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WUDi Bylaws

ARTICLE I. NAME

The name of the organization shall be Westchester Ultimate Disc, Incorporated, hereinafter referred to as WUDi.

ARTICLE II. PURPOSE

The purpose of WUDi shall be to promote the growth and development of flying disc and other disc-related sports in the New York metropolitan area through the sponsorship and/or coordination of recreational leagues, flying disc tournaments, and educational displays and demonstrations.

ARTICLE III. MEMBERSHIP

  1. Qualifications for Membership
    Membership in WUDi shall be open to any and all enthusiasts of flying-disc and disc-related sports, conditioned only on the timely payment of membership dues in such amounts as may be determined by the Board of Directors from time to time. Membership in WUDi and the opportunity to participate in WUDi leagues, tournaments, events and activities shall be provided on an equal basis without regard to race, color, religion, sex, age, sexual orientation or national origin, except that WUDi maintains the right to establish minimum age requirements for participation in WUDi leagues, tournaments and events in order to protect, in WUDi's sole discretion, the safety of league, tournament and event participants. Membership may be suspended or prohibited for disciplinary reasons, at the discretion of the Board of Directors, as set forth below in Article VIII.

  2. Term
    The term of membership shall be on an annual basis for all members.

  3. Vote
    Each member shall have one vote in matters requiring a vote of the membership. There shall be no voting by proxy.

  4. Meetings of Members
    The annual meeting of the Membership shall be held prior to April 15th of each year, but as soon after the beginning of the calendar year as is practicable. The Corporate Director shall call the annual meetings. Special meetings may be called by the Board of Directors. Notice of all special and annual meetings will be announced at least one week in advance by e-mail and posted online on WUDi's website. The presence of at least twenty-five members shall constitute a quorum necessary for the transaction of any business at any Membership meeting.

  5. Hold harmless
    Each member, as a condition of his or her membership, agrees to hold WUDi and its directors, officers, members, coordinators, agents, volunteers and consultants harmless from claims of any kind, nature or description arising out of the member's participation in or observance of any game, tournament or event sponsored or coordinated by WUDi.

ARTICLE IV. DIRECTORS

  1. Governing Body
    WUDi shall be governed by a Board of Directors which consists of the three officers and two at-large members, as elected under the Bylaws. Terms for members of the Board of Directors shall commence following their election by a simple majority at an election conducted online on WUDi's website prior to the end of the calendar year, but in no event any earlier than October 1st or later than December 15th in any year.

  2. Election of Board Members
    The three officers elected by vote of the Membership shall be: Corporate Director, Treasurer and Secretary. Two at-large members shall also be elected by vote of the Membership. For the first election following the adoption of these bylaws, the Corporate Director and Treasurer shall be elected for two-year terms, and the Secretary and the two at-large members shall be elected for one-year terms. For every election thereafter, all board positions shall be elected for two-year terms. A person may hold no more than one officer or at-large position simultaneously on the Board. Vacancies shall be filled by the Board by majority vote to serve the unexpired terms.

  3. Meetings of the Board
    The Board shall meet from time to time when deemed necessary by the Corporate Director. A quorum shall be at least three-fifths of the Directors. Members of the Board may hold or participate in a meeting of the Board by means of conference telephone or similar communications equipment provided that all such persons so participating in such meeting can hear each other at the same time.

  4. Removal of Officers/Directors
    Officers and/or Directors may be removed from office upon a two-thirds vote of all voting members present at a special meeting. Upon removal, written notice will be given by the Corporate Director. A member of the Board of Directors may resign from the Board at any time by giving 30-day notice in writing to the Corporate Director.

  5. Vacancies
    All vacancies of the Board of Directors, whether caused by resignation, removal, death or otherwise, may be filled by the affirmative vote of a majority of the remaining board members though less than a quorum of the Board of Directors. A board member so appointed to fill any vacancy shall hold office until resignation, removal or until they fulfill their term.

