By-Laws | UHS Cross Country

BYLAWS OF UHS Cross Country Parents Group, INC.

ARTICLE I. NAME

The name of the corporation shall be University High School Cross Country (UHS XC) Parents Group, INC. (hereinafter, the "Corporation").

ARTICLE II. PURPOSE

The Corporation is organized exclusively for the purposes expressly stated in the Corporation’s Articles of Incorporation.

ARTICLE III. CORPORATE STATUS

Section A. Non-Profit Corporation. The Corporation is, and shall maintain its status as, a nonprofit corporation duly organized and in good standing under the laws of the State of West Virginia.

Section B. No Distributions to Board Persons or Officers. The Corporation shall not make any direct or indirect transfer of money or other property, or incur any indebtedness to, or for the benefit of any Board Persons or Officers. This provision, however, shall not prohibit the payment of reasonable compensation for services rendered (except for services rendered by a Board Person or Officer in his or her capacity as a Board Person or Officer) or the reimbursement of reasonable expenses.

Section C. 501(c)(3) Tax-Exempt Organization. The Corporation is to be, and shall maintain its status as a tax-exempt organization under Section 501(c)(3) of the Code or the corresponding section of any future tax code.

Section D. No Political Activity. Except as provided in the Code, no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Section E. No Private Inurement. No part of the net earnings from the activities of the Corporation shall inure to the benefit of any Board Person or Officer, or other individual or entity, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered (except for services rendered by a Board Person or Officer in his or her capacity as a Board Person or Officer), to make reimbursement of reasonable expenses and to make payments and distributions in furtherance of its tax-exempt purposes.

Section F. Dissolution. Upon the dissolution of the Corporation, all assets remaining after payment of the liabilities of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for such purposes. Any such assets not so distributed shall be distributed exclusively for such purposes by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, or shall be distributed to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.

Assets will be distributed to University High School for future maintenance and development of the UHS Cross Country course. Additionally 50% of the assets will be donated to University High School to aid in the construction of a track facility. If the track facility is complete at such time the distributions are made, the funds will be used for maintenance of said facility and or the purchase of necessary track equipment.

ARTICLE IV. MEMBERSHIP

As provided in the Articles of Incorporation, the Corporation shall have no members.

ARTICLE V. OFFICES

The Corporation shall have its principal office at 127 Lamplighter Drive, Morgantown, West Virginia 26508, and such other offices at such other place or places as the Board shall determine from time to time.

ARTICLE VI. CORPORATION BOARD

Section A. General Powers.

All corporate powers are to be exercised by or under the authority of, and the activities, property, and affairs of the Corporation are to be managed under the direction of the Corporation Board. Without limiting the generality of the preceding sentence, the Board may engage in the following:

(1) Appoint officers;

(2) Employ, under such terms and conditions as it sees fit, such employees as are deemed necessary for the successful operation of the Corporation;

(3) Create such committees and delegate such authority to the committees so created as is consistent with these Bylaws;

(4) Assign to the committees specified in Section B of Article VIII of these Bylaws such additional duties and responsibilities as are deemed appropriate; and

(5) Do and perform such other acts as are necessary to carry out the purposes of the Corporation.

Section B. Number, Composition, and Tenure of Board Personnel.

The Board shall consist of three (3) persons. The three persons are voluntary and shall be approved by a vote of the parents of current UHS XC team members at the annual December meeting, with the number of students on the team constituting the total amount of votes. This vote will take place at the annual meeting held the first week of December. The Board Personnel at the time these amended and restated bylaws are adopted are: Carlos Mosley, President; Lauren Stupar, Secretary; and Brooke Bell, Treasurer.

The powers and duties of the Board Personnel shall be as follows:

1. President. The President shall be the principal executive officer of the Corporation, and the President shall, subject to the direction of the Board, in general, supervise and control all of the business and affairs of the Corporation, performing all duties incident to the office of the President and such other duties as may be prescribed by these Bylaws or the Board from time to time. The President shall preside at all meetings of the Board. The President is authorized to sign and, where necessary, acknowledge, on behalf of the Corporation, any and all instruments requiring the signature and, where necessary, the acknowledgment of the Corporation.

