NON-PROFIT BYLAWS OF
MATTHEWS ATHLETIC and RECREATION ASSOCIATION
The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of North Carolina, and the Articles of Incorporation of Matthews Athletic and Recreation Association. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of North Carolina, said Non-Profit Corporation Act shall be controlling. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation, then these Bylaws shall be controlling.
ARTICLE 1 - NAME
The legal name of the non-profit corporation is Matthews Athletic and Recreation Association, which shall herein be referred to as the "MARA."
ARTICLE 2 - PURPOSE
The general purposes for which MARA has been established are as follows:
The purpose for which the Non-Profit Corporation is formed is to promote and sponsor recreational and competitive athletic activities for the youth of the Town of Matthews.
MARA was established within the meaning of IRS Publication 557 Section 501(c)(3) Organization of the Internal Revenue Code of 1986, as amended (the "Code") or the corresponding section of any future federal tax code and shall be operated exclusively to provide access and opportunities for the youth who live in and near the Town of Matthews to participate in youth athletics.
In addition, MARA has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the MARA shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.
MARA shall also hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of North Carolina and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the organization. At no time and in no event shall the MARA participate in any activities which have not been permitted to be carried out by an organization exempt under the Code.
ARTICLE 3 - OFFICES
The registered office for MARA shall be Weaver & Budd 10550 Independence Pointe Parkway, Suite 301 Matthews, North Carolina. The registered agent shall be: Laura H. Budd, Esq.
The principal office for purposes of receiving mail for MARA shall be P.O. box 1023, Matthews, North Carolina 28105.
The principal location of events and activities for MARA shall be at 1200 N. Trade Street Matthews, North Carolina 28105.
MARA may have other such offices as the Board of Directors may determine or deem necessary, or as the affairs of the MARA may find a need for from time to time.
ARTICLE 4 - DEDICATION OF ASSETS
The properties and assets of the MARA are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of MARA, on dissolution or otherwise, shall inure to the benefit of any person or any director or officer of MARA. On liquidation or dissolution, all remaining properties and assets of the MARA shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Code.
ARTICLE 5 - BOARD OF DIRECTORS
General Powers and Responsibilities
MARA shall be governed by a Board of Directors (the "Board"), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of North Carolina. The Board shall establish policies and directives governing business and programs of MARA and shall delegate to the MARA staff, Commissioners, and Committee Members subject to the provisions of these Bylaws, the authority and responsibility necessary to ensure MARA’s policies and directives are appropriately followed.
Number and Qualifications
The Board members shall have up to fifteen (15), but no fewer than thirteen (13), Board members. The number of Board members may be increased beyond fifteen (15) members or decreased to less than thirteen (13) members by the affirmative vote of a two-thirds majority of the then serving Board of Directors.
In addition to the regular membership of the Board, representative of such other organizations or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, which will have the same rights and obligations, excluding voting power, as the other directors.
No member of the Board shall receive compensation other than reimbursement for reasonable expenses incurred for MARA business. However, provided the compensation structure and conditions set forth in the Sections relating to "Contracts Involving Board Members and/or Officers" as stipulated under these Bylaws is complied with, nothing in these Bylaws shall be construed to preclude any Board member from serving the MARA in any other capacity and receiving compensation for services rendered.
Elections shall be held at the annual meeting of the Members of MARA held in December of each year. Any member of MARA in good standing shall be eligible to run for election to sit on the Board of Directors. The vote shall be majority vote.
Term of Board
All appointments to the Board shall be for a term of two years. No person shall serve more than two consecutive terms, unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member to serve one (1) additional one (1) year term. After serving the maximum total number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after one (1) year has passed since the conclusion of such Board member's service.
A vacancy on the Board of Directors shall exist at the occurrence of the following conditions:
- The death, resignation, or removal of any director;
- The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Nonprofit Corporation Act of the laws dealing with the standards of conduct for a director, or has missed three (3) consecutive meetings of the Board of Directors, or a total of five (5) meetings of the Board during any one (1) calendar year;
- An increase in the authorized number of directors; or
- The failure of the directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors.
The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner set forth in this Article 5 that such action will be considered at such meeting.
Except as provided in this paragraph, any director may resign effective upon giving written notice to the President of the Board, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective.
Any vacancy on the Board may be filled by vote of a simple majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Each Board member shall have the right to resign at any time upon written notice thereof to the President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof.