ARTICLE V. OFFICERS

  1. Corporate Director
    The Corporate Director shall be the chair of the Board of Directors and shall in general supervise and control all of the business and affairs of WUDi. The Corporate Director shall preside at all meetings of the Board and Membership. The Corporate Director shall be authorized to sign contracts, leases and other required documents with the approval of the Board. The Corporate Director shall not, however, have access to WUDi's financial holdings (money in WUDi-owned bank accounts). In general, he or she shall have all of the powers incident to the office of Corporate Director and such other duties as may be prescribed from time to time by the Board of Directors.

  2. Secretary
    The Secretary shall keep the minutes at all meetings of the Board and Membership; see that all notices are duly given in accordance with the porviisions of these bylaws or as required by law; be custodian of WUDi's corporate records, and maintain all other legal documents, records, and correspondence of WUDi. In general, he or she shall have all of the powers incident to the office of Secretary and such other duties as may be prescribed from time to time by the Corporate Director or the Board of Directors.

  3. Treasurer
    The Treasurer shall keep, or direct another to keep, WUDi's accounting records. From time to time at the request of the Corporate Director or the Board of Directors, but in any case no less than once per year, the Treasurer shall prepare and submit to the Board statements of WUDi's financial condition. Periodically the Treasurer shall review the budget to ensure compliance with the approval of expenditures and financial policy of the Board. The Treasurer shall be responsible for the preparation of the annual budget for consideration by the Board. In general, he or she shall have all of the powers incident to the office of Treasurer and such other duties as may be prescribed from time to time by the Corporate Director or the Board of Directors.

  4. Advisors
    The Board of Directors may appoint, as the Board shall deem necessary or expedient, such Advisors who shall hold their office as Advisor for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

ARTICLE VI. INDEMNIFICATION

WUDi officers, directors and advisors shall not be individually liable or personally liable for the debts, liabilities, or obligations of WUDi.

Each officer, director and advisor shall be indemnified by WUDi against all reasonable costs and expenses including counsel fees, actually and necessarily incurred by or imposed, in connection with defense of any action, suit or proceeding to which the person is a party because of his or her past or present position with WUDi; however, in any matter in which the person is adjudged to have been liable for gross negligence or misconduct in the performance of duties and judgment is not reversed, WUDi is not obligated to indemnify the person. In the event of the settlement of any such action, suit or proceeding, prior to final judgment, WUDi shall also make the reimbursement for payment of costs paid to or to be paid in settling interests of WUDi in the opinion of the majority of the directors who are not involved, or if all directors are involved, in the opinion of independent legal counsel selected by the Board. No WUDi officer, director or advisor shall be liable to any other officer, director or advisor for any acts performed in connection with their past or present position with WUDi, unless that person is adjudged to have been liable for gross negligence or misconduct in the performance of duties and judgment is not reversed.

ARTICLE VII. AMENDMENTS

These Bylaws may be amended, repealed or altered in whole or in part by a vote of the Board of Directors. The affirmative vote of at least three-fifths of the members of the full Board, whether present and voting or not, shall be required for any amendment, repeal or alteration of these Bylaws. The membership shall be notified of any such action by the Board on the website within one week following such action. Proposed amendments to the Bylaws may be submitted to the Board by any member at any time. The Board shall be required to submit any such proposed amendment for a referendum by the membership if such proposed amendment is accompanied by the signatures of fifty or more WUDi members in good standing in support of such proposed amendment. Any such vote shall be conducted online on WUDi's website. A two-thirds vote of the members voting shall be required for passage of a proposed amendment in any such referendum.

ARTICLE VIII. DISCIPLINE

WUDi requires all members, in every disc-related activity or event, to adhere to the following conduct policy.

  1. Code of Conduct
    WUDi members are expected to behave in a manner consistent with the ideals of sportsmanship and Spirit of the Game during the course of WUDi events, including league and tournament play, and including all on-the-field and off-the-field interactions. Players and teams are expected to treat one another with respect, to conduct themselves in a safe and orderly manner and, while playing, to adhere to WUDi rules and regulations, as well as the rules and regulations of the game of ultimate. At a minimum, WUDi will not tolerate any act of intentional violence during WUDi events, nor will it tolerate conduct that grossly violates the Spirit of the Game.

