CHAPTER MEMBERS IF you Do NOT SEE YOUR NAME WRITE US!
Christian Kang President
Eric Vogel Vice President
Koby Stern Treasurer
Alex Cardona Secretary & HQ Bar Liaison
Justin Veach Executive Advisor
Frank Herrada & Caleb Sylvester Game Day Programming
Eric Vogel Vice President
Koby Stern Treasurer
Alex Cardona Secretary & HQ Bar Liaison
Justin Veach Executive Advisor
Frank Herrada & Caleb Sylvester Game Day Programming
Alex Cardona
Andew Ott
Beth Vogel
Brian Plath
Bryce Taylor
Caleb Sylvester
Chad Fisher
Christian Kang
Christopher Matthews
Curt Morgan
Dan Gibler
Daniel Locke
David Degooyer
Devadath Parambath
Donald Rickard
Dustin Harmon
Eric Vogel
Frank "the Fox" Herrada
Fred Zbinden
Isabel Moreno
James Nettleton
Jeff Wyrick
Jeremy Caudill
Jessy Young
John McFall
Jon Kemp
Jonathan Crothers
Jonathan Nadle
Josh Spenard
Justin Veach
Kathy Lazowski
Katy Whisman
Ken Whitaker
Kesha Richardson
Kevin Krahmer
Koby Stern
Margaret Klees
Mark Clinton
Mark Killick
Matt Dabbs
Matthew Peitz
Matthew Persson
Melinda Breede
Michael Nesbitt
Michael Wharfield
Oscar Solano
Patrick Kellerman
Ryan Boorman
Shane Breeman
Spencer Wilken
Tom Fletcher
Travis Holt
Tyler Griffin
Victor Quintana
Andew Ott
Beth Vogel
Brian Plath
Bryce Taylor
Caleb Sylvester
Chad Fisher
Christian Kang
Christopher Matthews
Curt Morgan
Dan Gibler
Daniel Locke
David Degooyer
Devadath Parambath
Donald Rickard
Dustin Harmon
Eric Vogel
Frank "the Fox" Herrada
Fred Zbinden
Isabel Moreno
James Nettleton
Jeff Wyrick
Jeremy Caudill
Jessy Young
John McFall
Jon Kemp
Jonathan Crothers
Jonathan Nadle
Josh Spenard
Justin Veach
Kathy Lazowski
Katy Whisman
Ken Whitaker
Kesha Richardson
Kevin Krahmer
Koby Stern
Margaret Klees
Mark Clinton
Mark Killick
Matt Dabbs
Matthew Peitz
Matthew Persson
Melinda Breede
Michael Nesbitt
Michael Wharfield
Oscar Solano
Patrick Kellerman
Ryan Boorman
Shane Breeman
Spencer Wilken
Tom Fletcher
Travis Holt
Tyler Griffin
Victor Quintana
National By-Laws
1
BYLAWS of American Outlaws, Inc.
ARTICLE I
NAME
The name of the Corporation shall be American Outlaws, Inc. (the “Corporation,” “Organization,” or “AO”).
ARTICLE II
OFFICES
1. PRINCIPAL OFFICE.
The principal office of the Corporation is located in Lancaster County, State of Nebraska.
2. CHANGE OF ADDRESS.
The designation of the county or state of the Corporation’s principal office may be changed by amendment of these Bylaws.
The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment to these Bylaws:
New Address: ____________________________________________________________
Dated: __________________________
New Address: ____________________________________________________________
Dated: __________________________
New Address: ____________________________________________________________
Dated: __________________________
3. OTHER OFFICES.
The Corporation may also have offices at other places, within or without its state of incorporation, where it is qualified to do
business, as its business activities may require, and as the Board of Directors may, from time to time, designate.
ARTICLE III
PURPOSES
1. IRC SECTION 501(C)(7)
PURPOSES. The Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(7) of the Internal Revenue Code, as amended from time to time.
2. SPECIFIC OBJECTIVES
AND PURPOSES. The specific objective of the Corporation is to support the United States National Soccer Team through a unified and dedicated group of supporters.
ARTICLE IV
GOVERNING LAW
1. BODY CORPORATE.
The Corporation was formally incorporated under the Nebraska Nonprofit Corporation Act (Laws 1996, LB 681) (the “Act”) on April 11, 2008, and shall be subject to all provisions of the Act.
ARTICLE V
ANTIDISCRIMINATION
The Chapter shall not discriminate on the basis of ancestry, color, or race; cultural or ethnic background; economic disadvantage; ideological, philosophical, or political belief or affiliation; marital or parental status; national or regional origin; physical disability; religion or religious or denominational affiliation; sex or sexual orientation; or age. The Chapter shall not encourage or condone discrimination, either implicitly or explicitly, and shall actively discourage discrimination on any such basis.
ARTICLE VI
MEMBERSHIP AND DUES
1.
MEMBERS. The Corporation shall have only one class of members. The members of the Corporation shall have no voting rights for any purpose. The affairs of the Corporation shall be managed by a self-perpetuating Board of Directors appointed in accordance with these Bylaws.
2. TRANSFER OF
MEMBERSHIP. A member who moves from one city and becomes a resident of another city may transfer membership upon
notifying the National Office of his or her new address.
3. RULES FOR MEMBERSHIP.
Any person shall be qualified to become a member upon payment of the initial dues and shall continue as a member
upon paying the annual dues, except that a previously expelled member under (3) through (5) of Section 4, below, shall not be qualified to become a member.
4. EXPULSION OF MEMBERS.
Any member who (1) fails to pay membership dues, if any, in a timely manner; (2) fails to satisfy the membership criteria; (3) violates any member rules adopted from time to time by the Board of Directors; (4) after providing the member with reasonable written notice and an opportunity to be heard either orally in writing, upon a determination by the Board of Directors that the member has (a) violated the National Bylaws, the National Code of Conduct, or the Bylaws of any chapter or (b) otherwise engages in unworthy conduct tending to bring disrepute on the Organization; or (5) uses the Corporation’s Insignia, name, or mailing list without authorization from the Board of Directors, may be expelled from the Corporation by the Board of Directors.
5. RESIGNATION OF
MEMBERSHIP. Any Member may resign their membership at any time by delivering to the National Office a written notice of resignation. The resignation of membership shall become effective on the date stated in the written notice. In the event the written notice of resignation does not contain an effective date, the date the Member delivers the written notice to the National Office shall become the date of resignation.
8. DUES. The amount of member dues, the term, and the due date shall be set by the Board of Directors. The payment of dues, if adopted by the Board of Directors, shall constitute a condition for membership, and neglect or refusal to pay such dues for a period of one (1) month after written notice of delinquency shall be grounds for expelling a member.
9. LIMITED LIABILITY OF
MEMBERS. A member of the Corporation shall not be liable to the Corporation or its creditors with respect to such membership except for the obligation to pay in full any fines or penalties duly imposed against such member and any dues and assessments levied against such member imposed in accordance with these Bylaws.
10. BENEFITS OF
MEMBERSHIP. The Board of Directors shall determine from time to time the benefits to be afforded to members in good standing of the Corporation. These benefits may include: receipt of a membership card entitling the member to such member discounts with businesses as AO may negotiate from time to time; discounts at AO events; and the right to serve on Member Committees established and overseen by the Board of Directors.
ARTICLE VII
CHAPTERS
1. ESTABLISHMENT.
Chapters may be established in the manner set forth by these Bylaws and Chapter Policy Manual. Chapters may not be established in any other manner.
2. POLICY.
The President will maintain and approve a manual of policy, supplementing and not conflicting with these Bylaws, covering the topics of expansion, establishment of chapters, chartering of Chapters, and standards and requirements thereof. Such a policy manual will be updated at least biennially, will be made available to any member of the Corporation so requesting, and will be provided to each group established as a Chapter of the Corporation.
3. DESIGNATION.
Every Chapter shall have a separate city designation, in the form “American Outlaws [City], Inc.,” unless such corporate name is not available in the Chapter’s state of incorporation, in which case the Board of Directors shall determine a different name.
