DOVER FOOTBALL LEAGUE INC.
The name of this Corporation, a New Hampshire non-profit corporation, shall be Dover Football League, Inc. (the "Corporation").
The principal address of the Corporation shall be PO Box 1638, Dover, NH 03821-1638.
The Corporation may have offices at such other places within the State of New Hampshire as the Board of Directors may from time to time designate.
Powers and Purposes
Section 3.1. Purpose.
The Corporation shall be organized exclusively for any purposes for which an organization may be exempt from federal taxation under Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax codes. Specifically, the Corporation shall provide recreational youth football programs and promote athletic instruction, sportsmanship, teamwork and youth development through sports in the Dover, New Hampshire community.
Section 3.2. Powers.
The Corporation shall have all the powers necessary to carry out the foregoing purposes and all the powers of non-profit corporations organized under the laws of the State of New Hampshire.
Section 3.3. Limitations.
(a) The Corporation shall be an equal opportunity employer, and it shall not discriminate on the basis of age, race, color, creed, sex, disabilities, financial status, or national origin (i) in the persons serviced, or in the manner of service; (ii) in the hiring, assignment, promotion, salary determination, or other conditions of staff employment; (iii) in the selection of members; or (iv) in the membership of its Board of Directors. Notwithstanding the foregoing, for safety reasons, all youth athletes must meet the age, weight and physical requirements set by the Board to be eligible to participate in football programs.
(b) The Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that would invalidate its status as a corporation which is exempt from federal income taxation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or any successor provision.
(c) The Corporation is not organized for pecuniary profit and shall not have any capital stock. No part of its net earnings or of its principal shall inure to the benefit of any officer, director, or advisor of the Corporation, or any other individual, partnership or corporation, but reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of earnings or principal.
(d) On dissolution, after provision is made for payment of debts, all property of the Corporation, from whatever source arising, shall be distributed only to such organizations as are then exempt from tax by virtue of Section 501(c)(3) of the Internal Revenue Code of 1986, or any successor provision, and as the Board of Directors of the Corporation shall determine, unless otherwise provided in the instrument from which the funds to be distributed derive.
(e) No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
Any youth in the Dover, NH community meeting the age, weight, and physical requirements established by the Board shall be eligible to participate in football programs. No youth shall be denied due to financial need. Volunteer coaches, referees and other supporters shall serve upon approval of the Board.
Section 5.1. Powers.
The Directors shall supervise and control the business, property and affairs of the Corporation, except as otherwise provided by law, the Articles of Agreement of the Corporation, or these Bylaws. The Directors shall promulgate rules and regulations for the activities of the Corporation and its football programs, as well as appoint volunteer coaches, referees and other supporters.
Section 5.2. Number.
There shall be a Board of the Corporation consisting of five (5) voting Directors and three (3) non-voting Advisors. The signers of the Articles of Agreement shall elect the initial Board Members the Corporation, and thereafter the members of the Board shall be elected at the annual meeting of Directors. The voting Directors shall be
- Director/Vice President
- Director of Youth Division.
- The non-voting advisors shall be Concessions Advisor, Fundraising Advisor, and Equipment Advisor. No person may hold more than one position on the Board at the same time.
Section 5.3. Election Term.
Members of the Board shall be elected at the annual meeting of the Board of Directors to serve for a term of two (2) years or until their successors are elected and qualified.
Section 5.4. Vacancies.
Any vacancies on the Board arising at any time and from any cause may be filled at any meeting of the Board ofDirectors by a majority of the Directors then in office. A member of the Board elected to fill a vacancy shall be elected for the unexpired term of the member's predecessor in office.
Section 5.5. Removal.
Any member of the Board may at any time be removed from office for any cause deemed sufficient by the Board of Directors by the affirmative vote of two-thirds of the full number of Directors then in office acting at a meeting of the Board, the notice of which has specified the proposed removal.
Section 5.6. Compensation.
Board members shall not receive salaries for their services, but by resolution of the Board of Directors, out of pocket expenses may be reimbursed. The Corporation shall not provide personal loans to any Board member.
Meetings of the Board
Section 6.1. Annual Meeting.
A regular annual meeting of the Board ofDirectors shall take place each year at such time, date and place as shall be designated by the Board of Directors. The purpose ofthe annual meeting shall be to elect Directors, Officers and Advisors of the Corporation and to transact such other business as may properly come before the meeting.
Section 6.2. Regular Meetings.
