BYLAWS
OF
KADET BENCH
a Colorado Non-Profit Corporation
Article OneName
The name of the organization is “Kadet Bench.”
Article TwoPurpose
Kadet Bench is organized exclusively for charitable and educational purposes in accordance with Section 501(c)(3) of the Internal Revenue Code.
The purpose of Kadet Bench is to promote, uphold and support the Air Academy High School (AAHS) baseball program, players and coaches with a special emphasis on providing the best possible on-field and off-field environment.
Article ThreeMembership
Section 3.01 General
Kadet Bench has voting members. The membership consists of the officers of the organization, the Directors of the organization and the parents and legal guardians of players registered to play baseball through the AAHS athletic registration process and selected for one of the school’s baseball teams whether Varsity, Junior Varsity or C Squad.
Section 3.02 Qualification
Whether parent(s) or legal guardian(s), each player’s representative(s) has one vote on all matters requiring a vote of the membership. Additionally, each director and each officer has one vote on all matters requiring a vote of the membership. If an individual serves as both an officer and a director, that individual may only exercise one vote per matter.
Parent(s) or legal guardian(s) of players who were members of a team at the conclusion of the spring baseball season shall remain members of the organization until the final selection of players for teams the following spring. At that time, if a player is not selected for a team, such player’s parent(s) or legal guardian(s) shall automatically cease to be members of the organization.
Article FourBoard of Directors
Section 4.01 General
The organization is governed by a Board of Directors that manages the organization’s property, business affairs and normal operating budget. The Board of Directors shall act consistently with federal law, state law, the Articles of Incorporation, and these Bylaws. Directors will not be compensated for their services.
Section 4.02 Number and Initial Board of Directors
The organization shall have at least three (3) but not more than nine (9) Directors unless changed by an amendment to these Bylaws by the Board of Directors. The initial Board of Directors shall consist of Krystal Hansen, Kim Daniluk, Brian Gilmartin and Cathy Cregan. Each of the initial Directors shall serve for a period of two years or until their successors are elected.
Section 4.03 Head Coach
The Head Coach shall be a non-voting, advisory member of the Board of Directors. The President may appoint other non-voting, advisory members of the Board of Directors in the President’s discretion.
All aspects of the baseball program and all activities of the organization are subject to approval by the Head Coach who, following consultation with the Board of Directors, shall have the authority to approve or veto any decision, project, or undertaking of the organization.
Section 4.04 Election
The Membership will elect Directors at each annual meeting of the Board of Directors, normally held in October. If no election is held at the annual meeting, the election will be held as soon as conveniently possible after the scheduled meeting date. A person receiving a simple majority of the votes for each office shall be declared elected. Each Director will serve for a period of one year or until his or her successor has been elected or until his or her death, resignation, or removal.
Section 4.05 Vacancy; Increase
If a vacancy is caused by death, resignation, or removal of a Director, the remaining Directors, by majority vote, will elect a successor to hold office for the remaining term of the Director whose place is vacant. The successor will serve as a Director until the next regular election of Directors.
If the number of Directors is increased, the current Directors, by majority vote, will elect the appropriate number of additional Directors to hold office until the next regular election of Directors.
Section 4.06 Resignation; Removal
A Director may resign by giving written notice to the Secretary of the organization. The resignation will be effective when the Secretary receives the notice unless the notice specifies that the resignation will be effective on a later date. If the resignation is effective at a later date, a successor may be elected before that date but he or she will not take office until the resignation becomes effective.
A Director may be removed by a two-thirds vote of the membership. The action will be taken at a regular meeting of the membership or at a special meeting called for that purpose. The proposed removal must be announced in the notice and sent to the membership at least ten days before the meeting.
Article FiveOfficers
The organization shall have an Executive Director, President, Vice President, Secretary, Treasurer and Immediate Past President. Officers are appointed by the Board of Directors.
Section 5.01 Executive Director
The Executive Director is responsible for conducting the day-to-day administration and business of the organization, reports to Board of Directors and has overall strategic and operational responsibility for Kadet Bench staff, programs, expansion, and execution of its mission. He/she will develop deep knowledge of the core programs, operations, and business plans of the organization and may organize and direct committees as needed.
The Executive Director shall serve as a liaison between Kadet Bench, the Head Coach, Air Academy High School and School District 20 and may execute all authorized contracts or other obligations in the name of the Corporation that the Board of Directors has authorized him or her to execute. The Executive Director is an exofficio member of all the standing committees.
Section 5.02 President
The President is the chief executive officer. The President shall call, organize and preside over all meetings of the Board of Directors and the membership and shall have the duties and powers normally associated with the office of the President. In the year following the President’s term of office, he/she may serve as an advisor and voting member of the Board of Directors.
Section 5.03 Vice-President
The Vice-President shall perform all duties requested by the President and shall assume all duties of the President in the absence of the President.
Section 5.04 Secretary
The Secretary is responsible for all correspondence and the recording and filing of the minutes from all Board of Directors meetings and meetings of the membership. The Secretary shall maintain permanent records and historical data of the organization. The Secretary will also serve as the alternate signer for the checking account and will monitor the organization’s bank statements and books on a monthly basis.
Section 5.05 Treasurer
The Treasurer shall maintain the organization’s financial books in accordance with generally accepted accounting practices and these Bylaws. The Treasurer shall work directly with the Head Coach, Executive Director and President when disbursement of funds has been approved by the Board of Directors, the membership or the Head Coach in accordance with the Bylaws. At each Board of Directors meeting and each regular meeting of the membership, the Treasurer shall submit a summary report on the organization’s financial condition. At the end of each term, or any other time designated by the President or Head Coach, the financial books may be audited by a committee of three members appointed by the President or the Executive Director with approval of the Board of Directors.
