Azle Youth Sports
(AYS) Bylaws
Article I: Name and Purpose
Section 1: Name
The name of the organization shall be Azle Youth Sports (AYS), a nonprofit corporation duly incorporated under the laws of the State of Texas and recognized as a 501(c)(3) tax-exempt organization by the Internal Revenue Service.
Section 2: Purpose
AYS is organized exclusively for charitable and educational purposes, as defined under Section 501(c)(3) of the Internal Revenue Code, with the primary mission of promoting and providing organized sports activities, educational development, and community enrichment for the youth of Azle, Texas, and its surrounding areas. AYS seeks to foster physical fitness, teamwork, leadership, and sportsmanship in a safe, supportive, and inclusive environment.
Article II: Membership
Section 1: Membership Structure
AYS shall operate without a membership body. Governance and decision-making authority are vested solely in the Board of Directors, as detailed in these bylaws. No voting rights or governance authority shall be extended to individuals outside the Board of Directors.
Section 2: Community Involvement
Although AYS does not have members, it actively encourages the participation of parents, guardians, and community volunteers in the organization’s programs and activities to support its mission.
Article III: Board of Directors
Section 1: Authority and Responsibilities
The Board of Directors ("the Board") serves as the governing body of AYS and holds full voting authority. The Board is responsible for providing leadership, oversight, and strategic direction to ensure the organization fulfills its mission effectively and sustainably.
General Responsibilities
The Board shall:
Governance & Leadership
Establish and uphold the vision, mission, and values of AYS.
Develop and maintain the bylaws, policies, and procedures that guide the organization’s operations.
Ensure strategic planning aligns with the long-term goals of AYS.
Financial Oversight & Accountability
Approve the annual budget and monitor financial performance to ensure fiscal responsibility.
Review financial statements and ensure compliance with all financial reporting requirements.
Authorize expenditures and oversee fundraising efforts to sustain operations.
Ensure that financial records are properly maintained and audited as necessary.
Personnel & Operational Management
Hire, supervise, and evaluate the performance of any paid staff or contractors to ensure effective management.
Set expectations for staff and ensure adequate resources are allocated for their professional development.
Establish and oversee operational policies, including risk management and legal compliance.
Legal & Regulatory Compliance
Ensure AYS adheres to all applicable local, state, and federal laws governing nonprofit operations.
Maintain transparency and uphold ethical standards in all decision-making processes.
Review and approve key contracts, agreements, and liability coverage.
Advocacy & Community Engagement
Act as ambassadors for AYS, advocating for its mission, values, and programs within the community.
Build relationships with community leaders, sponsors, and stakeholders to support the organization’s growth.
Ensure that AYS remains responsive to the needs of youth and families it serves.
Meetings & Decision-Making
Participate in regular and special Board meetings, ensuring quorum and active engagement.
Maintain accurate records of meetings, votes, and Board resolutions.
Review and amend bylaws as necessary to reflect the evolving needs of the organization.
By fulfilling these responsibilities, the Board ensures the long-term sustainability and success of AYS, creating a positive and lasting impact on the youth it serves.
Section 2: Composition
The Board shall consist of a minimum of three (3) and a maximum of fifteen (15) Directors.
The exact number of Directors may be adjusted by a resolution adopted by a majority vote of the Board, provided it does not fall below the minimum required by these bylaws.
Section 3: Qualifications
To serve as a Board Director, an individual must:
Be at least 18 years of age.
Exhibit a demonstrated commitment to the mission and values of AYS.
Possess skills or experience beneficial to the organization’s governance, such as expertise in finance, law, education, community development, or youth sports.
Section 4: Terms
By implementing these term limits and re-election procedures, AYS ensures leadership continuity while fostering fresh perspectives and long-term stability in governance.
Section 5: Election
Directors shall be elected by a majority vote of the existing Board of Directors during the annual meeting or a specially called meeting for this purpose. Candidates may be nominated by any current Director.
Section 6: Removal of Directors
A Director may be removed from the Board for cause by a two-thirds (2/3) majority vote of the remaining Directors. Causes for removal to include:
Failure to Perform Duties – Neglecting responsibilities, missing meetings without valid justification, failing to fulfill assigned roles, or consistently failing to respond to communications in a timely manner.
Unethical Behavior – Engaging in dishonesty, conflicts of interest, abuse of power, misrepresentation of facts, financial misconduct, or any conduct that compromises the integrity of the Board.
Actions Contrary to the Mission of AYS – Any behavior, decision, or public statement that undermines the organization’s objectives, reputation, or credibility, including publicly criticizing AYS leadership, programs, or policies in a way that harms the organization.
