Constitution of the Ten-O Club Incorporated


Constitution of the Ten-O Club
Incorporated

 

[a Georgia not-for-profit corporation]

Ratified on April 30, 2000 - Approved

Amended - August 21, 2006

Amended August 28, 2010

 

Article I - Name

 

This Corporation shall be known as the Ten-O Club
Incorporated.

 

Article II - Purposes and Objectives

 

To be the official booster club of the University of Georgia
women's gymnastics team and to foster and build enthusiasm and area support for
the women's gymnastics program.

 

Article III - Membership

 

Section 1. Membership in this corporation shall be open to
all interested persons.

 

Section 2. Qualifications for, and specific rights of
membership shall be provided for in the By-Laws.

 

Article IV - Officers

 

Section 1. Officers of the Corporation shall be: President, Vice
President, Secretary and Treasurer. The Treasurer will be a non-voting member
appointed by the President and Head Coach. Appropriate compensation for the
Treasurer will be proposed by the President and Head Coach and approved by the
Board.

 

Section 2. There will be a nominating committee of current
board members appointed by the President and Head Coach. The committee will
advise the Board of Directors (the Board) of its nominations for all office
positions at its April meeting each year.  
All of these nominations are then subject to the approval of the Board
at its meeting in May each year.  (as
provided in sections 3 and 4 below).

 

Section 3. All officers will be elected annually from the
current year’s Board, at the May meeting of the Board by a majority vote of the
members present. Those officers shall then take office on July 1 of that year.

 

 

Section 4. A mid-term vacancy in the office of President
shall be filled by the Vice President, who shall hold office for the remainder
of the unexpired term of that person. A vacancy in any other office shall be
filled by appointment by the Board for the unexpired term.

 

Section 5. All officers shall hold office for a period of
one year and may be re-elected until the end of their term on the Board.

 

Section 6. Duties of the officers shall be provided for in
the By-Laws.

 

Article V - Board of Directors

 

Section 1. The Board shall consist of 17 voting members as
follows:

 

Twelve at-large members; and  Four members appointed by the head coach of
the women's gymnastics team; and the Head Coach. 

 

Section 2. The immediate past President will be a non-voting
member of the Board for the one year following his or her term as President, unless
the immediate past President is elected to another officer position immediately
following the term or is serving out the remainder of an at-large position.

 

Section 3. The twelve at-large members of the Board will
serve four year terms which may be renewed. 
The at-large members' terms will be staggered, with two or three members
rotating off the Board each year.

 

Section 4. The nominating committee (described in Article
IV) will propose to the Board each year at its April meeting a slate of persons
to be considered for the at-large positions. All of these nominated persons
must, in the judgment of the nominating committee, have at least one year of
prior active involvement in the activities of the Corporation.

 

Section 5. The four members appointed by the head coach will
serve two year terms; and they may be re-appointed. At the time of the above
report of the nominating committee in April, the head coach will present to the
Board a report concerning the slots of any coach appointed Board members whose
terms will expire that year. Any new coach appointed members will be announced
at the May meeting; and will then take office the following July 1.

 

Section 6. Any vacancy in the office of any Board member
shall be filled by appointment for the unexpired term. This appointment shall
be made by a majority vote of the Board after nomination by the Nominating
Committee.

 

Article VI - Meetings

 

There shall be one meeting of the general membership
annually after the completion of the women's gymnastics season. Other general
membership meetings may be called at the discretion of the Board.

 

Article VII - Amendments

 

Section 1. Any proposal from any member in good standing to
amend the Constitution and/or Bylaws may be approved (for presentation at a
meeting of the general membership) by a simple majority of the Board present
and voting. Alternatively, any proposal may be approved (for presentation at a
meeting of the general membership) by a petition submitted to the Board which
carries the signatures of thirty percent or more of the current general members
in good standing. Once presented, any such proposal shall then be voted upon as
described below.