  2. Conduct Committee
    Conduct policy violation complaints shall be reviewed by the WUDi Conduct Committee. The Conduct Committee shall consist of seven members consisting of the coordinators of each of the then-existing summer leagues, as well as at-large members appointed by the Board. At least two members of the committee must be women and at least two members must be men. The Board shall designate one of these seven members to be Chairperson of the Conduct Committee, which person shall be charged with ensuring that the Conduct Committee reviews complaints and renders decisions in a timely manner, as set forth below. A quorum of five members, at least one of whom is a man and one of whom is a woman, is required for final decisions regarding complaints.

  3. Complaint Process
    A complaint against a player or team can be filed by any member or group of members who have witnessed the conduct in question, and must be filed within seven days following the alleged conduct. Complaints must be submitted via email to the Conduct Committee in order to begin the complaint review process. The Conduct Committee shall conduct an investigation of the alleged incident(s) as it deems necessary and sufficient in its sole discretion, and shall render a decision via email to the complainant(s) and the member(s) against whom the complaint was filed as soon as is practicable, but in no event later than seven days from the date the complaint was filed. The decision shall set forth the Conduct Committee's determination as to whether a member or team has violated the Code of Conduct and, if so, what sanctions, if any, shal l be administered. Sanctions may include, but are not limited to, suspension from game(s) and or expulsion from participation in WUDi events. In determining sanctions against a member, the Conduct Committee may take into consideration prior instances of the member's conduct.

  4. Right to Appeal
    A member whom the Conduct Committee has determined to have violated the Code of Conduct may appeal the Conduct Committee's decision, in whole or in part, by submitting an appeal to WUDi Board of Directors. Appeals must be submitted via email to the Board, and must be requested within three days of the Conduct Committee's decision. The Board shall review the Conduct Committee's decision and either affirm, reverse or modify that decision, in whole or in part, by a majority vote. The Board's decision on any appeal shall be rendered via email as soon as is practicable, but in no event later than five days from the date the appeal was filed. The Board's decision on any appeal is final and may not otherwise be challenged.

    While an appeal is pending, any sanction that has been set forth in the Conduct Committee's decision shall be stayed up until such time as the Board renders its decision on appeal.

    Should a complaint, or complaints, be filed against any member(s), of the Conduct Committee or Board of Directors, that person(s) shall remove themselves from all discussions about the complaint, and not have any vote in the determination of that complaint. Where the complaint involves a member(s) of the Conduct Committee, the Board of Directors shall appoint an individual(s) to sit on the Conduct Committee solely for the determination of that complaint. Where the complaint involves a member(s) of the Board of Directors, the remaining members of the Board of Directors shall appoint an individual(s) to sit with the Board solely for the purposes of any appeal.

  5. Membership Notification
    In the hopes that public disclosure of such events, including their resolution, will serve as educational and philosophical guidance to WUDI membership regarding mutually-shared expectations of good spirited exercise and competition amongst the WUDi membership, all Conduct Committee and Board appeal decisions shall be posted on the WUDi website in abstract form (names changed), for the WUDi membership to review for their own personal thought and reflection.

ARTICLE IX. MISCELLANEOUS

  1. Rules
    The rules used in all WUDi events, leagues or tournaments shall be the same rules as those established and maintained by the Ultimate Players Association. The Board, however, may amend any such rule and adopt and implement any event, league or tournament-specific rule.

  2. Interpretation
    By virtue of becoming a member, all members agree that in matters related to the interpretation of these by-laws and/or policies passed by the Board, the Board is the best and final authority.

  3. Depositories/Investments
    The moneys and investment accounts of WUDi shall be deposited in the name of WUDi in such bank or banks, trust company or trust companies, or brokerage or investment management firms as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money, or sold or otherwise disposed of by an order signed by such persons and in such manner as may be determined by resolution of the Board of Directors.

  4. Loans and Disbursements
    WUDi shall not loan money or credit, or make any disbursements of income, to any Board member or Advisor. No salary shall be paid to Board members or advisors for their service.


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