Section 1. Name:

A. The name of the corporation shall be the "All Irondequoit Sports Association," hereinafter referred to as "the association."

Section 2. Purpose:

A. The purpose of the Association shall be:

1. To promote the provision of quality athletic fields and facilities for the use of all boys and girls under eighteen years of age who reside in or attend school in the Town of Irondequoit, New York.

2. To provide training and instruction in sports of all kinds to such individuals, to develop, promote and regulate athletic competition for those individuals, and to thus promote the mental, social and physical welfare of the young men and women, boy and girls of the Town of Irondequoit, New York: and,

3. By doing so to help promote the development of the future leadership and to prevent juvenile delinquency in the Town.

Section 1. Membership:

A. There shall be dates provided for the annual registration for participation in programs provided by the Association. The membership of the Association shall consist of those persons who are (1) interested in the purposes of the Association and who are duly registered as a parent or guardian of at least one child who is actively participating in an association program, or (2) volunteers who are coaching, managing or providing other recognized service to the association. A "Member of the Association" (Member) shall be deemed as "duly registered" for that period up to and including the last date provided for the next succeeding annual registration. B. No person may be denied membership because of sex, color, creed or political affiliation.

Section 1. Board of Directors:

A. The general management of the affairs of the Association shall be vested in the Board of Directors who shall be elected as provided in the By-Laws.

Section 2. Number of Directors and Terms of Office:

A. The Board of Directors shall consist of not less than seven (7) nor more than nineteen (19) members. The number of Directors ("Board Members") shall be determined from time to time by amendment according to Article IX of the By-Laws.

B. At each Annual Meeting of the Association, the then existing members of the Board of Directors who are present in attendance shall continue in office as Directors and shall further elect a sufficient number of nominated individuals to constitute a minimum number prescribed to hold office until the next Annual Meeting. Any election or appointment of any new Director shall be made final and effective only after nomination for office and after such nominee has (1) demonstrated both the ability and willingness to promote the purposes of the Association, and (2) attended three meetings of the Board of Directors. Nominations for Directors may also be made from the floor by any member at the Annual Meeting of the Association.

C. Each member of the board shall have one vote.

D. No two members of a household shall be members of the board at the same time.

E. Each director must attend at least ten (10) meetings per year. IF any such Director fails to attend at least two (2) consecutive meetings, the secretary will then be required to notify that Director that unless he or she shows good cause or reason why such meetings were missed, a vote will be taken at the next regularly scheduled meeting to determine whether that Director will be dropped from the Board. Such Director may continue to be a Member of the Association even though he is not a member of the Board of Directors.

F. If a Board Member cannot attend a meeting, it is his or her responsibility in advance to so notify the President or another Board Member who will attend the meeting.

Section 3. Resignation of Directors:

A. Any Director of the Association may resign at any given time by giving written notice to the President, or the Secretary. Such resignation shall take effect at the time specified therein, or, if no time is specified, then on delivery.

B. Any Director of the Association may be removed for cause by vote of the Board of Directors, provided there is a Quorum of not less than a majority of the entire Board of Directors present at the Meeting of Directors at which such action is taken.

Section 4. Quorum:

A. A majority of the entire Board of Directors shall constitute a Quorum for the transaction of business.

Section 5. Compensation:

A. The Board of Directors shall receive no compensation for their services, but shall be reimbursed for the expenses reasonably incurred by them in the performance of

Section 1. Number of Officers:

A. The Officers of the Association shall be President, Vice-President, Secretary and Treasurer.

B. No individual nor any two (2) members of a household may serve more than one of these offices at the same time.

Section 2. Terms of Office:

A. Those officers specifically mentioned in Section 1 of this Article shall be elected by the Board of Directors at the first meeting following the Annual Meeting. The term shall extend as follows:

Office Term President Three (3) years Vice-President Two (2) years Secretary Two (2) years Treasurer Three (3) years

Section 3. Removal of Officers:

A. Any Officer may be removed by a majority of all current Board Members with cause at any time.

Section 4. Resignation:

A. Any Officer may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary. Any such resignation shall take effect at the time acceptance thereof by the Board.

Section 5. President:

A. The president shall preside at all meetings of the Board of Directors. The President shall act as the chief executive officer of the Association, and may at times perform his or her duties, which shall be to supervise generally the management of the affairs of the Association subject only to the supervision of the Board. The President shall also perform such other duties s may be assigned from time to time by the Board. The President shall be an ex officio member of all committees.

Section 6. Vice-President

A. In the absence or inability to act of the President, or if the Office of President is vacant, then the Vice-President shall perform the duties and exercise the powers of the President, subject to the right of the Board from time to time to extend or confine such powers and duties or to assign them to others. The Vice-President shall have such other powers and shall perform such duties as may be assigned by the Board of Directors or the President.