Bias, Discrimination, or Partiality – Demonstrated or substantiated bias, favoritism, discrimination, or prejudicial decision-making based on personal relationships, affiliations, race, gender, religion, socioeconomic status, or other protected characteristics.
Breach of Confidentiality – Unauthorized disclosure of sensitive or privileged information regarding Board discussions, financial matters, personnel decisions, or other protected AYS-related business.
Misuse of Authority – Using a Board position for personal gain, political influence, or to advance private agendas that conflict with AYS's best interests.
Disruptive or Inappropriate Conduct – Engaging in hostile, aggressive, or unprofessional behavior during meetings, towards members, volunteers, or the community, including harassment, intimidation, or creating a toxic environment.
Failure to Adhere to AYS Policies & Bylaws – Willful disregard or repeated violations of AYS governing documents, including financial, operational, or ethical policies.
Criminal Activity or Legal Issues – Any criminal behavior, legal trouble, or credible allegations that could harm AYS’s reputation or create liability for the organization.
Conflict of Interest Violations – Failing to disclose, or improperly managing, conflicts of interest, such as personal or financial relationships that interfere with impartial decision-making.
The Board shall conduct a formal review process, ensuring due process and an opportunity for the accused Director to present a defense. If removal is approved, the decision is final and binding.
Section 7: Vacancies
In the event of a vacancy on the Board, the remaining Directors shall have the authority to appoint a qualified individual to serve for the remainder of the unexpired term. This appointment must be approved by a majority vote of the remaining Directors.
Process for Filling a Vacancy:
Notification of Vacancy – When a Board seat becomes vacant due to resignation, removal, incapacity, or any other reason, the Board Secretary (or designated officer) shall formally document the vacancy and notify the remaining Directors.
Candidate Identification & Nomination – The Board may solicit applications, accept recommendations, or proactively identify qualified candidates based on experience, skills, and alignment with AYS’s mission.
Evaluation & Selection – Candidates may be interviewed by the Board or a designated committee to assess their qualifications, commitment, and potential contributions.
Majority Vote Approval – The appointment shall be confirmed by a majority vote of the remaining Directors during a duly called Board meeting.
Term of Service – The appointed Director shall serve for the remainder of the unexpired term and will be eligible for reelection per the standard Board election process.
Onboarding & Orientation – Newly appointed Directors shall undergo an orientation to familiarize themselves with AYS’s mission, policies, financials, and governance structure.
Special Considerations:
If multiple vacancies occur simultaneously, the Board may expedite the appointment process to ensure operational stability.
In cases where a vacancy significantly impacts quorum requirements, the Board may implement temporary measures to ensure continued governance.
If the Board chooses not to fill a vacancy immediately, it must document the reasoning and establish a timeline for future action.
Section 8: Compensation
Directors shall not receive compensation for their services as Board members. However, reimbursement for reasonable expenses incurred on behalf of the organization may be provided with prior Board approval.
Article IV: Officers
Section 1: Officers of the Board
The officers of AYS shall consist of a President, Vice President, Secretary, and Treasurer. Additional officer roles may be created by the Board as deemed necessary.
Section 2: Duties of Officers
President:
Serves as the chief executive officer of the organization.
Presides over all Board meetings and sets the agenda.
Represents the organization in all official capacities and serves as the primary spokesperson.
Ensures the execution of Board decisions and strategic initiatives.
Vice President:
Assists the President in their duties.
Acts as the President in their absence or incapacity.
Performs additional duties as assigned by the President or Board.
Secretary:
Records and maintains accurate minutes of all Board meetings.
Ensures organizational records, including bylaws, policies, and meeting minutes, are properly maintained and accessible.
Provides notices of meetings as required by these bylaws.
Treasurer:
Oversees the financial management of the organization.
Prepares and presents financial reports to the Board at each meeting.
Ensures compliance with all financial reporting and tax obligations.
Section 3: Election and Terms of Officers
Officers shall be appointed annually by the Board of Directors from among its community or qualified volunteers. Officers may serve consecutive terms without limit, subject to Board approval.
Section 4: Voting Rights
Officers shall not hold independent voting rights unless they are also serving as elected Directors.
Section 5: Commissioners
1. Appointment and Term
Commissioners shall be appointed by the Board of Directors and serve at the discretion of the Board. The term of appointment shall be one year, with the possibility of reappointment based on performance and organizational needs.
2. Duties and Responsibilities
Commissioners shall oversee specific divisions, leagues, or operational areas as designated by the Board of Directors. Their responsibilities include, but are not limited to:
Enforcing league policies, rules, and regulations without bias or favoritism.
Ensuring fair and consistent application of standards across all teams, coaches, and participants.
Addressing disputes, disciplinary matters, and rule violations in accordance with established protocols.
