Gambrills-Odenton Recreation Council Incorporated
By-Laws (revised 11/14/2016)
ARTICLE I
Name
Section 1 – Name of Corporation. These are the By-Laws (the “By-Laws”) of the Gambrills-Odenton Recreation Council (GORC), Incorporated (hereinafter referred to as the Corporation or GORC). The Corporation is a nonprofit corporation incorporated in the State of Maryland in the United States.
Section 2 – Location. Offices of the Corporation shall be located in Anne Arundel County.
ARTICLE II
Purpose and Objectives
Section 1 – Purposes. The purpose of the Corporation, as set forth in the Articles of Incorporation, is the education of children and youths (residing in Gambrills, Odenton, and the surrounding areas) by instruction and training to develop and/or improve their capabilities. If a program is full, priority will be given to those children who feed into or reside in the Arundel feeder system. Children previously registered with GORC who move outside the Arundel feeder system will be allowed to continue to participate in GORC sports if there is no gap in their participation. All registrations must be received by the appropriate cut-off date for the registrant to take precedence over a registrant outside the surrounding area.
Any and all current and future purposes of the Corporation shall be exclusively charitable, educational, and governmental within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (the “Code”) or the corresponding provision of any future United States Internal Revenue Law. In furtherance and pursuance of these purposes, subject to the limitations set forth in the By-Laws, the Corporation shall have, and may exercise, all powers necessary and convenient to effect any or all of the purposes, and shall have, and may exercise, additional powers that may be conferred by law.
Section 2 – Objectives. The objectives of the Corporation are as stated in Article “Third” of the Articles of Incorporation, as amended by the Articles of Amendment dated April 22, 1977.
ARTICLE III
Code of Conduct
Section 1 – GORC’s Reputation. GORC’s reputation of integrity is one of its most valuable assets and as such, all persons holding positions within the Corporation are expected to present and conduct themselves in an honorable manner. Unsportsmanlike conduct by representatives or participants of the Corporation will not be tolerated and may result in dismissal from the Corporation. Unsportsmanlike Conduct is defined as conduct, including but not limited to threatening, intimidating, or coercive behavior, or using abusive or vulgar language near, or interfering negatively with, the performance of a child.
Section 2 – Illegal Activities. It is illegal and against GORC policy for athletes, coaches, officers, directors, other representatives of the Corporation or spectators to possess, use and/or distribute alcohol and other drugs on public or county property. In addition, such persons are prohibited from attending any non-adult GORC related activity if under the influence of alcohol or other drugs. Any instance of a coach or commissioner under the influence or in possession of alcohol or other harmful substances will not be tolerated around children Any instance of such activity should be immediately reported to the appropriate Commissioner or a Board member, as appropriate, and the President of the Corporation. The President, or the Vice President – Administration if the President is not readily available, shall have the authority, based upon the facts presented, to immediately suspend the GORC representative from his or her duties or dismiss the member or participant. The President, or the Vice President – Administration, as applicable, will promptly, but no later than at the Board Meeting immediately following the infraction, inform all members of the Board of any action taken related to an infraction(s) of a GORC or organized league rule.
It is illegal for any person to carry or posses any weapon on public property. This includes any look-alike, replica, toy, or modified weapons. Persons who violate these laws will be suspended or expelled from GORC functions and may be referred to a law enforcement agency for prosecution.
Section 3 – Participant Discipline. Participants shall be subjected to the GORC Participant Removal Policy (available on GORC website) as addoped and approved by GORC Board of Directors.
Section 4 – Conflict Resolution. Instances involving conflict, complaints, or Unsportsmanlike conduct shall be resolved among the interested parties and the appropriate commissioner or board member, as appropriate. Unresolved cases shall be forwarded, preferably in writing, to the Secretary or President. A panel shall be formed, as stipulated in the GORC Operating Procedures, to investigate and set forth a resolution. The panel shall be composed of three Member – Directors, the Vice President – Administration, and the Vice President - Sports. Any one member of the panel having a conflict of interest shall be removed from the panel and replaced by the President. The panel will conduct an investigation and issue a finding(s). If the panel finds a person’s conduct has violated the GORC By-Laws, the person may be suspended from participation in GORC functions for a time period to be determined by the panel.
