Bylaws

SHRINE BOWL OF THE CAROLINAS

BYLAWS

(As amended and approved by The Imperial Council on December 8, 2009. )

Preamble

This unincorporated, not for profit; association is governed by its articles of association and these bylaws and the articles of incorporation and bylaws of the Shriners Hospitals for Children and The Imperial Council, A.A.O.N.M.S. for North America.

ARTICLE I

Name and Purpose

1.1 Name. The name of the association is the Shrine Bowl of the Carolinas.

1.2 Purpose. The promotion and staging of an annual football game and other associated events, as its Board of Governors may determine. All revenues of this association are for the benefit of Shriners Hospitals for Children. The annual revenues, less ordinary and necessary, from the bowl game and all other associated events (except for such start-up expenses for the next scheduled bowl game, as determined to be reasonable by the Imperial Potentate) shall be distributed to Shriners Hospitals for Children, which is exempt under ~501(c) (3) of the Internal Revenue Code.

1.3 Inurnment. No portion of the revenues shall inure to the benefit of the temples, shrine clubs, units, or any other entity or individual.

ARTICLE II

Members

2.1 Members. The association shall have no members.

ARTICLE III

Board of Governors

3.1 Governors.

(a) Qualifications. All members of the Board of Governors must be members in good standing of Amran, Hejaz, Jamil, Omar, or Sudan Shrine Temples.

(b) Number. The Board of Governors consists of:

(1) At Large. Three at large members from each of the temples of the association.

(2) Temple Officers. The Potentate, Chief Rabban, and Recorder from each of the temples of the association.

(3) Board of Governors Officers. The Chairman of the Board, President, First Vice President, Second Vice President, Third Vice President, Fourth Vice President, Treasurer, Secretary, and General Chairman of the Shrine Bowl Game.

(4) Emeriti. All emeriti members.

(c) Powers. The Board of Governors has control, authority, and management of all business affairs of the association, unless otherwise assigned to another person by these bylaws.

The Board:

May appoint committees and it may employ such individuals as are deemed necessary to carry out the activities of the association.

Shall fill any vacancy occurring in the office of President or any Vice President. The vacancy shall be filled by election of a Fourth Vice President from the temple represented by the vacated position and each other office shall ascend to the next highest office regardless of temple.

(d)

(1) Election of At Large Members. Each year each temple of the association shall submit to the Board of Governors the names of three Nobles from its temple that it recommends serve as At large Members. These names shall be referred to the Nominating Committee of the Board of Governors for consideration and report.

(2) If a Potentate, Chief Rabban, Recorder, SB Game Chairman or Emeritus Member of the Board of Governors with voting rights, serves on the board as a President or Vice-President, the Temple that the officer is from, can add a member to the Board of Governors as an “At Large” member.

(e) Election. The members of the Board of Governors are elected at the annual meeting by the existing Board of Governors.

(f) Term. The term of a member of the Board of Governors, other than Emeriti Members, begins on the first day of January and ends on the last day of December of each year.

(g)Vacancies. Any At Large vacancy may be filled for the remainder of the term by majority vote of the Board of Governors.

(h)Compensation. Governors shall perform their duties and responsibilities without compensation.

3.2 Emeriti Members.

(a) A member of the Board of Governors may be elected an emeritus member by the Board of Governors after serving for 8 years, in recognition of his long-standing service. An Emeritus Member receives notices of all meetings of the Board of Governors, may participate in discussions, hold office, serve on committees, and vote.

(b) All Past Presidents of the association of the Shrine Bowl of the Carolinas will become Emeritus Members by a vote of the Board of Governors.

3.3 Resignation and Removal. A member of the Board of Governors may resign at anytime by submitting a written resignation to the Secretary of the Board of Governors. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time his resignation is accepted by the Chairman of the Board. A member of the Board of Governors may, for good cause shown, be removed from the Board of Governors by a three-fourths vote of all of the members of the Board of Governors.

3.4 Honorary Members. A Noble of a sponsoring temple may be elected as Honorary Member of the Board of Governors for meritorious service rendered to the Shrine Bowl. An honorary member may attend meeting of the Board of Governors but he may not vote.

3.5 Invitees. The elected divans of the sponsoring temples as well as their Shrine Bowl Coordinators, Hospital Children’s Committee Chairmen, and Newspaper Crusade (Paper Sale) Chairmen, shall be invited to attend meetings of the Board of Governors but they may not vote.