Serving as a liaison between the Board, coaches, teams, and community stakeholders.
Assisting in the planning and execution of events, scheduling, and logistics.
Reporting regularly to the Board on the status of their assigned division or area.
3. Code of Conduct
Commissioners must act with integrity, impartiality, and professionalism at all times. Any evidence of bias, favoritism, abuse of authority, or failure to uphold the organization's mission and policies may result in immediate removal by a majority vote of the Board.
4. Removal
A Commissioner may be removed at any time for failure to perform duties, unethical behavior, misconduct, bias, or any action that undermines the integrity of AYS. Removal requires a majority vote of the Board, and the decision shall be final.
Article V: Meetings
Section 1: Regular Meetings
The Board shall meet at least monthly to conduct the business of the organization. Meeting dates, times, and locations shall be determined by the Board.
Section 2: Annual Meeting
The annual meeting of the Board shall be held in January of each year. The purpose of the annual meeting is to:
Elect Directors and officers.
Review the organization’s performance.
Approve the budget for the upcoming fiscal year.
Set strategic goals for the organization.
Section 3: Special Meetings
Special meetings of the Board may be called by the President or by a majority of the Directors. A written notice stating the purpose, date, time, and location of the meeting must be provided to all Directors at least 72 hours in advance.
Special meetings shall be limited to the stated purpose in the notice, and no other business may be conducted. Attendance and participation in special meetings are mandatory unless excused for valid reasons as determined by the Board. Failure to attend without justification may be considered grounds for disciplinary action.
Section 4: Notice of Meetings
Notice of all meetings shall be provided to Directors at least seven (7) days in advance, specifying the date, time, location, and agenda.
Section 5: Quorum
A majority of the total number of Directors shall constitute a quorum for the transaction of business at any meeting.
Section 6: Voting
Article VI: Committees
Section 1: Establishment of Committees
The Board may establish standing and ad hoc committees to support the organization’s work. Committees shall operate under the guidance of the Board and report regularly on their activities.
Section 2: Membership
Committee members shall be appointed by the Board and may include individuals who are not Directors, provided they possess relevant skills or expertise.
Section 3: Authority
Committees shall have no independent voting authority and shall act solely in an advisory capacity to the Board.
Article VII: Financial Management
Section 1: Fiscal Year
The fiscal year of AYS shall begin on January 1 and end on December 31.
Section 2: Budget Approval
An annual budget shall be prepared by the Treasurer and approved by the Board prior to the start of the fiscal year.
Section 3: Financial Reporting
The Treasurer shall provide detailed financial reports at each regular Board meeting. An independent financial review or audit shall be conducted annually to ensure accountability and transparency.
Section 4: Restrictions on Use of Funds
All funds belonging to AYS shall be used solely to support the organization’s charitable and educational mission, ensuring that financial resources directly contribute to the programs, activities, and services that benefit the youth and community.
Permitted Uses of AYS Funds
Program Development & Implementation – Funding for youth programs, educational initiatives, training, and community outreach.
Operational Expenses – Costs necessary for running the organization, including facility rentals, utilities, insurance, and technology.
Equipment & Supplies – Purchase and maintenance of sports equipment, instructional materials, uniforms, and other essential resources.
Volunteer & Staff Support – Limited reimbursements for pre-approved expenses incurred in the course of official AYS duties (e.g., mileage for travel, necessary materials).
Scholarships & Financial Aid – Assistance for eligible participants facing financial hardship, ensuring inclusivity and accessibility.
Marketing & Community Engagement – Awareness campaigns, promotional materials, and events designed to enhance community participation and fundraising efforts.
Compliance & Legal Obligations – Payment for necessary licensing, insurance, audit fees, and legal services to maintain good standing with regulatory agencies.
Prohibited Uses of AYS Funds
Personal Use – No individual, including Directors, officers, volunteers, or members, may use AYS funds for personal gain or non-AYS-related expenses.
Unauthorized Compensation – Directors and officers shall serve in a volunteer capacity and shall not receive direct compensation beyond reasonable, pre-approved expense reimbursements.
Loans to Directors, Officers, or Volunteers – AYS is strictly prohibited from providing loans, cash advances, or any form of personal financial assistance to Board members, officers, staff, or volunteers, regardless of intent or repayment assurances.
Unapproved or Excessive Expenditures – Any expenditure outside the approved budget or that exceeds reasonable limits without prior Board authorization.
Political Contributions – AYS funds shall not be used to support or oppose political candidates, campaigns, or lobbying efforts beyond legally permissible advocacy related to youth and educational policies.
Financial Oversight & Accountability
To ensure proper stewardship of funds:
Budget Approval – The Board shall review and approve an annual budget detailing expected revenues and expenses.
