BYLAWS of Central Maryland Ultimate Association
The name of this organization shall be the Central Maryland Ultimate Association (“CMUA”).
The mission of CMUA is to promote the growth and development of the sport of ultimate in the Baltimore metropolitan area by offering mixed, open, and women’s recreation leagues and tournaments, and by supporting local teams at the youth, college, and club levels.
The CMUA principal office shall be at such a place as is designated by the CMUA Board of Directors. CMUA may operate without a principal office.
Section 1. Summary Descriptions
(a) The Board of Directors is the governing body of CMUA. Directors are elected annually. Duties of the Directors and election procedures are described in Article V.
(b) Officers of the Board will be the President, Vice-President, Secretary, and Treasurer. Duties of the Officers are described in Article V, Section 6. Other Directors will be considered At-Large members.
(c) The Executive Team shall consist of the four Officers. Operation and duties of the Executive Team are described in Article V, Section 8(c)(i).
Board of Directors
Section 1. General Powers. The property, business, and affairs of CMUA shall be managed by the Board of Directors. The Board of Directors shall elect Officers and perform the duties set forth in these Bylaws.
Section 2. Number and Authority.
(a) The Board of Directors shall consist of no fewer than seven nor more than nine Directors. The precise number of Directors shall be designated at any point by affirmative vote of a majority of the Directors. Provided, however, any reduction in the number of Directors shall take effect only at the expiration of the term of the Directors whose offices are to be eliminated or upon their earlier resignation.
(b) No more than two-thirds of the maximum number of Directors shall be of a single gender.
Section 3. Election, Term, and Requirements
(a) Each Director shall be elected by the Members of CMUA in accordance with Section 4 of Article IV and shall hold office for a term of three years, or until his or her earlier resignation, removal from office, or death.
(b) Whenever the Board of Directors shall increase or decrease the number of Directors, such increase or decrease shall be arranged so that, as nearly as possible, the terms of office of one–third of the Directors shall expire each year thereafter.
(c) Directors may serve for an unlimited number of terms.
(d) Directors shall have attained the age of 18 years at the time of election.
(e) Directors shall be Members of CMUA at the time of election. Membership is defined in Article VI, Section 1.
(f) Each Director shall hold at least one leadership position within CMUA. Leadership positions include Officers as described in Section 6 of this Article or Team Coordinators as described in Section 8 of this Article.
(g) Directors who are not Officers are considered to be At-Large members.
(h) No Director may simultaneously hold more than one Officer position on the Board of Directors.
(i) Directors may resign by providing written notice at least 15 calendar days prior to the effective resignation date to all members of the Executive Team. Any member of the Executive Team may provide written acknowledgment of the resignation in order to make the resignation effective as of the date of written acknowledgment.
Section 4. Nomination and Election Procedures
(a) Directors shall be elected by the members of CMUA and shall take office on June 1 of the election year to serve for three years or until their resignation, removal, death, or their successor assumes office.
(b) Each year on March 1, the Secretary of the Board of Directors shall invite the members of CMUA to submit in writing the names of persons they propose for consideration for any Director whose term is set to expire or any vacancy pursuant to Section 5 of Article IV. Nominations by the members of CMUA may be made for general membership on the Board of Directors.
(c) Any member of CMUA may nominate him or herself or another Member of CMUA to the Board of Directors. The deadline for submitting a nomination to the Secretary of the Board of Directors is April 1.
(d) The Board of Directors shall consider all nominations submitted by the Members of CMUA. A nomination will be accepted as a candidate for election unless a motion to oppose is brought during the April meeting of the Board of Directors. Nominees will not be barred from consideration based on race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status, citizenship, genetic information, or any other characteristic protected by law. If a motion to oppose is made, the Board of Directors will vote on whether the nominee will be accepted or rejected as candidate. The nominee will be rejected only if at least two-thirds of the Board of Directors votes to reject the nominee. The Secretary shall submit the slate of candidates to the Members of CMUA by May 1.
(e) Members of CMUA will vote to elect three Directors from the slate of candidates. Each Member will be allowed to vote once for each of up to three candidates. The voting mechanism will be determined by the Board of Directors and published on the CMUA website. Votes must be cast by May 15.
(f) The three candidates with the most votes will be considered to be elected to the Board of Directors unless the gender ratio of the Board would violate Section 2(b) of this Article. In that instance, each candidate of the minority gender with the most votes will instead be considered elected until the Board meets the gender ratio required by Section 2(b) of this Article. Remaining candidates of either gender with the most votes would then be considered to be elected to the Board of Directors for the remaining vacant positions.
(g) The Secretary will review the voting results and publish the names of the candidates and their vote totals by May 22 on the CMUA website.