The Board's regular meetings shall be held monthly at such time and place as shall be determined by the Board. The President of the Board or any two regular Board members may call a special meeting of the Board with ten (10) days' written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold a meeting of the Board within Matthews, North Carolina.
The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted. However, in the event that the Secretary is unavailable, the President of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to MARA to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within thirty (30) business days after the close of each Board meeting.
Action by Written Consent
Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting, if consent in writing setting forth the action so taken shall be signed by a simple majority of the Board members. Such consent shall be placed in the minute book of the MARA and shall have the same force and effect as a unanimous vote of the Board taken at an actual meeting. The Board members' written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic "consent click" acknowledgments shall be effective as original signatures.
At each meeting of the Board of Directors or Board Committees, the presence of eight (8) persons shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the President of the Board shall be the deciding vote. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting.
Each Board member shall only have one vote.
Board members shall not be allowed to vote by written proxy
Board Member Attendance
An elected Board Member who is absent from three consecutive regular meetings of the Board or five (5) regular meetings during a fiscal year may be considered resigned from the Board absent extenuating circumstances that warrant such absences.
ARTICLE 6 - OFFICERS
Officers and Duties
The Board shall elect officers of MARA, which shall include the President, President Elect, Past President, a Secretary, a Treasurer, and such other officers as the Board may designate by resolution. The same person may hold any number of offices, except that the Secretary may not serve concurrently as the President nor may the Treasurer serve concurrently in any other officer position. In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, the Articles of Incorporation, or by these Bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at its discretion.
The officers will be selected by the Board at its annual meeting and shall serve the needs of the Board. All officers have the right to resign at any time by providing notice in writing to the President or Secretary. All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation.
Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance to the herein prescribed Bylaws for regular appointments to such office.
President of the Board.
It shall be the responsibility of the President of the Board, when present, to preside over all meetings of the Board of Directors and oversee the operations of all Commissioners and Committees. The President shall be responsible for the implementation and execution of all orders and resolutions authorized by the Board, and shall see that all officers and agents of MARA perform their duties.
It shall further be the responsibility of the President, in general, to supervise and conduct all activities and operations of MARA, subject to the control, advice and consent of the Board of Directors. The President shall keep the Board of Directors completely informed, shall freely consult with them in relation to all activities of the organization, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended. The President shall be empowered to act, speak for, or otherwise represent MARA between meetings of the Board. The President shall be responsible for the hiring and firing of all personnel and shall be responsible for keeping the Board informed at all times of staff performance and for implementing any personnel policies which may be adopted and implemented by the Board. The President, at all times, is authorized to contract, receive, deposit, disburse and account for all funds of MARA, to execute in the name of the MARA, all contracts and other documents authorized either generally or specifically by the Board to be executed by MARA, and to negotiate any and all material business transactions of MARA.
In the absence of the President, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the President Elect to perform all the duties of the President, and in doing so shall have all authority and powers of and shall be subject to all of the restrictions on, the President.
In the absence of the President and President Elect, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the Past President to perform all the duties of the President and President Elect, and in doing so shall have all authority and powers of and shall be subject to all of the restrictions on, the President and President Elect.
The Secretary, or his/her designee, shall be the custodian of all records and documents of MARA, which are required to be kept at the principal office of MARA, and shall act as secretary at all meetings of the Board of Directors, and shall keep the minutes of all such meetings on file in hard copy or electronic format. S/he shall attend to the giving and serving of all notices of MARA.
It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of MARA, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.
The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of MARA as may be ordered by the Board of Directors, and shall render to the President, and directors whenever they request it, an account of all the Treasurer's transactions as treasurer and of the financial condition of MARA.
At each monthly meeting, the Treasurer shall distribute to the Board the monthly financial statements consisting of no less than the current Profit & Loss Statement, Balance Sheet, Cash Flow Analysis, and as needed Budget update on Special Projects then on-going.
The Treasurer shall give the MARA a bond, if so requested and required by the Board of Directors, in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer's office and for restoration to the MARA of all its books, papers, vouchers, money and other property of every kind in the Treasurer's possession or under the Treasurer's control upon the Treasurer's death, resignation, retirement, or removal from office. MARA shall pay the cost of such a bond.
ARTICLE 7 - COMMITTEES
The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided that a quorum is present, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these Bylaws.
