CAMARILLO YOUTH FOOTBALL

ROADRUNNERS

BY-LAWS

Amended 2/3/10

Article I

The principal office for the transaction of the business of the corporation is hereby located at the First California Bank, 1150 Paseo Camarillo, Ventura County, California.

The Board of Directors may at any time or from time to time change the location of the principle office from one location to another in Ventura County, California.

Article II – Seal

The Corporation shall have a common seal consisting of two concentric circles with the words “Camarillo Youth Football, Inc. California”, together with the date of incorporation.

Article III – Mission Statement

“The Camarillo Roadrunner Youth Football Program is a volunteer, non-profit organization that provides the student athletes in Camarillo with an age-appropriate youth football and cheerleading program. We will promote the values of responsibility, commitment, sportsmanship and teamwork in a safe and positive athletic environment. Our program provides for the development of good football and cheer fundamentals through the leadership and guidance of qualified instruction. Our goal is to help create years of memories and friendships and to support our young athletes as they grow towards becoming responsible young adults in our community.”

Article IV – Membership

Section 1:  Members

There shall be the following class of members:

1. Board of Directors
2. General Members

Section 2:  Qualifications

Members shall be those adult persons who may or may not have children in the program.  Members shall also be those adult persons who are approved from time to time by a majority of the Board of Directors.  Death, resignation or removal of any director as provided in these by-laws shall automatically terminate membership of such person in this corporation.  Election of a successor director as provided in these by-laws shall likewise operate to elect such director to the membership of this corporation.

Section 3: Voting Rights

Each General Member has the right to cast a single vote in the Annual election for Members at Large.

Section 4: Annual Meeting

The annual meeting of the members of the corporation shall be held as close as possible to the 1^st Wednesday of January of each year at 7:00pm at the principle office of the corporation, unless otherwise announced.

Special meetings of the members may be called in the same manner as special meetings of the Board of Directors, and a majority for a meeting of the members shall be the same as a majority for a meeting of the Board of Directors.

Section 5: Nonliability of Directors and Officers

Neither the Directors nor the Officers shall be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section 6: Indemnification by Corporation of Directors, Officers, Employees and other Agents

To the extent that a person, who is, or was, a Director, officer, employee or other agent of this Corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against the expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this Corporation but only to the extent allowed by, and in accordance with the requirements of, section 5238 of the California Nonprofit Public Benefit Corporation Law.

Section 7: Insurance for Corporate Agents

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, officer, employee, or other agent of the Corporation)  against any liability other than for violating provisions of law relating to self dealing (Section 5233 of the California  Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

Article V – Board of Directors

The Board of Directors shall consist of not less than seven (7) nor more than fifteen (15) members until changed by amendment to these by-laws as hereafter provided, and a majority of the Board shall constitute a majority for the transaction of business. Until further amendment to these by-laws, the number is hereby fixed at fifteen (15) Directors.

The Executive Board of Directors shall consist of the following five members; President, Vice President, Treasurer; Secretary and Athletic Director. The purpose of the Executive Board is to oversee high level legal matters involving a sitting Board Member or sensitive financial information regarding a sitting Board Member. All actions by the Executive Board of Directors shall be reportable to the Board of Directors within a reasonable time to be determined by the sensitivity and legality of the matter. The Executive Board shall not have the powers of the Board for those matters that would be determined to be normal business matters.

Section 1:  Powers of Directors

Subject to the powers of the members as provided by law or as herein set forth, all corporate powers of the subject corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors.  Without limiting the generality of the foregoing, the Board of Directors shall have the following powers:

A.        To select and remove all of the other officers of the corporation, to include (but not limited to) any member of the coaching staff or committee members, prescribe such powers and duties for them as may not be inconsistent with the law, with the Articles of Incorporation or the by-laws.

1. To conduct, manage and control the affairs of business of the corporation, and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or the by-laws, as they may deem best.
2. To change the principal office for the transaction of the business of the corporation from one location to another within the same county, to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California for the holding of any directors’ members’ meetings; and to adopt, make and use a corporate seal and to alter the form thereof from time to time in their judgment they may deed best, provided such seal shall at all times comply with the provisions of law.
3. To borrow money and incur indebtedness for the purpose of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation’s or other evidence of debt and securities therefore.
4. The Athletic Committee consisting of the President, Vice President and Athletic Director shall make recommendations to the Board of Directors regarding the appointment of any coaches if possible, no later than the February meeting, so the Board of Directors may elect head coaches and notify them by the March meeting.

Three members at Large shall be elected at the annual election and shall hold office for one year.

All Directors shall be elected for two-year terms. The terms of the following officers shall expire at the end of the calendar years ending in odd numbers:  President, Secretary, General Manager, Director of Fundraising, Snack Bar Coordinator, and Director of Communications. The terms of the following officers shall expire at the end of the years ending in even numbers:  Vice President, Equipment Manager, Treasurer, Athletic Director, Director of Girls and their chosen assistant.

