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Rhode Island Rams Athletic Association
BYLAWS
Amended September 14, 2005
ARTICLE I
The name of the organization shall be the Rhode Island Rams Athletic Association (the "Association"). The Association is the athletic booster organization, which is a satellite committee of the University of Rhode Island Alumni Association.
ARTICLE II
The official address and principal place of business of the Association shall be University of Rhode Island, Office of Athletic Development, 73 Upper College Road, Kingston, Rhode Island 02881.
ARTICLE III
The Association was created to promote the athletic programs at the University with alumni and friends and to serve as a communication link between supporters of athletic programs and the University. In addition, the Association shall provide financial support through fund-raising in accordance with NCAA policies, University guidelines, Alumni Association Bylaws, federal and state laws, and all applicable league and conference policies.
ARTICLE IV
Member is defined as an alumna or alumnus, friend, corporation, or other business or organization who contributes annually to the Association. A minimum annual contribution will be required to be a member in good standing of the Association and to receive annual benefits.
ARTICLE V
I. The Board of Directors is comprised of the following members:
2. The Immediate Past President of the Association who shall be deemed to be a Board member entitled to voting rights.
3. Two student athletes of the University who will be full voting members and shall be eligible to serve up to two (2), one-year terms on the Board. Each term shall commence on July 1st following the election and shall continue through June 30th of the next year, or until the member is re-elected to another term or until a successor is elected or appointed as provided in the Bylaws. Nominations for student membership shall be made by the SAAC in consultation with the Athletic Department.
4. Elected Board members may serve a maximum of two (2) consecutive, three-year terms. Each term shall commence on July 1st following the election and shall continue through June 30th of the third year of the term, or until a successor is elected or appointed as provided in the Bylaws.
5. The Athletic Director, Alumni Director, Deputy Athletic Director, Athletic Development Director, and the Associate Athletic Director for Finance shall be non-voting members of the Board.
6. Voting. Each Board member with voting rights shall be entitled to one vote on any matter before the Association. Voting by proxy shall not be permitted; provided, however, a Board member shall be allowed to participate via the telephone and shall be allowed to vote on a specific topic to come before the Association by letter. Except where otherwise provided herein or in the Bylaws, a proposition shall be deemed approved when approved by a majority of the Board of Directors present and voting at a meeting duly called, a quorum being present.
7. Vacancies. All Vacancies on the Board of Directors may be filled by an appointment by the Executive Committee for the remainder of the three-year term.
8. Any member missing three (3) meetings of the Board in a given fiscal year without providing prior written notice to the Office of Athletic Development shall be removed from office.
9. Meetings. The Board of Directors shall conduct a minimum of two meetings annually. A June meeting shall be designated as the annual meeting.
Agenda of the annual meeting shall include, but not be limited to, the following:
The Board of Directors will hold additional meetings for the purpose of:
10. Quorum. A quorum shall exist when seven (7) voting members of the Board are represented.
II. Nominating Committee
1. Composition. The Nominating Committee shall consist of the Athletic Director or his/her designee and three Board members. Two active Board members shall be elected by the Board of Directors. The third member shall be appointed by the President of the Association. The President of the Association shall also appoint the Chairperson of the Nominating Committee. 2. Terms. Each member of the Nominating Committee shall serve a one-year term. 3. Nominations. Each year, except every two (2) years for the President, the Nominating Committee, by vote of a majority of its members, shall nominate a slate of candidates for the Executive Board as follows: one (1) President, one (1) Vice President, one (1) Secretary, one (1) Treasurer, and the required number of Board members and Student Athletes to fill any expired terms and/or vacant positions on the Board of Directors. 4. The Nominating Committee, by vote of a majority of its members, shall nominate Board Members to fill the 3-year terms. 5. Prior to April 1st of each year, the Nominating Committee shall solicit and receive from Board Members, Association members, and University staff a list of individuals to fill vacancies on the Board of Directors. 6. The Nominating Committee shall present a slate of candidates to the Recording-Secretary of the Association by May 1st of each year.
III. Elections
1. An election of the new members of the Board as presented by the Nominating Committee shall take place at the scheduled annual June meeting. 2. In addition to the Nominating Committee's recommendations, other nominations by the Board are acceptable at the annual meeting. 3. An election of two (2) Nominating Committee members and the appointment of a third Nominating Committee member and chairperson thereof by the President of the Association for the upcoming fiscal year. 4. Elections shall be by majority vote of those Directors of the Association attending the annual June meeting.
ARTICLE VI
I. The duties of the Board of Directors shall be as follows:
2. Work with the Athletic Staff to recruit new members to the RIRAA, and assist in cultivating and stewarding current members.
3. Establish a series of Standing-Committees as necessary, in accordance with Article VIII hereof.
4. Review an annual report of all fundraising activities, including, but not limited to, an annual Accounting of all funds received and all disbursements made during the previous fiscal year.
5. Review the Association and Booster Clubs' annual budgets and a statement of the
Association's funds and financial objectives with the Athletic Director and/or the
Associate Athletic Director for Finance.
6. Accept applications for booster clubs and present said applications to the URI Alumni Association Executive Board for consideration in accordance with Article XIII of the URI Alumni Association Bylaws.
7. Conduct a minimum of two (2) meetings, annually in accordance with the Bylaws.
8. Approve the Association's annual contribution of no less than $2,000 to the Association's endowed scholarship.
9. Appoint a Board member to serve on the URI Athletic Hall of Fame Selection Committee in accordance with Article VII hereof.
10. Maintain confidentiality with respect to all information and documentation classified and/or identified as confidential.