4. CHAPTER GOVERNANCE.
Every Chapter of AO shall be governed by these Bylaws and by local Bylaws adopted by the Chapter. No local Bylaws shall conflict with the requirements of this section except as the Board of Directors may provide for special exception.
a. All local Bylaws must provide that the local Bylaws are subordinate to the national Bylaws and that the national Bylaws shall control whenever any conflict exists between the local Bylaws and the national Bylaws. b. All local Bylaws must provide for the regulation of meetings of Members, the election of officers, and a description of the various officers’ positions. c. All local Bylaws must provide for the management of the Chapter’s financial affairs.
5. SUSPENSION OR REVOCATION OF CHAPTER
CHARTER
a. Suspension of Charter. The National Board may for good cause suspend any chapter of this Organization and such power of suspension shall not be delegated.
b. Revocation of Charter. The National Board may revoke the charter of any chapter of this Organization by a majority vote.
c. Cause For Suspension Or Revocation Of Charter. Grounds for suspension or revocation of a chapter charter shall include any failure to render necessary reports or to liquidate indebtedness due to the Organization; willful disregard or violation of the National Bylaws of the Organization, the Chapter Agreement, or AO’s Code of Conduct; failure or inability of a chapter to operate in accordance with essential principles of democracy and respect for human rights; any action of a chapter or its members tending to discredit the Organization.
ARTICLE VIII
CHAPTER REQUIREMENTS
1. CHAPTERS—HOW FORMED.
a. A chapter may be formed in any city upon:
- attaining twenty-five (25) paid members, residing in or near the city for which a charter is desired;
- designation of a “home base” bar at which the chapter will host a viewing party for each US National Soccer game in the city or county; and
- completion of an AO Chapter Registration form; provided that not more than one (1) chapter may be established in each city.
b. Charters for chapters may be granted by the National Board of Directors, which shall determine the geographical boundaries of such chapter.
2. CHAPTER REGISTRATION—HOW SUBMITTED. An AO Chapter Registrationform shall be submitted to the National Chapter Chairman. The National Chapter Chairman shall forward copies to each member of the National Board for action thereon. The National President may cast an affirmative vote for any member of the Board failing to vote on a petition within fifteen (15) days after mailing of the petition from the National Office.
3. OFFICIAL ACTION.
Except as otherwise provided in the National Bylaws, any official action of a chapter may be expressed by no less than the majority vote of the members of the chapter in good standing present and voting at a lawful chapter meeting, or voting by mail, e-mail, or electronically when authorized by the chapter Bylaws.
4. DUTIES AND RESPONSIBILITIES. Each chapter shall subscribe to the Specific Objectives and Purposes of the Organization and shall conduct its affairs in furtherance of those purposes.
5. CHAPTER OFFICERS.
a. Each chapter shall biennially elect from among its members the following officers:resident, Vice President, Secretary, Treasurer.
b. Each chapter officer shall perform such duties as a prescribed by the National Bylaws and the chapter Bylaws.
c. A chapter may elect such other officers as are deemed necessary, provided that such officers and their duties are not inconsistent with the above chapter officers and their duties as provided by the National Bylaws.
6. DUTIES OF CHAPTER OFFICERS.
The officers of the chapters shall have the following duties:
a. President. The Chapter President shall be the Chief Executive Officer of the Chapter Board of Directors. The Chapter President shall have, subject to the advice, direction, and control of the Chapter Board of Directors, general charge of the Chapter business. The President shall appoint any special standing committees or representatives of the Chapter, as necessary or convenient for carrying out of any regular or special activities of the Chapter. The Chapter president shall jointly execute with the Chapter Secretary all contracts and instruments which have first been approved by the Chapter Board of Directors. The President shall be present at the Annual Meeting of the members and shall report on the condition of the business of the Chapter. The Chapter President may call any Special Meeting of the Members of the Chapter Board of Directors and/or general Chapter membership. In case of the absence or disability of the Chapter Treasurer, the Chapter President may execute checks for expenditures authorized by the Chapter Board of Directors.
b. Vice President. The Chapter Vice President shall be vested with all the powers and authority of the Chapter President and shall perform the duties of the Chapter President in the case of the Chapter President’s absence, disability, or inability, or any reason. The Chapter Vice President shall also perform such duties connected with the operations of the Chapter at the suggestion or direction of the Chapter President. The Chapter Vice President may annually recruit a certified public accountant or an appropriate group of Chapter members to verify that the financial records of the Chapter are in order. The Board of Directors can determine how they want the report to be delivered, written or oral.
c. Secretary. The Chapter Secretary shall have the responsibility to take and publish minutes of all meetings. The Chapter Secretary is responsible for publishing notice of all regularly scheduled membership and Chapter Board of Director meetings. Additionally, the Chapter Secretary is also responsible for publishing notice of Special Membership Meetings. The Chapter Secretary, with the assistance of the Chapter Membership Chairperson, if the Chapter has one, shall keep a Chapter Membership Book, Roster, or Record showing the name of each Chapter member. The Chapter Secretary shall also be responsible for maintaining the currency and security of the original copies of the Chapter Bylaws, non-profit incorporation documents, tax-exemption documents, Federal Employer Identification Number (FEIN), and any other books, papers, and records as the Chapter Officers or Chapter Board of Directors direct. The Chapter Secretary shall jointly execute, along with the Chapter President, all contracts and instruments that have been first approved by the Chapter Board of Directors. The Chapter Secretary shall perform all other duties incident to the Office of the Chapter Secretary, subject to the control of the Chapter President and the Chapter Board of Directors.
d. Treasurer. The Chapter Treasurer shall execute all checks authorized by the Chapter Board of Directors. The Chapter Treasurer shall receive and deposit all funds in a financial institution recognized by the Federal Deposit Insurance Corporation (FDIC) (for U.S. Chapters), and approved by the Chapter Board of Directors. The Chapter Treasurer shall also account for all receipts, disbursements, and the balance of funds on hand. The Chapter Treasurer shall perform all other duties subject to the control of the Chapter President and the Chapter Board of Directors. The Chapter Treasurer shall ensure the Chapter obtains and maintains a Federal Employer Identification Number (FEIN). The Chapter Treasurer shall be responsible for the accurate maintenance of all insurance records, including the proper application, binding, and premium payment for all necessary insurance required by AO. By resolution of the Chapter Board of Directors, the Chapter may require joint signatures on all checks drawn on Chapter accounts.
7. CHAPTER FUNDS.
Officers of each chapter shall keep accurate records and make such reports as required by the National Board or the National President regarding membership, chapter funds, and all other financial matters.
8. OFFICIAL REPORTS.
The Chapter shall submit all information as may be required by the National Office from time to time, including but not limited to:
a. All Registration Forms for Membership and corresponding membership fee for each member shall be submitted to the National Office within ten (10) days after the registration for which fees were collected.
b. Newly elected chapter officers or any change in the information contained therein within forty-eight (48) hours of any election or change in information as appropriate.
c. A change in the chapter’s official chapter bar within forty-eight (48) hours of the change.
9. OFFICER TRANSITIONS.
Chapters shall commence officer transitions within ten (10) days of any officer election. Every officer of every chapter shall, at the expiration of their terms, turn over to his or her successor all books, papers, documents, registration names and passwords, and paraphernalia belonging to the chapter which may be in the custody or under the control of the officers and shall render a true, just, and faithful account of their official trust, and the Treasurer shall, in addition, forthwith pay the successor such balances of chapter moneys as shall be chargeable to the Treasurer. Signatories on all accounts must be changed to the appropriate newly elected officers.
10. PAYMENT OF FUNDS.
All funds to be paid under the provisions of this chapter shall be paid in United States Dollars or their equivalent.
ARTICLE IX
CHAPTER OFFICERS
1. TERM OF OFFICE. The term of office for all Chapter Officers shall be two (2) years. The elected officers shall assume the duties of their individual offices immediately upon being formally installed therein. No officer shall be granted a term of office longer than two (2) years unless subsequently re-elected.
