Originated: January 12, 2005
Amended: November 18, 2009
Amended: October 28, 2010
Amended February 12, 2016
Amended November 19, 2019
Steel City Dragon-Boat Association, Inc.
Bylaws of the Corporation
Article I: Name & Purpose
Section 1
The name of the organization is the Steel City Dragon-Boat Association, Inc. (Corporation)
Section 2
The Corporation is organized exclusively for charitable and educational purposes. Specifically, the Corporation is established to promote and develop the sport of Dragon-Boat racing and paddle-sports in general for all levels of interest and participation, within a diverse and multi-cultural organizational environment that is open and available to all without regard to age, race, cultural heritage, athletic ability, or economic circumstances.
Amendment 1: Added November 19, 2019
Specifically, the Corporation is established to promote and develop the sport of Dragon-Boat racing and paddle-sports in general for all levels of interest and participation, within a diverse and multi-cultural organizational environment that is open and available to all aged 10 and over, without regard to race, gender or gender identity, cultural heritage, athletic ability, or economic circumstances.
End Amendment
Section 3
The Corporation is dedicated to implementing a comprehensive dragon-boat based paddling education and racing curriculum founded in outstanding training, individual and team development, community enrichment, and premier competition at regional, national, and international levels.
Amendment 1: Added November 18, 2009
The Corporation is dedicated to implementing a dragon-boat based program, which encompasses a health, fitness and support system for breast cancer survivors (BCS). While the program is designed for BCS, all members of the organization may participate and benefit from parallel, non-BCS specific aspects of the program. Additionally, the BCS program will be structured to serve the community at large through educational activities that promote health and fitness as a path to cancer survivorship.
End Amendment
Section 4
The Corporation is established exclusively for charitable and educational purposes without private benefit to any affiliated persons including individuals who have or may have a relationship of any kind with the Corporation that may enable said persons to influence the activities of the Corporation.
Section 5
The Corporation does not and will not engage in political activities nor will it attempt to influence legislation through lobbying activities, support of political candidates, and participation in political campaigns.
Amendment 3: Revised February 12, 2016
Section 6
“Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization(s) under section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Directors or governing staff shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of Allegheny County, exclusively for such purposes as said Court shall determine which are organized and operated exclusively for such purposes.”
End Amendment
Article II: Membership
Membership consists of the members of the Board of Directors (Board).
Article III: Meetings
Section 1
Annual Meeting – The date of the regular annual meeting shall be set by the Board who shall also set the time and place. The date of the annual meeting shall be after October 15 and before December 15 of each year.
Section 2
Special Meetings – any member of the Board may call for special meetings of the Board or the Executive Committee.
Section 3
Notice – Notice of each meeting shall be given to each member by electronic mail or by telephone not less than seven days before the meeting.
Article IV: Board & Executive Committee
Section 1
Role of the Board – The Board is responsible for overall policy and for providing direction of the Executive Committee. The Board delegates responsibility for day-to-day operations of the corporation to the Executive Committee, to the Executive Committee chairperson, and to various operating committees.
Section 2
Size – The Board will have no fewer than five and no greater than fifteen members.
Section 3
Compensation – Board members will receive no compensation for their service as a Board member other than reasonable expenses.
Section 4
Meetings – The Board will meet at least once per year at an agreed upon time and place. The annual meeting of the Board will be open to all persons with an interest in the affairs of the Steel City Dragon-Boat Association, Inc.
Section 5
Board Elections – Election of new officers and directors or election of current officers and directors to subsequent terms will occur as the first item of business at the annual meeting of the corporation. Officers and directors will be elected by a majority vote of the current directors.
Amendment 2: Revised October 28, 2010
Section 6
Terms – Board members shall serve a one-year term, which term is concluded on December 31 of the year following the year of election. Board members are eligible for re-election to subsequent terms.”
End Amendment
Section 7
Quorum – To establish a quorum, Board and Executive Committee meetings must be attended by at least two thirds of the Board or Executive Committee members before business can be transacted or motions made or passed.
Section 8
Notice – An official Board meeting requires that each Board member have written notice seven days in advance.
Section 9
Executive Committee – There will be no fewer than three or more than five members of the Board that compose the Executive Committee. They are the Chairperson, 1st Vice-Chairperson, 2nd Vice-Chairperson, Secretary, and Treasurer. One individual may occupy more than one but no more than two of the seats on the Executive Committee, except that the Chairperson may not concurrently occupy a Vice-Chairperson’s seat nor concurrently serve as Secretary, and the 1st Vice-Chairperson’s and 2nd Vice-Chairperson’s seats may not be occupied by the same individual concurrently.
Section 10
Function of the Executive Committee Members:
Section 11
The Chairperson will convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: 1st Vice-Chairperson, 2nd Vice-Chairperson, Secretary and Treasurer.
Section 12
The 1st Vice-Chairperson, followed by the 2nd Vice-Chairperson, will assume the duties of the Chairperson in the event that the Chairperson is unable to discharge said duties, until such time as a duly elected successor Chairperson has been named.
Section 13
The Vice-Chairpersons will chair committees on special subjects as designated by the Board.
Section 14
The Secretary is responsible for establishing and keeping records of incorporation, of Board actions including overseeing the taking of minutes at all Board meetings, distributing meeting announcements, distributing copies of minutes and the agenda to Board members, and assuring that corporate records are correctly maintained and preserved.
Section 15
The Treasurer will make a report of the corporation’s financial position at each Board meeting. The Treasurer will chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 16
Executive Committee Duties – The Executive Committee conducts the day-to-day business of the corporation.
Section 17
Vacancies – When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations will be distributed to Board members with the regular Board meeting announcement, to be voted upon at the next scheduled Board meeting. In the event that an existing or pending vacancy would result in the number of remaining members falling below the minimum, the Secretary or in the absence of the Secretary the 1st Vice Chairperson, will call an emergency vote for a replacement member. Vacancies will be filled only to the end of the resigning Board member’s term.
Section 18
Resignation, Termination, and Absences – Resignation from the Board must be in writing and received by the Secretary. A Board member will be dropped for excess absences from the Board if they have failed to attend three consecutive meetings. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 19
Special Meetings. Special meetings of the Board will be called upon the request of the Chairperson or not less than one-third of the Board. Notices of special meetings will be distributed by the Secretary to each Board member at least seven (7) days in advance of the meeting.
Article V: Committees
Section 1
Committee Establishment. The Board is empowered to create and to dissolve standing and ad hoc Board committees as needed. The chairperson of the Board is empowered to appoint and revoke the chair of committees.
Section 2
Executive Committee. The Executive Committee is composed of the officers of the corporation. Except for the power to amend the Articles of Incorporation and the Bylaws, the Executive Committee has all of the powers and authority of the Board in the conduct of the business of the Corporation, subject to the direction and control of the Board.
Section 3
Finance Committee. The Treasurer is chair of the Finance Committee, which includes two other Board members. The finance committee is responsible for developing and reviewing fiscal procedures, for adopting a fundraising plan, and for establishing the annual budget.
Section 4
Operating Committee. The 1st Vice Chairperson is chair of the operating committee, which includes no fewer than three or more than five Board members, one of which is the Treasurer.
Article VI: Budget & Finance
Section 1
The Board must approve the budget, and all expenditures must be within the budget. Any change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the Board members and to the public.
Article VII: Amendments
Section 2
These Bylaws may be amended when necessary by a two-thirds majority of the Board. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.