Section 7. Secretary

A. It shall be the duty of the Secretary to act as Secretary at all meetings of the Board of Directors, and to keep the minutes of all such meetings at which he or she shall so act in a proper book or books to be provided for that purpose; shall see that all notices required to be given are duly given and served; shall prepare or cause to be prepared, for use at meetings of all the members the list or record of members referred to in Article II of these By-Laws and shall certify such list; shall keep a current list of the Association's Director's and Officer's and their resident addresses and telephone numbers. The secretary shall have custody of the minutes book containing the minutes of all meetings of Directors, members, and any other communities which may keep minutes, and of all other contracts and documents which are not in the custody of the Treasurer, or in custody of some other person authorized by the Board of Directors to have such custody.

Section 8. Treasurer:

A. The treasurer shall keep and maintain the books of account and shall have custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of and to the credit of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; shall submit to the Board at each regular meeting a statement showing receipts and expenditures, and any monies on hand from the date of the last meeting. At the Annual Meeting a complete accounting for the year must be submitted for approval and acceptance by the Board. The Treasurer shall also perform all other duties as from time to time may be assigned by the Board of Directors. At the end of the year Association books may be audited by an outside agency.

B. All expenditures shall be authorized by the Board of Directors prior

Section 1. Meetings:

A. There will be eleven regularly scheduled meetings of the Board of Directors, with dates to be specified at the first yearly meeting, inclusive of the Annual Meeting of the Association. There shall be an Annual Meeting of the Association conducted in October each year. Each Board Member shall receive a current copy of meetings. Additional meetings may be called by the President from time to time upon reasonable notice to all Members of the Board.

B. All meetings shall be open to the public. A ten minute period before the meeting will be allocated for the public input.

C. Meetings shall be held within the Town of Irondequoit in a place to be announced.

Section 2. Schedule of Meetings:

A. Each Member of the organization shall receive a notice of the Board Meetings, including notice of the Annual Meeting, for the year when the league players receive their schedules. If the Association has more than 500 members, notice of the Annual Meeting shall be publicized at least once in a local newspaper of general circulation, which may include any such newspaper as may be designated for Legal Notices by the Town of Irondequoit.

Section 1. Quorum:

A. At meetings of the Board of Directors a Quorum will be a majority of the entire Board of Directors.

Section 2. Provision for a Special Meeting of the Members:

A. In the event that a Quorum cannot be reached for any two (2) consecutive regularly scheduled meetings then, in his or her discretion and in furtherance of the best interests of the Association, the President may call a Special Meeting of the Members of the Association for the purpose of electing a sufficient number of nominated individuals to constitute a minimum number of Directors prescribed to hold office until the next Annual Meeting. At such Special Meeting, Directors who have duly attended Board meetings in accordance with Article III shall remain as Directors. Nominations for additional Directors may be made from the floor by a Member, and selection of new Directors shall be conducted by a majority vote of the Members then present at such Special Meeting. Any Member shall be eligible to be so nominated. Notwithstanding the provisions of Article III, Section 2, supra, the selection of any new Director at such Special Meeting shall be final and effective immediately upon his or her written acceptance of such selection, which acceptance shall include agreement to abide by the By-Laws as enacted herein. The newly elected Board of Directors shall then so act until the next Annual Meeting.

Section 1. Nominating:

A. Nominations by a Director for new Board Members may be accepted at any scheduled meeting of the Board of Directors while vacancies exist. Appointment of new Directors may be made to fill vacancies by a majority of a Quorum of the Board.

B. Except as provided in Article VI, Section 2, supra, nominations may be made from the floor by a Member only at the Annual Meeting of the Association, and selection of new Directors shall be conducted at the Annual Meeting by a majority vote of a Quorum of the Board of Directors.

Section 2. Committees:

A. Committees shall be appointed from time to time to help further the needs of the Board.

Section 1. Solicitation:

A. The Board of Directors is responsible for soliciting team sponsorships. Team sponsorships are at the discretion of the Board of Directors based on the best interest of the Association.

Section 2. Eligibility:

A. Team sponsorships are open to, but not limited to the members of the Association.

B. No team may be sponsored by an entity whose primary business is the sale and/or distribution of alcohol, tobacco, firearms and allied products.

C. No team sponsorship nay refer to alcohol, tobacco, firearms and/or allied products.

Section 3. Fees:

A. Fees for team sponsorship will be set by the Board of Directors. Services rendered by a sponsor may be considered in lieu of the fees.

Section 1. Amendments:

A. These By-Laws may be amended only by a two-thirds vote of the Members present at a regular or special meeting of the Association. A copy of these By-Laws shall be given to the Irondequoit Town Clerk's Office for preservation. Also, copies will be made available at all Irondequoit Library branches. The By-Laws are also available at the leagues Web site.

[As amended 12/9/99}