2. Secretary. The Secretary shall (a) keep and preserve or cause to be kept and preserved the records, books, and papers of the Corporation; (b) prepare and keep the minutes of the meetings of the Board; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) authenticate records of the Corporation; (e) perform such other duties as may be prescribed for the Secretary by the President or the Board such as maintaining the team roster with contact information.

3. Treasurer. The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive, and, when requested, give or cause to be given receipts for, moneys due and payable to the Corporation from any source whatsoever, and deposit or cause to be deposited all such moneys in the name and to the credit of the Corporation in some financial institution or institutions; (c) pay or cause to be paid all bills, vouchers, and accounts; (d) keep or cause to be kept a correct and accurate book of accounts to be settled and balanced at least annually, on or before the annual meeting; and (e) in general perform all the duties incident to the office of the Treasurer and such other duties as may be assigned by the President or the Board.

Section C. General Responsibilities of Board Personnel.

Each Board person shall attend the meetings of the Board and agree to serve on a committee of the Board if requested to do so.

Section D. Annual and Regular Meetings of the Board.

The annual meeting of the Board shall be held on such date and at such time during the first week of December, and at such place, as specified by the Board, or, in the event of its failure to act, by the President, for the purpose of appointing Officers, receiving the annual reports of the President, Treasurer and officers of all committees, and for the transaction of such other business as may come before the meeting. The Board shall provide the date, time, and place for the holding of regular meetings of the Board. There will be an additional meeting of the Board conducted during the 3 week voluntary practices of the team which is normally in June each year.

Section E. Special Meetings of the Board.

Special meetings of the Board may be called by the President, or shall be called by the Secretary when requested in writing by two (2) Officers. The President or Secretary calling any special meeting of the Board shall fix the date, time and place for holding such special meeting. The Secretary shall notify or cause to be notified the Board Persons and/or Officers of all special meetings, designating the date, time, place and purpose of the meeting. The notice of a special meeting shall be given at least two (2) days before the date of such meeting, either by written notice thereof emailed to each Board Person and/or Officer by telephone, or other electronic means.

Section F. Waiver of Notice.

Any Board Person or Officer may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time stated in the notice. Except as otherwise provided in this Section F, the waiver must be in writing, be signed by the Board Person or Officer entitled to the notice, and be filed with the minutes or corporate records. The attendance at or participation in a meeting by a Board Person or Officer waives any required notice to the Board Person or Officer of the meeting, unless the Board Person or Officer at the beginning of the meeting or promptly upon the Board Person or Officer's arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section G. Quorum for all Meetings of the Board.

A majority of the number of Board Persons and officers in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board; provided, however, that any meeting at which less than a quorum is present may be adjourned by a majority of those Board Persons present without further notice.

Section H. Compensation.

Board Persons and Officers shall serve without compensation.

Section I. Vote Required.

The act of a majority of the Board Persons present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or these Bylaws. A Board Person who is present at a meeting of the Board when corporate action is taken is deemed to have assented to the action taken unless: (a) the Board Person objects at the beginning of the meeting or promptly upon the arrival of the Board Person to holding it or transacting business at the meeting; (b) the dissent or abstention of the Board Person from the action taken is entered in the minutes of the meeting; or (c) the delivery by the Board Person of written notice of such Board Person’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Board Person who votes in favor of the action taken.

Section J. Vacancies in the Board.

The Board shall fill any vacancy occurring in the Board, whether such vacancy occurs because of death, resignation, or failure to select and approve persons at the annual meeting of the Board, in accordance with the provision set out in these Bylaws.

Section K. Participation in Meetings.

Any or all Board Person or Officers may participate in any annual, regular, or special meetings of the Board, or such meeting may be conducted through the use of, any means of communication by which all Board Persons or Officers participating may simultaneously hear each other during the meeting. A Board Person or Officer participating in a meeting by this means is deemed to be present in person at the meeting.

Section L. Conflicts of Interest.

The Board shall adopt a conflict of interest policy to protect the interests of the Corporation when the Corporation is contemplating entering into a transaction or arrangement that might benefit the private interest of a Board Person or Officer of the Corporation or might result in a possible excess benefit transaction.

Section M. Standards of Conduct for Board Persons and Officers.

