TALLAHASSEE ULTIMATE INC.
ARTICLE I - OFFICES
The principal office of the Corporation shall be at such places within or without the state of Florida as the board may from time to time determine or the business of the Corporation may require.
ARTICLE II - PURPOSES
The sole purposes for which this Corporation has been organized are as follows:
(a) To support and facilitate the growth of youth Ultimate in Tallahassee, FL.
(b) To enter into all forms of insurance contracts and rental agreements necessary or appropriate for the purpose of facilitating, managing, hosting, and directing League Events, Tournaments, Skills Clinics, and other events as identified and approved by the board which further the mission of the corporation.
(c) To enter into all forms of service contracts with Leon County, Florida, Tallahassee, Florida, the State of Florida, Florida State University, Tallahassee Community College, and Florida Agricultural and Mechanical University in connection with events approved by the board.
(d) To establish checking or savings accounts at nationally recognized FDIC insured banking institutions.
(e) To enter into all forms of service contracts with service providers required for hosting and maintaining social media accounts, email accounts, or internet websites for official business and communication.
(f) To perform all other lawful acts and do any and other things authorized by law
ARTICLE III - DIRECTORS
1. MANAGEMENT OF THE CORPORATION.
The Corporation shall be managed by the Board of Directors which shall consist of five directors and such other professional management personnel as the Board of Directors shall deem necessary and appoint.
Resignation from the Board of Directors of the Corporation shall be permitted, such individual shall cease to be a member of the Board of Directors effective immediately or effect as of a date specified by the resigning officer. Such date shall not exceed the term in which the officer was duly elected or appointed for.
Should any elected Board position(s) become vacant, the remaining Board members may appoint interim Board members to serve in the capacity of the office. No interim Board member may serve for a duration of longer than six (6) months. The Board will act in full faith to hold elections or solicit public interest in the vacant position. If the Board does not receive a response to the solicitation of interest for the Board position, the interim Board member may serve the remainder of the term in which the interim succeeded. If the Board does receive response(s) to the solicitation of interest for the vacant Board position, then an election must be held prior to the end of the six (6) month interim term. If no election is held, but would have been otherwise required to be held, then the interim board member is removed from the Board and no such successor interim may be appointed until an election is held, subsequent to a solicitation of interest. All solicitations of interest will have an open and publicly announced duration to be no less than ten (10) days.
4. QUORUM OF DIRECTORS.
Unless otherwise provided in the articles of incorporation, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business. If necessary, the President of the Corporation will be the deciding vote. A quorum is defined as a majority of the then currently serving members of the Board of Directors.
5. ACTION OF THE BOARD.
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. Each Director present shall have one vote.
6. PLACE AND TIME OF BOARD MEETING.
The board may hold its meetings at the office of the Corporation or at such other places, either within or without the state, as it may from time to time determine.
7. NOTICE OF MEETING OF THE BOARD, ADJOURNMENT.
Regular meetings of the Board of Directors may be held with reasonable notice at such time and place as it shall from time to time determine. Special meetings of the Board of Directors shall be held upon notice of the directors and may be called by the president upon two days' notice to each Director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him or her.
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all Directors who were present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors.
8. TELEPHONE CONFERENCE MEETINGS.
Any or all Directors may participate in a meeting of the Board of Directors by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other.
ARTICLE IV - OFFICERS
1. OFFICES, ELECTION, TERM.
Unless otherwise provided for in the certificate of incorporation, the Board of Directors may elect or appoint an Assistant, a Social Media Manager, Captain Liaison, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. Each officer shall hold office for the term for which he is elected or appointed and until his or her successor has been elected or appointed and qualified. No such term will have a duration longer than two calendar years or 731 days, whichever occurs first.
2. REMOVAL AND RESIGNATION.
Any officer elected or appointed by the Board of Directors may be removed from such office (but not from the Board) by the Board of Directors with or without cause. In the event of the death, resignation or removal of an officer, the Board of Directors in its discretion may elect or appoint a successor to fill the unexpired term.
3. PRESIDENT/CHAIR & VICE CHAIR.
The Chair shall serve as President and preside at all meetings of the members and of the Board of Directors. He or she shall direct and supervise the administrative offices of the Corporation, and shall control, direct, and supervise the operation of the Corporation; he or she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Vice Chair shall serve to support the President in all of his or her duties at the request of the Chair.
The treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit said funds in the name of the Corporation in such bank or trust company as the directors may elect; and he or she shall make available books and accounts to any director or member of the Corporation upon application at the office of the Corporation during ordinary business hours.
The secretary shall keep the minutes of the board of directors. He or she shall have the custody of the seal of the Corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors. He or she shall attend to the giving and serving of all notices of the Corporation and shall have charge of such books and papers as the Board of Directors may direct; he or she shall attend to such correspondence as may be assigned to him or her, and perform all the duties incidental to his or her office. He or she shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the Board of Directors, showing their business addresses.
6. YOUTH COORDINATOR.
The Youth Coordinator shall organize, manage, and direct any and all youth ultimate related events, including, but not limited to high school scrimmages, The Nimis Hatter, and youth events that the board may elect to send a youth team to participate in. He or she shall maintain a list of interested youth players who are either interested in participating in Corporation events or in events approved by the board. He or she shall keep the list of interested youth players in a manner similar to, and compatible with, the membership roll that the Secretary maintains of the Board of Directors.
The Board of Directors shall be permitted to delegate to any of their number or any officer of the Corporation the power and authority to act in the stead of the Board of Directors for any particular purpose; provided, that, the authorization of the Board of Directors to such member or officer to take such action shall contain such guidelines and parameters to govern the action of such member or officer as the Board of Directors shall deem appropriate.
ARTICLE V - SEAL
The seal of the Corporation shall be as follows:
**Insert Corporation Seal**
ARTICLE VI - CONSTRUCTION
If there be any conflict between the provisions of the articles of incorporation and these by-laws, the provisions of the articles of incorporation shall govern.
ARTICLE VII - AMENDMENTS
The by-laws may be adopted, amended or repealed by the Board of Directors.
ARTICLE VIII - NONSTOCK BASIS
The Corporation is organized upon a nonstock, nonmembership basis. No shares of this stock shall be issued, no dividends shall be paid, and no part of the income of the Corporation, if any, shall be distributed to its directors or officers. No payment, benefit, distribution or compensation of any kind shall be paid to the Corporation’s directors, officers or members, with the sole exception being the waiver of fees required for participation in events hosted or coordinated by the corporation.
ARTICLE IX - FISCAL YEAR
The Fiscal Year of the Corporation shall begin on the first day of January of each calendar year and end on the 31st day of December of the same calendar year.
ARTICLE X- INDEMNIFICATION
All Directors are hereby indemnified by the Corporation for expenses and costs, including attorney’s fees, actually and necessarily incurred in connection with any claim asserted against that director, by action in court or otherwise, by reason of his or her being or having been such director, except in relation to matters as to which he or she shall have been guilty of gross negligence or gross misconduct in respect of the matter in which indemnity is sought.