Valley of the Sun Ultimate Association (VOTS) is a non-profit Arizona corporation dedicated to fostering the growth and health of the sport of Ultimate in the Phoenix metropolitan area. VOTS works to achieve this goal by sponsoring leagues, hosting tournaments, organizing open scrimmages, and developing youth Ultimate. VOTS is a volunteer organization and has no paid employees.
The VOTS Bylaws serve as the framework by which the Corporation governs its activities.
Because VOTS is a small organization that values flexibility, the Bylaws are designed to give a large degree of freedom to the Board of Directors and Officers.
Unless otherwise specified, it should be assumed that the Board and Officers enjoy all the rights, privileges, and responsibilities implied by these Bylaws.
The primary function of the Board is to provide long-term planning and guidance for VOTS. The Board is responsible for establishing the principles under which VOTS operates, overseeing the Corporation's assets, and supervising the Officers (see IV below).
Number of Board Members
In accordance with Article IX of VOTS' Articles of Incorporation, the Board must have at least five (5) members at all times.
If, due to resignation, expulsion, or other reason, the Board is temporarily composed of fewer than five (5) members, the Board will immediately start the process of electing new members (see VIII below), and should complete this process in a timely manner.
The Board, at its sole discretion, has the authority to increase or decrease its size as circumstances may warrant, but never to less than five (5) members.
Term of Office
Because the primary function of the Board is to provide long-term stability to the Corporation, Board members serve for an indefinite term. Once elected to office, a Board member serves until they resign, are expelled, or are otherwise unavailable for service.
A Board member may resign at any time by providing written notice to the President. Such notice must specify the effective date of the resignation.
A Board member may be expelled from the Board for conduct detrimental to the Corporation. Such expulsion requires the vote of two-thirds (2/3) of the full Board (see VII.F.2 below).
The primary function of the Officers is to oversee the daily operations of the Corporation, and the Board should provide great latitude to the Officers for this purpose.
Number of Officers
In accordance with Article IX of VOTS' Articles of Incorporation, the Corporation will at all times have a President, a Treasurer, and a Secretary.
If at any time, due to resignation, removal, or other cause, one of the principal Offices of the Corporation is vacant, the Board will select one of its members to serve in that office temporarily until a new permanent Officer may be elected. The Board should immediately begin the election process (see VIII below), and should complete the election in a timely manner.
The Board, at its sole discretion, may establish additional Offices, and may also discontinue any Office, other than those of the President, Treasurer, and Secretary.
Term of Office
Officers shall serve for a term of two (2) years, or until resignation (see IV.F below) or removal from Office (see IV.G below), with no limit on sequential terms.
The normal term for all officers will start at the Annual Meeting (see VII below) in even-numbered years and continue until the Annual Meeting of the next even-numbered year.
If an Officer begins their term at some point between Annual Meetings of even-numbered years, their term of office will be deemed to end at the Annual Meeting of the next even-numbered year.
Duties of Officers
The President is the primary spokesperson and Chief Executive of the Corporation. Duties of the President include, but are not limited to, leading meetings of the Board and/or Officers, maintaining the corporate calendar, organizing VOTS events, arranging for practice fields, maintaining the hotline, and moderating the email list. The President may delegate duties to volunteers or other Officers, but remains responsible for the smooth running of the Corporation and its activities.
The Treasurer is the Chief Financial Officer of the Corporation. Duties of the Treasurer include, but are not limited to, paying the Corporation's bills, maintaining its financial records, managing its assets and accounts, providing an annual financial report to the Board at the first Quarterly Meeting of the year, preparing tax documents, collecting event fees, and reimbursing expenses incurred by volunteers. The Treasurer may delegate duties to volunteers or other Officers, but remains responsible for the smooth running of the Corporation's financial matters.
The Secretary is the primary record-keeper of the Corporation. Duties of the Secretary include, but are not limited to, preparing the Annual Report of the Corporation (in conjunction with the Treasurer), taking the minutes of all VOTS meetings, and maintaining an archive of VOTS publications, including minutes, programs, registration forms, and other such documents.
Conduct of Business
The VOTS Officers are expected to conduct the business of the Corporation in a professional manner. The President, with the approval of the Board, may from time to time establish specific guidelines for the performance of duties by the Officers and other volunteers.
An Officer may resign at any time by providing written notice to the President, except that if the President chooses to resign, they must provide notice to the Board. Such notice must include the effective date of the resignation.
