BYLAWS

OF

TEAM DC

 Article 1

Name and Offices

The name of this corporation shall be Team DC (hereinafter referred to as the  “Corporation”).  The principal offices of the Corporation shall be located in the city of Washington, DC.

Article 2

Purpose

2.01      The purpose of the Corporation is to encourage and support involvement in team and individual sports within the Lesbian, Gay, Bisexual and Transgender (LGBT) and broader community in Washington Metropolitan Area.  To meet this objective, the Corporation shall strive to promote excellence, integrity, and good sporting conduct in individual and team sports.

2.02      To further these purposes, the Corporation shall provide a network, which helps and encourages athletic participation by the Lesbian, Gay, Bisexual and Transgender (LBGT) community and others in local, regional, national, and/or international athletic events or competitions.

Article 3

Board of Directors

3.01      The Board of Directors (Board) shall consist of a minimum of twelve and a maximum of fifteen members (Member or Director).  One half of the members of the Board shall be male and one half shall be female.  In the event that there are not enough eligible male or female candidates then the vacant seats may be filled with any eligible candidates, male or female, in order to maintain the goal of a minimum of twelve Board members.  It shall be the duty and responsibility of each member of the Board to carry out the purpose of the Corporation.

3.02      Subject to the limitations imposed by law or contained in the Articles of Incorporation or these Bylaws, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.

3.03      The members of the Board shall be elected by the current members of the Board at the annual meeting to serve for a term of two years, commencing upon election.   The initial Board, as determined in the Articles of Incorporation, shall, at a method of its choosing, designate one half of the seats to be one-year terms and one half to be two-year terms.  Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which the Director was elected and until a successor has been elected.

3 .04     The Board may declare vacant the office of any Director who has been declared to be of unsound mind, who has abandoned the office by failing to attend at least three consecutive meetings of the Board of Directors, or has been found by a final court order or judgment to have breached any duty under the District of Columbia Nonprofit Corporation Law.

3.05      Any Director may be removed without cause if the removal is approved by a majority of the members of the Board at a duly constituted meeting of the Board.

3.06      Any Director may resign by giving notice to the Secretary of the Board.  The resignation of a Director shall be effective when notice is given unless the notice specifies a later time. 

3.07      The Directors shall not receive compensation for their activities related to the Corporation.

Article 4

Officers

4.01      The following officers of the Corporation shall be elected by the Board of Directors:  two Co-Chairs (one male and one female), Secretary, and Treasurer.  For the purposes of corporate filings, one Co-Chair shall be designated the title of “President” and the other the title of “Vice President”.

4.02      Nomination of officers shall be made from among the Directors through nomination by a member of the Board of Directors.  Following the nomination of candidates, the Directors shall vote from among the nominees for each office.  The person receiving the largest number of votes shall be elected to the office.

4.03      Officers shall be elected for a term of one year and may be reelected. 

4.04      No Director shall hold more than one office at a time.

4.05      The duties of the officers shall include, but shall not be limited to:

(a)         Co-Chair of the Board, President.  The President shall preside over all meetings of the Board and shall serve as the Chief Executive Officer of the Corporation.

(b)           Co-Chair of the Board, Vice President.  The Vice President shall preside over meetings of the Board and perform such other tasks as may be authorized by the Board in the absence of the President.

(c)            Treasurer.  Unless otherwise determined by the Board, the Treasurer shall oversee custody of the Corporation’s funds, shall keep adequate and correct records of the Corporation’s properties and business transactions, shall disburse funds of the Corporation, and shall render to the President of the Board, at regular meetings of the Board or whenever the Board requires, an account of all transactions and the financial condition of the Corporation according to generally accepted accounting principles.

• Secretary.  The Secretary shall attend all meetings of the Board and shall record all votes and minutes of the meetings which shall be kept at the principal office of the Corporation or at such other place as may be authorized by the Board. The Secretary shall keep, at the Corporation’s principal place of business, the original or a copy of the Corporation’s Articles of Incorporation and these Bylaws.

Article 5

Meetings

5.01      The Board of Directors shall meet a minimum of six times per year.    The first meeting of each calendar year shall be designated the annual meeting for the purpose of electing Directors and Officers.

5.02      A majority of the Directors may petition for a special meeting of the Board.  Such petition shall be delivered to the Secretary, who shall set a date for the special meeting within fifteen (15) calendar days of the receipt of the petition.

5.03      At least ten (10) calendar days prior to any meeting of the Board, the Secretary shall notify all Directors, by mail, e-mail, posting, or publication of the date, time and location of the meeting.

5.04 The most recently revised edition of Robert’s Rule of Order shall be the parliamentary authority used at all meetings.

Article 6

Voting and Quorum

6.01      Only members of the Board shall be permitted to vote at Board meetings.

6.02      At Board meetings, a majority of the votes of the Board members present shall be required to approve the Corporation’s business.

6.03      At meetings of the Board of Directors, a majority of the Directors then in office shall constitute a quorum.

6.04      There shall be no voting by proxy at meetings of the Board of Directors.

Article 7

Vacancies

7.01         A vacancy in office by a Director shall be deemed to exist when the incumbent dies, resigns, departs from the Washington Metropolitan Area, is removed from office, or when there has been an abandonment of the office.  For purposes of the foregoing, a Board member will be deemed to have abandoned his or her office if three consecutive meetings of the Board of Directors are missed and the Board member has failed to notify an Officer of a good cause for such absences.

7.02         A vacancy in an office or on the Board shall be filled by a special election of the Board of Directors.

Article 8

Committees, the Council of Sports, and Membership

8.01      By a majority vote, the Board may create committees. Committee members shall serve at the pleasure of the Board.  The Co-Chairs shall normally make appointments to any committee unless otherwise determined by the Board. The Board shall normally proscribe the mission and duties of committees and shall not authorize nor delegate duties reserved to the Board by law or as stated in these Bylaws of the Articles of Incorporation.

8.02      The Board shall appoint a Council of Sports which shall act in an advisory capacity to the Board on matters related to sports teams, sport team activities, and sporting events.  The Board shall develop a charter detailing operational matters for the Council of Sports. 

8.03      Individuals who are willing to carry out the purposes and objectives of the Corporation may be considered members of the Corporation.  The Board shall determine benefits and any additional qualifications of membership.  

Article 9

Finances

9.01         The Corporation’s fiscal year shall be the calendar year and shall end on each successive December 31.              

9.02        Dues may be assessed.

9.03         All funds of the Corporation shall be maintained in federally insured accounts.  Signatures of at least two officers shall be required on each check or withdrawal certificate.

9.04         The Corporation shall be empowered to participate in such fundraising activities as the Board of Directors, in its sole discretion shall determine.

9.05         The Treasurer shall be responsible for proposing a budget for the Corporation’s activities, which budget shall be approved by the Board by the end of the second month of such fiscal year.

Article 10

Assets

The properties of this Corporation shall be irrevocably dedicated to public or charitable purposes. No part of the net earnings, properties or assets of the Corporation, on dissolution or otherwise, shall inure to the benefit of any individual or any member, director or officer of this Corporation.  On liquidation or dissolution, all properties, assets and obligations shall be distributed and paid over to an organization dedicated to the same or similar purposes, provided that such organization is recognized as an organization exempt from the federal income taxation under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Article 11

Annual Report

The Corporation shall produce an annual report

Article 12

Amendment of Bylaws

These Bylaws may be adopted and may be amended by a two-thirds majority vote of the Board of Directors currently in office.