Non Profit Statement
In order to ensure an efficient and effective organization of the Orange County Lawmen, these by-laws are adopted to govern the actions of the Board and all the members of the organization to ensure the purpose and mission statement of the organizations is fulfilled. This organization has not been formed for the making of profit or personal financial gain. The assets and income of the Orange County Lawmen shall not be distributable to or benefit the Board members and/or general members. Nothing contained herein shall be deemed to prohibit the payment of reasonable compensation to independent contractors for services provided for the benefit of the organization. The Orange County Lawmen shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The Orange County Lawmen shall not participate in any political campaign in any manner. The Orange County Lawmen are organized exclusively for charitable purpose. These By-Laws will be publically posted on the organization’s website and a digital copy maintained on the organization’s share drive. The original signed document will be maintained by the Secretary.
By-Laws
Article I – Organization
A) Definitions
Article II – Meetings
A) Board Meetings:
Article III – Operations
A) Standing Rules and Procedures:
Article IV – Amendments
A) Amendments to By-laws
Article V – Equality
A) Discrimination
Article VI – Dissolution
A) Dissolution
A) Definitions
- Executive Board: President, Vice President, Secretary and Treasurer.
- Board of Directors: Director of Football Operations, Director of Public Relations, Director of Media, Director of Personnel, and Director of Fundraising.
- Board Member-at large: Board Members appointed by the Executive Board to assist the Board of Directors.
- The Board/Board Members: The Executive Board, the Board of Directors and Board Members-at large
- Good Standing Member: Players that have paid their full player fees for the season and current Board Members.
- Purpose – To lead, oversee and decide on all aspects of the organization and to ensure all actions are in concert with the purpose and mission statement of the Orange County Lawmen.
- Responsibilities and duties – The Board is responsible for all aspects of the organization. It is the Board’s duty to protect the organization in an ethical and legal manner to the best of their abilities. The Board is the final authority on all decisions made regarding the organization.
- Qualifications – Any person who has not been convicted of any felony or misdemeanor involving moral turpitude and will represent the organization professionally and ethically. No member of the current Coaching Staff will be eligible to hold a position on the Executive Board or Board of Directors or Board member-at large. If an emergency appointment is needed to the Coaching Staff, a Board member may be temporarily appointed to the Coaching Staff until the end of the season only.
- Annual elections and appointments – Annual Executive Board elections will be held in June, prior to the beginning of the fiscal year (July-June). Nominations for the Executive Board must be announced and made public to all good standing members at least 14 days prior to the elections. Any good standing member can make nominations, including themselves for any position on the Executive Board. The election will take place at the last Board meeting of the fiscal year (June). All good standing members present at the meeting will be allowed to vote for the nominated candidates only. Simple majority vote will determine the winner of the election. In case of a tie, the highest ranking Executive Board member-elect not involved in the tie will determine the winner. The newly elected Executive Board will appoint the Board of Directors and Board Members-at large at the first Board Meeting of the fiscal year (July). In the event of a tie, the President’s vote will count as two.
- Terms of Appointment – There is to be at all times a person appointed to all positions on the Executive Board. One term of all Board Members, (Executive, Directors, and at large) will last for one fiscal year (July-June) or until a successor has been voted in or appointed. There are no limits on how many terms a Board Member can serve.
- Leave of Absence – Any Board Member may take a “leave of absence” for any personal reasons for any length of time. In the case that a Board Member does take a leave of absence, they will not be counted as a Board Member for the purposes of a quorum and cannot participate in any vote. Upon return, their number will be counted towards a quorum and their voting power will be restored.
- Code of Conduct – The Board will represent the Lawmen in a professional manner at all times. All Board members will sign a Code of Conduct contract and will be held to the standards as agreed to. Violation of the Code of Conduct may result in removal from the Board and/or the organization.
- Removal/Vacancies – In order to remove any Board Member, three Executive Board Members must request a special meeting for the purpose of removal. The person subject to removal must be notified 10 days prior and be allowed to attend the special meeting to present a defense. Six out of nine votes from the Executive Board and Board of Directors is required for removal. Should an emergency appointment need to be made on the Executive Board due to resignation or removal, the highest ranking Executive Board member will appoint a successor to finish the term as soon as practical. Should an appointment need to be made on the Board of Directors due to resignation or removal, the President shall appoint a successor at the soonest practical time. The duties and responsibilities of the vacant Board of Director position shall fall under the Vice President until a successor is appointed.
