SRA Bylaws

† Please contact the SRA President to ensure this is the most recent revision of the SRA bylaws.

I.  NAME: The name of this non-stock corporation shall be "Smithfield  Recreation Association, Inc.", and for designation purposes, it is  referred to in these bylaws as the "Association”. 

II.  PURPOSE: This Association is formed for the purpose of promoting,  encouraging and stimulating interest in wholesome, supervised recreation  through educational and participatory programs.  It shall have full  power and authority, by way of example and not by way of limitation, to:  

a. own property and equipment; 

b. engage in and promote recreational activities; 

c. raise money by popular subscription, or in any other legal manner; 

d.  use and expend any and all such property or money, either or both, in  and about the accomplishment of its purposes, as herein set out; 

e. contract and be contracted with; 

f. lease, and to lease to others real estate and personal property; 

g. employ such person or persons as may be deemed proper and necessary for effecting the purposes of the Association; 

and  shall have generally all other powers necessary or convenient in and  about the attainment of the purposes for which it is organized.  Except  as provided under Section XVIII, Termination of Association, all money  raised, by popular subscription or otherwise, and all property of the  Association shall be devoted exclusively to promoting, encouraging and  stimulating wholesome, supervised recreation through educational and  participatory programs.  No income or asset of the Association shall  inure to the benefit of any individual. 

III. ADDRESS: 

a.  REGISTERED AGENT: The Post Office address of the registered office  shall be 353 Main Street, Smithfield, in Isle of Wight County, Virginia  23430, and the initial registered agent shall be William K. Barlow, a  member of the Virginia State Bar and a resident of the State of  Virginia, whose business address is the same as that of the registered  office of the Association. 

b. REGULAR POST OFFICE ADDRESS: P. 0. Box 23, Smithfield, Virginia 23431. 

IV. MEMBERSHIP: 

a.  Members in this Association shall consist of such persons who apply for  membership, in such manner as designated by the Board of Directors of  the Association (hereinafter the Board), who shall pay their membership  dues and any other assessments authorized by the Board. 

b.  Members agree that they will abide by the bylaws and other rules of the  Association and that failure to abide by these bylaws or any other rule  of the Association shall be grounds for membership termination without  refund of any membership dues or assessments. 

c. Without paying  any initiation fee or additional annual dues, other than any fee that  may be assessed for participation in a program sponsored by the  Association, the member’s family, shall enjoy all Association  privileges.  The member’s family is defined to include a member's spouse  and any unmarried child or other dependent of the member or his or her  spouse, such child being i) under 18 years of age and living at home,  ii) under 22 years of age and attending school with family support, or  iii) under 22 years of age and serving in the Armed Forces.  With  respect to Association related activities and activities conducted on or  with Association property, the member agrees to be responsible for his  or her conduct, and for the conduct of any member of his or her family. 

d.  In situations where children or other dependents of a member do not  live in the household of the member, the Board may allow for such  children or other dependents to be treated as part of the family of the  member. 

V. DUES: The Board shall direct the Treasurer as  to the time and manner for the collection of dues and fees.  The Board  may establish policies relating to the collection or refund of dues.  Failure to pay dues at the time and in the manner so established shall  result in membership termination. 

VI. MEMBERSHIP MEETINGS: 

a.  ANNUAL:  The annual meeting of the Association shall be held on the  last day of onsite Spring Registration, or at such other time, not more  than thirty (30) days before or thirty (30) days after the last onsite  Spring Registration date, as shall be designated by the Board of  Directors, after giving notice not less than ten (10) nor more than  twenty-five (25) days before said meeting to each member.  The purpose  of the Annual Meeting shall be to inform the Membership of such matters  as the Board may bring before the Membership and to obtain Membership  input concerning the activities of the Association. 

b. SPECIAL  MEMBERSHIP MEETINGS CALLED BY THE BOARD:  In addition to the annual  meeting of the Association in September, membership meetings may be  called by the Board at such time, in such place and for such purposes as  the Board may determine.  A notice giving time and place of the meeting  and stating the nature of the business to be transacted shall be mailed  to each member of the Association at least ten (10) days but not more  than twenty-five (25) days prior to the meeting, and at such meeting no  other business than that stated may be transacted.  

 c. SPECIAL  MEMBERSHIP MEETINGS CALLED AT REQUEST OF MEMBERS:  Upon the written  request of fifteen percent (15%) or more of the membership i) delivered  in person or by US mail to any member of the Board and ii) specifying  the action being requested of the Board and/or any motion to be  presented, the Board shall, within 30 days following the first regular  Board meeting occurring 10 days after receipt of the special meeting  request, call a special meeting of the membership.  A notice giving time  and place of such special meeting,  stating the nature of the business  to be transacted, including both the items specified in the special  meeting request and any other item determined by the Board to be  appropriate, shall be mailed to each member of the Association at least  ten (10) days but not more than twenty-five (25) days prior to the  meeting, and at such meeting no other business than that stated may be  transacted.   