Each such committee shall consist of one (1) or more directors and may also include persons who are not on the Board but whom the directors believe to be reliable and competent to serve on a specific committee. However, committees exercising any authority of the Board of Directors may not have any non-director members. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board.
No committee, regardless of Board resolution, may:
- Approve of any action that, pursuant to applicable law, would also require the approval of the Board of Directors.
- Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the authority of the Board.
- Fix compensation of any person then employed or seeking employment with MARA.
- Amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws.
- Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable.
- Appoint any other committees of the Board of Directors or their members.
- Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale, lease, or exchange of all or considerably all of the property and assets of the MARA, or revoke any such plan.
- Approve any self-dealing transaction, except as provided pursuant to law.
Unless otherwise authorized by the Board of Directors, no committee shall compel the MARA to enter into a contract or agreement or expend MARA funds.
Meetings and Actions of Committees
Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 5 - Board of Directors, concerning meetings and actions of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee.
Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the MARA records. The Board of Directors may adopt rules not inconsistent with the provisions of these Bylaws for the governance of any committee.
If a director relies on information prepared by a committee on which the director does not serve, the committee must be composed exclusively of any or any combination of (a) directors, (b) directors, volunteers, or employees of MARA whom the director believes to be reliable and competent in the matters presented, or (c) counsel, independent accountants, or other persons as to matters which the director believes to be within that person's professional or expert competence.
Finance Committee: The Finance Committee shall consist of the Treasurer and no less than two volunteers of MARA, who are responsible for: 1) the development of the annual and multi-year operating budget for the organization’s budgeting and financial planning; 2) the creation of the organization’s internal controls; 3) setting long term financial goals for the organization, such as creating working capital or cash reserve funds, gross and net revenue targets; and 4) ensuring adherence to the budget and achievement of the adopted goals by monitoring and reporting the organization’s financial activity.
Bat and Ball Committee: The Bat and Ball Committee shall consist of the Commissioners of baseball and softball, and no less then 3-5 volunteers who are: 1) responsible for compliance with the Standard Operating Procedures and Policies for all diamond Sports; 2) annual and multi-year planning for the Diamond Sports; and 3) monitoring and updating the Field Manager and President of field and/ or Park conditions that may necessitate repairs, upgrades, or field closures in the event of inclement weather.
Gridiron Committee: The Gridiron Committee shall consist of the Commissioners of Tackle Football, Flag Football, and Cheer and no less then 3-5 volunteers who are: 1) responsible for compliance with the Standard Operating Procedures and Policies for all rectangle sports; 2) annual and multi-year planning for the rectangle sports; and 3) monitoring and updating the Field Manager and President of field and/ or Park conditions that may necessitate repairs, upgrades, or field closures in the event of inclement weather.
ARTICLE 8 - STANDARD OF CARE
A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of MARA and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances.
In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
- One or more officers or employees of the MARA whom the director deems to be reliable and competent in the matters presented;
- Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person's professional or expert competence; or
- A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.
Except as herein provided in Article 8 - Standard of Care, any person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which MARA, or assets held by it, are dedicated. Acts that constitute gross negligence and /or intentional conduct are expressly excluded from this provision.
MARA shall not make any loan of money or property to, or guarantee the obligation of, any director, officer, employee, or volunteer.
Conflict of Interest
The purpose of the Conflict of Interest policy is to protect MARA’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable corporations/organizations and is not intended as an exclusive statement of responsibilities.
Restriction on Interested Directors
Not more than thirty percent (30%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person currently being compensated by the MARA for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise; and (2) any brother, sister, parent, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the interested person.
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed transaction or arrangement.
Establishing a Conflict of Interest
After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
Addressing a Conflict of Interest
In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:
- Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.
- The Executive Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the Board shall determine whether the MARA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the MARA, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.
Violations of Conflict of Interest Policy
Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.
If, after hearing the interested person's explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Procedures and Records
All minutes of the Board meetings, when applicable, shall contain the following information:
- The names of all the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and any votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any vote taken in connection with the proceedings.
