GUILDERLAND POP WARNER
FOOTBALL ASSOCIATION INC.
P.O. BOX 72
GUILDERLAND, NY 12084
Corporate Bylaws
revised
March 2010
GUILDERLAND POP WARNER FOOTBALL ASSOCIATION INC.
CORPORATE BYLAWS
Article 1 Section 1
The organization shall be known as the Guilderland Pop Warner Football Association Incorporated and shall be governed by the rules and regulations established within these Bylaws together with the rules and regulations of the Capital District Pop Warner Football Association (CDPWFA) and its successors.
Article 1 Section 2
The purpose of the Guilderland Pop Warner Football Association Inc. is to organize, operate and encourage among youths of the Town of Guilderland, Albany County, interest in recreational athletics in general, including cheerleading and in the sport of football in particular. It is the purpose of the organization to advance the development of the characteristics of honesty, self-discipline, team play and self-reliance; to provide for the mutual assistance, enjoyment, entertainment and improvement of its members socially and physically by encouraging them to participate in athletics, cheerleading and physical recreation in general and in the sport of football in particular and to do any and all things necessary and lawful for the accomplishment of these purposes.
Membership
Article 2 Section 1
Any youth meeting the requirements set forth in the rules of the CDPWFA who resides within the jurisdictional limits of this organization, or within the jurisdictional districts of any area without their own Pop Warner Association, shall be eligible to participate in the Guilderland Pop Warner Football Association Inc. and shall be classified as a member of the organization.
Article 2 Section 2
Membership shall be open to any person who manifests an interest in active participation in the work of this organization and will immediately be subject to all rules and regulations as set forth in these Bylaws.
Article 2 Section 3
Those individuals who serve the organization in the capacity of an officer or as a member of the Board of Directors shall be granted membership status.
Article 2 Section 4
The Board of Directors may suspend the voting rights or terminate the membership of any member for any rule infraction or for failure or refusal to actively participate in the functions and programs of the organization.
Article 2 Section 5
A participant in Guilderland Pop Warner shall be placed at the lowest team level of competition for which he/she qualifies. The participant, with parent approval, may request to advance to the next highest level of competitiveness. If the Coach at the lowest level and next highest level to which the player may advance approve, then the request shall advance to the Football or Cheer Coordinator. If the coordinator, coaches, or parents, disagree with the determination to advance to a higher level of competition, then the issue shall be determined by the Board of Directors after hearing a presentation by the coordinator, coaches and parents. A board quorum is required for a final decision. This quorum must include all members of the Executive Committee.
Article 2 Section 6A decision by the President can be appealed. Appeals will be directed to the Executive Committee of the board, shall be in writing and provide additional information as deemed appropriate. Rights of due process including providing oral or written correspondence or testimony, appearance before the Executive Committee or offering witness correspondence or testimony is preserved in full. Decisions by the Executive Committee require a majority vote.
Board of Directors and Officers
Article 3 Section 1
The affairs of the corporation shall be carried on and managed by its Board of Directors.
Article 3 Section2
The Board of Directors shall consist of the following members: President, Vice President, Secretary, Treasurer; Player Football and Cheerleading Coordinators and any others as deemed necessary. The total membership of the Board of Directors shall not be less than (7) seven nor more than (15) fifteen members.
Article 3 Section 3
All Members of the Board elected at the annual meeting shall be elected to serve two (2) year terms. Seven (8) Directors shall be elected to serve two (2) year terms from the annual meeting beginning every other year. Six (7) Directors shall be elected to serve two (2) year terms from the annual meeting of alternating years. The Seven (7) or (8) Directors elected by the Membership at the annual meeting shall be those individuals with the highest vote totals.
In calendar year 2010 the Board shall be expanded to 15 members. The additional two members will be selected by the Association in a special election to be held at the April 2010 Board Meeting. The new member with the highest total of votes will serve a two year term ending in December 2011. The next highest vote getter will serve a one year term ending in December 2010. This will result in eight (8) or seven (7) Directors elected by the Membership at the annual meeting.
In the absence of at least three viable candidates for the April 2010 special election, these new board positions will not be filled until January 2011.
In calendar year 2019 the Board of directors shall be expanded to include 3 Ex Officio members. The ex officio positions will be immediate past officers or members whom at the discretion of the board may be appointed as non voting (ex officio) advisors to the board. The number of Ex Officio members shall not exceed three (3).