Section 5. Vacancies.
(a) Any vacancy occurring on the Board of Directors, including a vacancy created by an increase in the number of Directors, may be filled by a special election carried out in accordance with the procedures set forth in Section 4 of Article IV. A Director elected to fill the vacancy shall complete the unexpired term of his or her predecessor.
(b) If a vacancy occurs with over 12 months remaining in the director’s unexpired term in the ten-month period beginning May 1 and ending March 1 the President may appoint an interim Director until a special election can be carried out. Interim Directors may serve until the results of the special election are determined.
(c) If there are 12 months or less remaining of the vacant Director’s unexpired term, or the special election is to occur when there is 15 months or less remaining of the vacant Director’s unexpired term, the Board of Directors may appoint an interim Director to complete the unexpired term of his or her predecessor with a simple majority vote of the Directors without requiring a special election.
(d) At any point immediately after a vacancy, The Board of Directors may elect to forgo a Special Election with a simple majority vote and appoint a new Director to complete the unexpired term of his or her predecessor. An announcement shall be made via the website and newsletter that advises the constituents at large that the Board is looking to fill an unexpected vacancy. Any constituents that wish to be considered for the vacancy will have 2 weeks to submit their name in writing and/or email. The vacancy will then be filled by the Board of Directors with a simple majority vote for a candidate for that vacancy.
Section 6. Officers and Duties. Officers of the Board of Directors shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties from time to time conferred by the Board of Directors.
(a) President. The President shall be responsible for general and active management of the business and affairs of CMUA. The President shall monitor the Directors and plan an agenda for all Board of Directors meetings. The President shall preside over all meetings. The President shall have the authority, with or without attestation, to execute any agreement or other instrument binding upon CMUA. The President shall serve as the Coordinator of the Executive Team and, if the President is absent, the President shall designate another member of the Executive Team to serve as Coordinator.
(b) Vice-President. If the President is absent from a meeting of the Board of Directors, the Vice-President shall preside over the meeting. If both the President and the Vice President are absent, the Vice-President shall designate another member of the Executive Committee to preside over the meeting. If the position of President is vacant, the Vice-President shall serve in the capacity of President until a new President is selected.
(c) Secretary. The Secretary, in consultation with the President, shall provide each Director with an agenda for all Board of Directors meetings. The Secretary shall take minutes of meetings, maintain a phone and address list for Directors and Team members, maintain a calendar of events, provide the President with quarterly calendars, and maintain a “CMUA Binder” containing pertinent data, including Bylaws, phone lists, calendars, etc. The Secretary shall maintain an updated list of Director attendance at Board of Directors meetings and publish it on the private Board of Directors forum at cmuadisc.org as soon as practicable.
(d) Treasurer. The Treasurer shall prepare an annual budget for CMUA, which shall include a detailed budget for the upcoming fiscal year and a summary budget for the upcoming three years. The Treasurer shall keep records of all purchases and prepare budgets and statements of revenues and expenses.
(e) Rec Council Liaison. The Rec Council Liaison shall attend all monthly meetings for the Catonsville Recreation and Parks Council, the Baltimore Highlands Recreation and Parks Council, and any forthcoming council the organization joins. In the event the Liaison cannot attend a meeting, they shall appoint another member of the Board to attend in their stead. The Rec Council Liaison will work with the Treasurer to submit a budget (where applicable) to each council to acquire field space. The Rec Council Liaison shall provide a listing of all available field spaces in each council at least one month in advance. The Rec Council Liaison will also be the point of contact with area club teams and affinity groups that request field access, for Frisbee purposes, located in a council the Organization is a standing member of.
Section 7. Attendance. Attendance by Directors at regularly scheduled meetings of the Board of Directors is required. Any Officer who shall miss three consecutive regular meetings shall be automatically removed as a Director. Provided, however, the Board of Directors, by consent of three-fourths of the Directors, may waive automatic removal as provided by this Section.
Section 8. Committees [or Teams]
(a) The Board of Directors may establish one or more committees, hereafter referred to as teams, which may include one or more Directors or one or more Members of CMUA. Any such team shall provide recommendations for action to be approved by the Board of Directors. The designation and appointment of any such team and the delegation of authority thereto shall not operate to relieve the Board of Directors or any Officer of any responsibility imposed by law or these Bylaws.
(b) Except as otherwise provided in these Bylaws, the President shall appoint members of teams. Except as otherwise provided in these Bylaws, upon approval of the members of a team the President shall designate one such member the Team Coordinator. The Team Coordinator shall bear primary responsibility for reporting on activities of the team to the Board of Directors. The Board of Directors, by majority vote, may override the appointment of any candidate to a team or to serve as a Team Coordinator.