2. QUALIFICATION OF OFFICERS.
Officers must be a member of the Chapter and must be twenty-one (21) years of age or older in order to serve as an officer of that Chapter.
3. ANNOUNCEMENT OF BIENNIAL ELECTION.
All Chapter members shall be notified of the date, time, and location of the election meeting at least two weeks in advance. A notice containing this information shall also be published in any electronic media generally utilized for Chapter communication.
4. NOMINATION OF CANDIDATES FOR ELECTIVE OFFICES. Nominations for elective offices shall be opened no later than four weeks prior to the election. Candidates for elective office must be nominated by a Chapter member. A Chapter member may nominative him- or herself. Nominations for elective offices shall remain open until one week prior to the Chapter vote on the position. A Candidate may decline nomination or election. Current nomination lists shall be sent to Chapter members and published in any electronic media generally used for Chapter communication no later than one week prior to the election. These notices shall indicate that nominations shall remain open until the Chapter vote.
5. CAMPAIGN PLATFORMS. Candidates shall provide the Chapter with a statement of their campaign platform no later than one week plus one working day prior to the election. Statements may not exceed one page. These statements will be made available to the Chapter members prior to the election.
6. VOTING PROCEDURE. The voting procedure shall be as follows:
a. If an elective office has no nominated candidates, the Chapter Officers may postpone the election for that office until the end of the election of other offices. If there are still vacant offices, the elections due that office will be automatically postponed until the next regular Chapter meeting.
b. Votes may be cast in person, by paper ballot, or by electronic means.
c. The Chapter vote shall be recorded, but not published in Chapter minutes.
d. Officers shall be elected by a majority of voting members. If more than two candidates are running for any office, successive votes shall be taken until one candidate receives a majority. In successive votes, the candidate receiving the fewest votes shall be eliminated.
7. VACANCIES. If the office of Chapter President, Chapter Vice President, Chapter Secretary, or Chapter Treasurer becomes vacant for any reason, the Chapter Board of Directors shall elect a successor who shall hold the office for the remainder of the normal term, or at the option of the Chapter Board of Directors, hold a special election to fill the vacancy.
8. CHAPTER LEADER CODE. All elected Chapter officers must sign and adhere to the National Chapter Leader Code, attached to these bylaws, as amended from time to time.
ARTICLE X
RECALL OF CHAPTER OFFICERS
1. HOW INSTITUTED.
Procedures for removal from elected office by a chapter shall be instituted through the filing of a verified recall petition, by one third (1/3) vote of the chapter members or by a majority of the elected officers of such chapter.
2. PROCEDURES.
The procedures for the recall of an officer are as follows:
a. Administration.
The Chapter President shall be the Administering Officer of the recall unless the President is the subject of the removal in which case the Administering Officer becomes the Vice President. If all officers are the subjects of the removal, the Administering Officer becomes the National President.
b. Petition for Removal. The petition for each officer whose removal is sought shall be transmitted to the Administering Officer. The recall petition shall contain a clear and concise factual statement of the acts or practices alleged to constitute “good and sufficient cause” for removal from office. Violation of the Code of Conduct, including malfeasance, misfeasance, or nonfeasance, shall constitute good and sufficient cause for removal from office of any such officer. The Administering Officer shall immediately furnish to the cited officer a copy of the petition.
c. Answer.
Within five (5) days after the receipt of the petition for removal, the cited officer shall transmit an answer to the Administering Officer. Such answer shall contain (1) a concise statement of the facts constituting each ground of defense, and (2) specific admission, denial, or explanation of each fact alleged in the petition; or, if the cited officer is without knowledge thereof, a statement to that effect. Failure of any cited officer to file an answer in the time specified shall authorize the Administering Officer, without further procedures, to declare the office vacant and to require the cited officer to surrender all Chapter property.
d. Submission for Vote. Upon receipt of the cited officer’s answer, the Administering Officer shall publish the petition and answer to the Chapter for a vote on the matter. Along with the petition and answer, the Administering Officer shall publish the time, place, and purpose of the vote giving no less than seven (7) days notice.
3. VOTING. Upon receipt of the recall petition and answer, each Chapter member shall vote pursuant to the following procedures:
a. Voting shall take place at a Chapter meeting which members have been given proper notice of as prescribed in Section 1(d) of the Article or the vote may be done electronically via e-mail or using an online poll. If an online poll is used, it should be one that does not allow voting more than once.
b. If the voting takes place at a Chapter meeting, the petition and answer shall be read aloud to the membership before the vote is taken, except that this procedure may be waived if copies have been furnished to all members.
c. No proxy voting shall be permitted.
d. A two-thirds (2/3) affirmative vote of all members is required for the removal of the cited officer.
ARTICLE XI
BOARD OF DIRECTORS
1. POWER OF BOARD OF DIRECTORS. The Board of Directors shall have the control and general management of the affairs, property, and business of the Corporation. The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not
inconsistent with these Bylaws and the laws of the State of Nebraska.
2. ELECTION OF DIRECTORS.
The Board of Directors shall be self-perpetuating with each successor Board of Directors elected by the current Board of Directors at the Annual Meeting of Directors in accordance with these Bylaws. The initial Board of Directors shall be elected by the incorporator(s) of the Corporation and shall serve until a successor Board of Directors is elected by the current Board at the Annual Meeting of Directors.
3. NUMBER OF DIRECTORS.
The initial Board of Directors shall consist of three (3) persons. Thereafter, the number of directorships shall be fixed by action of the Board, but in no event shall the Board consist of less than three (3) persons unless a lesser number is permitted by the laws of the State of Nebraska.
4. QUALIFICATION OF DIRECTORS. Directors of the Corporation shall have the following qualifications:
a. Such person is at least twenty-one (21) years of age.
b. Such person supports the objectives of AO.
5. TERM OF OFFICE.
The term of office of each of the Directors shall be the later of one (1) year or until such person’s successor has been elected. Directors may be elected to serve additional consecutive terms.
6. RESIGNATION, REMOVAL, AND VACANCY. A Director may resign at any time by delivering written notice to the Board of Directors or to the President. A Director may be removed from the Board of Directors, with or without cause, by the affirmative vote of a majority of all the other Directors in office. If a vacancy occurs on the Board of Directors, the remaining members of the Board of Directors may fill the vacancy by the affirmative vote of a majority of the remaining Directors in office.
7. COMPENSATION.
Unless authorized by the Board of Directors, Directors shall receive no compensation in their capacity as directors, but may be reimbursed for reasonable allowance for expenses actually incurred in connection with their duties.
8. DUTIES OF DIRECTORS.
The duties of the Directors shall be as follows:
a. To attend the annual meeting of the Board of Directors and any other meetings which may be called pursuant to these Bylaws;
b. To advise the President on matters related to the objectives of the organization;
c. To have the control and general management of the affairs, property, and business of the Corporation;
d. To elect the Officers of the Corporation in accordance with these Bylaws; and
e. To perform such other duties as set forth in these Bylaws.
9. ANNUAL MEETING AND ELECTION OF DIRECTORS. The Board of Directors shall hold a meeting every year in the month of September for the purpose of electing the successor Board of Directors. Voting for the election of Directors shall be by written ballot. Each Director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the Board. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected to serve on the Board.
10. MEETINGS OF BOARD OF DIRECTORS. Regular or special meetings of the Board of Directors shall be held at such times as determined by the President or called at the request of a majority of the Board of Directors.
11. CONSENTS.
Whenever the vote of Directors is required to be taken at a meeting in connection with any corporate action, the meeting and the vote of Directors may be dispensed with if all the Directors who would have been entitled to vote upon the action, if such meeting were held, shall consent in writing to such corporate actions being taken.
12. QUORUM.
At any meeting of the Board of Directors, a majority of all the Directors in office shall constitute a quorum for the transaction of business.
