Constitution and Bylaws of the NDAA

Section 1.01 — Name

  1. The name of the Corporation shall be the "Northeast Disabled Athletic Association, Inc.," hereinafter, NDAA. The NDAA is a Vermont domestic non-profit corporation organized under Title II of the Vermont Statutes annotated, Chapter 19.
  2. No person or group of persons may use the name of the Corporation for any purpose except as specifically authorized by the Board of Directors.

Section 1.02 — Purpose

  1. The purpose of NDAA shall be to contribute to the public welfare through recreational and educational activities by supporting the development, dissemination, and utilization of knowledge and practice in athletics and recreational sports for persons with disabilities in order to achieve the highest quality of life for all citizens.

Section 1.03 — Objectives

To achieve the purposes cited herein, the objectives of the NDAA shall be:

  1. To provide opportunities for people with physical disabilities to pursue a variety of recreational sports and competitive athletics.
  2. To promote disabled athletes and athletics for persons with physical disabilities.
  3. To sponsor athletes with physical disabilities in their pursuit of excellence in competition.
  4. To support and encourage participation in sports, leisure activities and athletics by people with physical disabilities.
  5. To conduct such other lawful activities as are necessary for the fulfillment of these objectives.

Section 2.01 — Membership

The NDAA membership shall consist of the Board of Directors.

Section 3.01 — Powers

  1. The business and affairs of the NDAA shall be managed by the Board of Directors in accordance with applicable law.
  2. The board may appoint standing and ad hoc committees for any purpose, including an executive committee that may exercise any of the authority of the board.
  3. The Board of Directors may establish an annual membership fee and other fees as needed to be collected from board members and/or participants in activities and events sponsored by the NDAA.

Section 3.02 — Number, Tenure, and Qualifications

  1. The Board of Directors of the NDAA shall consist of not more than fifteen members.
  2. The board shall include at least three members with physical disabilities.
  3. Each board member shall serve a two-year term.
  4. Board members may be re-elected for up to five successive terms.
  5. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 4.01 — Frequency and Notice

  1. A regular meeting of the Board of Directors shall be held without notice other than this bylaw at least twice annually.
  2. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution.
  3. Additional regular meetings and special meetings may be convened by the Chair of the board, or at the request of a quorum of members of the board.

Section 4.02 — Quorum

  1. A quorum comprising a simple majority of the Board of Directors shall be required to conduct business.

Section 4.03 — Actions

  1. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 4.04 — Rules of Order

  1. The rules contained in the most recent edition of Robert's Rules of Order shall govern the proceedings of the NDAA in all cases to which they are applicable and in which they are not inconsistent with these bylaws.

Section 5.01 — Number

  1. The officers of the NDAA shall be a Chair, a Vice-Chair, a Secretary, and a Treasurer.

Section 5.02 — Election and Term of Office

  1. The officers of the NDAA shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the members.
  2. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient.
  3. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided.

Section 5.03 — Removal

  1. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the NDAA would be served thereby.
  2. Such removal shall require a two-thirds vote of the Board of Directors.
  3. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.

Section 5.04 — Vacancies

  1. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall serve out the unexpired term of his predecessor in office.

Section 5.05 — Powers and Duties

  1. The powers and duties of the officers shall be as provided from time to time by resolution or other directive of the Board of Directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties associated with such offices as described herein.
  2. Chair:  The duties of the Chair shall be to convene and preside over meetings and determine the agenda of each meeting in consultation with the board proper. The Chair will discharge all duties befitting the office of the Chair. The Chair shall present a report at each meeting. The Chair may convene ad hoc committees for projects and work related to the Purpose and Objectives of the NDAA.
  3. Vice-Chair:  The duties of the Vice-chair shall include functioning as Chair in the event of the Chair’s absence, or during any vacancy of the office of Chair.
  4. Treasurer:  The duties of the Treasurer shall be to keep a financial record of all costs, gifts, expenditures and revenues of the NDAA. The Treasurer shall present a financial report at every annual general meeting, and as requested per the agenda during regular meetings.
  5. Secretary:  The Secretary shall prepare minutes of all meetings of the members and the board, and making minutes available to other board members. The secretary shall authenticate the records of the NDAA upon request. The Secretary shall review the past meeting’s business at the beginning of each meeting.

Section 6.01 — General

  1. The NDAA is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
  2. No part of the net assets or net earnings of the NDAA shall inure to the benefit of, or be distributable to its members, directors, officers, employees, donors, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Purpose clause hereof.
  3. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
  4. Notwithstanding any other provision of this document, the organization shall not carry on any other purposes not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by any organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 6.02 — Contracts

  1. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the NDAA, and such authority may be general or confined to specific business.

Section 6.03 — Loans

  1. No loans shall be contracted on behalf of the NDAA and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 6.04 — Checks, Drafts, or Orders

  1. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the NDAA and in such manner as from time to time shall be determined by resolution of the Board of Directors.

Section 6.05 — Deposits

  1. All funds of the NDAA not otherwise employed shall be deposited from time to time to the credit of the NDAA in such banks, trust companies, or other depositories as the Board of Directors shall select.

Section 6.06 — Fiscal Year

  1. The fiscal year of the NDAA shall be January 1 to December 31.

Section 6.07 — Dissolution or Sale of Assets

  1. A two-thirds vote of the membership shall be required to sell or mortgage assets of the NDAA not in the regular course of business or to dissolve the Corporation.
  2. Upon dissolution of the NDAA, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purpose of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law.

Section 7.01 — Amendments

These bylaws may be amended by the Board of Directors at any regular or special meeting of the board, provided however, that the number of directors shall not be increased or decreased without the prior approval of two-thirds of the Board.

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