(c) The following permanent teams are hereby established and shall be referred to as the Core Teams:
- The Executive Team. CMUA shall have an Executive Team consisting of the President, the Vice-President, the Treasurer, and the Secretary. The Executive Team shall have the power to act on any matter not requiring approval by the full Board of Directors and such other powers and duties provided for in these Bylaws. The Coordinator of the Executive Team shall be the President of the Board of Directors.
- The Website Team. The Website team shall fulfill the technological needs of CMUA. This team is responsible for maintaining the website. This includes ensuring that the website is accessible to the general public, ensuring that the current features work as intended, that the content is current, and that personal information on the CMUA website is kept secure. The Website team is also responsible for developing features to meet requirements specified by the Board of Directors and approved of by the the Website team. At least one member of the Board of Directors shall be on the Website team.
iii. The Outreach Team The Outreach Team shall be responsible for communicating CMUA activities with the CMUA membership as well as maintaining the CMUA presence on social media. The Outreach team will receive, report on, and respond to feedback from the CMUA community. At least one member of the Board of Directors shall be on the Outreach Team.
- The Field Team. The Field Team shall be responsible for maintaining permits and access to indoor and outdoor field space, and for coordinating the use of the field space for CMUA activities and external organizations. At least one member of the Board of Directors shall be on the Field Team.
- The Women’s Involvement Team. The Women’s Involvement Team team shall be responsible for increasing the involvement of women in CMUA leagues and events. This team will come up with and implement plans for increasing the number of new women joining CMUA and increasing the retention of women who have played in CMUA leagues. This team will also focus on ensuring that women are treated equally in all CMUA leagues and events. This team shall be responsible for coordinating and promoting women’s ultimate events. At least one member of the Board of Directors shall be on the Women’s Involvement team.
- The Youth Team. The Youth Team shall be responsible for coordinating and promoting youth ultimate events. This may include acting as a liaison to outside organizations that are sponsoring or offering youth events. At least one member of the Board of Directors shall be on the Youth Team.
vii. The Health and Safety Team. The Health and Safety Team shall be responsible for promoting a health and safety culture within CMUA and its membership, including maintaining relevant written CMUA policies. At least one member of the Board of Directors shall be on the Health and Safety Team.
viii. The League Team. The League Team shall be responsible for coordinating the various leagues run by the CMUA throughout the year. Committee members are made up of commissioners and coordinators.
(d) Nothing in subsection (c) is intended to limit the power of the President or the Board of Directors to form other teams.
Section 9. Removal.
At any meeting of the Board of Directors, for which notice of such purpose has been given, any Director may be removed from the Board of Directors by a two-thirds majority vote of the Directors then present. Provided, however, the Director subject to the removal shall not be entitled to vote for or against his or her own removal. Directors may be excused or precluded from voting if there is a conflict of interest (family, significant other, etc). Any director may raise a concern and put it to a vote.
Section 10. Meetings; Decision Making; Quorum.
(a) The Board of Directors may hold meetings, both regular and special, either electronically or in person within the State of Maryland.
(b) The Board of Directors shall hold regular meetings at least four times a year at such time and place and in such manner as may be determined by the Executive Team. The Secretary shall be responsible for publishing notice of such meetings. The purpose of a regular meeting need not be stated. Special Meetings may be called by the President or by any three Directors. Written notice of the time and place of all such meetings shall be provided by personal e-mail to each Director at least seven calendar days before such meeting is held. The purpose of any Special Meeting shall be provided in the notice to the Directors.
(c) One of the regularly scheduled meetings will be held in April to ensure that there is a meeting before the elections. At this meeting, the Board Member candidates will be reviewed.
(d) There will be a Town Hall Meeting once a year that is a special meeting that is open to all members of CMUA. The board members will publish notice of this meeting at least one month in advance. The board members will provide an agenda. The purpose of this meeting is to allow the CMUA community to provide feedback.
(e) Quorum. At all meetings of the Board of Directors, the presence of a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any such meeting shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or these Bylaws. Further, no more than two-thirds of the Directors present shall be of one gender as prescribed in Article V Section 2 Subsection (b) of this document. Provided, however, at least one Director serving on the Executive Team shall be present at all regular and special meetings to satisfy the quorum requirement. A Director not present at a meeting may, upon written notice in advance of the meeting, give his or her electoral proxy to any other Director.
Section 11. Compensation and Expenses.
(a) Except as otherwise provided for in this Section, Directors shall receive no compensation for their services, but may be reimbursed for their out-of-pocket expenses incurred in carrying out CMUA business and affairs.
(b) Directors shall be exempt from paying dues for any recurring Ultimate seasonal leagues commencing during the course of such Director’s term.