Regular meetings of the Board shall be held as determined by the Board of Directors.
Section 6.3. Special Meetings.
Special meetings of the Board of Directors may be called by the President, or by a majority of Directors, on five (5) days notice to be held at such time, day and place as shall be designated in the notice of the meeting.
Section 6.4. Notice of Meetings.
The time, day and place of any regular or special meeting of the Board of Directors shall be specified in the notice of the meeting, but no such specification is required in a waiver of notice of such meeting. Notice shall be given as provided in Section 7.1.
Section 6.5. Telephone Meetings.
Any one or more Board members may participate in a meeting of the Board of Directors by conference telephone or other electronic means by which all persons participating in the meeting can communicate with each other. Participation by telephone or other electronic means shall be equivalent to presence in person at a meeting for purposes of determining if a quorum is present.
Section 6.6. Record of Meetings.
The Secretary or, in the absence of the Secretary, one of the Board members designated by the Board and participating in the meeting, shall keep a record of the meeting.
Section 6.7. Quorum; Vote Required.
A majority of Directors then in office shall constitute a quorum for the transaction of business at any Board meeting, and, unless otherwise provided for by law or these Bylaws, the act of the majority of the Directors present and voting at any meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Directors, the Directors present at the meeting may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 6.8. Action by Unanimous Consent.
Any action required or permitted to be taken at a meeting ofthe Directors may be taken without a meeting if:
a. Consents in writing, setting forth the action so taken, shall be signed by all of the Directors and filed by the Secretary with the minutes of the meetings of the Board of Directors. The consents may be executed in any number of counterparts, all of which when taken together shall constitute a single original consent.
b. Consents by electronic mail, setting forth the action so taken, are submitted by all the Directors, received by the Corporation and filed by the Secretary with the minutes of the meetings of the Board of Directors.
Section 7.1. General.
Whenever under the provisions of law or these Bylaws, notice is required to be given to any person, such notice may be given via U.S. mail or overnight delivery service with postage prepaid, and shall be deemed given when deposited in the mail or the delivery service addressed to such person at such person's address as it appears on the records of the Corporation. Notice may also be given by electronic mail, facsimile, or hand delivery, and such notice will be deemed given when received.
Section 7.2. Waiver.
Whenever any notice is required to be given by law or by these Bylaws, a waiver of notice signed by the person or persons entitled to such notice, whether before or after the time stated in these Bylaws, shall be deemed equivalent to the giving of such notice. Attendance at a meeting either in person, or if applicable, by proxy, of a person entitled to notice shall constitute a waiver of notice of the meeting unless he or she attends solely for the purpose of objecting at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
Officers and Agents
Section 8.1. Officers.
The officers of the Corporation shall minimally consist of President, Vice-President, Secretary, Treasurer, and Director of Youth Division. One person shall not hold two offices at the same time. All Officers shall be Directors of the Corporation and shall be elected as set forth above.
Section 8.2. Advisors and Other Agents.
The Board of Directors:
a. Shall appoint a Concessions Advisor, Fundraising Advisor and Equipment Advisor, who shall serve as non-voting members of the Board. The duties of the Advisors shall be determined by the Board of Directors.
b. May appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
Section 8.3. Election:
Term; Removal; Vacancies. The election, term, removal and filling of vacancies of Officers and Advisors are as set forth above.
Section 8.4 President.
The President of the Board shall preside at meetings of the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 8.5. The Vice President.
The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 8.6. Secretary.
The Secretary shall keep the minutes of all meetings of the Board of Directors, and perform all other duties usually incident to the office, and such other duties as may be assigned by the Board of Directors.
Section 8.7. Treasurer.
The Treasurer shall cause regular books of account to be kept, and shall render to the Board of Directors, from time to time as may be required, an account of the financial condition of the Corporation, shall deliver an annual report at the annual meeting, and shall perform all other duties properly required of the Treasurer by the Board of Directors.
Section 8.8. Director of Youth Division.
The Director of Youth Division shall manage the youth football programs, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Conflicts of Interest
Section 10.1. Policy Governing Conflict of Interest and Pecuniary Benefits Transactions.