Article 3 Section 4
A majority of the elected board members shall constitute a quorum. The President or majority of the board members, may call a special meeting of the board, provided, notice thereof has been given to all of the board members. A vacant or unfilled board position shall not be counted in arriving at a quorum for the conduct of association business. The enactment of board policy shall be effective upon a majority vote of those board members present at a duly constituted Board meeting.
Article 3 Section 5
Any vacancy on the board, shall, if possible, be filled by the board for the remainder of the unexpired term.
In April, 2022 the board voted to amend stating that a new board member can be elected into a vacated board sport to serve the remainder of the open term.
Article 3 Section 6
The officers of the corporation shall be the President, Vice President, Secretary and Treasurer. These officers make up the entire Executive Committee.
In May 2022, the board voted to add two (2) new executive board positions; football coordinator and cheer coordinator. Votes will be counted by person not by the board seat. (If a board members holds 2 seats on the executive board ie. Vice Pesident and Football Coordinator, they will have 1 Executive board vote).
Article 3 Section 7
The duties of the officers shall be as follows:
President: The President shall be chief executive of the corporation; he/she shall have the general management of the corporation, and shall see that all orders, resolutions and policies of the board are carried into effect. The President shall also be the Head Commissioner of the organization and he/she or his/her designee shall attend all CDPWFA meetings, and any other meetings required by the CDPWFA, and shall be the liaison between the corporation and the CDPWFA.
As liaison, the President cannot act independently of the corporation. All matters related to disciplinary issues between the corporation membership and Capital District Pop Warner Association must be presented to the Board of Directors prior to resolution.
All requests that business be placed on the agenda for action or discussion by the Board of Directors shall be submitted to the President not later than five days prior to the regular scheduled date of the Board meeting.
Vice President: The Vice President, during the absence or disability of the President, shall have the powers, duties and authority of the President.
Secretary: The Secretary shall keep minutes of the Board of Directors and also the minutes of the membership meetings. He/she shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the Board of Directors may direct. He/she shall attend to such duties incidental to his/her office.
Treasurer: The Treasurer shall have care and custody of all funds, and security of the corporation, and shall deposit said funds in the name of the corporation in such bank, or trust company as the directors may elect. He/she shall sign all checks, drafts, notes or orders for the payment of money which shall be authorized by the Board of Directors and which shall be countersigned by another authorized officer, director or both. At the end of each year an audit will be conducted of all accounts of the corporation. The audit will be completed by a committee appointed by the President. The results of said audit will be presented in writing no later than one month after the annual meeting of the members. At the annual meeting, he/she shall also present the annual report, setting forth the current and future projected financial condition of the corporation.
Execution of checks, drafts, notes or orders for payment of money may be signed by either the President, Vice President or Secretary and co-signed by the Treasurer.
Should insure that contracts entered into by the corporation, with approval of the Board, shall be signed by the President or in his/her absence by the Vice President by authority of the Board of Directors.
The Treasurer shall have custody of the organization’s checkbook and shall prepare monthly financial reports for review and consideration by the Board of Directors.
Article 3 Section 8
At least two months prior to the annual meeting a nominating committee shall be appointed at the regular meetings of the Board of Directors. Nominations to the Board of Directors shall be submitted by the annual awards banquet and voted on at the annual meeting.
Article 3 Section 9
A special meeting of the Board of Directors may be called to order upon three days written notice or electronically transmitted by the secretary within twenty-four hours of the special meeting. The corporation is authorized to provide notice by electronic transmission of the Board of Directors meetings. The procedures and conduct of meetings of the Board of Directors shall be made pursuant to Roberts Rules of Order.
Article 3 Section 10
The Board of Directors of the organization shall not be allowed to vote by proxy on any business conducted by the Board.
Article 3 Section 11
The annual meeting will take place prior to the first regularly scheduled Board of Directors meeting after the annual awards banquet. Notification of the annual meeting will be made during the awards banquet and be open to all members of the association.
Article 3 Section 12
The Board will elect the officers from among the members of the Board of Directors. This election shall take place at a meeting of the Board of Directors at the conclusion of the annual meeting.
