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SPECIAL NEEDS ATHLETIC PROGRAM, INC.
Name, Governance, and Definitions
Section 1. The name of the organization shall be Special Needs Athletic Program, Inc., referred to herein as the “corporation.”
Section 2. The following terms, when used in these Bylaws, shall have the meanings indicated:
“SNAP” means the Special Needs Athletic Program, Inc.
“Board” or “Board of Directors” means the Board of Directors of Special Needs Athletic Program, Inc. as described in Article V below.
“Bylaws” means these Bylaws of SNAP, as they now exist or are hereafter amended.
Section 3. Governance. These Bylaws shall govern affairs of the corporation.
Section 4. Principal Office. The corporation shall have its principal office at such place as determined from time to time by the Board of Directors.
Section 5. Registered Office and Agent. The corporation shall maintain a registered office and registered agent as determined from time to time by the Board of Directors and these determinations will be memorialized by resolution. Proper notice of any change in the corporation’s registered agent will be filed with the office of the Arkansas Secretary of State.
Section 6. Books and Accounting Records. The corporation shall keep correct and complete books and records of account. All receipts of moneys and expenditures shall be properly recorded according to accepted accounting principles. A record of the proceedings of Board of Directors and committees shall be kept. All books and records of a corporation may be inspected by any Board member for any proper purpose at any reasonable time.
The purpose of the Special Needs Athletic Program, Inc. is to provide activities for special needs individuals through athletics.
The mission of the Special Needs Athletic Program, Inc.:
We believe that the Special Needs Athletic Program, Inc. (SNAP) mission is to expand the quality of life for individuals with disabilities through athletics and activities, to provide positive and encouraging leadership for the development of these individuals/athletes, and to support and enrich their lives through social interactions.
Section 1. The Board of Directors will elect, from the members of such Board, the officers of the Special Needs Athletic Program, Inc. (SNAP).
Section 2. The officers shall be a President, Vice President, Treasurer and Secretary
Section 3. Officers shall be elected at the last meeting of the fiscal year (fiscal year ending June 30 and new year beginning July 1) and shall hold office for a term of three years (with the exception of the formation of the initial Board of Directors in 2013; see initial Board term under Article V Section 1) or until their successors are elected. Their terms of office shall begin with the first Board meeting held in July.
Section 4. The officers shall be nominated by the Board of Directors. Should there be more than one nominee for an office, election shall be by ballot. The nominee who receives the plurality vote of the present and voting members shall be elected.
Section 5. A vacancy occurring in any office shall be referred to the Board of Directors.
Section 6. Duties of Officers:
The President shall be responsible for directing the work of the Board of Directors in administration, development, and execution of the established policies and plans of SNAP. The President shall preside over all meetings of the Board of Directors and shall be the chief executive officer of the corporation. The President shall act as the duly authorized representative of the Board of Directors in all matters in which some other person has not been specifically designed to act.
The Vice-President shall act in the absence of the President.
The Secretary shall give all required notices, take minutes of the meeting of the Board of Directors, maintain custody of the corporate records, and have the principle responsibility of preparing and disseminating all correspondence on behalf of the Board.
The Treasurer shall maintain custody of the financial records of the corporation. The Treasurer shall provide detailed financial information to the President and the Board of Directors by providing detailed bookkeeping services and quarterly financial status reports. The Treasurer will prepare, or oversee the preparation of, and provide financial reports to each Board member at all quarterly meetings and documents required by law to the IRS.
Section 7. No officer shall receive compensation from the corporation, except for reimbursement of reasonable out-of-pocket expenses evidenced by receipt or other proper document.
Section 8. The officers and other members of the Board of Directors are authorized to represent SNAP in speaking engagements and in other official capacities.
Section 9. Anyone nominated for election must believeand followthe purpose and intent of the SNAP mission statement.
Board of Directors
Section 1. The Board of Directors shall consist of at least 5 members and no more than 13 who shall serve until replaced as provided for herein, with the exception of the first initial year of formation of the Board with the minimum number of members consisting of at least 5.
The initial determination of term of office shall be decided at the first called Board of Directors meeting. Each member of the Board of Directors shall draw by a method of random selection for a one-, two-, or three-year term with one-third of the members being a one-year term, one-third being a two-year term, and one-third being a three-year term.
Following the random selection process as described above, at the completion of the initial term (being one year), each Board member appointed and agreeing to serve thereafter, shall hold office for a three-year term to commence on July 1 following such Board of Directors election, and until such Board member’s successor is chosen and qualified, or until such Board member resigns. The three-year terms of the members of the Board of Directors shall be staggered, with the Board of Directors attempting to have approximately one-third of the number of Board members elected each year.
Section 2. Qualifications for service on the board of Directors include: each member of the Board of Directors must affirm the SNAP Mission Statement.