13. VOTING.
At all meetings of the Board of directors, each Director is to have one vote. At all meetings of the Board of Directors, all questions, the determination of which is not specifically regulated by statute, shall be decided by the affirmative vote of a majority of all the Directors in office when the action is taken. (For example, if the Board of Directors consists of twelve (12) Directors, the affirmative vote of seven (7) Directors shall be required for the Board to approve any proposed action.) A Director’s vote may not be cast by proxy or power of attorney.
14. NOTICE OF MEETING.
Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Special meetings of the Board of Directors shall be preceded by at least three (3) days’ notice of the date, time, and place of the meeting. Written notice will be given for any regular or special meeting called in connection with the adoption, amendment, or repeal of any provision of the Bylaws or the Articles of Incorporation.
15. WAIVER OF NOTICE.
A Director may waive any notice required by the Act, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records. A Director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
16. VACANCY.
A vacancy on the Board occurring between Annual Meetings of the Board of Directors may be filled for the unexpired portion of the term by an individual elected by a majority of the remaining Directors, or the sole remaining Director if no other Directors remain.
17. COMMITTEES.
The Board of Directors may create one or more Member Committees in which case each committee shall have at least one
Director who shall supervise the activities of the Committee. The creation of the Member Committee and the appointment of Director(s) to it shall be approved by a majority of all the Directors in office when the action is taken. The Directors shall solicit volunteers for the Committees from the general membership. Each committee shall be overseen and supervised by the Director(s) in charge of such Committee and such Director(s) shall be responsible for reporting the activities of such Committees to the Board of Directors.
18. TELEPHONE MEETINGS.
A Director may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment enabling all Directors to simultaneously hear one another, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
19. NONLIABILITY OF
DIRECTORS. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
20. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS.
The Directors and Officers of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of this state.
ARTICLE XII
OFFICERS
1. DESIGNATION OF
OFFICERS. The officers of the Corporation shall consist of a President, a Vice President, a Treasurer, and a Secretary, and
such other officers as the Board of Directors may determine. The officers of the Corporation shall be elected by the Board of
Directors at the Annual Meeting of the Board of Directors. The officers shall be chosen from the current Board of Directors. Any two offices may be held by the same person to the extent permitted by law. All such officers shall serve subject to the
orders of the Board of Directors and shall serve solely at the Board’s discretion.
2. TERMS OF OFFICE.
The term of each elected officer shall be one (1) year commencing at the end of the Annual Meeting of the Board of Directors in which the election occurs. Officers may be elected to serve additional consecutive terms.
3. RESIGNATION AND REMOVAL OF OFFICERS. An officer may resign at any time by delivering notice to the Corporation. The Board of Directors may remove any officer at any time with or without cause by the affirmative vote of a majority of all the Directors in office when the action is taken.
4. COMPENSATION.
Compensation of Officers, if any, shall be set by the Board of Directors.
5. VACANCIES.
Vacancies in any office during a term shall be filled by the vote of a majority of the remaining Directors in office.
6. DUTIES OF OFFICERS.
The duties of the officers shall be as set forth in these Bylaws and otherwise as required by the Act.
a. The President shall appoint any special standing committees or representatives of the Corporation, as necessary or convenient for the carrying out of any regular or special activities of the Corporation. The President shall preside at all meetings of the Board of Directors. The President shall be present at the Annual Meeting of the members and shall report on the condition of the business of the Corporation. The President shall cause to be called regular and special meetings of the members and Board of Directors in accordance with these Bylaws. The President shall have general direction and management of the affairs of the Corporation. The President shall enforce these Bylaws and perform all the duties incident to the office of President.
b. Vice President. The duties of the Vice President shall consist of the following. The Vice President shall act as an aid to the President. During the absence and inability of the President to render and perform his or her duties or exercise his or her powers, as set forth in these Bylaws or under the Act, the same shall be performed and exercised by the Vice President; and when so acting, a Vice President shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon such President, and such other powers and duties as the Board of Directors shall from time to time delegate.
c. Secretary. The duties of the Secretary shall consist of the following: The Secretary shall be the custodian of the current records and business papers of the Corporation, except finance and historical documents. The Secretary shall keep a correct record of all meetings of the Board of Directors and all meetings of the members. The Secretary shall give and serve all notices required under these Bylaws and under the Act. The Secretary shall perform such other duties as may be delegated to the office of the Secretary.
d. The duties of the Treasurer shall consist of the following: The Treasurer shall receive all monies of the Corporation and shall keep an accurate record of all receipts and expenditures of the Corporation. The Treasurer shall have the care and custody of and be responsible for the funds of the Corporation and of the records and papers pertaining to its financial affairs. The Treasurer shall be
responsible for the collection of all monies due the Corporation and the disbursement of all legal obligation of the Corporation, and shall deposit all such funds in the name of the Corporation in such recognized bank or banks, trust company or trust companies, or
safe deposit vaults as the Board of Directors may designate, from which the Treasurer, the President or the Vice President, if the Treasurer is unable to act, may withdraw them as needed. The Treasurer shall exhibit at all reasonable times his or her books
and accounts to any officer or director of the Corporation upon reasonable notice and request. The Treasurer shall perform all other duties incident to the office of Treasurer as delegated by the Board of Directors. The Treasurer shall present a statement of account at every meeting (current to within 30 days of such meeting) of the Board of Directors and shall make a full report at the Annual Meeting of the Board of Directors.
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ARTICLE XIII
RECORDS OF MEETINGS
There shall be a written agenda for each meeting, and minutes of each meeting shall be prepared. Minutes of a meeting shall reflect the identity of those Directors in attendance at the meeting and, after approval, shall be dated and signed by the Secretary or his or her designee.
ARTICLE XIV
PARLIAMENTARY AUTHORITY
The rules contained in Robert’s “Rules of Order, Revised” shall govern the Board of Directors in all cases wherein they do not conflict with these Bylaws.
ARTICLE XV
FINANCE AND PROPERTY
1. FISCAL YEAR.
The fiscal year of the Corporation shall be determined by the Board of Directors.
2. AUDIT.
The accounts of the Corporation may be duly audited by a certified public accountant from time to time as determined by the Board of Directors.
3. APPROVED SIGNATURES.
All checks, drafts, and other orders for the payment of money shall be signed by the Treasurer or the President, if the Treasurer is unable to act, or the Vice President, if the President is unable to act.
4. CONTRIBUTION GIFTS AND
BEQUESTS. Contributions, gifts, and bequests may be accepted by the Corporation in accordance with its policies and shall be subject to the approval of the Board of Directors. Unless otherwise designated by the donor or otherwise prescribed by statute or law, such gifts, bequests, or contributions shall be utilized for the purposes of the Corporation at the discretion of the Board of Directors.
ARTICLE XVI
TRADEMARKS
1. TRADEMARK GENERAL
RULE. The design or representation of the name AMERICAN OUTLAWS, the Seal, the Logo, or any other trademark of the Corporation shall not be created, manufactured, used, or offered for sale by any person, company, or entity except as authorized by the President or his designee.
2. APPROVAL PROCESS
a. Corporate
Insignia. As used in this subsection, the defined term “Corporation’s Insignia” shall mean the name AMERICAN OUTLAWS, the Seal, the Logo, or any other trademark of the Corporation.
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b. Use.
As used in this subsection, when applied to the Corporation’s Insignia, the word “use” shall mean commercial reproduction for profit,
reproduction not for profit, or any other use of the Corporation’s Insignia.
c. Authorization.
Only the President or the Vice President may authorize the use of the Corporation’s Insignia.
d. Restrictions.
The President and the Vice President shall not approve the use of the Corporation’s Insignia in any manner, text, or art design that
casts the Corporation in a negative light or that is otherwise contrary to the ideals of the Corporation, specifically including, but not limited to, any use of any materials considered to be sexist or demeaning or insulting to women, minorities, or other persons.
e. Authorized
Vendors. Anyone wishing to acquire merchandise bearing any of the Corporation’s Insignia shall obtain those items only from
vendors that are authorized by the Board of Directors to produce or market AO merchandise.
f. Chapter
Merchandise. Active Chapters may utilize previously unlicensed commercial firms to produce material utilizing the Corporation’s
Insignia for their own Chapter’s needs from time to time so long as such material is approved in advance and in a manner as indicated by the President or Vice President. Approval shall require a submission of any text or art design along with
a product description and the name of the proposed marketing entity, allowing the President and the Vice President to monitor the use of the Corporation’s Insignia and the quality of such goods used in association with the Corporation’s Insignia.
