Junior Volleyball Association Bylaws

A Non-Profit Corporation

Article I

Name and Principal Office

1.01 Name. The name of this organization shall be the Junior Volleyball Association, and may also be known as the JVA.

1.02 Principal Office. The principal office for the transaction of business of the organization is hereby fixed at 2365 Harrodsburg Rd, Suite A325, Lexington, KY 40504. The Board of Directors is hereby granted full authority to change the principal office from one location to another.

Article II

Mission and Purpose

Mission. The mission of the Junior Volleyball Association is to promote the growth of youth and junior volleyball through program and resource development, education and events.

2.01 Guiding Principles.
A. Member Driven
JVA exists to serve our members and respond to member needs.
B. Player Welfare
JVA will consider the athletes' health, welfare and interests as a top priority in all decisions
C. Affordability and Financial Responsibility
JVA will strive to make volleyball affordable and accessible for all members while maintaining financial responsibility.
D. Transparency
JVA will maintain transparency in all areas by sharing operational and financial information.
E. Best Practices
JVA is committed to developing and sharing best practices across member clubs while assisting its membership with growth and development goals.

2.01 Guiding Principles.

  1. Member Driven
    • Item 1
    • Item 2
  2. Player Welfare
  3. Affordability and Financial Responsibility
  4. Transparency
  5. Best Practices

Article III

Membership

3.01 Categories. There shall be two active categories of membership within a club entity.
A. The Club Director membership shall consist of an authorized representative of the single club/entity (a director, coach, official, and/or designated representative) who are actively engaged in running the membership organization, club or volleyball program. Each club director member shall have the privilege of voting.
Not more than one Club Director Member shall exist for each club/entity.
B. Associate membership shall consist of volleyball enthusiasts, member coaches, trainers, administrators of a recognized volleyball entity or any other interested individuals who are part of the designated Club Director's programs. Associate members may not vote in the JVA elections, but may serve on the Board of Directors or on JVA committees.

3.02 Admission to Membership. Application for membership shall be made to the JVA Executive Committee. Applicants shall furnish credential information sufficient to determine the membership to which they are entitled. Applications shall be accompanied by applicable membership dues. If submitting their application online, the applicant must designate that they have read and agreed to the JVA Mission and Purpose. Within 30 days after receipt of the application, the Executive Committee shall inform the candidates for membership that the application has been approved or disapproved, and, if approved, to which class of membership they will be admitted. Disputes arising over membership issues shall be resolved by the Board of Directors.

3.03 Dues. The dues for Regular, Associate and Patron members shall be determined by the Board of Directors. Life members and Honorary members shall be exempt from the payment of dues.

3.04 Membership Meetings.
A. Annual Meeting. The annual membership meeting of the association shall be held each year at the time of the Annual Convention, which shall be held in conjunction with the AVCA Annual Convention. A simple majority vote of those voting members present at the annual membership meeting shall be sufficient to transact all business.
B. Other Meetings. Special and other meetings of the membership may be called by the Board of Directors upon reasonable notice or by request of at least 25% of the voting membership.

3.05 Code of Ethics and Conduct, Membership Misconduct and Grievance Procedures. Membership in the JVA is a privilege granted by the JVA. Where the conduct of an individual or organization is determined to be inconsistent with the JVA's Purpose and Mission, as adopted by the Board of Directors and approved by a majority of voting membership, or the best interest of the sport of volleyball and of the individuals and organizations the JVA serves, that membership may be suspended or terminated by the Board of Directors. The Board of Directors shall follow the Mission and Guiding Principles.

3.06 Membership list. The Secretary shall maintain the membership list and ensure that each member is notified about any voting or attendance event. Notice is defined by electronic, telephonic, fax, mail or any other standard business practice.

3.07 Membership transfer. The Club Director membership is transferable to a new representative within the same club in the event of sale/change/resignation in administration within a member organization.