VII. LIMITED POWER TO AMEND BY-LAWS AND TO  REMOVE BOARD MEMBERS RESERVED BY MEMBERS:  Provided that there is a  quorum, these by-laws may be amended, and any Board member may be  replaced, by majority vote at any annual or special membership meeting.   Regardless of agenda, a motion to amend these by-laws or to replace a  board member shall be heard and acted upon at any membership meeting. 

a.  QUORUM: At any membership meeting, a quorum shall exist if and only if  at least one-quarter (1/4) of the then current membership is present in  person at such Association meeting. 

VIII. NOTICE:  Any  notice required under these bylaws shall be accomplished in any manner  that is reasonably expected to apprise the intended notice recipient of  the contents of the notice.  Not by way of limitation, the use of United  States Mail and e-mail, both with no return receipt required, shall  constitute sufficient notice.   Mailing or e-mailing of notice shall be  made to the last address provided in writing, or via e-mail, to the  Association. 

IX. BOARD OF DIRECTORS: 

a. MEMBERSHIP  OF BOARD:  The governing body of this Association shall be known as the  Board of Directors and shall consist of the following: 

i. President 

ii. Vice-President 

iii. Secretary 

iv. Treasurer 

v. Concession Committee Chairperson 

vi. Publicity/Sponsorship Committee Chairperson 

vii. Equipment Committee Chairperson 

viii. Building and Grounds Committee Chairperson 

ix. Information Technology (IT) Committee Chairperson 

x. Baseball Commissioner 

xi. Softball Commissioner 

xii. Such additional members as the Board may determine 

b.  The Board shall be elected in the manner hereinafter provided, for a  term of one (1) year, although each may be elected to succeed himself or  herself for up to three (3) additional terms, or may be elected to  serve in any other Board position, and shall hold office until his or  her successor is elected and qualified. 

c. In the event that the  Nominating Committee is unable to recommend a replacement Board member,  the Nominating Committee may recommend to the Board that the current  Board member be reelected for more than three (3) additional terms.   However, such recommendation should only be made in unusual  circumstances and shall require a concurrence of at least three-quarters  (¾) of the Board.  In such a situation, the Board Member who is the  subject of the recommendation, and the chair of the meeting shall be  entitled to vote. 

d. The Board Term shall be from October 1 through September 30. 

X. POWERS OF THE BOARD: 

a.  GENERALLY:  The Board shall constitute the governing body of this  Association and shall have complete and full management and control of  the business of the Association.  It may employ such person or persons  as may be necessary in and about the effecting of the purposes of the  Association. 

b. SPECIFICALLY:  In addition to any and all powers  conferred upon by the Board by law, and by the Articles of Incorporation  of the Association, these bylaws, without in any manner or degree  abrogating, limiting or modifying any of its powers, grant to the Board  the following authority: 

i. To elect Board members prior to the annual membership meeting, to serve for the next forthcoming Board Term. 

ii.  To set forth the terms and conditions upon which a person may be  accepted to membership; to examine and judge the qualification of each  applicant for membership, being hereby granted full and final authority  to accept or reject any such membership application. 

iii. To hear  and determine charges made against any member, full and final authority  hereby granted to reprimand, suspend and expel any member in accordance  with the bylaws.  A member may be privately disciplined for cause upon  the affirmative vote of a majority of the entire Board (not just those  Board members present), but public reprimand, suspension, or expulsion  shall require affirmative vote of three-fourths (3/4ths) of the entire  Board (not just those Board members present). 

iv. To appoint any needed committees and to define and delegate the duties and powers of each committee. 

v. To determine initiation fees and annual dues. 

vi.  To make, alter, or amend Association rules and regulations, and bylaws,  as long as they are consistent with State law, the Articles of  Incorporation, and the bylaws. 

vii. To remove a director from the  Board for cause.  For example, and not by way of limitation, the  absence of a director from three (3) consecutive meetings of the Board,  unless excused by the Board, shall be considered sufficient cause for  removal. 

viii. To choose a successor, who shall hold office for the unexpired term, in the event of a vacancy among the directors. 

ix.  To employ, in its discretion, at such times as it may determine, one or  more qualified persons, not necessarily members of the Association, to  audit the books of the Association or any officer, employee,  committeeman or agent thereof. 

x. To budget for the maintenance and operation of the Association and all of its activities.   

xi.  To exercise the powers of Comptroller in making adjustments or transfer  of funds from one budget category or item to another, as the need shall  arise upon the recommendation of the Treasurer and upon approval of the  Board. 

xii. To employ or contract with such individuals or  entities as the Board, from time to time, may determine to be in the  best interests of the Association. 