When discharging the duties of a Board Person or Officer, each Board Person or Officer shall act in good faith and in a manner the Board Person or Officer reasonably believes to be in the best interests of the Corporation. Board Persons or Officers when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. In discharging Board or committee duties, a Board Person who does not have knowledge that makes reliance unwarranted is entitled to rely (a) on the performance of any of the persons specified in this Section M to whom the Board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the Board's functions that are delegable under law and (b) on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in this Section M. In accordance with the provisions of this Section M, a Board Person is entitled to rely on:

(1) One or more Officers or employees of the Corporation whom the Board Person or Officers reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;

(2) Legal counsel, public accountants, or other persons retained by the Corporation as to matters involving skills or expertise the Board Person or Officers reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence.

(3) A committee of which the Board Person or Officer is not a part of, if the Board Person or Officer reasonably believes the committee merits confidence.

Section N. Personal Liability of Board Persons or Officers.

No Board Person or Officer shall have any liability to the Corporation for monetary damages for any action taken, or any failure to take any action, as a Board Person or Officer, except for (1) the amount of any financial benefit received by a Board Person or Officer to which that person is not entitled, (2) an intentional infliction of harm on the Corporation, (3) an unlawful distribution, or (4) an intentional violation of criminal law.

Section O. Record of the Board.

The Board shall cause to be kept a record of its proceedings, which shall be verified by the signatures of the persons acting as chair and secretary of the meeting. Any Board Persons or Officers, at such person's request, shall have the right to have such Board Person or Officer's vote recorded in the minutes of the meeting on any question coming before the Board.

Section P. Vote by Proxy. Board Persons or Officers shall not be able to vote by proxy.

ARTICLE VII. OFFICERS

Section A. Number and Term.

All Officers shall be appointed by the Board for a term of one (1) year. The Officers shall be a Concessions Coordinator, Shirt Sales/Fundraising Coordinator, Race Operations Coordinator, Parking and Admissions Coordinator, Course Maintenance Coordinator, and a Parents’ Liaison. The Officers may enlist volunteers as they deem advisable and have the authority to perform the duties prescribed by the Board. Any two or more positions may be held simultaneously by the same person.

Section B. Appointment of Officers.

The Officers shall be appointed annually by the Board at its annual meeting. If the Officer appointment is not be held at such meeting, such appointment shall be held as soon thereafter as conveniently possible. New offices may be created and filled at any meeting of the Board. Each Officer shall hold office until such person's successor shall have been duly appointed and shall have been qualified.

Section C. Removal of Officers. Each Officer shall serve at the discretion of the Board, and any Officer may be removed by the Board at any time with or without cause.

Section D. Vacancy in Office. A vacancy in any office for any reason whatever may be filled by the Board for the unexpired term.

Section E. Standards of Conduct for Officers. When performing in an official capacity, an Officer of the Corporation shall act in good faith with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the Officer reasonably believes to be in the best interests of the Corporation.

Section F. Powers and Duties of Officers.

The powers and duties of the Officers shall be as follows:

1. Concessions Coordinator This Officer shall be responsible for determining what items are to be made available at the concession stand and how they are to be obtained. Making the arrangements to obtain the necessary workers, tables, tents, ice, electricity, etc. are also responsibilities. Contact with the Treasurer is also required to obtain start up change, providing receipts and end of race monies.

2. Shirt Sales/ Fundraising Coordinator This Officer shall be responsible for ensuring design, ordering, quantities, delivery, etc. of any planned shirt sale endeavors. An invoice should be obtained and provided to the Treasurer for payment. Making arrangements to obtain the necessary workers, tables, tents, etc. are also responsibilities. Contact with the Treasurer is also required to obtain start up change, providing receipts and end of race monies. Other persons may assume fundraising projects such as spirit wear, decals, etc. under this officer.

3. Race Operations Coordinator This Officer shall be responsible for ensuring all the Coordinators have their areas covered and the proper facilities and infrastructure from UHS are available. Notify UHS for traffic pattern changes and schedule EMS in advance. Work with the Parents Liaison to make the necessary arrangements for workers. Ensuring the race course is set up will also be a responsibility. Contact with the Treasurer is also required to obtain start up change for admissions, providing admission information, and getting end of race monies to UHS.

