Approved by the NVC Board of Directors 10/27/2010
Article I: Name
The name of this organization shall be the Newport Volleyball Club, Inc., hereto in referred to as NVC.
Article II: Purpose
The purpose of NVC is to encourage and promote the growth and development of volleyball in Newport, Rhode Island and throughout New England as a member-based sports organization where dedicated volunteers and professional staff provide leadership in the growth and development of volleyball for all members.
Article III: Mailing Address
The mailing address of NVC shall be posted in a public forum for all members to view.
Article IV: Membership
Section 1: Membership in NVC shall be open to any individual interested in playing, following or promoting volleyball in New England.
Section 2: Membership shall be defined as an individual participating in a NVC league in the current year and being a member in good standing (see Article IV, Section 5). Exceptions to the membership requirements may be allowed for the current year at the discretion and vote of the Executive Board.
Section 3: The annual membership year is from June 1st through May 31st .
Section 4: Membership fees shall be established by the Executive Board.
Section 5: A member in good standing is someone who participates in NVC (as defined in Article IV Sections 2 and 3) and is current on all financial obligations with the club and affiliated organizations.
Section 6: Members may be suspended, put on probation or held financially accountable for violations of the code of conduct, serious violations of the rules, conduct that brings discredit to NVC, or other disciplinary problems, as voted by the Executive Board. Suspended members are not eligible to participate in NVC in any capacity. Any sanctions shall be determined by a ‘rules and conduct’ committee created by the Executive Board to conduct any possible hearings of violation of rules or policies and possible sanctions related to NVC. The ‘rules and conduct’ committee shall consist of three members of NVC and two members of the executive board.
Section 7: Members may not hold or advertise NVC related events for direct or indirect membership participation or sanctioning without the express written consent of the NVC Executive Board.
Section 8: Voting privileges are limited to members in good standing (see Article IV, Section 5) who are age 18 and over as of the last day of the election period of that election year. A member must also have participated in at least one league during the previous outdoor or indoor league season for eligibility to vote or have been granted a membership exception by the Executive Board (see Article IV, Section 2).
Article V: Executive Board
Section 1: Governing Body
The governing and administrative body of NVC shall be the Executive Board. The Executive Board shall be responsible for conducting the business of NVC including but not limited to:
1) The planning and execution of NVC Leagues and Tournaments
2) Voting on changes in the Rules and Policies of NVC
3) Approving the annual budget and proposed expenditures
4) Making decisions regarding any disciplinary problems that are related to NVC leagues, tournaments or in the conduct of NVC-related business
5) Creating appointed positions and standing committees as necessary
6) Representation of NVC with the community at large
7) Naming persons to appointed positions and ad hoc committees
Elected and appointed positions are described in the following sections.
Section 2: Elected Positions
Elected positions are filled by vote of the membership. The term of all elected positions is two years commencing on January 1st and terminating on December 31st with fifty percent (50%) of the Executive Board positions elected each calendar year as stipulated in Article VI, Section 2. Each elected position carries with it voting privileges (one vote) at meetings of the Executive Board. No individual shall hold more than one elected position with the exception of an individual being temporarily appointed to hold a second elected position in an "acting" capacity. In such a case, that person shall not have a second vote on the Executive Board. Elected positions are limited to two consecutive full terms in an elected position. In the event that no eligible candidate accepts a nomination for an elected position, the term of the incumbent is allowed to continue in service of the board.
Elected members of the Executive Board may be removed only by a 2/3 majority vote of the other elected members. Reason for removal could include consistent non-attendance at meetings, dereliction of duty or gross misconduct. Any open position on the Executive Board shall be filled for the remainder of the term by a majority vote of the remaining members of the board. If no suitable appointed candidate meets the years of membership criteria, the years of membership criteria as outlined in the bylaws (Article VI, Section1) may be waived for the appointment period until the next scheduled election. In the next election for that position, if the years of membership criteria is still not met by the appointed candidate, the appointed candidate is not eligible for the ballot and is not considered an incumbent. Should no eligible candidate accept the nomination for the open position, then the board may again appoint a member to fill the vacant position.
President: The President shall be the chief officer of NVC, responsible for conducting all meetings of the Executive Board and General Membership, nominating persons for ad hoc committees, and coordinating the activities of the other members of the Board as necessary.
Vice-President: The Vice-President shall assume the responsibilities of the President in the event of the President's absence, resignation, or incapacity, and shall be responsible for other functions as assigned by the President.
Secretary: The Secretary shall be responsible for taking, distributing and maintaining the minutes of the meetings of the Executive Board and General Membership, for handling any necessary correspondence for NVC and for maintaining and updating these Bylaws and the Rules and Policies of NVC.