The Corporation shall adopt, implement, enforce and regularly review Policies and Procedures governing conflicts of interest and pecuniary benefits transactions. The Policy and Procedures shall, at a minimum, meet the requirements ofNew Hampshire law as then in effect, and comply with Guidelines established by the Office of the NH Attorney General, Charitable Trust Unit. Each Director, Officer, or Committee member shall have an affirmative duty to disclose to the Corporation each transaction with the Corporation that would be a Pecuniary Benefit Transaction (as defined by RSA 7:19-a) as to that Officer, Director, or Advisor, and shall be prohibited from participating in the discussion or voting on the transaction. The Corporation shall enter into Pecuniary Benefit Transactions only in accordance with the applicable provisions of RSA 7: 19-a, as they may exist from time to time.
Section 10.2. Policy on Pecuniacy Benefits Transactions.
Transactions that provide a direct or indirect pecuniary benefit to any Officer, Director, or Advisor of the Corporation or any member of his or her immediate family; his or her employer; or any person or organization of which he or she is a Proprietor, Partner, Officer, Director, or Trustee, are prohibited unless they (1) satisfy RSA 7:19-a; (2) are in the Corporation's best interest; and (3) all of the following conditions are met:
(a) The transaction is made in the ordinary course of the Corporation's business or operation and the transaction is fair to the corporation.
Any transaction with any one Officer, Director, or Advisor that exceeds $500.00 must be approved by the greater of a quorum of the Board of Directors who have not had a pecuniary benefit transacion with the Corporation during the fiscal year.
(b) The Corporation shall list in its records each transaction with any one Officer, Director, or Advisor which exceeds $500.00 in any one fiscal year and report them to the NH Director of Charitable Trusts annually as part of its annual report required under RSA 7:28, including the names of those benefiting from each transaction and the amount of the benefit. This list shall be available for inspection by Officers, Directors, Advisors and all contributors;
(c) The Corporation shall publish a notice of any transactions with any one Officer, Director, or Advisor which alone or in the aggregate exceeds $5,000.00 in any one fiscal year, in the newspaper of general circulation in Dover, NH and give a copy of the notice to the NH Director of Charitable Trusts before the transaction takes place. The name of the Officer, Director, or Advisor, the amount of the transaction and any other information required by RSA 7:19-a II (d) must be stated in the notice;
(d) The Corporation shall receive the prior approval and requisite finding of the Probate Court as to any transactions involving the sale, lease for a term of greater than 5 years, purchase or conveyance of any interest in real estate to or from any Officer, Director, or Advisor; and,
(e) The transaction does not involve a loan of money or property to an officer, Director, or Advisor.
Contributions and Depositories
Section 11.1. Voluntary Contributions.
The Corporation may accept gifts, grants, legacies and contributions from any source including persons, corporations, trusts, charities, and governments and governmental agencies.
Section 11.2. Depositories.
The Board of Directors shall determine what depositories shall be used by the Corporation as long as such depositories are located within the State of New Hampshire and are authorized to transact business by the State of New Hampshire and are federally insured. All checks and orders for the payment of money from said depository shall be signed such signatories as have been authorized and reuired in advance by the Board of Directors.
Section 12.1. Dissolution.
The Corporation may be dissolved upon the affirmative vote of two-thirds (2/3) of the Board of Directors of the Corporation then in office taken at a meeting of the Board of Directors called for that purpose, or upon the written consent of all of the Board of Directors entitled to vote thereon. No Director, Officer, Advisor or employee or person connected with the Corporation shall be entitled to share in the distribution of any of the Corporation assets upon its dissolution. Upon dissolution of the Corporation, the assets after payment of its liabilities shall be distributed exclusively to one or more organizations operated for the same or similar purpose as the Corporation and which qualifies as an exempt organization under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future tax code.
Section 13.1. Fiscal year.
The Corporation shall operate on a fiscal year ending December 31. Alteration ofthe fiscal year (by the Board of Directors) shall not require amendments ofthese Bylaws.
Section 13.2. Execution of Contracts and Documents.
All contracts and evidence of debt may be executed only as directed by the Board of Directors.
The Corporation shall indemnify any person who is or was a Director, Officer, Advisor, employee or agent ofthe Corporation or who is or was serving in another capacity at the request of the Corporation, to the extent authorized by law, except with respect to (a) any breach of the conflict of interest policy, (b) any acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of law, or (c) any transaction in which the person derived an improper personal benefit. The Corporation may purchase and maintain insurance to protect itself and such persons against liability.
These Bylaws may be amended or repealed or new Bylaws adopted by the Directors at any meeting by the affirmative vote of not less than two-thirds of all the Directors of the Corporation, provided notice of the proposed change is given in the notice, which must be given not less than ten (10) days prior to such meeting.
Adopted January 2020