ARTICLE XVII
IRC 501(C)(7) TAX EXEMPTION PROVISIONS
1. PROHIBITION AGAINST
PRIVATE INUREMENT. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the
Corporation.
2. DISTRIBUTION OF
ASSETS. Upon the dissolution of the Corporation, its assets remaining after payment, or provision for payment, of all debts
and liabilities of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(7) of
the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
ARTICLE XVIII
AMENDMENTS
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1. BYLAWS.
These Bylaws may be amended at any Board of Directors meeting by the affirmative vote of a majority of all the Directors in office
when the action is taken providing notice of the proposed amendment shall have been given at least ten (10) days prior to the vote of
the amendment.
2. ARTICLES OF
INCORPORATION. The Articles of Incorporation may be amended at any Board of Directors meeting by the affirmative vote of a
majority of all the Directors in office when the action is taken providing notice of the proposed amendment shall have been given at least ten (10) days prior to the vote on the amendment.
ARTICLE XIX
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of the Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid
for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of the Corporation filed with an office of this state and used to establish the legal existence of the Corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
BYLAWS of American Outlaws, Inc.
ARTICLE I
NAME
The name of the Corporation shall be American Outlaws, Inc. (the “Corporation,” “Organization,” or “AO”).
ARTICLE II
OFFICES
1. PRINCIPAL OFFICE.
The principal office of the Corporation is located in Lancaster County, State of Nebraska.
2. CHANGE OF ADDRESS.
The designation of the county or state of the Corporation’s principal office may be changed by amendment of these Bylaws.
The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment to these Bylaws:
New Address: ____________________________________________________________
Dated: __________________________
New Address: ____________________________________________________________
Dated: __________________________
New Address: ____________________________________________________________
Dated: __________________________
3. OTHER OFFICES.
The Corporation may also have offices at other places, within or without its state of incorporation, where it is qualified to do
business, as its business activities may require, and as the Board of Directors may, from time to time, designate.
ARTICLE III
PURPOSES
1. IRC SECTION 501(C)(7)
PURPOSES. The Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(7) of the Internal Revenue Code, as amended from time to time.
2. SPECIFIC OBJECTIVES
AND PURPOSES. The specific objective of the Corporation is to support the United States National Soccer Team through a unified and dedicated group of supporters.
ARTICLE IV
GOVERNING LAW
1. BODY CORPORATE.
The Corporation was formally incorporated under the Nebraska Nonprofit Corporation Act (Laws 1996, LB 681) (the “Act”) on April 11, 2008, and shall be subject to all provisions of the Act.
ARTICLE V
ANTIDISCRIMINATION
The Chapter shall not discriminate on the basis of ancestry, color, or race; cultural or ethnic background; economic disadvantage; ideological, philosophical, or political belief or affiliation; marital or parental status; national or regional origin; physical disability; religion or religious or denominational affiliation; sex or sexual orientation; or age. The Chapter shall not encourage or condone discrimination, either implicitly or explicitly, and shall actively discourage discrimination on any such basis.
ARTICLE VI
MEMBERSHIP AND DUES
1.
MEMBERS. The Corporation shall have only one class of members. The members of the Corporation shall have no voting rights for any purpose. The affairs of the Corporation shall be managed by a self-perpetuating Board of Directors appointed in accordance with these Bylaws.
2. TRANSFER OF
MEMBERSHIP. A member who moves from one city and becomes a resident of another city may transfer membership upon
notifying the National Office of his or her new address.
3. RULES FOR MEMBERSHIP.
Any person shall be qualified to become a member upon payment of the initial dues and shall continue as a member
upon paying the annual dues, except that a previously expelled member under (3) through (5) of Section 4, below, shall not be qualified to become a member.
4. EXPULSION OF MEMBERS.
Any member who (1) fails to pay membership dues, if any, in a timely manner; (2) fails to satisfy the membership criteria; (3) violates any member rules adopted from time to time by the Board of Directors; (4) after providing the member with reasonable written notice and an opportunity to be heard either orally in writing, upon a determination by the Board of Directors that the member has (a) violated the National Bylaws, the National Code of Conduct, or the Bylaws of any chapter or (b) otherwise engages in unworthy conduct tending to bring disrepute on the Organization; or (5) uses the Corporation’s Insignia, name, or mailing list without authorization from the Board of Directors, may be expelled from the Corporation by the Board of Directors.
5. RESIGNATION OF
MEMBERSHIP. Any Member may resign their membership at any time by delivering to the National Office a written notice of resignation. The resignation of membership shall become effective on the date stated in the written notice. In the event the written notice of resignation does not contain an effective date, the date the Member delivers the written notice to the National Office shall become the date of resignation.
8. DUES. The amount of member dues, the term, and the due date shall be set by the Board of Directors. The payment of dues, if adopted by the Board of Directors, shall constitute a condition for membership, and neglect or refusal to pay such dues for a period of one (1) month after written notice of delinquency shall be grounds for expelling a member.
9. LIMITED LIABILITY OF
MEMBERS. A member of the Corporation shall not be liable to the Corporation or its creditors with respect to such membership except for the obligation to pay in full any fines or penalties duly imposed against such member and any dues and assessments levied against such member imposed in accordance with these Bylaws.
10. BENEFITS OF
MEMBERSHIP. The Board of Directors shall determine from time to time the benefits to be afforded to members in good standing of the Corporation. These benefits may include: receipt of a membership card entitling the member to such member discounts with businesses as AO may negotiate from time to time; discounts at AO events; and the right to serve on Member Committees established and overseen by the Board of Directors.
ARTICLE VII
CHAPTERS
1. ESTABLISHMENT.
Chapters may be established in the manner set forth by these Bylaws and Chapter Policy Manual. Chapters may not be established in any other manner.
2. POLICY.
The President will maintain and approve a manual of policy, supplementing and not conflicting with these Bylaws, covering the topics of expansion, establishment of chapters, chartering of Chapters, and standards and requirements thereof. Such a policy manual will be updated at least biennially, will be made available to any member of the Corporation so requesting, and will be provided to each group established as a Chapter of the Corporation.
3. DESIGNATION.
Every Chapter shall have a separate city designation, in the form “American Outlaws [City], Inc.,” unless such corporate name is not available in the Chapter’s state of incorporation, in which case the Board of Directors shall determine a different name.
4. CHAPTER GOVERNANCE.
Every Chapter of AO shall be governed by these Bylaws and by local Bylaws adopted by the Chapter. No local Bylaws shall conflict with the requirements of this section except as the Board of Directors may provide for special exception.
a. All local Bylaws must provide that the local Bylaws are subordinate to the national Bylaws and that the national Bylaws shall control whenever any conflict exists between the local Bylaws and the national Bylaws. b. All local Bylaws must provide for the regulation of meetings of Members, the election of officers, and a description of the various officers’ positions. c. All local Bylaws must provide for the management of the Chapter’s financial affairs.
5. SUSPENSION OR REVOCATION OF CHAPTER
CHARTER
a. Suspension of Charter. The National Board may for good cause suspend any chapter of this Organization and such power of suspension shall not be delegated.
b. Revocation of Charter. The National Board may revoke the charter of any chapter of this Organization by a majority vote.
c. Cause For Suspension Or Revocation Of Charter. Grounds for suspension or revocation of a chapter charter shall include any failure to render necessary reports or to liquidate indebtedness due to the Organization; willful disregard or violation of the National Bylaws of the Organization, the Chapter Agreement, or AO’s Code of Conduct; failure or inability of a chapter to operate in accordance with essential principles of democracy and respect for human rights; any action of a chapter or its members tending to discredit the Organization.