4. Parking Coordinator Officer(s) shall be responsible for the traffic and parking plans. Making assignments for attendants and traffic control as well as placement of and signs and traffic control devices are also responsibilities.

5. Course Maintenance Coordinator This Officer shall be responsible for determining the needs of the course and making arrangements for the necessary workers, materials, etc. needed to maintain the course. Contact with the Treasurer to obtain funds and to provide receipts for expenditures is required.

6. Parents Liaison This Officer shall be responsible for internal and external communications with the Corporation, the coaches, and the parents of the UHS XC runners. This could include but not limited to welcoming information for new families, travel coordination and logistics for away meets (lodging, buses, meals, etc), and assisting the Race Operations Coordinator with signing up and assigning race workers.

ARTICLE VIII. COMMITTEES

Section A. Executive Committee.

The Board Members and Officers shall constitute the Executive Committee. The Executive Committee shall have the powers and operate as follows:

1. Powers. The Executive Committee shall have and exercise all of the authority of the Board, except as such authority may be limited by statute or by resolutions adopted by the Board from time to time, and shall advise and assist the President in the exercise of the duties of such office.

2. Meetings and Chair. The Executive Committee shall meet upon the call of the President or Secretary or upon demand of any two Persons of the Executive Committee. The President shall serve as chairperson of the Executive Committee.

3. Quorum and Action. A majority of the Persons of the Executive Committee shall constitute a quorum. The decision or action of a majority of the Persons of the Executive Committee present at a meeting at which a quorum is present shall be the decision or action of the Executive Committee.

4. Action by Executive Committee without Meeting. Any action which can be taken at a meeting of the Executive Committee may be taken without a meeting if the action is taken by all Persons of the Executive Committee. The action without a meeting must be evidenced by one or more written consents describing the action taken, signed by each Executive Committee Person, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken without a meeting is effective when the last Executive Committee Person signs a consent, unless the consent specifies a different effective date. A consent signed under this Section has the effect of a meeting vote and may be described as having the effect of a meeting vote in any document.

5. Rules. Except as otherwise provided in this Section A, the Executive Committee shall conduct its business pursuant to the rules set forth in Article VI of these Bylaws. In other respects, the Executive Committee may adopt rules for its own government not inconsistent with this Corporation's Articles of Incorporation, these Bylaws, rules adopted by the Board, or any applicable law of the State of West Virginia.

Section B. Other Committees.

The Board may establish other special committees with such duties as the Board may determine. Such other standing committees and any other committee established under this Section shall be advisory only and shall not possess any of the authority of the Board. Unless the Board shall otherwise determine, the President shall appoint the persons of such committees, and shall designate a chair and secretary, and may designate a vice chair, for each such committee. At least one person of each such committee shall be a Board person, but other committee persons need not be Board persons. Each person of every such committee shall continue in office at the discretion of the Board. One-third (1/3) of the whole committee shall constitute a quorum; and the decision or action of a majority of committee persons present at a meeting at which a quorum is present shall be the decision or action of the committee. Each committee may adopt rules for its own government not inconsistent with the Articles of Incorporation, these Bylaws, rules adopted by the Board, or any applicable law of the State of West Virginia.

Section C. Prohibited Actions.

Neither the Executive Committee nor any other committee may (1) fill vacancies on the Board or Officers; (2) amend the Articles of Incorporation of the Corporation; (3) adopt, amend, or repeal Bylaws of the Corporation; (4) approve a plan of merger; (5) approve a sale, lease, exchange, or other disposition of all, or substantially all, of the property of the Corporation; or (6) approve a proposal to dissolve the Corporation.

ARTICLE IX. INDEMNIFICATION

Section A. Indemnification.

The Corporation is obligated to provide indemnification to any Board Person or Officer to the fullest extent permitted by law. Without limiting the generality of the preceding sentence, the Corporation shall be obligated to indemnify a Board Person or Officer for any liability, as that term is defined in the West Virginia Nonprofit Corporation Act, as amended, to any person for any action taken, or any failure to take any action, as a Board Person or Officer, as the case may be, except liability for (1) receipt of a financial benefit to which a Board Person or Officer is not entitled, (2) an intentional infliction of harm on the Corporation, (3) an unlawful distribution, or (4) an intentional violation of criminal law. For the purposes of such obligation to indemnify, the word "Board Person" or "Officer" means an individual, or the estate or personal representative of an individual, who is or was a Board Person or Officer, respectively, of the Corporation or who, while a Board Person or Officer of the Corporation, is or was serving at the Corporation's request as a Board Person or Officer, partner, manager, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, limited liability company, trust, employee benefit plan, or other entity.