- Order of Succession – The order of succession of the Executive Board is: President, Vice President, Secretary, Treasurer.
- President – Chief Executive Officer, Chairman of the Board. Shall form and convey the vision and direction of the organization, manage the organization and ensure all resolutions adopted by the Board are carried out. Presides over meetings, serves as spokesperson and represents the organization with other organizations.
- Vice President – Vice Chairman of the Board. Assist all executive decisions and assumes President’s duties in case of absence. Assume any Board of Director duties in case of vacancy. Completes assignments as needed.
- Secretary – Chief Administrative Officer. Maintains records of all members, activities and board meetings. Prepares any required reports and all official documents, including Board meeting minutes. Ensures all required paperwork is filed and maintained for non-profit status. Completes assignments as needed.
- Treasurer – Chief Financial Officer. Serves as the primary signatory on financial accounts, pays organization expenses, prepares budget and financial reports, maintains up-to-date financial records, collects and accounts for all income after all events. Completes assignments as needed.
- Director of Public Relations – Oversees market research, marketing planning, advertising, promotion and news releases. Coordinates Team and organization events and maintains contact with charities and beneficiaries.
- Director of Media – Oversees all media aspects including website, social media, video and photography. Responsible for complying with all video exchange aspects required by the NPSFL. Coordinates with Director of Public Relations.
- Director of Football Operations – Oversees all football operations including coaches, fields, equipment, and trainers. Ensures all NPSFL required items are properly addressed, including host and travel game arrangements and requirements.
- Director of Personnel – Oversees players and other volunteer members of the organization. In charge of recruiting and ensuring new players are qualified to play on the team. Coordinates volunteers and players for events and games.
- Director of Fundraising – Oversees all fundraising efforts including contacting sponsors, merchandise and fundraising events. Maintains contact with sponsors and ensuring all sponsor receive recognition as agreed to.
- Board Member –at large – Assist Directors as needed.
- The Director of Football Operations will oversee all Coaching Staff.
- No persons with any felony convictions, in accordance with NPSFL rules, or misdemeanor convictions involving moral turpitude will be eligible to participate as a Coach.
- A Head Coach shall be named based on the recommendation of the Director Football Operations and Board approval via vote.
- The Head Coach will be directly responsible for the Coaching Staff.
- The Head Coach will communicate directly with the Director of Football Operations regarding any issues, football related or not. If the Director of Football Operations cannot resolve the issue, the Executive Board will address the issue.
- The Head Coach and/or the entire Coaching Staff may be removed by recommendation of the Director of Football Operations and Board vote.
- The Director of Personnel shall be in charge of all volunteer and support staff.
- All volunteer and support staff will represent the Lawmen in a professional manner at all times, failure to do so may result in not being allowed to volunteer in the future.
- Board Committees may be formed by the President in order to assist in the operations of the organization.
- Board Committees will consist of Board Members only.
- A Chairperson, usually the Director, will be appointed to any committee and be responsible for presenting the findings and recommendations of the committee.
- The Board will determine the amount of each scholarship and the number of scholarships to hand out each year based on funds.
- The Scholarship Selection Committee will be determine the criteria for the Officer Bob Henry Memorial Scholarship.
- A Board Member will be selected as the Scholarship Selection Committee Chairperson and be in charge of organizing the selection process.
- The rest of the committee will consist of volunteers from the Board, general membership, surviving members from the Henry family that wish to be a part of the selection process and/or anyone else the approved by the Board.
Article II – Meetings
A) Board Meetings:
- Board meetings will be held monthly at a time and location to be determined.
- Board meetings are open to all general members of the Lawmen and date and time will posted on the team website in advance. The general public may attend meetings with prior approval from the President.
- A fifty percent or higher attendance of the Board, including at least two Executive Board members, shall be considered a majority, constituting a quorum. Attendance by proxy (i.e. Skype, conference call, etc.) is an acceptable form of attendance and participation. In the absence of a quorum, the board meeting shall be adjourned until a future date. If a quorum is represented, any business may be transacted.
- There shall be one designated Board Meeting a year for Annual Executive Board Elections. This meeting shall take place prior to the start of the fiscal year (July-June).
- Special meetings maybe requested by the President at any time.
- Board Meeting minutes will record the topics and attendees of the meetings and be maintained by the Secretary. Minutes will be posted on the share drive within one week of the meeting.