ARTICLE VIII
CHAPTER REQUIREMENTS
1. CHAPTERS—HOW FORMED.
a. A chapter may be formed in any city upon:
- attaining twenty-five (25) paid members, residing in or near the city for which a charter is desired;
- designation of a “home base” bar at which the chapter will host a viewing party for each US National Soccer game in the city or county; and
- completion of an AO Chapter Registration form; provided that not more than one (1) chapter may be established in each city.
b. Charters for chapters may be granted by the National Board of Directors, which shall determine the geographical boundaries of such chapter.
2. CHAPTER REGISTRATION—HOW SUBMITTED. An AO Chapter Registrationform shall be submitted to the National Chapter Chairman. The National Chapter Chairman shall forward copies to each member of the National Board for action thereon. The National President may cast an affirmative vote for any member of the Board failing to vote on a petition within fifteen (15) days after mailing of the petition from the National Office.
3. OFFICIAL ACTION.
Except as otherwise provided in the National Bylaws, any official action of a chapter may be expressed by no less than the majority vote of the members of the chapter in good standing present and voting at a lawful chapter meeting, or voting by mail, e-mail, or electronically when authorized by the chapter Bylaws.
4. DUTIES AND RESPONSIBILITIES. Each chapter shall subscribe to the Specific Objectives and Purposes of the Organization and shall conduct its affairs in furtherance of those purposes.
5. CHAPTER OFFICERS.
a. Each chapter shall biennially elect from among its members the following officers:resident, Vice President, Secretary, Treasurer.
b. Each chapter officer shall perform such duties as a prescribed by the National Bylaws and the chapter Bylaws.
c. A chapter may elect such other officers as are deemed necessary, provided that such officers and their duties are not inconsistent with the above chapter officers and their duties as provided by the National Bylaws.
6. DUTIES OF CHAPTER OFFICERS.
The officers of the chapters shall have the following duties:
a. President. The Chapter President shall be the Chief Executive Officer of the Chapter Board of Directors. The Chapter President shall have, subject to the advice, direction, and control of the Chapter Board of Directors, general charge of the Chapter business. The President shall appoint any special standing committees or representatives of the Chapter, as necessary or convenient for carrying out of any regular or special activities of the Chapter. The Chapter president shall jointly execute with the Chapter Secretary all contracts and instruments which have first been approved by the Chapter Board of Directors. The President shall be present at the Annual Meeting of the members and shall report on the condition of the business of the Chapter. The Chapter President may call any Special Meeting of the Members of the Chapter Board of Directors and/or general Chapter membership. In case of the absence or disability of the Chapter Treasurer, the Chapter President may execute checks for expenditures authorized by the Chapter Board of Directors.
b. Vice President. The Chapter Vice President shall be vested with all the powers and authority of the Chapter President and shall perform the duties of the Chapter President in the case of the Chapter President’s absence, disability, or inability, or any reason. The Chapter Vice President shall also perform such duties connected with the operations of the Chapter at the suggestion or direction of the Chapter President. The Chapter Vice President may annually recruit a certified public accountant or an appropriate group of Chapter members to verify that the financial records of the Chapter are in order. The Board of Directors can determine how they want the report to be delivered, written or oral.
c. Secretary. The Chapter Secretary shall have the responsibility to take and publish minutes of all meetings. The Chapter Secretary is responsible for publishing notice of all regularly scheduled membership and Chapter Board of Director meetings. Additionally, the Chapter Secretary is also responsible for publishing notice of Special Membership Meetings. The Chapter Secretary, with the assistance of the Chapter Membership Chairperson, if the Chapter has one, shall keep a Chapter Membership Book, Roster, or Record showing the name of each Chapter member. The Chapter Secretary shall also be responsible for maintaining the currency and security of the original copies of the Chapter Bylaws, non-profit incorporation documents, tax-exemption documents, Federal Employer Identification Number (FEIN), and any other books, papers, and records as the Chapter Officers or Chapter Board of Directors direct. The Chapter Secretary shall jointly execute, along with the Chapter President, all contracts and instruments that have been first approved by the Chapter Board of Directors. The Chapter Secretary shall perform all other duties incident to the Office of the Chapter Secretary, subject to the control of the Chapter President and the Chapter Board of Directors.
d. Treasurer. The Chapter Treasurer shall execute all checks authorized by the Chapter Board of Directors. The Chapter Treasurer shall receive and deposit all funds in a financial institution recognized by the Federal Deposit Insurance Corporation (FDIC) (for U.S. Chapters), and approved by the Chapter Board of Directors. The Chapter Treasurer shall also account for all receipts, disbursements, and the balance of funds on hand. The Chapter Treasurer shall perform all other duties subject to the control of the Chapter President and the Chapter Board of Directors. The Chapter Treasurer shall ensure the Chapter obtains and maintains a Federal Employer Identification Number (FEIN). The Chapter Treasurer shall be responsible for the accurate maintenance of all insurance records, including the proper application, binding, and premium payment for all necessary insurance required by AO. By resolution of the Chapter Board of Directors, the Chapter may require joint signatures on all checks drawn on Chapter accounts.
7. CHAPTER FUNDS.
Officers of each chapter shall keep accurate records and make such reports as required by the National Board or the National President regarding membership, chapter funds, and all other financial matters.
8. OFFICIAL REPORTS.
The Chapter shall submit all information as may be required by the National Office from time to time, including but not limited to:
a. All Registration Forms for Membership and corresponding membership fee for each member shall be submitted to the National Office within ten (10) days after the registration for which fees were collected.
b. Newly elected chapter officers or any change in the information contained therein within forty-eight (48) hours of any election or change in information as appropriate.
c. A change in the chapter’s official chapter bar within forty-eight (48) hours of the change.
9. OFFICER TRANSITIONS.
Chapters shall commence officer transitions within ten (10) days of any officer election. Every officer of every chapter shall, at the expiration of their terms, turn over to his or her successor all books, papers, documents, registration names and passwords, and paraphernalia belonging to the chapter which may be in the custody or under the control of the officers and shall render a true, just, and faithful account of their official trust, and the Treasurer shall, in addition, forthwith pay the successor such balances of chapter moneys as shall be chargeable to the Treasurer. Signatories on all accounts must be changed to the appropriate newly elected officers.
10. PAYMENT OF FUNDS.
All funds to be paid under the provisions of this chapter shall be paid in United States Dollars or their equivalent.
ARTICLE IX
CHAPTER OFFICERS
1. TERM OF OFFICE. The term of office for all Chapter Officers shall be two (2) years. The elected officers shall assume the duties of their individual offices immediately upon being formally installed therein. No officer shall be granted a term of office longer than two (2) years unless subsequently re-elected.
2. QUALIFICATION OF OFFICERS.
Officers must be a member of the Chapter and must be twenty-one (21) years of age or older in order to serve as an officer of that Chapter.
3. ANNOUNCEMENT OF BIENNIAL ELECTION.
All Chapter members shall be notified of the date, time, and location of the election meeting at least two weeks in advance. A notice containing this information shall also be published in any electronic media generally utilized for Chapter communication.
4. NOMINATION OF CANDIDATES FOR ELECTIVE OFFICES. Nominations for elective offices shall be opened no later than four weeks prior to the election. Candidates for elective office must be nominated by a Chapter member. A Chapter member may nominative him- or herself. Nominations for elective offices shall remain open until one week prior to the Chapter vote on the position. A Candidate may decline nomination or election. Current nomination lists shall be sent to Chapter members and published in any electronic media generally used for Chapter communication no later than one week prior to the election. These notices shall indicate that nominations shall remain open until the Chapter vote.
5. CAMPAIGN PLATFORMS. Candidates shall provide the Chapter with a statement of their campaign platform no later than one week plus one working day prior to the election. Statements may not exceed one page. These statements will be made available to the Chapter members prior to the election.