ARTICLE IV

Officers

4.1 Positions. The officers shall be the Chairman of the Board, President, First Vice President, Second Vice President, Third Vice President, Fourth Vice President, Treasurer, Secretary, and General Chairman of the Shrine Bowl Game. Each of the Five Sponsoring Temples will have a President or a Vice President from their respective Temples.

4.2 Election. The officers shall be elected by the Governors at their annual meeting. The Chairman of the Board, however, must have served a minimum of two years as a member of the Board of Governors to be qualified for election. The President and Vice Presidents shall all be from different temples within the association. They fill their offices on a temple-rotating basis.

4.3 Term. The Chairman of the Board shall serve a maximum of six (6) one year terms. The President and Vice Presidents shall serve a maximum of one year in the office to which they are elected. If an officer is elected due to a vacancy occurring as a result of death, resignation or removal by cause, then the officer elected to serve the remaining portion of the term shall be eligible for re-election for one full term. The Treasurer and Secretary may be re-elected to additional one year terms.

4.4 Removal. An officer, elected or appointed, may be removed by the Board of Governors at any time, in the sole and exclusive discretion of the Governors.

4.5 Vacancy. A vacancy in any office may be filled by the Board of Governors for the unexpired portion of the term.

4.6 Powers. The officers shall have such powers, and perform such duties, as specified from time to time by the Governors, as well as the following

(a) Chairman of the Board. He Shall:

Preside over all meetings of the Board of Governors.

Be the Principal executive officer of the association and, subject to the control of the Board of Governors, shall have general supervision and control of the business and affairs of the association.

Sign, with the President, Treasurer, or Secretary any deeds, mortgages, bonds, contracts or any other instruments which the Board of Governors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Governors or these bylaws to some other officer or agent of the association, or is required by law to be otherwise signed or executed.

Appoint a member of the Executive Committee to chair the Nominating Committee.

Perform such other duties as may be assigned to him by the Board of Governors.

Appoint a member of the Board of Governors to serve as a Distinguished Guest Chairman.

Appoint a member of the Board of Governors to serve as a Special Gift Committee Chairman.

(b) President. He shall:

Serve as Chairman of the Executive Committee.

Appoint, annually, with the advice and consent of the Board of Governors, a General Chairman of the Shrine Bowl Game, and a First Vice Chairman and Second Vice Chairman thereof.

(c) Vice Presidents. He shall:

In the absence of the President or in the event of his death or inability to act, the First Vice President, unless otherwise determined by the Board of Governors, shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Thereafter, in the absence of the President and Vice President, the remaining Vice Presidents, in order, shall perform the duties and assume the responsibilities.

(d) Treasurer. He shall be the chief financial officer of the association and:

Be responsible for all funds and securities of the association, receive and give receipts for moneys, pay proper bills and deposit all such moneys in the name of the association in such depositories as are designated by the Executive Committee.

Have responsibility for all Shrine Bowl revenues, arrange for proper accounting of all funds and report to the Board of Governors at its meetings.

Prepare, or cause to be prepared, a statement of financial statement condition showing the financial condition of the association at the end of the most recent year with comparative totals for the previous fiscal year. This should be done within four (4) months of the close of the fiscal year.

Submit a report of the finances of the association to the Executive Committee prior to the third regular meeting of the Board of Governors, for the purpose of recommending to the Board of Governors the amount that should be forwarded to Shriners Hospitals for Children.

Perform such other duties as may be assigned by the Board of Governors.

(e) Secretary. He shall:

Keep records of the meetings of the Board of Governors and Executive Committee in one or more books provided for that purpose.

Give all required notices.

Act as custodian of the association’s records and of its seal, and affix the seal to required documents.

Keep a register of the addresses of each member of the Board of Governors.

Perform such other duties as may be assigned by the Board of Governors.

(f) General Chairman of the Shrine Bowl Game. The General Chairman and the First Vice Chairman and Second Vice Chairman thereof, plan for and have general supervision over the annual Shrine Bowl Game, subject to the approval of the Executive Committee.

General Chairman of the Shrine Bowl Game shall:

Appoint all department directors and their assistants, subject to the approval of the Executive Committee.

Have general supervision over each of the departments and shall coordinate the activities of all departments and avoid overlapping of duties and conflicts of authority.

Maintain proper monitoring to assure strict adherence to approved expenses and spending procedures.

Provide the Treasurer with all required financial data necessary for preparation of a proposed budget.

