Article I – Name
The name of this organization is Washington Men’s Gymnastics Foundation (WMGF).
Article II – Purpose
The purpose of the Foundation is to raise the necessary finances needed to run the Foundation and to foster and promote the competitive sport of men’s gymnastics at the University of Washington.
Article III – Membership
Anyone who actively shows an interest in the purpose and spirit of the organization may become a member.
Article IV – Government
- Management – The affairs of this corporation shall be managed by a Board consisting of a minimum of three members plus one team representative selected by the team. New members must attend three consecutive meetings to become a voting Member. The Board may select new Officers at any time. The duty of the Officers is to uphold the integrity and purpose of the WMGF. Each Officer shall be appointed for a term of two years except for the team representative who shall serve for one year. The Board shall also include the current head gymnastics coach of Washington Men’s Gymnastics and may include an Executive Director. These are non-voting positions.
- Meetings – The Board shall meet at the call of the President or when requested by at least three members of the Board. There shall be a minimum of seven days advance notice for all meetings. An annual meeting shall be held each fiscal year in the second week of August to approve a budget for the following year. Election of officers shall occur during the meeting in the second week in September.”
- Quorum – A quorum for Board meetings shall be those Board members present. All Board business shall require a majority vote except for modifications regarding the “Dr. Eric Hughes Endowment Scholarship Fund” (Article X, B), which requires a 75 percent majority vote. Absentee votes will be acceptable from Board members not able to attend a Board meeting on matters that have been presented to them in writing in advance.
- Vacancies – If the office of any Officer becomes vacant for any reason, the officers then in office shall choose a successor who shall hold office for the un-expired term of the former officer.
Article V – Compensation
The Board and members of this corporation shall receive no compensation for corporate activities as members and officers.
Article VI – Non-Liability of Officers
There shall be no personal liability of any corporate member or officer, or staff member or appointed committee member for corporate obligations.
Article VII – Officers
- The officers of the corporation shall consist of a President, Vice-President, Secretary, and Treasurer, and such subordinate officers as may from time to time be chosen by the Board.
- Duties of the President – The President or his/her assignee shall be the chief executive officer of the corporation. He/she shall preside at all meetings, or delegate this duty to the Executive Director. He/She shall submit an annual report of the corporation at the annual meeting, ~X5f The President shall have general supervision and direction of the other officers of the corporation and the Executive Directory, and shall see that their duties are properly performed.
- Duties of the Vice-President – The Vice President shall perform duties assigned by the President and shall assume the duties of the President if the need arises.
- Duties of the Secretary – The Secretary shall act as clerk of the Board and record all votes and keep minutes. He/She shall give notice of all Board meetings and shall perform any other duties prescribed by the Board.
- Duties of the Treasurer – The Treasurer shall keep full and accurate accounts of receipts and disbursements in the books belonging to the corporation, and shall deposit all money and other valuable effects in the name and to the credit of the corporation, in such depositories as may be directed by the Board. He/She shall make proper vouchers for all disbursements, and shall render to the Board an accounting regularly or as requested. The Treasurer shall also assume the accounting duties for the “Dr. Eric Hughes Endowment Scholarship Fund” (Article X, B). He/she may assign some of his/her ongoing day-to-day duties to the Executive Directory. He/She shall perform other duties as the Board may prescribe.
- The Team Representative is restricted from becoming an officer.
Article VIII – Committees
The Board may appoint committees for various projects as needed. They shall be responsible to the Board and shall keep a record of their activities, and report these to the Board.
Article IX – Executive Director
Duties of the Executive Director – The Executive Director shall be in charge of the general management of the business of the corporation. The Executive Directory may assume some of the duties of the officers if requested by the officers and approved by the board. He/She shall see that all orders and resolutions of the Board are carried into effect, and shall execute contracts, agreements, deeds, bonds and other instruments authorized by the board, affix the seal to any instrument requiring the same, and the seal so affixed shall be attested by the signature of the President or the Treasurer except as modified for the “Dr. Eric Hughes Endowment Scholarship Fund” (Article X, E).
Article X – Finances
- No part of the financial receipts of this corporation shall inure to the benefit of any member, donor, officers, private individual, or private organization, provided that this shall not prevent payment of reasonable compensation for services rendered to or for the corporation in effecting its purpose or for awarding scholarships to team members.
- Donation and Funds – All donations and funds raised by the Foundation will be used to further the purposes of the Foundation. Securities or cash donated specifically to the “Dr. Eric Hughes Endowment Scholarship Fund” shall be held in a separate brokerage securities account and be used as directed in the “Governing Principles” established for this Fund (These Governing Principles are attached as an addendum to the By-Laws).
- Dissolution – In the event the WMG Foundation is dissolved, all property belonging thereto shall be immediately transferred, without any consideration whatsoever, to the Dr. Eric Hughes Endowment Scholarship Fund.
- Fiscal Year – The fiscal year shall extend from July 1 to June 30.
- Checks, Drafts, or Orders – All checks, dr s, or orders for the payment of money shall be signed by the Treasurer or Executive Directory if assigned these duties. The Board must approve disbursements of over $500.00 through the budget or by special vote.
- Deposits – All funds of the organization shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositories as the Board may select.
- Auditing – The books of the corporation shall be open to examination by the membership, and the Board members, at any reasonable time. Someone other than the Treasurer shall perform an audit of the financial records at least every fiscal year, or more frequently as required by the Board. The Board shall appoint this person(s).
- This corporation shall not engage in any financial transaction prohibited by law, or which would jeopardize or cause it to lose the tax exemption granted it by the Internal Revenue Service.
- The Board is aware of and fully supports the existence of the Dr. Eric Hughes Endowment Scholarship Fund including all references to it within this document.
Article XI – Amendments of by-laws
These by-laws may be amended by the Board at a regular meeting, at the Annual meeting of the Board, or at a special meeting called for that purpose.
The above by-laws are duly adopted by unanimous consent of the present membership of the Washington Men’s Gymnastics Foundation on July 12, 2005.