Section 3. The charter Board of Directors as of the date of the approval of these Bylaws is:
A. Mark Stave
B. Bennie Horton
C. Jan Horton
D. Kelly Pope
F. David Smiley
G. Kelly Black
H. Philip Hutchinson
I. Cindy Hutchinson
Section 4. Nominees for appointment to the Board of Directors shall be submitted from the Board members. All appointments to the Board are to be approved by the Board.
Section 5. Any member of the Board may be removed by the Board with cause if, in its judgment, the best interests of SNAP would be served thereby. The removal of a member of the Board shall require an affirmative vote of two-thirds of the members of the Board.
Section 6. Any vacancy on the Board shall be filled by appointment made by the remaining Board members. A Director appointed to fill a vacant position shall serve for the unexpired term of the predecessor in office.
Section 7. The Board of Directors of the corporation shall be responsible for the management of all funds and activities of the corporation. The Board of Directors of the corporation may delegate to committees, officers, employees, or agents any powers that it deems advisable, but such parties shall be subject to the authority and direction of the Board of Directors.
Section 8. No Board member shall receive any compensation from the corporation, except for reimbursement of reasonable out-of-pocket expenses evidenced by receipt or other proper document.
Section 9. The President shall be appointed by two-thirds majority vote of the Board of Directors. The position of the President shall be to oversee the daily operations and report to the Board at meetings. The President shall serve as ex-officio member of the Board. The Board of Directors, by two-thirds majority vote, may remove the President.
Section 1. The Board of Directors shall meet once each quarter, which includes one end-of-the-year meeting known as the yearly meeting.
Section 2. Special meetings may be called by the President, or shall be called at the request of one-third of the members of the Board of Directors.
Section 3. A majority of the members of the Board of Directors shall constitute a quorum for any regular or special meeting.
Section 4. No defect in calling or noticing a meeting of the Board of Directors will affect the validity of any action taken at the meeting if a quorum was present. Each director, not present in person or by proxy, provides a written waiver of notice or consent to the holding of the meeting or approval of the minutes before the meeting. Such waivers, consents, or approvals are filed with the secretary of the corporation.
Section 5. Meetings of the Board of Directors may be held by means of telephone conference or similar communications equipment through which all persons participating in the meeting can communicate with each other and participation in such meetings shall constitute presence in person at such meeting.
Section 6. All meetings whether in person or by telephone shall require a quorum. If a quorum is present at a meeting, the Board of Directors may transact business by a two-thirds majority vote of those present, except as otherwise expressly provided by law, the articles of incorporation, or these Bylaws.
Section 1. The Board of Directors is responsible for nomination of new Board of Directors members and any Board or corporate committees.
Section 2. Committees may also be appointed as needed by the President or the Board of Directors.
Investment and Distribution of Funds
Section 1. The funds of the corporation shall be invested as approved by the Board of Directors. In lieu of approving specific investments, the Board of Directors may approve an investment policy and authorize a bank, trust company, or other professional investment manager to make investments consistent with that policy.
Section 2. Any restriction expressed by a donor with respect to funds contributed to the corporation shall be distributed in accordance with the restrictions. If the restriction is not approved, then the contribution shall not be accepted by the corporation.
Section 3. The unrestricted funds of the corporation shall be distributed in furtherance of the purpose of the corporation as determined by the Board of Directors.
Section 4. All non-cash contributions of property to the corporation shall be subject to approval by the Board of Directors. If a contribution is not approved, then the contribution shall not be accepted by the corporation.
Section 1. The fiscal year of the corporation shall be the twelve-month period ending June 30.
Section 2. The corporation shall, to the fullest extent permitted by law, indemnify a director or officer of the corporation who was, is or may be named as a party in any legal or administrative proceedings as a result of actions or omissions within the scope of official capacity with respect to the corporation and was acting in good faith and reasonably believed the conduct was not opposed to the corporation’s best interests and had no reasonable cause to believe the conduct was unlawful except for illegal, fraudulent, or vehicular acts.
Section 3. Loans from the funds of the corporation are strictly prohibited.
The rules contained in Roberts’ Rules of Order, Newly Revised shall govern Board meetings in all causes in which such rules are applicable, but not to the extent the rules are inconsistent with these Bylaws.
These Bylaws may be amended by a two-thirds majority vote of the Board of Directors. The President shall ensure that the proposed amendment or amendments are published at least thirty days prior to the call for a vote.
Upon the dissolution of the corporation, the Board of Directors or trustees, shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the corporation’s assets to a Special Needs based organization(s), as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the Board of Directors or trustees shall determine. Any such assets not so disposed of shall be disposed of by the circuit court of the county in which the principal office of the corporation, is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
The undersigned, secretary of Special Needs Athletic Program, Inc., an Arkansas non-profit corporation, hereby certifies that the foregoing Bylaws constitute the Bylaws of Special Needs Athletic Program, Inc. as duly adopted by the Board of Directors of such corporation on the 13thday of April 2014.
Signature of Secretary
Printed Name of Secretary
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