Article IV

Board of Directors

4.01 Composition. The business and affairs of the JVA shall be governed by the Board of Directors (hereinafter, "the Board"). The Board shall consist of 7 elected members and 2 appointed members and one non voting Past President if applicable.
A. Elected Members. Seven Board members shall be elected from the general membership in a prescribed general election. After the board is elected, one person shall be elected by the Board members for each of the following two positions unless there is an existing President-Elect who will automatically assume the position of Board President:
B. Appointed Members. Two (2) members shall be appointed by the Board of Directors.
1. At-Large representative that shall represent clubs with 10 or less teams. This representative shall be appointed by the Board of Directors and shall be a voting member.
2. At-Large representative that shall represent clubs with over 10 teams. This representative shall be appointed by the Board of Directors and shall be a voting member.
C. President elected by the Board;
1. President-Elect elected by the Board (succeeds the President as Board President);
2. The positions of Treasurer, and Secretary shall be filled from the remaining 8 members of the Board by Board vote.

4.02 Eligibility. To be eligible for election or appointment to the Board, candidates shall be at least 21 years old and shall be active and financially current members in good standing on the date of election or appointment and through their terms on the Board. All current members have the right to seek election as an Officer or Director of the organization if they are active members at the time of the election.

4.03 Powers. The Board of Directors shall have the following powers:
A. Establish policies of the organization including fiscal policy.
B. Appoint the At-Large representatives to the Board.
C. Recommend voting issues to the general membership.
D. Election of Board President
E. Recommend Patron or Life Memberships to the general membership
F. Negotiate on behalf of the JVA on issues to present to the general membership for a vote.
G. Sign and commit the organization to service contracts, leases and other legal agreements.

4.04 Terms of Office. The Initial Board President shall serve for a one year term, the President Elect and the Secretary shall serve for a two-year term. The next three (3) highest vote getters shall serve for three-year terms, and may be reelected or reappointed for additional three-year terms, and the final two (2) vote getters shall serve for two-year terms and my be reelected or reappointed for additional three year terms. All future Directors shall be elected to three year terms following the original Board terms. Appointed Directors shall serve terms as follows: At-Large over 10 teams-three years; At-Large 10 or less teams-two years. All At-Large appointees shall serve three year terms beginning with the expiration of the original appointed term. Any Directors elected or appointed to fill vacancies caused by resignation shall fill unexpired terms only and be eligible for re-election per election process.

4.05 Elections. The election process shall be open to any current member of the organization. The membership shall vote on the slate presented and voting will be organized and tabulated by AVCA or another designated third party.
A. Nomination Committee. A Nomination Committee of three (3) persons shall be appointed by the President or the Interim President. The Chair of the Nomination Committee shall be a member of the Board, and one additional member of the Board shall serve on the Nomination Committee. No other person holding office in the organization shall be a member of the Nomination Committee. No person intending to run for an elected position shall serve as a member of the Nomination Committee. The Nomination Committee shall solicit the membership for candidates for the positions on the Board of Directors. The members of the Nomination Committee shall prepare its slate before the election. If voting is to be conducted in person at the Annual Convention, the slate of nominees shall be presented to the membership at least twenty-four (24) hours before the vote. If voting is to be conducted by mail, fax or email, the slate of nominees shall be presented to the membership at least fourteen (14) days before the vote, but in no event later than 30 days after the annual meeting.
B. Elections. The election of the Board may either be held at the Annual Convention of the organization or made by mail or email ballot in accordance with procedures established and approved by the Board. Persons, not on the Nomination Committee, desiring to be a candidate for office and not nominated by the Nomination Committee shall present their names to the President for inclusion on the ballot. In either election scenario, the Nomination Committee shall work closely with the JVA Board of Directors to develop the appropriate timelines and process.