Expense Authorization – All expenditures must be approved by designated officers and recorded in financial reports.
Regular Audits & Transparency – Financial records shall be subject to periodic internal and external audits to maintain compliance with nonprofit best practices.
Conflict of Interest Prevention – Board members and staff must disclose any potential conflicts related to financial decisions to prevent misuse of funds.
Public Disclosure – Financial statements shall be made available to stakeholders in accordance with legal and ethical transparency standards.
Article VIII: Conflict of Interest
Section 1: Conflict of Interest Policy
1. Purpose
The purpose of this policy is to ensure that all Directors, officers, and Commissioners act in the best interests of the organization and do not use their position for personal gain or advantage. It is the duty of all individuals in leadership positions to disclose conflicts of interest and refrain from any decision-making where a conflict exists.
2. Definition of Conflict of Interest
A conflict of interest occurs when a Director, officer, or Commissioner:
Has a financial, personal, or professional interest in a matter under consideration.
Has a business or familial relationship with any party that may benefit from a decision.
Stands to gain financially or materially from a Board or committee decision.
Has a dual role in another organization that may compete with or influence decisions for AYS.
3. Disclosure Requirements
Any individual with an actual or potential conflict must disclose it in writing to the Board as soon as it arises.
The disclosure must include the nature of the conflict, the parties involved, and any relevant details.
Disclosures shall be recorded in the meeting minutes for transparency.
4. Recusal and Restrictions
Any individual with a conflict must fully recuse themselves from discussions, deliberations, and votes related to the matter.
They may not attempt to influence other Board or committee members regarding the decision.
If necessary, they may be asked to leave the meeting during discussions of the matter.
5. Review and Enforcement
The Board shall review all conflict disclosures and determine appropriate actions to mitigate risks.
Failure to disclose a known conflict or violating this policy may result in disciplinary action, including removal from the Board or committee.
If a dispute arises regarding whether a conflict exists, the Board (excluding the individual in question) shall vote to determine the appropriate course of action.
6. Annual Conflict of Interest Statement
All Directors, officers, and committee members shall sign a Conflict of Interest Disclosure Statement annually, affirming their understanding of this policy and disclosing any potential conflicts.
This policy ensures transparency, accountability, and integrity in all organizational decisions.
Section 2: Annual Disclosure
All Directors and officers shall complete and sign an annual conflict of interest disclosure form.
Article IX: Meeting Minutes Documentation and Execution
Recording of Minutes
The Secretary of the Board (or a designated Director) shall be responsible for recording detailed minutes of all Board meetings, including regular, special, and emergency meetings.
Meeting minutes shall include:
Date, time, and location of the meeting.
List of attendees, including members present and absent.
Summary of discussions, motions made, and resolutions adopted.
Record of all votes taken, including approval or rejection of any proposals.
Any action items assigned, along with responsible parties and deadlines.
Approval and Distribution
Draft minutes shall be prepared and distributed to all Board members within seven (7) days following the meeting.
Board members shall review the minutes before the next scheduled meeting and propose any necessary revisions.
The final version of the minutes shall be formally approved by the Board at the subsequent meeting.
Execution and Retention
Upon approval, all officers and directors present at the meeting shall sign the official meeting minutes to confirm their accuracy and approval.
Minutes shall be stored securely in both physical and digital formats, ensuring they are accessible for future reference.
AYS shall retain meeting minutes for a minimum of five (5) years and make them available for review upon request by Board members or legal authorities as required.
Transparency and Public Access
Summaries of Board meeting minutes may be shared with stakeholders, sponsors, or the community, as deemed appropriate by the Board.
Upon request, meeting minutes may be reviewed by members of the organization, provided that any sensitive or confidential information is redacted.
By ensuring that all present officers and directors sign the minutes, AYS strengthens transparency, accountability, and the integrity of Board proceedings.
Article X: Amendments
Section 1: Amendment Process
These bylaws shall be reviewed annually, with the primary review and any proposed amendments discussed during the first scheduled Board meeting in January. Amendments may be made by a two-thirds (2/3) majority vote of the Board at any regular or special meeting, provided that notice of the proposed amendment is given at least fourteen (14) days in advance. Proposed amendments must be submitted in writing to all Board members prior to the review period. If additional discussion or revisions are necessary, the final vote may be deferred to the next scheduled meeting, with updated versions provided to all Board members at least seven (7) days before the vote.
Article XI: Dissolution
Section 1: Dissolution Procedure
Upon dissolution of AYS, all remaining assets shall be distributed exclusively for charitable purposes, either to another 501(c)(3) organization or to a governmental entity for a public purpose, in compliance with the Internal Revenue Code.
Adopted by the Azle Youth Sports Board of Directors on 12/06/24