XI. LIMITATION ON BOARD POWERS. 

a.  Notwithstanding any other provision of these by-laws to the contrary,  express or implied, the Board is not empowered to modify Article VII  relating to the power of the membership to modify these by-laws and to  replace a Board member. 

b. Notwithstanding any other provision of  these by-laws to the contrary, express or implied, the Board is not  empowered to modify the limitation on its powers contained in this  Article XI. 

XII. BOARD MEETINGS: 

a. REGULAR:  The  Board of Directors shall meet once a month, and at such other times as  the President of the Association or any three (3) members of the Board  may designate. 

b. NOTICE REQUIREMENT:  Notice of a Board meeting  that is scheduled at a Board meeting shall not be required.  Notice for  any other Board meeting shall be provided not less than five (5) nor  more than twenty-five (25) days prior to the date of the meeting and  shall specify the purpose for such meeting.  At such special meeting,  only the business specified in the notice shall be conducted. 

c.  CHAIR:  The Chair shall act as parliamentarian and follow Roberts Rules  of Parliamentary Procedure, and shall vote only in the event of a tie.   The President of the Association shall generally be the Chair of the  Board.  However, in the event that the President is not present at the  meeting, or determines that it is appropriate to relinquish the chair  for part or all of a meeting, the Vice-President shall assume the  chair.  In the event that neither the President nor Vice-President is  able to chair part or all of a meeting, the Board shall appoint a chair.  

d. VOTING:   

i. Except as hereinafter provided, a quorum shall be a majority of the Board. 

ii.  Assuming a quorum is present, except in cases of expulsion, removal and  by-laws amendment, and except as otherwise specifically provided in  these bylaws, valid Board action requires that more votes be cast in  favor of the action than against the action. 

iii. Assuming a quorum is present, in cases of expulsion, removal and by-laws amendment, valid Board action requires that 3/4ths or  more of the entire Board, (not just those Board members present) be  cast in favor of the action.  The chair, unless the subject of the  removal proceeding, shall be entitled to vote. 

iv. In the event of a tie, the chair may cast a vote in favor of the action, thereby causing the Board to take the action. 

XIII.  EXECUTIVE COMMITTEE:  The Executive Committee shall be four (4) in  number, the Board Secretary being the same as the Secretary of the  Association; the Board Treasurer being the same as the Treasurer of the  Association; the Baseball Commissioner being the same as the Baseball  Commissioner of the Association; and the Softball Commissioner being the  same as the Softball Commissioner of the Association.  The Executive  Committee shall serve as Nominating Committee for Board positions and  shall perform such duties and exercise such powers as the Board, from  time to time, may determine.  

XIV. OFFICERS: 

a.  ELECTION: Officers of the Association shall be Directors and shall be  elected by the Board prior to the annual membership meeting as  hereinbefore provided.  The officers of this Association shall be a  president, vice-president, secretary, and treasurer, all of whom shall  be elected for a term of one (1) year, in the manner hereinbefore  provided and shall hold office until their successors are elected and  qualified.   

b. DUTIES: 

i. PRESIDENT:  Shall  preside at all meetings of the Association; shall make reports to the  Board and to the Association; shall perform all other duties which are  incidental to the office of President, or which shall be required of the  President by the Board of Directors.  The President shall be an  exofficio member of all committees for the purpose of coordination the  functions of all committees with that of the general organization. 

ii.  VICE-PRESIDENT: In the absence or disability of the President,  shall-perform all of the duties of the President, except as otherwise  herein provided. The Vice-President shall also be responsible for  scheduling umpires for all baseball and softball games. 

iii.  SECRETARY:  Shall keep the minutes of the Board; shall keep an accurate  roll of the membership of the Association; shall be the custodian of the  Association's seal and affix it to all such written documents as  require it; shall sign or counter-sign all such instruments as may  require the Secretary’s signature as a corporate officer of the  Association; shall issue or cause to be issued all notices of all  meetings and shall keep the minutes and records thereof; shall keep or  cause to be kept a corporation record book in which shall be entered an  accurate history of all resignations of members or officers and all  membership forfeitures, suspensions and expulsions, together with  accurate listing of all members' names, home address and telephone  numbers.  The Secretary shall have the power to delegate the maintenance  of membership records to other members of the Board. 