 

Section 2. Once a proposal is presented as described above,
this Constitution and Bylaws may be then be amended at any duly called general
membership meeting. Such amendment must be approved by an affirmative vote of
at least two-thirds of the members present and voting; provided that a written
copy of such approved or effectively petitioned proposal shall be made
available to each member in good standing of this Corporation at least thirty
days prior to the meeting at which the vote is taken.

 

Section 3. This Constitution and/or Bylaws may not be
suspended or dissolved.

 

Article VIII - Resolutions

 

Section 1. Resolutions shall be those actions adopted by the
Board and/or general membership that are not prohibited by the Constitution,
not in conflict with the By-Laws, and that are not transitory and temporary in
nature.

 

Section 2. Unless a greater voting requirement is imposed by
the Constitution or Bylaws, resolutions shall be approved by simple majority of
the members in good standing present and voting at either any legally
constituted members of the Board, or at any legally constituted meeting of the
general membership.

 

Section 3. Resolutions adopted, either by the Board or the
general membership, shall be communicated in writing to all members of the
group adopting that resolution prior to the next regularly scheduled meeting of
that group.

 

Article IX - Distribution of Assets upon Dissolution

 

Upon dissolution of the Corporation, any assets remaining
after payment of all lawful claims and expenses shall be distributed to the
University of Georgia Foundation for the Gymnastics Endowment Fund. If the
University of Georgia Foundation for the Gymnastics Endowment Fund does not
exist, those assets shall be distributed to a not for profit organization
chosen by the Board and having the support of collegiate women's athletics as
one of its primary purpose and which is then exempt from federal income
taxation.

 

 

 

 

 

Bylaws of the Ten-O Club Incorporated

 

Ratified on April 30, 2000 - Approved

Ratified on August 28, 2010 - Approved

 

Article I - Membership

 

Section 1. Requests, dues, and fees

 

a. Membership requests shall be made in writing to the
Corporation on the form prescribed by the Board of Directors (the Board).

 

b. Dues for membership in this Corporation shall be set annually
by the Board. The Board may, in its discretion, create different membership
categories, with higher financial requirements and with correspondingly greater
benefits.

 

c. If the Board creates a category of membership by which
multiple members of one family or group may obtain membership benefits by
payment of a single membership fee, then the members of that family or group
shall collectively be treated as one member for purposes of voting.

 

d. Membership years will begin on July 1 of each year, at
which time dues for that year shall be payable. Memberships will be accepted
throughout the year thereafter, but will not be reduced or prorated; and
membership will expire on June 30 of the year following payment.

 

Section 2. Membership in this corporation shall be termed in
a good standing@ and shall remain in effect until one of the following occurs:

 

 a. Resignation;

 

b. Failure to pay annual membership dues;

 

c. Removal by majority vote of the Board present and voting.

 

d. Failure to comply with NCAA regulations.

 

Section 3. Voting.

 

a. All members in good standing shall be entitled to one
vote each on all matters before this Corporation requiring such action.

 

b. If not in person, this vote must be recorded in writing
and presented by another member in good standing only, and signed by the member
casting the vote.

 

 

Article II - Duties of the President

 

Section 1. Shall act as chief executive officer of this
Corporation and shall preside at all meetings of the Board and/or the general
membership.

 

Section 2. Shall make every reasonable effort to further the
policies adopted by this Corporation.

 

Section 3. Shall enforce the Constitution and By-Laws and
shall enjoy all rights and privileges inherent in the office of President.

 

Section 4. Shall appoint all committees as in his/her
judgment shall be temporarily necessary or proper to carry out the policies of
this Corporation.

 

Section 5. Shall know the Constitution and By-Laws of this
Corporation and shall be familiar with parliamentary usage.

 

Article III - Duties of the Vice President

 

Shall, in the absence or incapability of the President, be
vested with all powers of the President; and shall perform such other duties as
prescribed by the President as deemed necessary and proper; shall serve as the
senior advisor to the President.

 

Article IV - Duties of the Secretary

 

Shall keep written records of all meetings, send out all
notices, preserve all records, and have charge of printing all publications
necessary to, and ordered by the Corporation.

