| ARTICLE I |
NAME
Name of the Corporation shall be "The New York City Team Handball Club, Inc."
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| ARTICLE II |
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OFFICE AND REGISTERED AGENT
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Section 1. Principal Office . The principal office of the New York City Team Handball Club, Inc. (the Corporation) shall be in the State of New York.
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Section 2. Registered Office and Agent . The Corporation shall have and continuously maintain a registered office in the State of New York, as required by the Sate of New York Nonprofit Corporation Act. The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State.
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| ARTICLE III |
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PURPOSES
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Section 1. Purposes . The purposes for which the Corporation is formed are set forth in the Articles of Incorporation. New York City Team Handball Club, Inc. was established solely for charitable purposes under the IRS 501 (c) (3) to promote, teach, organize, and introduce the Olympic sport of team handball to all people and to develop their character through team handball, emphasizing the ideals of fair-play, cooperation, responsibility and respect. We intend to reach out to all the people who otherwise would not have the opportunity to learn and play team handball and provide them the tools, and knowledge to learn the sport. Introducing the opportunity to fully develop their team handball skills and competitive potential for a lifetime of enjoyment. Instilling the values of hard work, cooperation and leadership excellence.
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| ARTICLE IV |
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MEMBERSHIP
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Section 1. Classes and Qualifications . The Board of Directors shall determine and set forth in separate documents the qualifications, dues, terms, and other conditions of each class member. There shall be the following classes of members:
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a. Individuals: Individual members shall consist of any natural person that is involved in playing handball and/or the sport development in the community, and who meet any additional requirements for individual membership as may be imposed by the Board of Directors from time to time.
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b. Honorary Members: The Board of Directors may designate individuals who do not qualify under the foregoing categories as honorary members, using such criteria as the Board may develop. Honorary members do not have voting rights.
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Section 2. Dues, Fees, Assessments, and Privileges . Each member shall pay annual dues, fees, and assessments as determined from time to time by the Board and shall receive full benefits of the Corporation. Each member shall be assigned a unique member number. Should the member's membership in the Corporation be terminated, the member's number will not be reassigned, but will remain associated with that person in the Corporation's records. The member's number will serve to identify the member for the purposes of voting, claiming benefits, etc.
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Section 3. Voting Rights . Each entitled member shall have one (1) vote. No member shall be entitled to accumulate votes. Only individual members in good standing shall have a right to vote on each matter submitted to a vote of the members.
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Section 4. Removal, Suspension, Expulsion . Any member may be removed from membership if the member (a) has failed to pay its annual dues for thirty (30) days after such dues have become due; (b) the Member has demonstrated a lack of integrity or unethical and/or dishonorable behavior specified in the separate Code of Conduct, as determined by the Board of Directors, or (c) upon the affirmative vote of at least seventy-five (75) percent of members. The process shall be carried out in good faith. Written notice shall be given to the member to be expelled, suspended, or terminated. Said notice shall state the reasons for the action, and shall give the member an opportunity to be heard, orally or in writing, no less than five (5) days before the effective day of the proposed action, so to allow the Board sufficient time to decide whether the action should take place. Written notice of the proposed action shall be by first class or certified mail and sent to the member's last address.
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Section 5. Resignation . Any member may resign by filling a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligations to pay any dues, fees, assessments, or other charges accrued and unpaid.
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Section 6. Reinstatement . On written request signed by a former member and filed with the Secretary, the Board of Directors, by the affirmative vote of a majority of the Board, may reinstate a former member to membership on such terms as the Board may deem appropriate.
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Section 7. Membership Meetings .
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a. There shall be an annual meeting of the members on such day within the period commencing 30 days after the end of each fiscal year and ending 180 days after the end of the Corporation's fiscal year and at such place, within the State of New York, as the Board shall determine provided that the failure to hold an annual meeting shall not work a forfeiture or otherwise affect valid corporate acts. During the annual meeting, voting members shall have the right to vote on matters that the Board may choose to bring before the members. Voting on all other matters is expressly reserved for the Board of Directors.