6. VOTING PROCEDURE. The voting procedure shall be as follows:
a. If an elective office has no nominated candidates, the Chapter Officers may postpone the election for that office until the end of the election of other offices. If there are still vacant offices, the elections due that office will be automatically postponed until the next regular Chapter meeting.
b. Votes may be cast in person, by paper ballot, or by electronic means.
c. The Chapter vote shall be recorded, but not published in Chapter minutes.
d. Officers shall be elected by a majority of voting members. If more than two candidates are running for any office, successive votes shall be taken until one candidate receives a majority. In successive votes, the candidate receiving the fewest votes shall be eliminated.
7. VACANCIES. If the office of Chapter President, Chapter Vice President, Chapter Secretary, or Chapter Treasurer becomes vacant for any reason, the Chapter Board of Directors shall elect a successor who shall hold the office for the remainder of the normal term, or at the option of the Chapter Board of Directors, hold a special election to fill the vacancy.
8. CHAPTER LEADER CODE. All elected Chapter officers must sign and adhere to the National Chapter Leader Code, attached to these bylaws, as amended from time to time.
ARTICLE X
RECALL OF CHAPTER OFFICERS
1. HOW INSTITUTED.
Procedures for removal from elected office by a chapter shall be instituted through the filing of a verified recall petition, by one third (1/3) vote of the chapter members or by a majority of the elected officers of such chapter.
2. PROCEDURES.
The procedures for the recall of an officer are as follows:
a. Administration.
The Chapter President shall be the Administering Officer of the recall unless the President is the subject of the removal in which case the Administering Officer becomes the Vice President. If all officers are the subjects of the removal, the Administering Officer becomes the National President.
b. Petition for Removal. The petition for each officer whose removal is sought shall be transmitted to the Administering Officer. The recall petition shall contain a clear and concise factual statement of the acts or practices alleged to constitute “good and sufficient cause” for removal from office. Violation of the Code of Conduct, including malfeasance, misfeasance, or nonfeasance, shall constitute good and sufficient cause for removal from office of any such officer. The Administering Officer shall immediately furnish to the cited officer a copy of the petition.
c. Answer.
Within five (5) days after the receipt of the petition for removal, the cited officer shall transmit an answer to the Administering Officer. Such answer shall contain (1) a concise statement of the facts constituting each ground of defense, and (2) specific admission, denial, or explanation of each fact alleged in the petition; or, if the cited officer is without knowledge thereof, a statement to that effect. Failure of any cited officer to file an answer in the time specified shall authorize the Administering Officer, without further procedures, to declare the office vacant and to require the cited officer to surrender all Chapter property.
d. Submission for Vote. Upon receipt of the cited officer’s answer, the Administering Officer shall publish the petition and answer to the Chapter for a vote on the matter. Along with the petition and answer, the Administering Officer shall publish the time, place, and purpose of the vote giving no less than seven (7) days notice.
3. VOTING. Upon receipt of the recall petition and answer, each Chapter member shall vote pursuant to the following procedures:
a. Voting shall take place at a Chapter meeting which members have been given proper notice of as prescribed in Section 1(d) of the Article or the vote may be done electronically via e-mail or using an online poll. If an online poll is used, it should be one that does not allow voting more than once.
b. If the voting takes place at a Chapter meeting, the petition and answer shall be read aloud to the membership before the vote is taken, except that this procedure may be waived if copies have been furnished to all members.
c. No proxy voting shall be permitted.
d. A two-thirds (2/3) affirmative vote of all members is required for the removal of the cited officer.
ARTICLE XI
BOARD OF DIRECTORS
1. POWER OF BOARD OF DIRECTORS. The Board of Directors shall have the control and general management of the affairs, property, and business of the Corporation. The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not
inconsistent with these Bylaws and the laws of the State of Nebraska.
2. ELECTION OF DIRECTORS.
The Board of Directors shall be self-perpetuating with each successor Board of Directors elected by the current Board of Directors at the Annual Meeting of Directors in accordance with these Bylaws. The initial Board of Directors shall be elected by the incorporator(s) of the Corporation and shall serve until a successor Board of Directors is elected by the current Board at the Annual Meeting of Directors.
3. NUMBER OF DIRECTORS.
The initial Board of Directors shall consist of three (3) persons. Thereafter, the number of directorships shall be fixed by action of the Board, but in no event shall the Board consist of less than three (3) persons unless a lesser number is permitted by the laws of the State of Nebraska.
4. QUALIFICATION OF DIRECTORS. Directors of the Corporation shall have the following qualifications:
a. Such person is at least twenty-one (21) years of age.
b. Such person supports the objectives of AO.
5. TERM OF OFFICE.
The term of office of each of the Directors shall be the later of one (1) year or until such person’s successor has been elected. Directors may be elected to serve additional consecutive terms.
6. RESIGNATION, REMOVAL, AND VACANCY. A Director may resign at any time by delivering written notice to the Board of Directors or to the President. A Director may be removed from the Board of Directors, with or without cause, by the affirmative vote of a majority of all the other Directors in office. If a vacancy occurs on the Board of Directors, the remaining members of the Board of Directors may fill the vacancy by the affirmative vote of a majority of the remaining Directors in office.
7. COMPENSATION.
Unless authorized by the Board of Directors, Directors shall receive no compensation in their capacity as directors, but may be reimbursed for reasonable allowance for expenses actually incurred in connection with their duties.
8. DUTIES OF DIRECTORS.
The duties of the Directors shall be as follows:
a. To attend the annual meeting of the Board of Directors and any other meetings which may be called pursuant to these Bylaws;
b. To advise the President on matters related to the objectives of the organization;
c. To have the control and general management of the affairs, property, and business of the Corporation;
d. To elect the Officers of the Corporation in accordance with these Bylaws; and
e. To perform such other duties as set forth in these Bylaws.
9. ANNUAL MEETING AND ELECTION OF DIRECTORS. The Board of Directors shall hold a meeting every year in the month of September for the purpose of electing the successor Board of Directors. Voting for the election of Directors shall be by written ballot. Each Director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the Board. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected to serve on the Board.
10. MEETINGS OF BOARD OF DIRECTORS. Regular or special meetings of the Board of Directors shall be held at such times as determined by the President or called at the request of a majority of the Board of Directors.
11. CONSENTS.
Whenever the vote of Directors is required to be taken at a meeting in connection with any corporate action, the meeting and the vote of Directors may be dispensed with if all the Directors who would have been entitled to vote upon the action, if such meeting were held, shall consent in writing to such corporate actions being taken.
12. QUORUM.
At any meeting of the Board of Directors, a majority of all the Directors in office shall constitute a quorum for the transaction of business.
13. VOTING.
At all meetings of the Board of directors, each Director is to have one vote. At all meetings of the Board of Directors, all questions, the determination of which is not specifically regulated by statute, shall be decided by the affirmative vote of a majority of all the Directors in office when the action is taken. (For example, if the Board of Directors consists of twelve (12) Directors, the affirmative vote of seven (7) Directors shall be required for the Board to approve any proposed action.) A Director’s vote may not be cast by proxy or power of attorney.
14. NOTICE OF MEETING.
Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Special meetings of the Board of Directors shall be preceded by at least three (3) days’ notice of the date, time, and place of the meeting. Written notice will be given for any regular or special meeting called in connection with the adoption, amendment, or repeal of any provision of the Bylaws or the Articles of Incorporation.
15. WAIVER OF NOTICE.
A Director may waive any notice required by the Act, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records. A Director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
16. VACANCY.
A vacancy on the Board occurring between Annual Meetings of the Board of Directors may be filled for the unexpired portion of the term by an individual elected by a majority of the remaining Directors, or the sole remaining Director if no other Directors remain.
17. COMMITTEES.
The Board of Directors may create one or more Member Committees in which case each committee shall have at least one
Director who shall supervise the activities of the Committee. The creation of the Member Committee and the appointment of Director(s) to it shall be approved by a majority of all the Directors in office when the action is taken. The Directors shall solicit volunteers for the Committees from the general membership. Each committee shall be overseen and supervised by the Director(s) in charge of such Committee and such Director(s) shall be responsible for reporting the activities of such Committees to the Board of Directors.