Amendments to Bylaws
Article 4 Section 1
The corporation Bylaws may be amended or repealed at any duly constituted meeting by a two-third (2/3) majority of all voting members of the Board of Directors present provided the amendments have been submitted in writing at the previous duly constituted meeting.
Termination of Membership
Article 5 Section 1
The membership of regular members or Board members may be terminated by resignation.
Article 5 Section 2
Membership of a regular member may be terminated by the Board of Directors in accordance with the following procedure:
Any regular member whose actions are deemed to be detrimental to the local league should be notified of the specific nature of the complaint and be given an opportunity to appear at a meeting of the Board of Directors to answer such complaint.
Thereafter the Board of Directors, by majority vote of those present at the meeting, for which action was taken, may terminate the membership of such member.
Membership of a player, cheerleader or any other member may be terminated by the Board of Directors for violation of any rules and regulations of the Guilderland Pop Warner Football Association Inc. or the CDPWFA.
Standing Committee
Article 6 Section 1
The following coordinators are necessary for the operation of the organization in keeping with our objectives and all rules of the CDPWFA and the organization Bylaws:
Player Coordinator: Shall record all player transactions and maintain an accurate and up-to-date record thereof. Player coordinator shall receive and review applications for player candidates and assist the President in verifying residence and age eligibility. Player Coordinator shall monitor team rosters and all other player transactions or selection meetings. Player Coordinator shall prepare and maintain the master roster of players and furnish coaches and the Board of Directors with an initial team roster and shall maintain all player registration forms for all divisions within the association.
Football Coordinator: Shall be responsible for coordinating all football team activities and communication with GPW Board of Directors regarding matters pertaining to the Football program, and for seeking Board approval on major activities. The Football Coordinator shall solicit head coaches for the football program and participate in the selection of qualified coaches for each level of play. The Football Coordinator shall perform all duties assigned him/her by the President.
Cheerleading Coordinator: The duties and responsibilities of the Cheerleading Coordinator shall be the same as that for the Football Coordinator except that they shall pertain only to the conduct and oversight of the Cheerleading Program.
The Cheerleading Coordinator will also represent the association at all required Capital District Pop Warner (CDPW) Meetings as required by CDPW. The Cheerleading Coordinator shall also preside over the distribution and collection of equipment to cheerleaders and coaches of all game materials. The Coordinator will present the equipment inventory prior to equipment distribution with final accounting by the annual banquet.
Football Equipment Coordinator: Shall preside over the distribution and collection of equipment to football players and coaches of all game materials. The Coordinator shall maintain an up-to-date inventory. All equipment must be logged in or out. The Coordinator will present the equipment inventory prior to equipment distribution with final accounting by the annual banquet.
Fund Raising Coordinator: Shall be charged with the responsibility of coordinating and obtaining the information relative to the association’s raising of funds, locations for the conduct of the fund raising activities and such other and further duties that would assist the organization in raising funds for the operation of the league.
Coaches, Advisors and Commissioners
Article 7 Section 1
Head Coaches will be annually selected by the Football Coordinator and approved by the Board of Directors no later than March 30 of the current year (if possible).
Article 7 Section 2
Cheerleading coaches will be selected by the Cheerleading Coordinator and approved by the Board of Directors no later than March 30 of the current year (if possible).
Article 7 Section 3
Assistants to Head Coaches will be selected by the Head Coach and approved by the Board of Directors prior to Federation paperwork night.
Article 7 Section 4
All coaching appointments will begin when confirmed by the Board of Directors and will end at the annual banquet.
Article 7 Section 5
The Board of Directors has the right to suspend any coach for due cause and replace such suspended coach until an appeal, if necessary is voted on by the Board of Directors.
Article 7 Section 6
All Head Coaches and/or coordinators are responsible for the conduct of their associates and assistants on the playing field and practice field.
Insurance and Bonding
Article 8 Section 1
Whenever possible, insurance shall be obtained in order to insure the Board of Directors of personal liability relative to the conduct or actions taken in the exercise of their duties as board members.
Dissolution
Article 9 Section 1
Upon the dissolution of the organization, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the organization exclusively for charitable purposes as shall at the qualify as an exempt organization or organizations 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 shall determine and as approved by a Justice of the Supreme Court. Any of such assets not so disposed of, shall be disposed of by a court having jurisdiction thereof in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.