An Officer may be removed from Office for conduct detrimental to the Corporation. Such removal requires a two-thirds (2/3) vote of the full Board (see VII.F.2 below).
Inter-relationship of Board and Officers
A Board member may also serve as an Officer of the Corporation.
The President, Treasurer, and Secretary are considered to be Board members ex officio for the duration of their Term of Office, with full voting privileges (see VI below). Unless otherwise specified, no other Officers have this privilege.
A Board member who is also an Officer has only one (1) vote on matters before the Board.
A Board member who is also an Officer may resign either position without prejudice towards the other.
No person, whether a Board member or not, may hold more than one (1) Office at a time.
Criteria for Membership
Membership in VOTS is conferred automatically to all participants in VOTS Leagues.
Other interested individuals may join VOTS at any time by notifying the President.
Privileges of Membership
Members have access to VOTS telephone hotlines, may join VOTS email lists, and may receive contact sheets, newsletters, or other publications from time to time.
Members are invited to attend the Annual Meeting of the Corporation (see VII below).
Members are eligible to serve on VOTS Committees, and to run for Office.
Membership does not convey any voting privileges.
Responsibilities of Membership
VOTS expects Members to display reasonable behavior at all events, to play Ultimate under the guidance of the Spirit of the Game, and to shown care and concern for the well-being of other participants and spectators.
Members are considered to be responsible for the behavior of friends, relatives, guests, children, and pets that they bring or invite to VOTS events.
Duration of Membership
Membership in VOTS is ongoing, and is not subject to renewal.
Members who wish to discontinue their membership may do so at any time by notifying the President.
Members who violate VOTS policies or otherwise disrupt VOTS activities are subject to suspension at the sole discretion of the Board. Such suspension may be permanent, or for a fixed or indefinite term, and requires the vote of two-thirds (2/3) of the full Board.
The Board may from time to time create committees to consider specific orders of business of interest to the Corporation, and may require committees to prepare a report on such matters.
Committees consist of one or more Board members, and may also include one or more Members of the Corporation, or individuals from the community at large with a particular interest in the business at hand.
Once established by the Board, a Committee has broad discretion to conduct its business as it sees fit.
The Board may establish a timetable for the Committee to report back to the Board, and may dissolve the Committee upon presentation of this report, or upon failure to produce such a report in a timely fashion.
The Board should give great weight to the report of a Committee, but such a report is not binding upon the Board.
VOTS will hold an Annual Meeting in the spring of every year.
The Board will not be expected to conduct regular business at the Annual Meeting. The purpose of this meeting is to facilitate conversation on VOTS activities between the Board and the Members.
The Annual Meeting will be held at a time and place determined by the President, and publicized well in advance, to encourage attendance by the Members.
The Board will hold regular meetings for the conduct of any and all business no less than four (4) times per year, on a schedule that allows for one (1) meeting approximately every quarter of the year.
The annual financial report of the Corporation should be given to the Board by the Treasurer at the first Quarterly Meeting every year.
The election of Officers who will begin their term at the next Annual Meeting should take place at the first Quarterly Meeting in even-numbered years.
Quarterly Meetings will be scheduled by the President, with times, locations, and advance notification designed to maximize attendance of Board members
Quarterly Meetings are generally open only to Board members. The President may from time to time invite other individuals to address the Board, but their attendance should be limited to the portion of the meeting relevant to their comments.
The Board may meet at any time to discuss such business as may come before it.
Such meetings may be held in any location, and do not require advance notice. However, no election or censure may be voted on unless all Board members either receive adequate advance notice of the meeting, or waive their right to such notice.
The President may call such a meeting, and must do so upon the written request of any two (2) Board members. If a quorum of Board members is present (see VIII.D below), such a meeting may proceed without the call of the President.
The minutes of such meetings must be included in the Corporation's records, and any Board member not present must be notified of the issues discussed at the meeting.
When a quick response is desirable, the Board may conduct business via telephone, email, or other remote means. In order for binding decisions to be made when the Board is not gathered together, one hundred per cent (100%) of the Board must have the opportunity to respond to the business at hand.
Quorum for Board Meetings
In order for the Board to conduct business, a meeting must be attended by at least sixty per cent (60%) of the voting Board members (see VIII.F.2 below).
If fewer than sixty per cent (60%) of the voting Board is in attendance, those members present may still discuss matters of interest, but may not come to any binding decisions.