 

4.7 Compensation. Officers shall perform their duties and responsibilities without compensation.

ARTICLE V

Meetings

5.1 Regular. Regular meetings shall be held in the months of February, September, and December on dates and at places determined by the Chairman of the Board, except that the December meeting shall be held on the day before the Shrine Bowl Game.

At the September meeting, the Board of Governors shall receive reports on the planning and progress of the association and Bowl Game and discuss and transact all other business that may be presented.

At the December meeting, the Board of Governors shall receive recommendations as to appropriate moneys that should be transferred to Shriners Hospitals for Children and discuss and transact all other business that may be presented.

5.2 Annual. The annual meeting shall be the regular meeting held the last Saturday in February. At this meeting officers will be elected and required appointments made. All other business may be transacted as lawfully comes before the meeting.

5.3 Special. A special meeting may be called at any time by the Chairman of the Board or a majority of the Executive Committee

5.4 Notice. Notice of the regular and special meetings of the Board of Governors shall be given at least ten (10) days prior thereto, by written notice sent by any usual means of communication to each member of the Board of Governors to his address as shown be the records of the association. Any Governor may waive notice of any meeting, and his attendance at a meeting shall constitute such waiver.

5.5 Quorum. At all meetings of the Board of Governors, representation by at least four (4) of the sponsoring temples shall constitute a quorum for the transaction of business. The act of a majority of the Board of Governors present at a meeting at which there is a quorum shall be the act of the Board of Governors unless the act of a greater number is required by law or these bylaws. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present and a meeting may be adjourned despite the absence of a quorum.

5.6 Informal Action by the Board. Any Board required action taken by the Chairman without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the members of the Board of Governors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

5.7 Attendance. The Governors, including emeriti members, are required to attend two-thirds of the regular meetings each year, unless excused by the Board of Governors for good and valid reasons, in order to retain their membership.

5.8 Rules of Order. Unless otherwise provided by these bylaws or resolution, parliamentary procedures shall be governed by Roberts Rules of Order.

ARTICLE VI

Committees

6.1 Executive Committee. The Executive Committee consists of the Chairman of the Board, President, First Vice President, Second Vice President, Third Vice President, Fourth Vice President, Treasurer, Secretary, Potentates of the sponsoring temples, Chief Rabbans of the sponsoring temples, and the General Chairman of the Shrine Bowl Game. The President shall serve as Chairman and report to the Board of Governors the actions of the Executive Committee.

Powers. The Executive Committee shall exercise the authority of the Board of Governors in the management of the association during the interim between meetings of the Board of Governors and will report such actions to the Board of Governors at its next meeting. It is also authorized to hire and compensate necessary personnel to carry on the daily affairs of the association. This delegation of authority shall not relieve the Board of Governors, or any member thereof, of any responsibility imposed upon it or him by law.

Quorum. At all meetings of the Executive Committee, representation by at least three (3) of the sponsoring temples shall constitute a quorum for the transaction of business.

Minutes. The Executive Committee shall keep regular minutes of its proceedings and send a copy thereof to each member of the Board of Governors within ten (10) days of the meeting.

Removal. Any member of the Executive Committee may be removed at any time with cause by a majority of the Board of Governors.

6.2 Insurance Committee. The Executive Committee shall appoint an Insurance Committee. It shall consist of Nobles who are skilled and knowledgeable in property, casualty and other lines of insurance. It shall review and analyze the current insurance programs of the association, determine the adequacy of the coverage and limits, and make recommendations of its findings and conclusions. It shall report thereon at the annual meeting of the Board of Governors and issue interim reports, as necessary, to the Executive Committee.

6.3 Nominating Committee. Its Chair is appointed by the Chairman of the Board. The Chair shall appoint two (2) members from the Board of Governors to serve with him on the committee. The Nominating Committee will consider the written recommendations from the temples for At Large Members and it shall present a report to the annual meeting with nominations for members of the Board of Governors.

ARTICLE VII

Accounting Procedures

7.1 Incurring Obligations. No governor, officer, committeeman or individual shall contract for any expenditure not provided for in the budget without securing the prior approval of the Board of Governors.

7.2 Accounts Payable. The Chairman of the Board shall review all accounts payable and, if approved, he shall manually sign a voucher thereof. The voucher shall then be reviewed and approved for payment by the manual signature of the President or Treasurer.

7.3 Payments. All expenditures shall be paid by check with two (2) manual signatures from among the Chairman of the Board, President, Vice Presidents, Treasurer or Secretary on receipt of vouchers signed as indicated above. All expenditures shall be reviewed by the Executive Committee at the first meeting after payment.