 

Article V - Duties of the Treasurer

 

Section 1. Shall collect and have charge of all monies, and
shall place all receipts of the Corporation into an account or accounts, from
which all payments of expenses and all other disbursements, approved in the
manner provided in these Bylaws, shall be made.

 

Section 2. All disbursements of this Corporation shall be
made by Corporate check carrying the signature of the Treasurer and the
President or Vice President. No disbursement shall be made until approved as
provided in these Bylaws and until appropriate documentation is received.

 

Section 3. Shall present a complete financial report at the
May meeting of the Board. In addition, a complete financial report shall be
given at any meeting of the general membership or of the Board when the Board
requests.

 

Section 4. Shall comply with all NCAA requirements for
financial auditing of the Corporation and shall cooperate with University of
Georgia officials in fulfilling the Corporation's and the University's
responsibilities to the NCAA.

 

Article VI - Executive Committee

 

An Executive Committee shall be formed each year at the May
meeting of the Board immediately following election of officers and Board
members. That executive committee shall hold office for a period of one year
beginning on July 1 following appointment. That executive committee shall
consist of the following: President, Vice President, Treasurer, Secretary and
one fourth year Board member. That executive committee may act on behalf of the
Board at any time between regular meetings of the Board at any time when the
committee in its discretion deems it to be in the best interest of the
Corporation. Any action taken by the Executive Committee shall be reported to
the Board at the regular Board meeting immediately following that action.

 

Article VII - Duties of the Board of Directors

 

Section 1. The management and control of this Corporation
shall be vested in the Board.

 

Section 2. The Board shall annually review membership dues.

 

Section 3. Except as provided in Article VII, the Board
shall meet to discuss and render decisions on all financial matters including the
payment of expenses and all disbursements deemed necessary and proper for the
operation of the Corporation and as set forth in the Constitution, Article IV,
Sections 1 through 7.

 

Section 4. In addition to the executive committee and any
committees appointed by the President as provided above, the Board shall
appoint additional committees as in their collective judgment are deemed
necessary and proper to carry out the policies of the Corporation.

 

Section 5. Decisions by the Board shall become effective
immediately unless otherwise expressly stated.

 

Article X - Meetings

 

Section 1. A legally constituted meeting is one for which
all persons specific to that meeting have been officially notified as to its
time and place at least five working days prior to the actual meeting.

 

Section 2. Meetings of the Board will be held as needed, but
at least annually.

 

Section 3. Special meetings of the Board may be called by
the President at any time when such meetings are deemed necessary and proper.

 

Section 4. There shall be at least one meeting of the full
general membership each year. This meeting will be called the Annual Business
Meeting@ and will be conducted at the end of the regular women's gymnastics
season.

 

Section 5. Special meetings of the general membership may be
called by the Board at any time when such meetings are deemed necessary and
proper.

 

Section 6. A quorum shall be constituted by the presence of
a majority of the Board at a meeting of the Board or by those actually present
and duly notified at a meeting of the general membership.

 

Section 7. All meetings shall be conducted in accordance
with Robert's Rules of Order (as revised from time to time.)

 

Section 8. The Secretary with the approval of the Board will
notify the full general membership at least two weeks in advance and no more
than two months in advance of the specific time and place of the Annual
Business Meeting or any specially called general membership meeting.

 

Section 9. The order of business at meetings of the Board of
Ten-O Club Incorporated shall be as follows:

 

a. Call to order;

 

b. Roll call, at the discretion of the President or other
presiding officer;

 

c. Reading and approval or correction of the minutes of the
previous meeting;

 

d. Treasurer's report followed by any other officers
reports;

 

e. Coach's report;

 

f. Standing committee reports;

 

g. Special committee reports;

 

h. Unfinished business (old business);

 

i. New business;

 

j. Adjournment.