Treasurer: The Treasurer shall maintain the financial records of NVC and associated bank accounts, and shall submit regular written financial reports to the membership.
Members at Large: There shall be three (3) Members at Large, who shall have no assigned responsibilities other than to attend Executive Board meetings and provide additional representation for the General Membership, but may take on Appointed Positions or other functions as assigned by the President
Section 3: Appointed Positions
The President, with the approval of the Executive Board, shall assign individuals to appointed positions as deemed necessary. Appointed positions in themselves do not carry voting privileges at Executive Board meetings, but they may be filled by elected board members. Individuals may hold more than one appointed position. Persons holding appointed positions shall report to the president and submit periodic reports at meetings of the Executive Board as directed by the president. For each appointed position, the Executive Board may establish minimal compensation levels.
Article VI: Executive Board Elections
Section 1: Nominations
Nominations for the Elected Positions on the Executive Board shall be made by one of the following procedures:
A Nominating Committee shall be appointed by the Executive Board to attempt to nominate at least one person for each Elected Position, including the incumbent; For a nomination to be valid and accepted, the nomination must be delivered to the nominating committee in writing from a current member in good standing (as defined in Article IV Section 5) during the announced nomination period. The Nominating Committee shall hold record of all nominated members from the Nominating Committee selection and open petition to ensure all nominated or declared incumbent members appear on the ballot. The nomination period shall be September 15th thru November 1st in each election year. The election period shall be November 8th thru November 21st. Nominees for the Executive Board positions for President, Vice President, Treasurer, and Secretary must demonstrate a minimum membership for a period of 4 out of the 6 previous membership years, all in good standing with NVC, to be eligible to be nominated for elected positions. Nominees for the Member at Large positions must demonstrate a minimum membership for a period of 2 out of the 3 previous membership years, all in good standing with NVC, to be eligible to be nominated for elected positions.
Section 2: Position Elections
Approximately fifty percent (50%) of the Executive Board will be electable each calendar year, serving a two (2) year term. The first election for the calendar year of 2010, all positions, with the exception of the investor, are up for election. The positions of Vice President, Treasurer, and Member at Large 2 shall be electable in EVEN calendar years. The positions of President, Secretary, Member at Large 1 and Member at Large 3 shall be electable in ODD calendar years. For the duration of the outstanding loan for initial Club investment, the Member at Large 1 position is NOT electable and shall be held for the duration of the loan repayment by Dennis Sagamang. The loan repayment terms and schedule are stipulated in the Initial Investor Loan Re-payment Agreement. Member at Large 1 shall be electable in the first election following the completion of the loan repayment.
Section 3: Voting
The voting for Elected Positions shall be conducted as soon after the election period Annual Meeting as practical following these procedures:
1) The Executive Board shall appoint an Election Committee of three (3) persons, none of whom are running for office, to supervise the distribution, collection and counting of ballots.
2) Ballots shall be published thru a third party independent source and notification of the ballot shall be made to the General Membership via electronic media at least two weeks prior to the close of the election. Each member may send in only one ballot per election. Each ballot will be validated via anonymous and unique identifiers.
3) Candidates for positions, which are contested, shall be entitled to include a brief statement with the ballots.
4) Only candidates nominated under the procedures of Section 1 will appear on the ballot and be eligible for election.
5) In the event of a tie in voting for an elected position, the tie will be broken by a majority vote of the newly elected Executive Board members. If this majority vote is also tied, the newly elected President of the Executive Board shall cast a tie-breaking vote. In the event that the President is unable to cast the tie-breaking vote, that authority will be given to the next available newly elected member of the Executive Board in this order of precedence: Vice President, Secretary, Treasurer, and the Members at Large by the order of seniority of service in the Member at Large positions. If determination of the most senior Member at Large is deemed impossible, a random drawing will be employed to award the tie-breaking vote.
6) If a candidate runs for multiple elected positions on the Executive Board, they will be allowed to fill only one position. The winner of each contested race will be decided in the following precedence: President, Vice President, Secretary, Treasurer and Members at Large. Once a candidate is declared a winner for an elected position, they will be removed from consideration for any other elected position.
7) Any other procedures necessary shall be determined by the Election Committee.
Article VII: Executive Board Meetings
Section 1: The Executive Board shall meet as necessary to handle the business of NVC, but not less than four times per year. For voting purposes, a quorum shall consist of a majority of the voting members of the Executive Board. If members of the board are absent from a vote or otherwise abstain, any vote by the board will not be finalized for five business days if the un-cast votes might cause the original vote to be overturned. Abstaining or absent members of the board shall present their vote to all other members of the board using a form of communication as agreed to by the board. After five days any un-cast votes will be considered abstentions.