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b. Special meetings of the members may be called by the Chair of the Board or upon the written request of ten (10) percent of the voting members in good standing. Such request shall describe the purpose or purposes for which the special meeting it is to be held. Notice shall be given in the manner specified in Section 2 of Article IX of these bylaws, and the notice shall state the place, day, time, and the purposes of the special meeting.
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Section 8. Quorum . At all meetings of the members, quorum shall consist of a majority of the total voting members present either in person or by proxy, except as otherwise required by law or by the Articles of Incorporation. A majority of the votes cast at the meeting at which a quorum is present shall constitute the action of the members.
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Section 9. Proxies . At all meetings of members, a member may not vote by proxy.
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| ARTICLE V |
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BOARD OF DIRECTORS
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Section 1. Powers. There shall be a Board of Directors of the Corporation, which shall supervise and control the business, property, and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.
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Section 2. Number and Qualification . Board of Directors of the Corporation shall be composed of seven (7) individuals each of whom shall be elected at an annual meeting of the members. All Directors are required to be members of the Corporation as of time of their election. All Directors must remain as members in good standing of the Corporation for the duration of their term and adhere to the Board of Directors Code of Ethics.
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Section 3. Election and Term of Office. Election of the Directors shall be conducted in accordance with the Election Procedures Policy adopted by the Board of Directors. A quorum for the election of Directors shall be twenty (20) percent of the members as of record date. The election of Directors shall be staggered to elect five (5) directors in one year followed by two (2) Directors in the next succeeding year. Elected Directors on the Board of Directors shall serve for a term of two (2) years but are eligible for re-election for up to five (5) consecutive terms.
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Section 4. Increases or Decreases in the Number of Directors. The Board of Directors, by the vote of majority of entire Board or the members, upon affirmative vote of a majority of the members, may increase the number of Directors to a number not exceeding eleven (11) or may decrease the number of Directors to a number not less than three (3), but the tenure of office of any Director shall not be affected by such decrease made by the Board; provided, however, that no person shall serve as a Director of the Corporation unless elected to that office by the members at an annual or special meeting duly called for that purpose; except that vacancies occurring between such meetings may be filled by the remaining Directors.
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Section 5. Special Appointed Director . At the discretion of the Board of Directors, one (1) individual may be appointed to a voting seat on the Board for a one (1) year term.
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Section 6. Director Vacancies . Subject to the provisions of Section 5 of Article V of the Bylaws and except as otherwise provided in this Section 6, any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, or by the sole remaining Director, as the case may be, or if the vacancy is not so filled, or if no Director remains, by the members. A Director elected to fill a vacancy shall be elected for unexpired term of his predecessor in office.
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Section 7. Regular Meetings . The Board of Directors shall meet at least twice (2) a year including an annual meeting of the Board of Directors of the Corporation which shall be held without notice other than this bylaw immediately after and at the same place as the annual meeting of members.
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Section 8. Special Meetings . Special meetings of the Board of Directors may be called at the direction of the President, or by the Chair, or by any three (3) directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting.
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Section 9. Notice . Notice of the time, day, and place of any regular meeting of the Board of Directors shall be given at least fifteen (15) days previous to the meeting and in the manner set forth in Section 2 of Article VIII. Notice of the time, day, and place of any special meeting of the Board of Directors shall be given at least four (4) days previous to the meeting if the notice is given by first class mail or overnight delivery, and at least two (2) days previous to the meeting if notice is given by fax, electronic mail, or hand delivery. The purpose for which the meeting is called shall be stated in the notice. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at the meeting without objection to notice shall also constitute a waiver of notice.
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Section 10. Quorum . A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that a quorum shall in no case be less than three (3) Directors. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn from time to time until a quorum shall have been obtained. The action of majority of the Directors present at any meeting at which there is a quorum shall be the action of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of the Incorporation, by these Bylaws or by a contract or agreement of which the Corporation is a party. Each director shall have one (1) vote. Voting by proxy shall not be permitted.
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Section 11. Unanimous Written Consent in Lieu of a Meeting . Any action consented to in writing by each and every Director shall be as valid as if adopted by the Board at a duly warned and held meeting of the Board, provided such writing consent is inserted in the minutes of the proceedings of the Directors.
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Section 12. Telephone Meeting . Any one or more Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.
