expenses to be appropriate in the specific instance.
Article XI – Amendments
These By-Laws may be amended or revised by the Board or by the Regular Members at any regular or special meeting; provided that any amendment adopted by the Board can be rescinded or further amended by the Regular Members. Amendments adopted by the Board must be approved by at least two-thirds (2/3) of the Directors; and amendments adopted by the members must be approved, at a meeting at which at least ten percent (10%) of the members are present, by the affirmative vote of at least two-thirds (2/3) of the members present, provided notice, including a copy or summary of the proposed amendment, was given fourteen (14) days prior to such meeting.