ARTICLE IV
Membership
Section 1 – Membership. The membership of the Corporation (“Members”) shall consist of those families that are in good standing with the Corporation as demonstrated by their payment of the current annual family membership dues, as set by the Board of Directors, and any dues owed by persons in the family for participation in GORC activities for which a fee has been levied. Members shall be represented by any person who is a member of the family and is 18 years of age or older. Members shall be furnished with a receipt for their annual membership dues. Such receipt shall be evidence of full membership rights in the Corporation.
Section 2 – Participation Fee. A participation fee will be assessed for each child for each sport for which he/she is registered. Said fee will be established by the Board of Directors.
ARTICLE V
Meetings of the Members
Section 1 – Place of Meetings. Meetings of the Members shall be held at a location in Anne Arundel County to be determined by the Board of Directors.
Section 2 – General Membership Meetings. General Membership meetings of the Corporation shall be held in the fall and the spring approximately six months apart as determined by the Board of Directors. The Fall General Membership meeting shall be held for the purpose of electing the directors and/or officers, as prescribed elsewhere herein for the ensuing corporate year(s) and for the transaction of such business as may be required.
Section 3 – Special Meetings. Special meetings of the General Membership may be called by the President or at the request of a majority of the Board of Directors.
Section 4 – Notice of Meetings. Notice of the date, time and location of General Membership meetings shall be posted on the Corporation’s website a minimum of twenty-one days (21) in advance of such meetings unless a longer notice period is required under these By-Laws. In the case of a special meeting of the Members, the notice shall state the purpose or purposes for which the meeting is being called. Notice of special meetings of the General Membership shall be publicized at least seven days prior to the meeting.
Section 5 – Voting and Proxies. The annual payment of family membership dues shall entitle one representative of said family to a single vote on each matter requiring a vote of the General Membership for one year from the payment of the family membership dues. No person who is suspended or dismissed from GORC shall be entitled to vote. Nor shall any family be entitled to vote if any participation fees for any member of said family are outstanding. A member must cast his/her vote in person. Absentee voting and voting by proxy are prohibited.
Section 6 – Quorum. A quorum at a regular or special General Membership meeting shall be established if a majority of the current officers and directors of the Corporation are in attendance.
ARTICLE VI
Board of Directors
Section 1 – Number, Term and Qualifications. The business of the Corporation shall be managed by a Board of Directors, which shall consist of six elected officers, including the President, Vice President –Administration, Vice President – Sports, Vice President Finance – Fundraising, Secretary, and Treasurer, and six elected Members – Directors. Officers shall be elected from and by the General Membership and for a term of one year (beginning immediately following the fall General Membership meeting until the conclusion of the next fall General Membership meeting). Member – Directors shall be elected from and by the General Membership for a term of two years, with their terms running from General Membership meeting to the next General Membership meeting. No person may be elected to serve as a Director unless the person represents a family in good standing with the Corporation and the person is not suspended or dismissed from the Corporation.
Section 2 – Manner Elected. Directors shall be elected by the plurality of votes cast by the Members present and in good standing at the annual Fall General Membership meeting of the Corporation.
Section 3 – Meetings. Regular meetings of the Board of Directors shall be held monthly at a location to be determined by the Board of Directors and are open to all Members in good standing of the Corporation. Special meetings of the Board of Directors may be held at such places as the business of the Corporation may require. At least seven days notice of such meetings shall normally be given. Special meetings may be called by the President or upon written request of a majority of the Board of Directors.
Section 4 – Vacancies. Permanent vacancies in a directorship shall be filled for the duration of the unexpired term or until the next annual election, whichever occurs first, by the nominee of the Board of Directors who receives a majority vote (more than 50%) of the remaining Directors. The term of office for all Member – Directors (non-officers) shall expire on the same date in the same year.
Section 5 – Removal of Directors. A Member – Director may be removed from his/her directorship for malfeasance or nonfeasance in office. Such proposals shall be submitted in writing to the President or Vice President – Administration, stating the reason(s) for the proposed action. Removal of a Member – Director from the Board of Directors shall require at least a two-thirds majority vote to remove by the remaining Members of the Board.
Section 6 – Quorum. A majority of the number of Directors specified in Section 1 above shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any Director who abstains from the vote on a particular matter shall not be considered “present at the meeting” for purposes of determining the number of votes necessary for an act of the Board of Directors.