Acknowledgement of Conflict of Interest Policy
Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement which affirms that such person:
- Has received a copy of the conflict of interest policy;
- Has read and understands the policy;
- Has agreed to comply with the policy; and
- Understands that the MARA is a charitable organization, and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Violation of Loyalty – Self-Dealing Contracts
A self-dealing contract is any contract or transaction (i) between MARA and one or more of its Directors, or between MARA and any corporation, firm, or association in which one or more of the Directors has a material financial interest ("Interested Director"), or (ii) between MARA and a corporation, firm, or association of which one or more of its directors are Directors of MARA. Said self-dealing shall not be void or voidable because such Director(s) of corporation, firm, or association are parties or because said Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self-dealing contract, if:
- All material facts are fully disclosed to or otherwise known by the Board of Directors and the Board of Directors authorizes, approves, or ratifies the self-dealing contract in good faith, without counting the vote of the Interested Director(s), and the contract is just and reasonable as to MARA at the time it is authorized, approved, or ratified; or
- As to contracts not approved as provided in above section (a), the person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to MARA at the time it was authorized, approved, or ratified.
Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section.
To the fullest extent permitted by law, MARA shall indemnify its "agents," as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, legal representatives, successors and assigns, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," and including any action by or in the right of MARA, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.
To the fullest extent permitted by law, and, except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any "proceeding" shall be advanced by MARA upon receipt of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by MARA for those expenses.
MARA shall have the power to purchase and maintain insurance on behalf of any agent of the MARA, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, or to give other indemnification to the extent permitted by law.
ARTICLE 9 - EXECUTION OF CORPORATE INSTRUMENTS
Execution of Corporate Instruments
The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon MARA.
Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of MARA, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of MARA, other corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by MARA shall be executed, signed, and/or endorsed by the President or the President Elect.
All checks and drafts drawn on banks or other depositories on funds to the credit of MARA shall be signed by such person or persons as the Board of Directors shall authorize to do so.
Loans and Contracts
No loans or advances shall be contracted on behalf of MARA and no note or other evidence of indebtedness shall be issued in its name, unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the MARA may enter into any contract or execute and deliver any instrument in the name of and on behalf of MARA.
ARTICLE 10 - RECORDS AND REPORTS
Maintenance and Inspection of Articles and Bylaws
MARA shall keep at its principal office the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.
Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns
MARA shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three (3) years from their date of filing, which shall be open to public inspection and copying to the extent required by law.
Maintenance and Inspection of Other Corporate Records
MARA shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board, or in the absence of such designation, at the principal office of MARA. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of MARA shall turn over to his or her successor or the President, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts or other property of MARA as have been in the custody of such officer, employee, or agent during his or her term of office.
Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of MARA and each of its subsidiary corporations/organizations. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts of documents.
Preparation of Annual Financial Statements
MARA shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be reviewed by an independent certified public accountant, in conformity with generally accepted accounting standards.
The Board shall ensure an annual report is sent to all directors within sixty (60) days after the end of the fiscal year of MARA, which shall contain the following information:
- The assets and liabilities, including trust funds, of the organization at the end of the fiscal year.
- The principal changes in assets and liabilities, including trust funds, during the fiscal year.
- The expenses or disbursements of MARA for both general and restricted purposes during the fiscal year.
- The information required by Non-Profit Corporation Act concerning self-dealing transactions or indemnifications which took place during the fiscal year.
The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the certificate of an authorized officer of MARA that such statements were prepared without audit from the books and records of MARA.
ARTICLE 11 - FISCAL YEAR
The fiscal year for MARA shall end on December 31st.
ARTICLE 12 - AMENDMENTS AND REVISIONS
These Bylaws may be adopted, amended, or repealed by the vote of a two-thirds majority of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed Bylaw revisions, with explanations, is given in accordance with these Bylaws.
ARTICLE 13 - CORPORATE/ORGANIZATION SEAL
The Board of Directors may adopt, use, and alter a corporate seal. The seal shall be kept at the principal office of MARA. Failure to affix the seal to any corporate instrument, however, shall not affect the validity of that instrument.
ARTICLE 14 - CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation, a limited liability company, a partnership, and a joint venture as well as a natural person. If any competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these Bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.
CERTIFICATE OF SECRETARY
I, _/e/Graham Pierce___________________________, certify that I am the current elected and acting Secretary of the Matthews Athletic Recreation Association, and the above Bylaws are the Bylaws of the Matthews Athletic Recreation Association as adopted by the Board of Directors on 1st of June, 2019, and that they have not been amended or modified since the above.
EXECUTED on this day of 1st of June, 2019, in the County of Mecklenburg in the State of North Carolina.
/e/ Graham Pierce
(Duly Elected Secretary)