7.4 Chart of Accounts. The association shall adopt and use the financial chart of accounts that has been prepared by the Director of Temple Accounting at Shiners International Headquarters.

7.5 Audit. The association shall have its books and accounts audited annually and send a copy of the annual audit to each Governor, Recorder of each sponsoring temple, and the Director of Temple Accounting.

ARTICLE VIII

Fiscal and Legal

8.1 Fiscal Year. The fiscal year shall commence on the first day of March and end on the last day of February.

8.2 Budget. The proposed annual budget shall be prepared by the Chairman of the Board, President, and Treasurer. It shall be submitted to the Board of Governors at the annual meeting for approval. The Board of Governors may make such revisions to the proposed annual budget as it deems appropriate. The annual budget shall then be adopted by the Board of Governors. A copy thereof shall be sent to the sponsoring temples.

8.3 Appropriation. The adoption of the budget constitutes the appropriation of funds for the purposes indicated in the budget.

8.4 Statement of Financial Condition. A statement showing the financial condition of the Shrine Bowl of the Carolinas at the end of the most recent year, with comparative totals for the previous fiscal year, shall be made available to all members of the Board of Governors for inspection and copies thereof shall be sent to the sponsoring temples.

8.5 Revenues, Expenses, and Distribution of Proceeds. All revenues of the association are for the benefit of Shriners Hospitals for Children. The annual revenues, less ordinary and necessary expenses, from the bowl game and all other associated events (except such expenses for the next scheduled bowl game as determined to be reasonable by the Imperial Potentate) shall be distributed to Shriners Hospitals for Children. No portion of the revenues shall inure to the benefit of the temples, Shrine clubs, units or other entity or individual.

8.6 Bond. A corporate fidelity bond shall be obtained at the expense of the association in a form and amount approved by the Board of Governors indemnifying the association against any losses resulting from infidelity, defalcation or misappropriation by governors, officers, employees, individuals, or agents of funds property or securities owned or under control of the association.

8.6 Insurance. Comprehensive general liability insurance (including athletic participants and spectator liability coverage) with a minimum liability limits of $1 million per occurrence; medical and accident insurance; and other appropriate insurance shall be obtained at the expense of the association indemnifying the association, its governors, officers, employees and agents against any claim and losses.

Proposed Change to 8.6 Insurance.

8.7 Insurance. Comprehensive general liability insurance (including athletic participants and spectator liability coverage) with a minimum liability limits of $1 million per occurrence; medical and accident insurance; and other appropriate insurance shall be obtained at the expense of the association indemnifying the association, its governors, officers, employees and agents against any claim and losses.

Additional Insureds. The following shall be included as additional insureds with respect to the operations and activities covered under its policies: “The Imperial Council, A.A.O.N.M.S. Of North America, an Iowa corporation; Shriners Hospitals for Children, a Colorado corporation, and its affiliated corporations; Amran Temple, Hejaz Temple, Jamil Temple, Omar Temple, and Sudan Temple.”

Insurance Consultation. The Board of Governors may in its discretion, consult with one of more of the Insurance Advisory Committees of the sponsoring temples for advice and recommendations concerning appropriate insurance coverage and limits.

8.8 Indemnification. Neither the governors or officers, by reason of their holding office, nor the Nobles of the sponsoring temples, shall be personally liable for the debts, liabilities or obligations of the association and the association shall indemnify and hold each of them harmless to the extent and manner allowed by law.

8.9 Seal. The association shall have a seal, which shall be in the form of a circle and shall bear the name of the association in its border and the word “seal” in its center.

ARTICLE IX

Principal Office

9.1 Location. It shall be located within the city of Columbia, South Carolina or at such other city or cities in the states of North Carolina or South Carolina as may be hereafter designated by the Board of Governors.

ARTICLE X

Amendments

10.1 Procedure. A proposal to revise these bylaws or to create new bylaws shall be introduced at a meeting of the Board of Governors. The proposal shall be forthwith mailed to the Potentates and Recorders of the sponsoring temples for review and comment. These comments shall be reviewed and considered by the Board of Governors at the next meeting, which shall not be less that thirty (30) days after the proposal was sent to the sponsoring temples.

 

10.2 Vote. If the proposal receives the affirmative vote of a majority of the entire Board of Governors, and the written approval of the Imperial Potentate, it is adopted.

ARTICLE XI

Shrine Law

11.1 Governing Law. The association and all Nobles must, at all times, comply with Shrine law in their governance and in the operation of the football game and other associated events.