ARTICLE VII
Officers
Section 1 – President. The President shall preside at all meetings of the General Membership and the Board of Directors. He shall supervise all matters pertaining to the Corporation; appoint such committees and agents, such as County Liaison, as he deems necessary; sign all legal documents of the Corporation, together with the Secretary; make such incident to his/her office or are properly required of him by the Board of Directors or the General Membership.
Section 2 – Vice President – Administration. The Vice President – Administration shall exercise such authority and perform such duties as delegated to him/her by the President or are assigned by the Board of Directors. In the absence or incapacity of the President, the Vice President – Administration shall perform the duties of the President. The Vice President – Administration will also implement a yearly Plan of Action in the administrative area and provide direction to the chairpersons for Publicity, Newsletter, Registration, Recognition, the Annual Parade, and Homecoming.
Section 3 – Vice Presidents – Sports. The Vice Presidents – Sports shall exercise such authority and perform such duties as are delegated to him/her by the President or are assigned by the Board of Directors. The Vice President – Sports primary responsibility will be to ensure the efficient operations of all programs provided by the Corporation. He/she will accomplish this by directing and working with the commissioners of all the programs.
Section 4 – Vice President Finance – Fundraising. Vice President Finance – Fundraising will organize three major fundraisers (fall, winter and spring), will determine the type of fundraiser, distribute information on the fundraiser, collect the fundraiser, distribute the fundraiser, solicit local businesses for support and donations, arrange special events like GORC nights at a particular restaurant or business and any other Ways and Means projects the Corporation may address.
Section 5 – Secretary. The Secretary shall keep the official record (minutes) of all meetings, submit reports and perform such other duties as are incident to the office or properly required by the President or the Board of Directors. The Secretary will countersign all legal documents and have charge of the Corporate Seal. Further, the Secretary will maintain a record of all correspondence received and dispatched by the Corporation and perform other duties related thereto.
Section 6 – Treasurer. The Treasurer shall have custody of all moneys and securities of the Corporation and shall maintain books of account related thereto. He/she shall disburse the funds of the Corporation in payment of the just demands against same, as directed by the President, maintain a record of vouchers for such disbursements, and provide reports to the Board of Directors, as may be required, concerning all transactions pertaining to the office of Treasurer. The Treasurer shall be bonded to the satisfaction of the Board of Directors. All disbursements of the Corporation shall be made by check. Checks shall be signed jointly by any two officers of the Corporation so designated by the Board as long as they are not members of the same family.
Assistant Treasurer. The Assistant Treasurer shall assist the Treasurer by performing the following duties:
§ Write all checks and contact authorized check signers to set up a time to obtain signatures.
§ Deliver check to requesting party or Vice President.
§ Provide Treasurer with the check number, date written, amount, payee, purpose, person who authorized it, date delivered, and who the check signers were.
Section 7 – Vacancies. Permanent vacancies in an office shall be filled for the duration of the unexpired term or until the next annual election, whichever occurs first, by the nominee of the Board of Directors who receives a majority vote (more than 50%) of the remaining Directors.
Section 8 – Removal of Officers. An officer may be removed from his/her office for malfeasance or nonfeasance in office. Such proposals shall be submitted in writing to the President or Vice President –
Administration, stating the reason(s) for the proposed action.
ARTICLE VIII
Elections
Section 1 – Annual Elections. The annual election of the Board of Directors and Officers of the Corporation shall be held in November. The Election Committee shall be responsible for conducting the election according to the terms and conditions contained in these Bylaws and following the GORC General Voting Procedures as approved by the Board of Directors.
Section 2 – Election Committee. The Election Committee shall be comprised of three members of the Corporation appointed by the Board of Directors. Members qualified to serve on the Election Committee shall include members in good standing with the Corporation and having no immediate familial relationship with any person nominated as a candidate for office (i.e., parent, child, and sibling). The term of the Election Committee members shall be as determined by the Board of Directors. Any vacancies arising on the Election Committee shall be filled by the Board of Directors, time permitting, otherwise by the President. If, during the preparation for, or on the date of, the election, any member of the Election Committee is determined to have a direct familial relationship with any candidate for office, the Election Committee member shall be removed and, if appropriate time permits, a substitute appointed by the Board of Directors, otherwise a substitute appointment shall be made by the President. The election shall continue as planned. No consideration may be given to the lack of qualification of any Election Committee member raised after the date of the election.