iv.  TREASURER:  Shall receive all monies of the Association and pay out the  same upon authorization of the Board, shall be the custodian of all  Association funds; shall collect fees and dues from members; shall by  letter, or otherwise, regularly advise delinquents of their unpaid  indebtedness; shall deposit all funds in a depository designated by the  Board; shall disburse the Association funds as authorized by the Board;  shall keep, or cause to be kept, proper vouchers of all sums disbursed  and complete and regular accounts in accordance with a system  satisfactory to the Board; shall submit at each regular meeting of the  Board complete information as to the financial condition of the  Association; shall, at the Annual Meeting, submit a complete and  comprehensive statement of the Association's financial affairs; shall  make the books and records of the Association available to all Board  members; and shall be properly audited, at such time and in such manner  as the Board may determine.  The Treasurer shall furnish a bond for the  faithful performance of the Treasurer’s duties and the proper accounting  of all funds which may come into the Treasurer’s hands as such officer,  such bond to be in an amount determined by the Board, surety on such  bond to be paid by the Association. 

XV. COMMITTEES: 

a.  CONCESSIONS COMMITTEE: The Concessions Committee shall consist of a  chairperson and such other Association members or non-members as the  Concessions Chair may determine, who shall have charge of all  refreshments and concessions of every kind, and facilities used in  affording refreshments and/or concessions. 

b. INFORMATION  TECHNOLOGY (IT) COMMITTEE: The IT Committee shall consist of a  chairperson and such other Association members as the IT Chair may  determine, who shall be responsible for maintaining the technology  infra-structure, such as the domain, e-mail, website, registration and  data base.  

c. EQUIPMENT COMMITTEE: The Equipment Committee shall  consist of a chairperson and such other Association members or  non-members as the Equipment Chair may determine, who shall i) maintain,  purchase, and distribute all uniforms and equipment for all teams of  the Association and ii) maintain adequate records and inventory.

 d.  BUILDING AND GROUNDS COMMITTEE:   The Building and Grounds Committee  shall consist of a chairperson and such other Association members or  non-members as the Building and Grounds Chair may determine, who shall  maintain all playing fields, buildings and surrounding areas. 

e.   PUBLICITY/SPONSORSHIP COMMITTEE: The Publicity/Sponsorship Committee  shall consist of a chairperson and such other Association members or  non-members as the Publicity/Sponsorship Chair may determine, who shall  publicize all activities of this Association, through newspaper, signs,  or any other publications deemed necessary by the Board of Directors. 

f.    BASEBALL COMMISSIONER: The Baseball Commissioner shall represent the  Association at all Pony Baseball organized sports; in coordination with  the Softball Commissioner, schedule baseball games and practices; shall  recommend special rules to the Board for its approval; shall render  decisions regarding rules during the season, such decisions not being  subject to appeal.   

g. SOFTBALL COMMISSIONER: The Softball  Commissioner shall represent the Association at all Pony Softball  organized sports; in coordination with the Baseball Commissioner,  schedule softball games and practices; shall recommend special rules to  the Board for its approval; shall render decisions regarding rules  during the season, such decisions not being subject to appeal.   

h.  MEETINGS: Each Committee of the Association shall meet at such time and  place as shall be deemed necessary by the Board or the President of the  Association, and at such other times as the Chairperson of the  respective committee desires.

XVI. MISCELLANEOUS PROVISIONS: 

a. FISCAL YEAR: Shall be the calendar year beginning January 1.

b.  OFFICER AND DIRECTOR YEAR:  All directors, officers and committee  members will take office as of October 1 and shall serve through  September 30. 

c. COMPENSATION: No salary or other compensation  shall be paid any director, officer or committee member of the  Association for serving in such capacity except when specifically  provided for by action of the Board. 

d. RULES OF PARLIAMENTARY  PROCEDURE: In the conduct of all meetings, Roberts Rules of Order shall  govern except where inconsistent with these by-laws. 

XVII. INTERPRETATION OF BY-LAWS:  The Board shall make all interpretations of these by-laws. 

XVIII.  TERMINATION OF ASSOCIATION:  In the event this Association is disbanded  or otherwise ceases to exist, all Association assets shall be turned  over to an Internal Revenue Code Section 501(c)(3) entity.  Such entity  shall be determined by the Board and shall, to the extent possible, have  purposes that are similar to those of this Association. 

As approved by the membership at its annual membership meeting on 9/11/02.