- All major decisions will be discussed and brought to a vote. The vote will consist of five total votes: one each from each Executive Board member (for a total of four votes) and a single vote from the Board of Directors and Board Members-at large (for one vote) determined by the simple majority vote of the Directors and Board Members-at large present. If the Board of Directors and Board Member-at large vote is split, their vote will be abstained from the final vote.
- If an urgent matter needs to come to a vote prior to a scheduled meeting, the President will request an Urgent Vote by electronic mail. The Urgent Vote process will take no less than 72 hours. All aspects and implications of the vote will be presented through electronic mail to all Board Members at least 24 hours prior to any Urgent Vote. The Board of Directors and Board Member-at large vote will be conducted in the second 24 hour period by replying back to all via electronic mail to determine the single vote as outlined in Article II, Section B(1). The Executive Board will then each place their vote by replying back to all via electronic mail within the final 24 hour period as outlined in Article II, Section B(1) to determine the final vote. All Board Members must place their vote within their designated time frame otherwise their vote will be abstained from the final vote. Votes cannot be changed once entered.
- Any vote ending in deadlock will be decided by the President.
- Any expenses in excess of $100.01 needs Board approval through the voting procedures outlined in Article II, Section B(1), (2) and (3).
- Executive Board Members are authorized to make financial transactions, for the Orange County Lawmen, up to and equaling $100.00, without a vote. The incurred expense must be justified at the next Board Meeting, accompanied with a receipt. Cash transactions should be avoided when possible. If personal funds are used to cover the expense, then funds will be reimbursed with Board vote and approval.
Article III – Operations
A) Standing Rules and Procedures:
- The Standing Rules and Procedures will be established to address and document day to day operations, policies and procedures of the organization not addressed in the By-Laws.
- The Standing Rules and Procedures will be established by the Board and ratified through Board vote.
- The Standing Rules and Procedures will be reviewed at the beginning of every fiscal year to determine the effectiveness and pertinence.
- The Standing Rules and Procedures may be amended or repealed at any time through Board vote only.
- The Standing Rules and Procedures will be posted on the share drive and given to all members of the organization with the annual distribution of organizational paperwork.
- Changes made to the Standing Rules and Procedures during the season will be delivered to the members of the organization through email as soon as practical.
- A reasonable amount of finances shall be maintained in the organization’s bank accounts for the purposes of operating throughout the year. The reasonable amount shall be determined by the Board at the beginning of the fiscal year.
- All use of funds must be used for the purpose of fulfilling the mission of the Orange County Lawmen. Funds may only be used in accordance to the guidelines outlined in Article II, Section B(4) and (5).
- All funds collected will be documented, accounted for and deposited into the bank account as soon as practical.
- Any funds collected at any event shall be turned over to the Treasurer at the conclusion of the event. It shall be counted and verified by at least two Board members. If the Treasurer is not present, then the order of succession of Executive Board members shall take on this responsibility of the money.
- A committee of two Board Members, not to include the Treasurer, shall be appointed by the President to perform an audit of the Lawmen financial accounts and logs every six months. The committee will review the financial accounts and logs ensuring accuracy over the previous six month period. The committee will create a written report only if there are any discrepancies that need to be addressed. If no discrepancies are found, a verbal report will be given. The findings of the committee will be provided at the January and July Board Meetings, respectively.
- The Board will determine which charities to work with and donate to each year. The charity must align with the values and mission of the Orange County Lawmen.
- Funds permitting, the Lawmen will award the Officer Bob Henry Memorial Scholarship to as many deserving graduating student-athletes which meet the criteria determined by the Scholarship Selection Committee as feasible.
Article IV – Amendments
A) Amendments to By-laws
- The By-Laws may be amended, altered or repealed by the Board by a majority of a quorum vote, as outlined in Article II, Section B(1), at any regularly scheduled or special meeting. A notice of proposal to amend the By-Laws will be given to all Board Members no less than 7 days prior to the meeting. The proposed amendment, alteration or repealed text shall be provided to all Board members present at the meeting that the vote is to take place.
Article V – Equality
A) Discrimination
- No form of discrimination based on race, ethnicity, national origin, color, gender, age, religion, marital status, sexual orientation, creed, or any other status protected by federal, state or local law will be condoned or tolerated within the organization. Violation of this section is ground for removal from the organization.
Article VI – Dissolution
A) Dissolution
- In the event of dissolution of the organization, the assets shall be applied and distributed as follows: