Bylaws of Utah Ultimate Disc Association
Name and Offices
- Name. The name of the corporation shall be Utah Ultimate Disc Association (henceforth known as UUDA or Utah Ultimate). The name of the corporation may be changed upon two-thirds (2/3) vote of the Board of Directors.
- Office. The principal office of UUDA shall be located at 543 South 900 East, Unit A15. The principal office may be changed by a majority vote of the Board of Directors.
UUDA is to act as a regional resource promoting growth and development in the sport of ultimate, providing opportunities to play and learn embracing the “spirit of the game”, and participating in community service.
UUDA has been organized, pursuant to the Utah Non-profit Corporation and Cooperative Association Act, as a non-profit corporation to operate within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.
Board of Directors
- Number. UUDA shall have five Directors. The number of board members may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent board member.
- Meeting participation. Regular board meetings will be held at the Directors’ residences. One or more Directors may participate in the meeting by means of telephone or video, allowing all Directors to hear and speak to one another. Such participation constitutes presence in person at the meeting.
Any Director may authorize another member of the Board to vote for him or her in any vote of the Board. Such proxy shall be in writing, shall be signed by the Director, shall be for a specific meeting or action, and shall be revocable at the Director’s pleasure.
Directors may make proposals and vote on them by telephone or email. Any such votes shall be part of the public record and a record shall be maintained by the Secretary.
- Term and Office. Each Director shall serve a two-year term from the date of his or her installment. President, Vice President, and Treasurer start a two-year term on odd years (e.g., 2011); Secretary and At-Large Member(s) start a two-year term on even years (e.g., 2012). An elected member’s term begins in the January meeting following the November elections.
- Removal and Resignation. UUDA Directors can be removed from the Board by a two-thirds (2/3) vote of the Board. Cause for removal includes, but is not limited to, behavior or statements detrimental to UUDA or failure to attend fifty (50) percent of the scheduled meetings in a twelve (12) month period.
A Director may resign at any time by giving written notice to the Board. Any such resignation shall take effect as of the receipt of such notice or a time specified therein. The acceptance of the resignation shall not be necessary for it to be effective.
- Vacancies. While vacancies in the Board of Directors may be filled by the affirmative vote of a majority of the remaining members. A board member so appointed to fill any vacancy will remain on the Board for the remainder of the term.
- Quorum. A majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.
- Annual Meeting. The Board shall conduct an annual meeting every November that is open to the public to present UUDA’s annual report to the community. These meetings will be held in public venues such as the Salt Lake City Public Library Main Branch.
- Personal Loans. UUDA shall not loan money or credit to its board members.
- Disbursements. UUDA shall not make any disbursements of income to any board member.
- Insurance. UUDA shall provide insurance to indemnify the officers and the members of the Board.
- Initial Board of Directors. The initial UUDA Board of Directors shall be:
- Simon Pugh, President until January, 2013
- Ryan Segal, Vice President until January, 2013
- Emily Baker, Treasurer until January, 2013
- Erin Johnson, Secretary until January, 2012
- David Hulet, Member at Large until January, 2012
Officers and Roles
- Designation. The officers of UUDA shall be a President of the Board, a Vice President of the Board, a Secretary, and a Treasurer. No member may hold more than one office at the same time. Additional Directors will be Members at Large.
- Duties of the President. The President shall be the chief officer of UUDA and shall have the following duties: (a) Serve as the Chair of the Board of Directors and call and preside at all meetings; (b) act as chief liaison with the Board of Directors to establish Bylaws and operational procedures for UUDA; (c) work with the Board of Directors to ensure that all administrative processes are in place; (d) construct formal statements and responses regarding matters of importance to UUDA; and (e) perform duties as prescribed by the President or Board of Directors.
- Duties of the Vice President. The Vice President shall serve under the direction of the President and have the following duties: (a) serve as President in the event the President is absent, disabled, or unable to serve; and (b) perform duties as prescribed by the President or Board of Directors. It is the intent of the Board that after serving as Vice President the Vice President shall serve a term as President.
- Duties of the Secretary. The duties of the Secretary shall be: (a) arrange, record, and publish minutes for all board related meetings; (b) work with the board to ensure that accurate records are kept; (c) work with the President to ensure that all meetings have an established agenda and ensure that Directors have the agenda in time to prepare for the meeting; and (d) ) perform duties as prescribed by the President or Board of Directors.
- Duties of the Treasurer. The duties of the Treasurer shall be: (a) direct the establishment of proper accounting procedures for UUDA funds; (b) ensure that all funds are properly managed and sign all checks, notes and orders for the payment of money authorized by the Board of Directors (any cost* greater than $200 must be voted on by the Board); (c) advise the Board regarding finances of UUDA and present a report on the financial affairs of UUDA at the annual meeting; (d) oversee performance of annual audits; (e) perform duties as prescribed by the President or Board of Directors.
- Duties of the Member(s) at Large. The Member(s) at Large are expected to vote on all matters attended to by the Board of Directors and perform duties as prescribed by the President or the Board of Directors. A designated Member at Large will also chair the Communication Committee.
- Appointment. The Board of Directors, by resolution adopted by a majority vote by the board members in office, may institute committees to carry out various functions answerable to the board. These committees serve at the discretion and pleasure of the board.
- Committee Members. Each committee shall consist of at least one board member. Additional committee members may be persons outside UUDA, including community members, sports officials, and other interested parties.
- Policy. Each committee shall propose policy to the board for approval. Once approved, the policy shall be kept by the Secretary.
- Chair. The President of the Board shall appoint the Chairperson of each committee.
- Power to Amend. Only the Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of UUDA.
- Vote. All amendments to the Bylaws require a 2/3 vote of the board.