Section 5.06 Immediate Past President
The Immediate Past President may serve for one term immediately following his/her term as President as an advisor and voting member of the Board of Directors.
Section 5.07 Agents
The Board of Directors may designate agents of the organization as it considers necessary or advisable to receive, deposit, and otherwise handle contributions to the organization.
Section 5.08 Liability and Indemnification
No Director or officer of the organization will be personally liable for the payment the organization’s debts and liabilities except as any Director or officer may be liable by reason of his or her own conduct or acts. Relief from liability for the organization’s debts will not apply in any instance where that relief is inconsistent with any provisions of the Internal Revenue Code applicable to organizations described in Section 501(c)(3).
Subject to the previous paragraph, the organization shall indemnify every Director or officer and his or her heirs, executors, and administrators, against expenses actually and reasonably incurred by him or her–as well as any amount paid upon judgment–in connection with any civil or criminal action, suit, or proceeding to which he or she may be made a party because of his or her role as a Director or officer of the organization.
This indemnification is being given since the Directors will be requested to act by the organization for the organization’s benefit.
This indemnification is exclusive of all other rights to which a Director may be entitled.
Article SixCommittees
Section 6.01 Membership and Chairpersons
The chairs or co-chairs and members of each committee shall be appointed by the Executive Director with the approval of the Board of Directors and the Head Coach.
Section 6.02 Standing Committees
The following standing committees are hereby authorized to be established.
(a) Fundraising Committee
The Fundraising Committee shall be responsible for initiating and coordinating all fund-raising activities of the organization.
(b) Printed Program Committee
The Printed Program Committee shall be responsible for coordinating the season’s printed program, to include coordinating fundraising advertisements and the content, layout, formatting, printing, and distribution of the program.
(c) Snack Shack Committee
The Snack Shack Committee shall be responsible for effective management of the snack shack to include stocking items, sales, and the maintenance and upkeep of the facility.
(d) Communication / Website Committee
The Communication / Website committee shall work closely with the Executive Director and the Head Coach to ensure sufficient and effective communication to keep players, coaches, officers, directors and the membership informed of the activities of the baseball program including school bulletins, e-mails, website updates/maintenance, and other publicity.
(e) Field and Equipment Committee
The Field and Equipment Committee shall be responsible for working closely with the Executive Director, the Head Coach and those involved with the maintenance and upkeep of the playing field and immediately adjacent baseball facility and the repair and maintenance of the program’s equipment.
(f) Summer Baseball Committee
The Summer Baseball Committee and the Executive Director will work closely with the Head Coach and Assistant Coaches in supporting communications, continued fundraising and any other organizational details as deemed necessary to support the summer baseball program.
At the end of each season all Committee Chairpersons shall submit a written report to the Board of Directors outlining the major points of the committee’s activities during the year.
Section 6.03 Ad Hoc Committees
The Executive Director, in consultation with the Head Coach and the Board of Directors, shall have the authority to appoint ad hoc committees and support groups as necessary.
Article SevenProjects and Finances
Section 7.01 Approval of Projects
The membership shall have seven (7) days or more allotted by the President to discuss all major projects before a final vote of the membership at a regular or special meeting.
Any major project or undertaking must be approved by a majority vote of the membership at a regular meeting or a special meeting called by the President and the Head Coach. Special meetings may only be scheduled after seven (7) days advance notice of a dated agenda that has been provided to the membership. Majority approval of a project by those members present or responding shall be binding upon the entire membership. The President will break all ties that may occur in the voting process.
Section 7.02 Budget and Expenditures
At the first regular meeting of the membership each fall, usually in October, the Board of Directors shall present to the membership for its approval a budget, including planned expenditures for the upcoming year. Approval shall require a majority vote of the members present at the meeting. At the annual election of Directors, an accounting of the past year’s expenditures shall be presented by the Treasurer.
(a) Unexpected Expenditures
Expenditures not presented in the budget at the first regular meeting of the membership in the fall are deemed “unexpected expenditures” and are subject to the following requirements:
(1) Level One
The Head Coach has the authority to spend up to two hundred fifty dollars ($250);
(2) Level Two
The Head Coach, with prior approval of the Board of Directors, has the authority to spend between two hundred fifty dollars ($250) and five hundred dollars ($500);
(3) Level Three
The Board of Directors may approve expenditures between five hundred dollars ($500) and one thousand dollars ($1,000).
Level One, Two and Three expenditures may occur only once between meetings of the Board of Directors and shall include notification to the Treasurer.
(4) Level Four
Expenditures greater than one thousand dollars ($1,000) shall require majority approval of the membership present at a regular or special meeting.
All unexpected expenditures shall be included with the Treasurer’s report at the next general meeting.
(5) Level Five
Fund requests and deposits for special projects of $10,000.00 or more, or those outside of the ongoing operations of the organization may be managed by third parties (such as Air Academy High School) upon mutual agreement of the Board of Directors and the authorized officer of the third party organization (e.g., Principal of Air Academy High School or designee). A written agreement shall document the terms and conditions of any such arrangement. The written agreement shall identify oversight responsibility for account management as well as distribution of funds should the agreed upon project not be completed.
Section 7.03 Reimbursement for Expenditures
All expenditures incurred on behalf of the organization are subject to the terms and conditions outlined in this Article. Requests for reimbursement for authorized expenditures shall be accompanied by original receipts and shall be submitted to the Treasurer as soon as possible. Reimbursement requests must be submitted within one year of the expense to be considered for reimbursement. The Treasurer will provide reimbursement within thirty (30) days receipt of valid documentation.