Section B. Insurance.

The Corporation may purchase and maintain insurance on behalf of an individual who is a Board Person or Officer of the corporation, or who, while a Board Person or Officer of the Corporation, serves at the Corporation's request as a Board Person or Officer, partner, manager, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, limited liability company, trust, employee benefit plan, or other entity, against liability asserted against or incurred by such individual in that capacity or arising from such individual's status as a Board Person or Officer of this Corporation, whether or not the Corporation would have power to indemnify or advance expenses to the individual under law.

ARTICLE X. CONTRACTS, LOANS, CHECKS, DEPOSITS, AND GIFTS

Section A. Contracts.

The Board may authorize any Officer or Officers or agent or agents to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section B. Loans.

No loan shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. The Board may encumber and mortgage real estate and pledge, encumber and mortgage stocks, bonds, and other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.

Section C. Checks, Drafts or Orders.

All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation or on its behalf shall be signed by two (2) Board Members of the Corporation.

Section D. Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such financial institutions as the Board may select.

Section E. Gifts.

The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.

Section F. Accounting Records.

The Corporation shall maintain appropriate accounting records. The Board may designate an independent certified public accountant or accountants, or a firm thereof, to conduct an audit of the books and records of the Corporation.

Section G. Liability for Unlawful Distributions.

Any Board Person or Officer who votes for or assents to any direct or indirect transfer of money or other property, or incurrence of any indebtedness, by the Corporation which is not permitted by law is personally liable to the Corporation for the amount of the distribution that exceeds what could have been distributed pursuant to law or these Bylaws if such conduct does not comply with the standards of conduct established under law or these Bylaws. For purposes of this section, a Board Person or Officer is deemed to have voted for a distribution if the Board Person or Officer was present at the meeting of the Board at the time the distribution was authorized and did not vote in dissent, or if the Board Person or Officer consented to the vote pursuant to a written consent in lieu of action taken at a meeting.

ARTICLE XI. CALENDAR YEAR

The fiscal year of the Corporation shall begin on January 1 and end December 31 of that same year.

ARTICLE XII. AMENDMENTS

These Bylaws may be altered, amended, or repealed and new Bylaws adopted, by the affirmative vote of a majority of those present at the annual or at any regular or special meeting of the Board at which a quorum is present if notice is given to the Board of the action contemplated in writing delivered personally or other electronic means to each Person of the Board at the address shown by the records of the Corporation, at least seven (7) days prior to such meeting. Action by the Board to alter, amend, or repeal a bylaw that changes the quorum or voting requirement for the Board must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

ARTICLE XIII. RECORDS AND REPORTS

Section A. Corporate Records.

The Corporation shall keep as permanent records minutes of all meetings of the Board, a record of all actions taken by the Board without a meeting, and a record of all actions taken by any committee of the Board in place of the Board on behalf of the Corporation. The Corporation shall keep a copy of the following records at its principal office: (1) its Articles of Incorporation, or any restatement thereof, and all amendments to them currently in effect; (2) its Bylaws and all amendments to them currently in effect; (3) resolutions adopted by the Board; and (4) a list of the names and contact information of its current Board Persons and Officers.

Section B. Inspection of Records by Board Person or Officers.

A Board Person or Officer of the Corporation is entitled to inspect and copy the books, records, and documents of the Corporation at any reasonable time to the extent reasonably related to the performance of the Board Person or Officer's duties as a Board Person or Officer, but not for any other purpose or in any manner that would violate any duty to the Corporation.

ARTICLE XIV. NOTICE

Section A. Forms of Notice.

Notice under these Bylaws must be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is considered written notice. Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail, or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.

Section B. Effective Date of Notice.

Written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the United States mail, if mailed postpaid and correctly addressed; or (c) on the date shown on the return receipt, or sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Oral notice is effective when communicated, if communicated in a comprehensible manner.