18. TELEPHONE MEETINGS.
A Director may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment enabling all Directors to simultaneously hear one another, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
19. NONLIABILITY OF
DIRECTORS. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
20. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS.
The Directors and Officers of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of this state.
ARTICLE XII
OFFICERS
1. DESIGNATION OF
OFFICERS. The officers of the Corporation shall consist of a President, a Vice President, a Treasurer, and a Secretary, and
such other officers as the Board of Directors may determine. The officers of the Corporation shall be elected by the Board of
Directors at the Annual Meeting of the Board of Directors. The officers shall be chosen from the current Board of Directors. Any two offices may be held by the same person to the extent permitted by law. All such officers shall serve subject to the
orders of the Board of Directors and shall serve solely at the Board’s discretion.
2. TERMS OF OFFICE.
The term of each elected officer shall be one (1) year commencing at the end of the Annual Meeting of the Board of Directors in which the election occurs. Officers may be elected to serve additional consecutive terms.
3. RESIGNATION AND REMOVAL OF OFFICERS. An officer may resign at any time by delivering notice to the Corporation. The Board of Directors may remove any officer at any time with or without cause by the affirmative vote of a majority of all the Directors in office when the action is taken.
4. COMPENSATION.
Compensation of Officers, if any, shall be set by the Board of Directors.
5. VACANCIES.
Vacancies in any office during a term shall be filled by the vote of a majority of the remaining Directors in office.
6. DUTIES OF OFFICERS.
The duties of the officers shall be as set forth in these Bylaws and otherwise as required by the Act.
a. The President shall appoint any special standing committees or representatives of the Corporation, as necessary or convenient for the carrying out of any regular or special activities of the Corporation. The President shall preside at all meetings of the Board of Directors. The President shall be present at the Annual Meeting of the members and shall report on the condition of the business of the Corporation. The President shall cause to be called regular and special meetings of the members and Board of Directors in accordance with these Bylaws. The President shall have general direction and management of the affairs of the Corporation. The President shall enforce these Bylaws and perform all the duties incident to the office of President.
b. Vice President. The duties of the Vice President shall consist of the following. The Vice President shall act as an aid to the President. During the absence and inability of the President to render and perform his or her duties or exercise his or her powers, as set forth in these Bylaws or under the Act, the same shall be performed and exercised by the Vice President; and when so acting, a Vice President shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon such President, and such other powers and duties as the Board of Directors shall from time to time delegate.
c. Secretary. The duties of the Secretary shall consist of the following: The Secretary shall be the custodian of the current records and business papers of the Corporation, except finance and historical documents. The Secretary shall keep a correct record of all meetings of the Board of Directors and all meetings of the members. The Secretary shall give and serve all notices required under these Bylaws and under the Act. The Secretary shall perform such other duties as may be delegated to the office of the Secretary.
d. The duties of the Treasurer shall consist of the following: The Treasurer shall receive all monies of the Corporation and shall keep an accurate record of all receipts and expenditures of the Corporation. The Treasurer shall have the care and custody of and be responsible for the funds of the Corporation and of the records and papers pertaining to its financial affairs. The Treasurer shall be
responsible for the collection of all monies due the Corporation and the disbursement of all legal obligation of the Corporation, and shall deposit all such funds in the name of the Corporation in such recognized bank or banks, trust company or trust companies, or
safe deposit vaults as the Board of Directors may designate, from which the Treasurer, the President or the Vice President, if the Treasurer is unable to act, may withdraw them as needed. The Treasurer shall exhibit at all reasonable times his or her books
and accounts to any officer or director of the Corporation upon reasonable notice and request. The Treasurer shall perform all other duties incident to the office of Treasurer as delegated by the Board of Directors. The Treasurer shall present a statement of account at every meeting (current to within 30 days of such meeting) of the Board of Directors and shall make a full report at the Annual Meeting of the Board of Directors.
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ARTICLE XIII
RECORDS OF MEETINGS
There shall be a written agenda for each meeting, and minutes of each meeting shall be prepared. Minutes of a meeting shall reflect the identity of those Directors in attendance at the meeting and, after approval, shall be dated and signed by the Secretary or his or her designee.
ARTICLE XIV
PARLIAMENTARY AUTHORITY
The rules contained in Robert’s “Rules of Order, Revised” shall govern the Board of Directors in all cases wherein they do not conflict with these Bylaws.
ARTICLE XV
FINANCE AND PROPERTY
1. FISCAL YEAR.
The fiscal year of the Corporation shall be determined by the Board of Directors.
2. AUDIT.
The accounts of the Corporation may be duly audited by a certified public accountant from time to time as determined by the Board of Directors.
3. APPROVED SIGNATURES.
All checks, drafts, and other orders for the payment of money shall be signed by the Treasurer or the President, if the Treasurer is unable to act, or the Vice President, if the President is unable to act.
4. CONTRIBUTION GIFTS AND
BEQUESTS. Contributions, gifts, and bequests may be accepted by the Corporation in accordance with its policies and shall be subject to the approval of the Board of Directors. Unless otherwise designated by the donor or otherwise prescribed by statute or law, such gifts, bequests, or contributions shall be utilized for the purposes of the Corporation at the discretion of the Board of Directors.
ARTICLE XVI
TRADEMARKS
1. TRADEMARK GENERAL
RULE. The design or representation of the name AMERICAN OUTLAWS, the Seal, the Logo, or any other trademark of the Corporation shall not be created, manufactured, used, or offered for sale by any person, company, or entity except as authorized by the President or his designee.
2. APPROVAL PROCESS
a. Corporate
Insignia. As used in this subsection, the defined term “Corporation’s Insignia” shall mean the name AMERICAN OUTLAWS, the Seal, the Logo, or any other trademark of the Corporation.
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b. Use.
As used in this subsection, when applied to the Corporation’s Insignia, the word “use” shall mean commercial reproduction for profit,
reproduction not for profit, or any other use of the Corporation’s Insignia.
c. Authorization.
Only the President or the Vice President may authorize the use of the Corporation’s Insignia.
d. Restrictions.
The President and the Vice President shall not approve the use of the Corporation’s Insignia in any manner, text, or art design that
casts the Corporation in a negative light or that is otherwise contrary to the ideals of the Corporation, specifically including, but not limited to, any use of any materials considered to be sexist or demeaning or insulting to women, minorities, or other persons.
e. Authorized
Vendors. Anyone wishing to acquire merchandise bearing any of the Corporation’s Insignia shall obtain those items only from
vendors that are authorized by the Board of Directors to produce or market AO merchandise.
f. Chapter
Merchandise. Active Chapters may utilize previously unlicensed commercial firms to produce material utilizing the Corporation’s
Insignia for their own Chapter’s needs from time to time so long as such material is approved in advance and in a manner as indicated by the President or Vice President. Approval shall require a submission of any text or art design along with
a product description and the name of the proposed marketing entity, allowing the President and the Vice President to monitor the use of the Corporation’s Insignia and the quality of such goods used in association with the Corporation’s Insignia.
ARTICLE XVII
IRC 501(C)(7) TAX EXEMPTION PROVISIONS
1. PROHIBITION AGAINST
PRIVATE INUREMENT. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the
Corporation.
2. DISTRIBUTION OF
ASSETS. Upon the dissolution of the Corporation, its assets remaining after payment, or provision for payment, of all debts
and liabilities of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(7) of
the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
ARTICLE XVIII
AMENDMENTS
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1. BYLAWS.
These Bylaws may be amended at any Board of Directors meeting by the affirmative vote of a majority of all the Directors in office
when the action is taken providing notice of the proposed amendment shall have been given at least ten (10) days prior to the vote of
the amendment.
2. ARTICLES OF
INCORPORATION. The Articles of Incorporation may be amended at any Board of Directors meeting by the affirmative vote of a
majority of all the Directors in office when the action is taken providing notice of the proposed amendment shall have been given at least ten (10) days prior to the vote on the amendment.
ARTICLE XIX
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of the Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid
for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of the Corporation filed with an office of this state and used to establish the legal existence of the Corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