Section 2: Semi-Annual meetings shall be publicized and shall be open to all members of NVC to raise issues for the Board to consider, present reports, or to observe.
Special meetings of the Board to handle specific issues, including but not confined to electronic meetings, may be held without written notice to the membership, as long as the meeting is agreed to by the voting members of the Executive Board. Minutes from these special meetings shall be captured and included within the minutes at the next regular meeting.
Article VIII: Membership Meetings
There shall be at least one meeting of the general Membership of NVC each year, at a time established by the Executive Board. A minimum of two weeks notice of this meeting, including the proposed agenda, shall be sent electronically to all Members. A quorum shall consist of whatever number of members is present. At Meetings, members may propose changes in the rules and policies, propose amendments to the bylaws and nominate candidates for the Executive Board.
Article IX: Finances
Section 1: NVC shall operate on a fiscal and financial year of January 1st through December 31st each calendar year.
Section 2: The Treasurer shall submit a proposed budget, which must be approved by the Executive Board at its first or second regular meeting of the year. All specific expenditures must be approved by a separate vote of the Board.
Section 3: A fiscal year-end financial statement, including an Income Statement and a Balance Sheet, shall be available upon request to any member of the General Membership upon written request of the Treasurer.
Section 4: The financial records shall be audited by NVC accountant or third party accounting professional at the close of financial year end.
Section 5: The Annual Report shall be filed in accordance with Rhode Island State Law, by an agent of NVC on file with the state.
Section 6: The federal and state tax returns for NVC shall be filed by the Treasurer and the staff accountant for each calendar tax period in accordance with federal and state law.
Section 7: The incumbent treasurer shall be responsible for transitioning all financial documentation and information to the incoming treasurer as well as provide necessary support to the incoming treasurer for tax filings for that year.
Article X: Competition
Competition at NVC leagues and tournaments shall be governed by the rules of the USAV and FIVB/AVP respectively for indoor and beach, except as modified under the current NVC Rules and Policies as approved and published by the Executive Board. The most current rules and policies can be found on the NVC web page. The Rules and Policies may be amended by a simple majority vote of the Executive Board, with a quorum present. Members may propose changes by submitting them to a member of the Executive Board in writing.
Article XI: Amendments
Section 1: These bylaws may be amended only by a 3/4 majority vote of all returned ballots distributed to all Members. 2 week notice will be given prior to any amendment vote. If possible, this ballot shall be included with the annual election ballot. Amendments may be proposed by:
1) Majority vote of the Executive Board, or
2) Majority vote at the Annual Meeting of the Membership, or
3) Petition by 50 Members in good standing, validated by the Executive Board
Section 2: A bylaw change when placed on the ballot will contain the following information:
1) The current section of the bylaws that will be changed.
2) The same section of the bylaws with the proposed change incorporated.
3) A brief description of the change and if pertinent, the reasoning behind the change.
4) A brief statement explaining why a voter would want to support the change.
5) A brief counter statement explaining why a voter might not want to support the change.
Amendment #1: In the event that the club ceases to function/operate for one calendar year, all material assets of NVC shall be sold off at a blind auction piecemeal. All proceeds from this auction and all other remaining club funds shall be donated to a local 501c3 charity after all debts and taxes have been paid.
Amendment #2: In the event of a potential or proposed merger or acquisition of NVC by another entity, the membership must ratify such course of action by a 2/3 affirmative vote of the entire current membership of NVC.
Amendment #3: Article III changed from: “The mailing address of NVC shall be that of the current PO Box of NVC.” to “The mailing address of NVC shall be posted in a public forum for all members to view.”
Amendment #4: In the event that ALL board positions remain vacant after an election, a committee will be formed to determine NVC’s future. This committee will consist of the outdoor league coordinator, an outdoor night coordinator of the outdoor league coordinator’s choice, the head tournament director, an assistant tournament director of the head tournament director’s choice, and the last sitting president of NVC. If the last sitting president is unable or unwilling to serve on the committee, the president shall be replaced via order of precedence defined in Article VI Section 3 Statement 5 for casting tie-breaking votes. If the outdoor league coordinator is unable or unwilling to serve then the longest tenured outdoor night coordinator shall assume that role. If the head tournament director is unwilling or unable to serve then the longest tenured assistant tournament director shall assume that role. The committee shall have the power to appoint a new board, suspend NVC operations for one year, or decide to dissolve the club and its assets in accordance with Amendment #1.