(c) Nothing in this Section is intended to limit the power of the Board of Directors to exempt certain Members of CMUA from paying dues in circumstances the Board of Directors deems appropriate.
Section 12. Action by Written Consent. Any action required to be or which may be taken by the Board of Directors or any Team of the Board of Directors may be taken without a meeting if the required number of Directors consent to such action in a writing setting forth the action so taken, and the writing is filed with the minutes of the proceedings of Board of Directors. Such consent shall have the same force and effect as a vote taken at a meeting.
Section 13. Conference Telephone Meeting. Directors may participate in Board of Directors meetings by means of conference telephone or similar communications equipment whereby all persons participating in the meeting simultaneously can hear each other. Participation in the meeting by such means shall constitute presence in person at the meeting.
Section 14. Means of Communication, Publication, Providing Notice. Except as otherwise provided by law or these Bylaws, a Director may fulfill his or her duties of publication, notice, or any other duty to communicate with the Members of CMUA or the Directors by personal e-mail, by posting the information on the CMUA website, or by any other means reasonably calculated to put the Members of CMUA or the Directors on notice of the proposed action.
Section 1. Members. As of any given date, a Member of CMUA is any person who has paid for and participated in a CMUA organized league during the current fiscal year. The Board of Directors shall be responsible for maintaining the CMUA current membership list. Each Director is a Member of CMUA during his or her term of Office.
Section 2. Benefits. Members are entitled to nominate and elect candidates for a position on the Board of Directors in accordance with Article IV. Members are elligable to attend events open to CMUA members.
Section 3. Payment of Dues and Fees. The Board of Directors may require the payment by Members of dues and fees at such reasonable levels and amounts as the Board of Directors may determine as a requisite to participation in CMUA-sponsored leagues, events and activities. The Board of Directors may bar any person from participating in a CMUA-sponsored league, event or party if such person is not current in dues or fees.
Section 4. Expulsion, Suspension or Termination of Members.
(a) Any Member of CMUA may be expelled, suspended or terminated as a Member of the CMUA by the Board of Directors upon its own motion or upon the receipt of a written complaint signed by another Member of CMUA and removal thereafter by majority vote of the Board of Directors. No Member may be so expelled, suspended or terminated unless he or she has been given written notice of the Board of Directors meeting for which the complaint will be reviewed and a meaningful opportunity to be heard. Such notice shall include the reason(s) for such proposed expulsion, suspension or termination and be provided at least seven calendar days in advance of the Board of Directors meeting at which such action is to be considered. Such notice shall be provided by the Secretary of the Board of Directors. Any expulsion, suspension or termination shall become effective five days after the meeting at which such action is taken.
(b) Penalties in Section 4(a) above are hereby defined: Suspension removes the Member from CMUA for a pre-determined amount of time after which the Member is automatically reinstated pending payment of dues, if necessary; Termination removes the Member from CMUA permanently, but allows the Member to apply for reinstatement; Expulsion removes the Member from CMUA permanently with no option for reinstatement.
(c) Terminated members may apply for reinstatement in writing to the Board of Directors. Applications for reinstatement may be submitted only once per calendar year and must be submitted at least 30 days prior to the next Board of Directors meeting. The Board of Directors shall consider such applications at its next meeting and provide notice of the review to the Terminated member at least seven calendar days prior to the meeting when the application will be reviewed.
ARTICLE VII – [Reserved]
Fiscal Year and Finances
Section 1. Fiscal Year. CMUA’s fiscal year shall begin on
January 1 July 1 of each year and shall end on the following December 31 June 30.
Section 2. Budget. During November and December of each fiscal year the Treasurer, in consultation with the Board of Directors, shall prepare a budget for the upcoming fiscal year. The Treasurer shall present the budget at the subsequent Board of Directors meeting for approval.
Section 3. Payment of Costs and Expenses. The Treasurer shall have the authority to pay, without Board of Directors or Executive Committee approval, any cost or expense of the CMUA that is within the budget approved by the Board of Directors for the then-current fiscal year and any non-budgeted cost or expense not exceeding $100. The Treasurer shall have the authority, with approval of the Executive Committee, to pay any non-budgeted cost or expense not exceeding $250. The payment of any non-budgeted cost or expense exceeding $250 shall require approval of the Board of Directors. In connection with any payment, the Treasurer may require such documentation as he or she deems necessary in order to substantiate the cost or expense for which such payment is to be made.
ARTICLE IX – [Reserved]
ARTICLE X – [Reserved]
These Bylaws may be amended, altered or repealed, in whole or in part, at any regular or special meeting of the Board of Directors upon a majority vote of the Board of Directors.
ARTICLE XII – [Reserved]