Conduct of Meetings
The President is responsible for leading meetings of the Board, including establishing an agenda, moderating the discussion, and bringing the meeting to a close. If the President is unavailable to lead a meeting, the Board will select one of its members do so.
The Secretary is responsible for taking the minutes of meetings of the Board. If the Secretary is not available to take the minutes, the Board will select one of its members to do so.
While the Board should attempt to address the agenda in an expeditious manner, any Board member may introduce business at the meeting.
Meetings of the VOTS Board are not governed by any special rules of order. It should be the goal of the Board to operate by consensus whenever it is possible.
When a matter requiring a vote comes before the Board, each Board member is entitled to exactly one (1) vote.
An exception to this rule is made such that no Board member may vote on their own election or censure.
Unless otherwise specified, a simple majority of the voting Board members present is sufficient to carry a vote.
Unless otherwise specified, votes of the Board on general business may be conducted by voice, by show of hands, or other simple means.
All Board members and Officers are expected to maintain confidentiality regarding the business of the Corporation.
This confidentiality extends to formal and informal meetings of the Board, business of the Officers, and communication between Board members and/or Officers regarding the business of the Corporation.
When the Board has, or expects to have, one or more vacant seats due to expansion of the Board, resignation of a Board member, expulsion of a Board member, or other cause, the Board will solicit candidates for the position from amongst the Membership and/or the community at large.
When voting on candidates for the Board, each Board member is entitled to a number of votes equal to the number of vacancies on the Board. In any single round of balloting, a board member may not cast more than one (1) vote for any individual candidate.
Voting is conducted by sequential ballots until all available positions are filled, with each round of voting resulting in either the election of one or more candidates, or the elimination of one or more candidates, as follows.
If the number of candidates receiving the vote of a majority of the Board is equal to the number of vacant seats, all such candidates are elected, and the election is over.
If the number of candidates receiving the vote of a majority of the Board is less than the number of vacancies, those candidates are elected, and all remaining candidates are eligible for the next round of voting.
If no candidate receives the vote of the majority of the Board, the candidate(s) with the least number of votes, inclusive of ties, is (are) eliminated from the next round of balloting, and all other candidates are eligible for the next round.
If eliminating the trailing candidates would result in the continued eligibility of a number of candidates equal to, or less than, the number of vacancies, then no candidates are eliminated, and the Board will re-vote on the same list of candidates. If the re-vote allows for the election or elimination of one ore more candidates, the balloting proceeds as described above. If the results of the re-vote are identical to the previous ballot, a deadlock is declared, and the election is over.
At no time will a candidate be elected to the Board without the vote of a majority of the Board. If vacancies remain, due to a lack of candidates, a deadlocked vote of the Board, or other reason, the Board must solicit new candidates and hold a new election.
Newly elected Board members are considered to begin their term at the next meeting of the Board following the election.
When an Office is, or is expected to be, vacant due to expiration of term, resignation of an Officer, expansion of Offices, removal of an Officer, or other cause, the Board will solicit candidates for the position from amongst the Directors, the Membership, and/or the community at large.
When voting on candidates for Office, each Board member is entitled to exactly one vote per Office.
Voting for each Office is conducted separately. Voting for the President will be conducted first, followed by the Treasurer and then the Secretary. If the Board has established other Offices, voting will continue in the order in which those Offices were established.
Voting is conducted by sequential ballots. If a clear winner is established, they are elected to Office. If no clear winner is established, the trailing candidate(s) are dropped from the next round. Voting continues in this fashion until a winner is elected.
Newly elected Officers will normally take Office at the Annual Meeting of the next even-numbered year (see IV.C above). If an Officer is elected to finish out the incomplete term of their predecessor, they are considered to take Office immediately upon election.
The President is responsible for leading the election process.
The Secretary is responsible for tabulating the votes and announcing the results.
If the Board solicits position statements, speeches, or other materials from any candidate, it should take reasonable steps to ensure that all candidates have an equal opportunity to present such materials.
The election process should include the opportunity for Board members to discuss the merits of the candidates, consider their position statements, speeches, or other relevant materials, and Board members should have a reasonable amount of time to advocate on behalf of any candidate.
Unless this provision is unanimously waived by all voting Board members present, election voting shall be by means of secret ballots.
The Board may amend these bylaws from time to time.
Amendment requires the vote of two-thirds (2/3) of the full board.