The purpose of the Election Committee shall be to conduct, at a minimum, an annual election for the Board of Directors and Officers including, but not limited to, advertising the election according to the election process described in the Corporation’s By-Laws, soliciting candidates for available offices, acknowledging the receipt of nominations, creating ballots for the election, monitoring the physical location and process of the election to ensure confidentiality of voting and a single vote per eligible voter, counting the ballots, establishing whether any invalid ballots exist during the counting of the ballots (e.g.,ballots containing two votes for a single office shall be deemed invalid for that office), announcing the election results for each office and position, documenting and maintaining the outcome of the election results, and ensuring the announcement of the outcome of the election to all members as provided for in the By-Laws or the GORC General Voting Procedures as approved by the Board of Directors.
Section 3 – Notice of Annual Election and Solicitation of Candidates. The Election Committee shall advertise the date and time of the annual elections for the Corporation and shall solicit candidates to run for available offices through announcements made during GORC Board Meetings and included on the GORC website, on the hotline, and on bulletin boards at GORC Park, and/or through articles included in the local newspapers (e.g., West County Newspaper and Pennysaver).
Section 4 – Nominations. All nominations for offices must be submitted via the GORC website, or be received in writing by a member of the Election Committee, a minimum of three days in advance of the announced election date for such nominations to be included on the ballot for the election to be held on said date.
Section 5 – Election Process. The Election Process shall be as described in the GORC General Voting Procedures, as approved by the Board of Directors.
The Order of Business for the Annual Elections will be as follows:
Section 6 – Follow-up Election. In the case of a tie for any position, a separate election will be held, for the tied position only, within two weeks of the General Election. All other positions will stand as counted. The process to be followed for the follow-up election shall be established by the Board of Directors but should mirror the annual election process as much as possible, except as to the time frame.
Section 7 – Destruction of Ballots and Election Verification Sheet. As the final act of business at the regularly scheduled Board of Directors meeting immediately following the annual election, the President shall destroy all ballots and the Election Verification Sheet from the prior annual elections.
ARTICLE IX
Administration
Section 1 – Commissioners for all sports will be appointed by the Vice President - Sports and must be approved by the Board of Directors.
Section 2 – Any contract entered into by the Corporation shall be reviewed by an Attorney at Law.
Section 3 – The accounting records of the Corporation will be subjected to an annual review and on an as needed basis as determined by the Board of Directors. The results of said review will be made available to the Membership upon request.
ARTICLE X
Expenditures
Section 1 – No expenditure in excess of one hundred dollars ($100.00) may be made without the majority approval of a quorum of the Board of Directors.
Section 2 – The officers with the authority to make purchases under the one hundred dollars ($100.00) limit are the President, Vice President – Administration, Vice President Finance – Fundraising, Vice President - Sports.
Section 3 – All Expenditures in excess of five hundred dollars ($500.00) require a purchase order with two Board member’s signatures.
Section 4 – Commissioners of each sport shall submit a budget to the Board of Directors for approval.
ARTICLE XI
Order Of Business
Section 1 – At general membership meetings, the Order of Business shall normally be as follows:
ARTICLE XII
Rules Of Order
Section 1 – Rules of Order. The rules contained in Robert’s Rules of Order Revised shall be used to guide the operations of the Corporation in all cases where they are applicable and not in conflict with the By-Laws or Special Rules of Order of the Corporation.
ARTICLE XIII
Amendments
Section 1 – Amendments. Proposals for amending or repealing the By-Laws, or of any portion thereof, may be introduced at the request of the Board of Directors or by any Member in good standing at any General Membership meeting. Such proposals shall be made in the form of a motion and shall be acted upon accordingly. If a proposal to amend or repeal the By-Laws is approved by the Board of Directors, such proposal is formulated into precise wording for a motion to achieve the desired result. Said motion shall be presented by the Board of Directors to the General Membership at the next general meeting of the Corporation, provided due notice of such meeting has been given to the Members at least twenty-one days prior to the meeting. At least a two-thirds majority of the votes cast by the General Membership present and in good standing at said meeting is needed to amend or repeal the By-Laws.