Said Directors shall be those persons who shall have been nominated by the current Board of Directors at the November board meeting preceding the annual meeting of members and thereafter elected at said meeting by secret ballot cast by said members.  Newly elected board members shall assume their office on the 1^st Wednesday of January.

Section 3:  Vacancies

Any vacancy or vacancies in the Board of Directors resulting from death, incapacity, resignation, expiration of term of office, removal, or otherwise, shall be filled by the remaining director or directors then in office even though less than a majority, following procedures defined in Article IV, Section 2.

Section 4: Meetings

A Quorum of 51% Board of Director attendance required to hold a meeting.

Section 5:  Place of Meetings

Regular meetings of the Board of Directors shall be held at PDQ Engineering 1199 unit C, Camarillo, CA, 93012, or any place within the State, which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board.  In the absence of such designation, regular meetings shall be held at the principal office of the corporation.

Special meetings of the Board of Directors may be held either at a place so designated or at the principal office.

Section 6:  Regular Meetings

Regular meetings of the Board of Directors shall be held without call on the 1^st Wednesday of each month at 7:00 p.m. during the off-season, 7:30 p.m. during the season.  Should said day fall upon a legal holiday, then said meeting shall be held at the same time the next day thereafter ensuing, which is not a legal holiday.  Notice of all such regular meetings of the Board of Directors is hereby dispensed with.

Section 7:  Special Meetings

The President, or any two directors, may call a special meeting of the Board of Directors. Written or verbal notification of special meetings shall be delivered to each member of the Board of Directors at least seventy-two (72) hours prior to the time of the holding of the meeting.  Place and purpose of special meeting may also be given at a regularly convened meeting.  To make a vote final there must be a response by at least half of the board.

A special meeting for a single item issue may be conducted “off-site” with communications and voting occurring via email or telephone.

Section 8:  Notice of Meetings

Regular meetings will be held as stated above.

Section 9:  Adjournment

In the absence of a majority at any meeting of the Board of Directors, the majority of the Directors present may adjourn the meeting from time to time until the time fixed for the next regular meeting of the Board, Notice of the time and place of holding any adjourned meeting need to be given to absent Directors if the time and place were fixed at the adjourned meeting.

Section10:  Removal

A Director may be removed from office, with or without cause, by a vote of not less than 2/3 majority of Directors.

Section 11:  Compensation

The Directors shall receive no compensation for their services as such.

Section 12: Emergency Board Meetings

An Emergency Board Meeting may be called by any Board Member to address a true emergency situation where an immediate decision must be made. There must be a minimum of (5) Board Members physically present in order for this emergency meeting to represent the Board of Directors. There must be an attempt to contact all Board Members to attend this meeting. The Purpose, Details and Outcome of this meeting must be emailed to the Board of Directors the day of the meeting.

Article VI - Officers

Section 1:  Officers

The Officers of this corporation shall be a President, Vice President, Secretary, Treasurer, General Manager, Equipment Manager, Athletic Director, Director of Fundraising, Director of Girls, Asst. Director of Girls, Snack Bar Coordinator, Director of Communications, and any other officers as the Board of Directors may appoint.

Section 2:  Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the President and the Board of Directors.

Section 3:  President

Subject to the control of the Board of Directors, The president shall have general supervision, direction and control of the business and affairs of the corporation, He/She shall preside at all meetings of the members and Directors and represent the organization at all PYFL meetings and shall have other powers and duties as may be prescribed from time to time by the Board of Directors.

The President shall vote on a tie-breaker only, with the exception of Annual Board of Director elections.

Section 4:  Vice-President

In the absence or disability of the President, the Vice-President shall perform all the duties of the president, and in so acting, shall have all the powers of the President.  The Vice-President shall act as PYFL Representative and Insurance Commissioner, and perform such other duties as may be prescribed by the Board.

The Vice-President shall have one vote.

Section 5:  Secretary

The Secretary shall keep a full and complete record of the proceedings of the Board of Directors and of the members, shall keep the seal of the corporation and affix the same to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall retain possession of the by-laws and shall present said by-laws at all meetings of the Directors and members, and shall perform other duties as pertain to the office or as prescribed by the Board of Directors.  Shall collect and dispense all mail and correspondence to the proper directors and support team manager.

The Secretary shall have one vote.

Section 6:  Treasurer

The Treasurer shall receive and keep safe, all funds of the corporation and shall deposit it in such bank or banks as may be designated by the Board of Directors.  Such funds shall be paid out only of the checking account of the corporation, signed by those officers otherwise specified in these by-laws.  Any disbursements of funds of the corporation shall be in such manner as shall be ordered by the Board, whenever requested by the Board, an account of all transactions by said officers and a report of the financial condition of the corporation.  The Treasurer shall discharge such other duties as may be prescribed from the Board of Directors.

The Treasurer shall have one vote.

Section 7:  General Manager

The General Manager shall be responsible for Player Registration, Corporate Advertising, and year-end Banquets. The General Manager shall have other duties as may be prescribed from the Board of Directors.

The General Manager shall have one vote.