ARTICLE VII
I. Composition. The Executive Committee shall consist of a President, the Immediate Past President, Vice President, Treasurer and Secretary. They will serve as the officers of the Association. This Committee is empowered to carry out the policies of the Board of Directors on a month-to-month basis.
1. President. The President shall be the principal presiding officer of the Association. The President shall preside at all meetings of the Board of Directors and the Executive Committee. Except as otherwise specified, the President shall appoint the chairpersons of each Association Committee, including, but not limited to, the Board of Directors' representative to the Hall of Fame Committee. The President shall also develop the agendas for all Board of Directors' meetings. He or she shall also perform all duties as may be prescribed by the Board of Directors from time to time.
2. Vice President. The Vice President shall perform such duties as may be assigned to him or her by the Association or the President. In the absence of the President or when, for any reason, the President is unable or refuses to perform his or her duties, the Vice President shall perform those duties with the full powers of, and subject to the restrictions on, the President.
3. Secretary. The Secretary shall assure that of minutes of all meetings of
the Board are filed with the records of the Association. He or she shall give or cause to be given appropriate notices in accordance with the Bylaws or as required by law, and shall act as custodian of all corporate records and reports and documents executed on behalf of the Association. He or she shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or the Board.
4. Treasurer. The Treasurer shall keep or cause to be kept correct and accurate
accounts of the properties and financial transactions of the Association and in general perform all duties incident to the office and such other duties as may be assigned to him or her from time to time by the President or the Association.
II. Elections. The Officers of the Association shall be elected from the Board of Directors at the annual meeting and shall serve a one-year term, except for the President of the Association who shall serve a two (2) year term. Provided, however, the Officers may be elected to multiple terms. Said terms shall commence on July 1st following their election and shall continue through June 30th of the next year or until a successor is elected or appointed as provided in the Bylaws. The President's term shall commence on July 1st following his/her election and shall continue through June 30th of the second year or until a successor is elected or appointed as provided in the Bylaws. III. Meetings. The Executive Committee shall meet on a quarterly basis or at the direction of the President of the Association.
ARTICLE VIII
I. Establishment. Standing Committees are hereby established to implement the purposes of the Association as set forth in Article III hereof, including, but not limited to, an Auction Committee and Special Events Committee. The Standing Committees shall be appointed by the President of the Association with the approval of the Board of Directors. II. Election and term. Members of the Standing Committees and any other Ad Hoc Committees, established in accordance with the Bylaws, shall be appointed by the Committee Chairperson with the approval of the Board of Directors for a term of one (1) year. Committees may include Members other than Members of the Board of Directors consistent with the terms herein. III. Powers and Duties. Each committee shall keep minutes of its proceedings. It shall submit the minutes in a report to the Board of Directors of work completed. No committee has the actual or apparent authority to bind or incur any obligation on the Association. Subject to the approval of the Executive Committee, each committee shall have the power to adopt policies and procedures as may be necessary for the conduct of work entrusted to it and consistent with the Bylaws of the Association. IV. Committee Chairpersons. The President or his/her designee shall appoint a Chairperson for each Committee. The Chairperson is responsible for establishing dates and contacting committee members regarding meeting time and date. V. Ad Hoc Committees. The President of the Association may establish any Ad Hoc Committee(s) which, in the President's opinion, is necessary and/or in the best interest of the Association.
ARTICLE IX
The fiscal year and membership year shall coincide with that of the Alumni Association, which is July 1st through June 30th.
ARTICLE X
I. Individual Booster Clubs. Sport specific Booster clubs shall submit their Bylaws, which shall include a detailed statement of purpose, to the Association Board of Directors. After review and approval by the Board of Directors, they will be submitted to the URI Alumni Association Executive Board for approval and confirmation.
II. The Athletic Director, Assistant Athletic Director of Development and Marketing/Executive Director of the Association and Assistant Athletic Director of Finance and Support Operations/Associate Director of the Association shall serve as ex-officio, non-voting members on all booster clubs.
III. Meetings. Booster clubs will determine their own meeting schedule.
IV. Booster Club Fundraising:
1. Funds that are sent as a restricted gift shall be credited to each club's account.
2. All funds must be raised, deposited, and accounted for in strict compliance with University regulations, URI Alumni Association Bylaws, NCAA regulations, and State of Rhode Island federal and local laws.
3. All booster clubs must conduct their fund raising activities according to the University's fiscal year - July 1 through June 30th.
4. Fundraising activities must be approved in advance by the Athletic Director and Vice President of University Relations.
ARTICLE XI For informational purposes, the Athletic Director and/or the Associate Athletic Director for Finance shall provide a periodic update and accounting to the Board of Directors at its regular meetings on the Association's income and expenses.
ARTICLE XII All payments shall be made in accordance with Alumni Association policies.
ARTICLE XIII Any officer or Board member shall be removed from their position for good cause shown (including, but not limited to, attendance) that is detrimental to the interests of the Athletic Department or the University, by a two-thirds vote of the Board of Directors, present at a scheduled meeting. Any Board member or a member of the Association known to be or alleged to be in violation of NCAA rules shall be removed immediately by the President of the Association and thereafter subject to reappointment by a two-thirds vote of the Board of Directors present at a scheduled meeting.
ARTICLE XIV 1. The Association Board of Directors may make amendments to the Bylaws by two-thirds (2/3) vote of voting members present. All amendments must be consistent with the Association's Constitution and applicable University regulations. 2. The Secretary shall give written notice of each such proposed amendment to each Board member along with the notice of the meeting at which action is to be taken thereon. Said notice shall be given to the Board members prior to the subject meeting |
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