 

 

 

 

 

 

 

 

Summary of Changes to
Ten-O Constitution and Bylaws ratified on April 30, 2000

 

Subject Area

 

Old section

 

New section

 

Summary

 

Nominating committee

 

Const., Art. 4, sec 4

 

Const., Art IV, sec 2

 

Clarifies who will serve on the committee and the date by
which its report must be complete

 

Senior VP

 

none

 

Const, sec 1,3

 

Bylaw, Art. IV

 

Creates a new officer to help deal with increasing workload
on president and president elect due to growth of the club - does not expand
size of board

 

Service requirement for board membership

 

none

 

Const., Art. V, sec. 4

 

Must have one year of active prior involvement

 

Board terms - elected members

 

Const., Art. V, sec. 3

 

Const., Art. V, sec. 3

 

Increases terms to four years so that most will have two
years of experience before becoming president elect - does not increase size of
board (three would rotate off each year)

 

Board terms - coach appointed members

 

Const., Art. V, sec. 4

 

Const., Art. V, sec. 5

 

Provides for staggering of terms (since terms of other board
members are staggered); and provides for two year terms so that the staggering
will work; can still be reappointed as often as coach sees fit

 

Athletic department member of board

 

none

 

Const., Art. V, sec. 2

 

Adds a representative of Athletic Department to board as a
non-voting member (much like the immediate past president)

 

Number of members of board

 

Const., Art. V, sec. 1

 

Const., Art, V, sec. 1

 

Clarification - not a change

 

Term of president

 

Const., Art. IV, sec.

 

6 Const., Art. IV, sec. 6

 

Clarifies that the president is immediately and
automatically succeeded by president elect

 

Board vacancies

 

none

 

Const., Art. V, sec. 6

 

Filled by board for unexpired term of person leaving

 

Multiple-party memberships

 

none

 

Bylaws, Art. 1, sec. 1c

 

clarifies that there is one vote per membership, not one
vote per person (e.g., a family has one vote)

 

Reduced fee memberships

 

Executive Committee

 

Distribution of assets upon dissolution

 

none

 

Const., Art. IX

 

to GEF if this entity should ever dissolve

 

Date of annual meeting

 

Const., Article VI

 

Const., Article VI

 

clarifies that it is at end of season B not necessarily in
May

 

Coordination with fiscal year

 

Const., Art IV, sec. 3

 

Const., Art IV, sec. 4,6; Const. Art. V, sec. 4, 5

 

everything starts on July 1

 

Summary of Changes to
Ten-O Constitution and Bylaws Amended on August 21, 2006

 

Subject Area

 

Old section

 

New section

 

Summary

 

Election of President

 

Const., Art. IV, sec 6

 

Const., Art IV, sec 6

 

Allowance for the president to be re-elected for a
subsequent term and the president-elect's term to be extended

 

Summary of Changes to
Ten-O Constitution and Bylaws Amended on August 28, 2010

 

Subject Area Officers

 

Const., Art. IV, sec 1

 

Officers of the Corporation; Treasurer will be a non-voting
member appointed by the President and Head Coach.  Addresses compensation to the Treasurer.

 

Const., Art. IV, sec 2

 

Nominating Committee of current board members Subject Area
Board of Directors: appointed by the President and Head Coach.

 

Const. Art IV, sec. 4

 

Changes the election of the Secretary and Treasurer to be
appointed positions

 

Const., Art. V, sec 1

 

The Board shall consist of 17 voting members

 

Const., Art. V, sec 2

 

Past President may become a voting member if elected to
another officer position

 

Const., Art. V, sec 3

 

Allows at-large members of the Board to be renewed after their
term expires.

 

Const., Art V, sec 4

 

Eliminates a board member from the UGA Athletic Department
to serve as a non-voting member. 

 

Const., Art. V, sec 5

 

Clarifies coach appointed members and terms (four members
appointed by the head coach will serve two year terms)

 

Bylaws, Art. I, sec 1, b.

Clarifies dues for membership

 

Bylaws, Art I., Sect 1, d.

 

Deletes section on non-voting members

 

Bylaws,  Art III

 

Removed duties of the President Elect (Position changed to
Vice President)

 

Duties of the Vice President clarified

 

Bylaws, Art.  VI

 

Duties of Executive Committee membership clarified (deleted
Senior Vice-President)

 

Bylaws, Art. VII, sec. 2

 

Wording changed to provide review of membership dues
annually.