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Section 13. Resignation. Any Director may resign at any time by giving written notice to the Chair of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chair of Corporation.
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Section 14. Removal. Any Director or entire Board of Directors may be removed from such office, with or without cause, by a majority vote of the voting members of the Corporation at any regular or special meeting of the members called expressly for that purpose. In addition, the Board of Directors may declare vacant the office of any Director who fails or ceases to meet any required qualification that was in effect at the beginning of that Director's current term of office.
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Section 15. Conflict of Interest .
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a. In the event that any Director has conflict of interest that might properly limit such Director's fair and impartial participation in Board deliberations or decisions, such Director shall inform the Board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected Director, the Board may nonetheless request from the Director any no confidential information that might inform its decisions. "Conflict of interest," as referred to herein, shall include but shall not be limited to, any transaction by or with the Corporation in which a Director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interests of the Corporation.
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b. No Director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such Director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any Director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any Director has a conflict of interest in any matter. The minutes of the Board meeting shall reflect disclosure of any conflict of interest and recusal of the interested Director.
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c. Should any Director become aware of a potential or actual conflict of interest involving a fellow Director that has not been disclosed, he or she shall ask the fellow Director to disclose the conflict, and if the fellow Director does not do so, shall bring the matter to the attention of the Board of Directors.
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Section 16. Code of Ethics. Board members are committed to conducting themselves in accordance with ethical and professional standards, and therefore shall behave in conformance with the IGDA Code of Ethics adopted by the Board of Directors.
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Section 17. Rules . Meetings of the Board of Directors shall be governed by Robert's Rules of Order, Newly Revised (1990).
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| ARTICLE VI |
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OFFICERS
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Section 1. Officers. The officers of the Corporation shall consist of President (who shall be a Chair of the Board of Directors), two Vice-Presidents, a Secretary and a Treasurer, all of which shall be members of the Board of Directors. The Corporation shall have such other assistant officers as the Board of Directors may deem necessary and such officers shall have the authority prescribed by the Board. One person may hold more than one office, other than the offices of President and Secretary. No officer shall execute, acknowledge or verify and instrument in more than one capacity, if such instrument is required by law or by the Bylaws to be executed, acknowledged or verified by two (2) or more officers.
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Section 2. Election of Officers and Term of Office. The officers of the Corporation shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the members. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient. The term of office for all officers shall be two (2) years and until their respective successors are chosen, qualified, subject, however, to the provisions for removal contained in the Articles of Incorporation and by the Bylaws. The appointment of two Vice-Presidents shall be done six (6) months after the start of each term and they shall hold office for six (6) months until the start of the next term.
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Section 3. President. The President shall be the chief executive officer of the Corporation, and shall be responsible for the administration of the Corporation, including general supervision of the policies of the Corporation, general and active management of the financial affairs of the Corporation, and all other duties incident to the office of President as may be prescribed by the Board of Directors. He or she shall have the authority to execute contracts, agreements or instruments on behalf of the Corporation. The President shall preside at the meetings of the members and as a Director, at meetings of the Board of Directors.
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Section 4. Vice-President . The Vice-President shall support the work of the President and fulfill the duties of the President in the President's absence and shall Chair committees on special subjects as designated by the Board of Directors.
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Section 5. Secretary . The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are dully given in accordance with provisions of these Bylaws, ensure staff members keep corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors including distributing copies of minutes and the agenda to each board member.
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Section 6. Treasurer . The Treasurer shall be responsible for and oversee all financial administration of the Corporation. The Treasurer shall ensure staff members properly receive and give receipts for monies due and payable to the Corporation and deposit all such monies in the name of the Corporation in appropriate banks, and perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board of Directors.
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Section 7. Resignation. Any officer may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
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Section 8. Removal . Any officer can be removed from such office, with or without cause, by a majority vote of the Board of Directors.
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Section 9. Vacancies. The Board of Directors shall fill a vacancy in any office for the unexpired term.