Section 8:  Equipment Manager

The Equipment Manager shall monitor the condition of all uniforms and equipment, including the businesses from which such acquisition should be made.  He shall place orders for such items and from such businesses and in such quantities as from time to time shall be approved by the Board of Directors.  He shall also assure that equipment required by the teams for regularly scheduled practice and games is available to such teams and shall be responsible for the storage of such equipment when not in use.

The Equipment Manager shall also keep records of all equipment distributed and shall establish those procedures for its collection and return.  He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

When, the ordering of new uniforms is required, the Board of Directors shall review choices in the February meeting so the Equipment Manager or person in charge of ordering may place order.

The Equipment Manager shall have one vote.

Section 9: Director of Communications

The Director of Communications shall be responsible for all corporate communications to all participating players, cheerleaders, parents and guardians. He/She will be responsible for all corporate website organization and management. He/She will be responsible for the training and perform such other duties as may be prescribed by the Board.

The Director of Communications shall have one vote.

Section 10:  Athletic Director

The Athletic Director will help with the Athletic Committee, consisting of the President, and the Vice President.  The Athletic Director and the Athletic Committee shall organize and schedule all athletic events.  The Athletic Committee shall make recommendations to the Board of Directors regarding the appointment of any coach.  The Athletic Director shall have other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.  The Athletic Director shall be an alternate representative in case the President or Vice President cannot attend the PYFL meetings.

The Athletic Director shall have one vote.

Section 11:  Director of Girls

The Director of Girls shall be in charge of the selection, registration, training and supervising of all cheerleaders.  The Director of Girls shall further be responsible for the selection of a person for each team who shall otherwise supervise the cheerleaders for that team.  The Director of Girls will handle the selection of Uniforms for the cheerleaders and then seek approval from the Board of Directors.  The Director of Girls shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

The Director of Girls shall have one vote.

Section 12:  Assistant Director of Girls

The assistant Director of Girls will generally assist and work alongside Director in the form of a partnership with the Director of Girls with above said responsibilities and in the absence of or disability of the Director of Girls shall perform all the duties of the director of Girls, and in so acting shall have all the powers of the Director.  The Assistant Director of Girls shall perform other duties as may be prescribed by the Board.

The Assistant Director of Girls shall have one vote.

Section 13:  Snack Bar Coordinator

The Snack Bar Coordinator shall be responsible for all matters pertaining to the operation of the snack bar, including but not limited to, purchasing of goods for snack bar, scheduling of parent volunteer schedule and accounting for proceeds from the snack bar so that they are turned over to the Treasurer in a timely manner.  The Snack Bar Coordinator shall work closely with the General Manager in the planning of the year-end banquets.  The Snack Bar Coordinator shall have other such powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

The Snack Bar Coordinator shall have one vote.

Section 14: Director of Fundraising

The Director of Fundraising shall be responsible for all matters involved with fundraising within the organization of the Camarillo Roadrunners, including the Roadrunners Store. He/She shall report any and all transactions to the Board of Directors before making any transactions. The Director of Fundraising will perform such other duties as may be prescribed by the Board of Directors.

The Director of Corporate Fundraising shall have one vote.

Section 15:  Members at Large

The Members at Large shall be elected by general membership at the annual election. The Members at Large shall be responsible for such duties as prescribed by the Board of Directors.

All Members at Large are entitled to one vote each.

Section 16: Voting Procedures

In order for a topic to come to a vote it must be motioned and seconded. All topics coming to a vote shall be carried with a majority of the Board of Directors present at the time of the vote.

Article VII - Financial Procedures

Section 1:  Check, Drafts and Notes

All checks, drafts or other orders for payment of money, notes or evidence of indebtedness, issued in the name of or payable to the corporation, will be signed or endorsed by the President and Treasurer, and/or any additional office herby designated by the Board of Directors.

Section 2:  Fiscal Year

The fiscal year of the corporation shall be the same as the calendar year.

Section 3:  Audits

The books of the corporation, may, at the discretion of the Board of Directors, be turned over to a Certified Public Accountant (CPA) for audit at the end of each fiscal year.  The Board of Directors may request additional audits whenever the Board of Directors shall deem it advisable.

Section 4:  Un-Budgeted Expenditures

The President and Treasurer shall not exceed $300.00 per calendar month for un-expected expenditures without the Board of Directors approval.

Section 5: Conflict of Interest Policy

It is the policy of the Camarillo Roadrunners Youth Football organization that no Officer or Board Member maybe related through family or business relationships with any service provider receiving compensation from the Camarillo Roadrunners. It shall also be our policy that no Officer or Board Member shall receive compensation from or be in a position of influence with a service provider or vendor.

Article VIII – By-Laws & Policies and Procedures Review Meetings

By-Laws and Policies & Procedures Review Meetings will be held on the last week in Jan.

Article IX– Policies and Procedures

All manuals and guidelines that have been distributed by the Board of Directors are here-by incorporated into the PYFL and Camarillo Roadrunners By-Laws.