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| ARTICLE VII |
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DIRECTOR AND STAFF
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Section 1. Executive Director. If so deemed appropriate, the Board of Directors may appoint the Executive Director paid by the Corporation to be its general business manager who shall be a member of the Board of Directors. He or she shall attend all board meetings, report on the progress of organization, answer questions of the board members and carry out the duties described in the job description. The Board shall fix terms and conditions of his or her engagement. The Executive Director shall select other administrative staff as necessary.
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| ARTICLE VIII |
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COMMITTEES
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Section 1. Committees of Directors . The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees such as finance, public relation, competition etc., which shall have the authority of the Board of Directors in the governance of the Corporation. However, no committee shall have authority to amend or repeal these Bylaws, elect or remove any officer or director, adopt a plan of merger, or authorize the voluntary dissolution of the Corporation. The Chairpersons shall be elected by the Board of Directors. Committee members shall be selected by the Chairperson of each Committee with the appointment made by the President after consultation with the Chairperson.
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Section 2. Term of Office . Each member of a committee shall serve for two (2) years until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee is sooner dissolved or otherwise defined to have a shorter term.
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Section 3. Executive Committee. Between meetings of the Board of Directors, the affairs of the Corporation may be conducted by the Executive Committee, which shall have the authority of the board (except as noted above in Section 1 of Article VIII). The membership of the Executive Committee shall consist of the President, two Vice-Presidents, a Secretary, and a Treasurer. The Executive Committee shall select the Executive Director who shall be a member of the Board of Directors. All members of the Executive Committee are entitled to a voice but not a vote on all committees of the Corporation, unless they are members of those committees. The Executive Committee shall meet as necessary between meetings of the Board of Directors. A quorum for the transaction of business at a meeting of the Executive Committee shall consist of a majority of the voting members of the Committee. Proxy votes shall not be allowed at any meeting of the Executive Committee. The Executive Committee selects, as applicable, coaches of men's and women's teams. Each respective Head Coach shall select players to represent the Club in each and every official competition from the pool of available and eligible players in accordance with the selection procedures.The Executive Committee shall ratify these selections.
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Section 4. Vacancies . The President may fill vacancies in the membership committees.
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Section 5. Rules . Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.
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| ARTICLE IX |
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MISCELLANEOUS PROVISIONS
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Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.
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Section 2. Notice. Whenever under the provisions of these Bylaws notice is required to be given to a director, officer, or committee, such notice shall be given in writing by first-class mail or overnight delivery service with postage prepaid to such person at his or her address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when deposited in the mail or the delivery service. Notice may also be given by facsimile, electronic mail, or hand delivery, and will be deemed given when received.
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Section 3. Non-Compensation. All members of the Corporation's various boards and committees shall perform routine board and committee work on an honorary non-fee basis, except for reasonable expenses which shall be reimbursed as determined by the Executive Committee or the Board of Directors. No part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer or to the benefit of any private persons.
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Section 4. . Minutes and Resolutions . Copies of minutes, reports, resolutions or decisions of all bodies, committees shall be submitted to the Board of Directors and the Executive Committee for information and reference.
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Section 5. . Books and Records . The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Board of Directors, and committees having exercising any authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any provided purpose at any reasonable time.
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Section 6. . Out-of-State Membership. Players residing outside the State of New York wishing to become members of the Corporation must pay an annual out-of-state membership fee equal to 100% of regular in-state membership fee and shall be subject to all other regulations pertaining to individual members. Such members may not represent any other club in any given year except for year(s) in which the Corporation shall not participate in respective competitive events.
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| ARTICLE X |
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INDEMNIFICATION
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Unless otherwise prohibited by law, the Corporation shall indemnify, to the extend of insurance coverage, any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against ant and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding in which he or she is made a party by reason of being a director, officer, or employee, if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interest of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe their conduct was unlawful.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, employee shall repay such expenses if it should ultimately determined that he or she is not entitled to indemnification under this Article.
The Board of Directors shall also authorize the purchase of insurance on behalf of any director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.
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| ARTICLE XI |
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AMENDMENTS OF BYLAWS
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Except as provided in Section 5 of Article I, Section 6 of Article II, and Article XI of these Bylaws, the Bylaws of the Corporation may be altered, amended, added to or repealed upon the affirmative vote of the majority of the voting members or by a majority vote of the Board of Directors.
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