4.06. Vacancies. Should there be a vacancy on the Board, including vacancies resulting from an increase in the number of Directors, between normal elections, it shall be filled with persons elected by a majority vote of the remaining Directors. The Nomination Committee shall be responsible for soliciting candidates for the replacement position and managing the process of securing the required majority approval from the remaining Directors. Each person so elected shall be a Director for the remaining term of the position and shall be a Director until that person or a successor is elected by the membership during the regular election cycle of the organization. Nominees for filling any vacancies shall meet all eligibility requirements for the position of Director. Selection of Directors to fill any such vacancy may be made by mail ballot or email ballot.

4.07 Meetings.
A. Regular Meetings. The Board shall meet regularly but not less than once per year at which time a quorum of the Board shall be present in person. Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of the Board at a duly convened meeting, or by a two-thirds majority of the Directors giving written consent. Notice of each regular meeting of the Board shall be written, shall specify the date, place and hour of the meeting and shall be delivered to each Director at least five (5) days before the meeting, either personally or by mail, fax or response-requested e-mail.
B. Special Meetings. Special meetings of the Board may be called by the President or -Treasurer on twenty-four (24) hours written notice to each Director, either personally or by mail, fax or response-requested e-mail. Special meetings may be called, in like manner, upon the written request of two (2) or more Directors. Notice of each special meeting of the Board shall specify the date, place and hour of the meeting. The notice should, but need not, state the general nature of the business to be conducted at such special meeting. Special meetings of the Board may be conducted through telephone conferences or other electronic means, coordinated by the President, if a quorum of the Directors can participate in the discussion.

4.08 Voting. Each Director shall be entitled to one vote. The President may not vote except to break a tie. The President-Elect shall not vote if acting as President.

4.09 Waiver of Notice. Whenever written notice of a meeting of the Board is required to be given, a waiver thereof, in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance or participation in any meeting of the Board shall constitute a waiver of notice of such meeting except where the person attends or participates for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

4.10 Quorum. At all meetings of the Board, whether the Board is meeting as a Committee of the whole or in regular or special session, at least five (5) Directors shall be necessary to constitute a quorum for the transaction of business. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board, except as may be otherwise specifically provided by law, by the Articles of Incorporation or these Bylaws. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted other than by announcement at the meeting at which such adjournment is taken.

4.11 Rules of Order. Robert's Rules of Order Newly Revised shall be followed.

4.12 Actions Without A Meeting. Any action which may be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Directors. Such consents shall be filed with the Board President.

4.13 Conflict of Interest. No Director or Officer of the organization, member of any committee, employee, paid consultant to or agent/representative of the organization shall participate in the negotiation, evaluation or approval by the organization of any contractual arrangement to which it is proposed that the organization become a party, if such individual would financially benefit, directly from the organization becoming a party to such arrangement. Individuals with a conflict of interest, upon learning that the organization is proposing to enter into an arrangement in which they have a financial interest, shall promptly notify the President in writing of the existence of such interest, and the President in turn shall disclose such interest to the Board. The Board may approve further participation by the individual upon an affirmative vote of the Board and recommendation of the President. In the event of a violation of this Section 4.13, the organization shall have the right to recover from the individual in question his or her financial benefit and to void the arrangement.

4.14 Removal. Removal of a Director may be initiated in one of two ways—by petition by the general membership or by Board of Director motion.
A. Any current member of the association, upon ten (10) days notification in writing to the President, and accompanied by a petition signed by twenty percent (20%) of current association members in good standing may appear on the agenda of the next regular Board meeting, and in a presentation not to exceed ten (10) minutes state their case for removal of a Board member. The President shall notify the Board member that they shall be given a time not to exceed ten (10) minutes for rebuttal. The matter shall then be tabled until the next regular Board meeting at which time discussion and vote shall be taken. The vote to remove a Board member shall require two-thirds (2/3) of the Directors voting in the affirmative to remove the Director.
B. Any Director may make a motion to remove a fellow Director for any one of the following reasons:
1. For failure to attend a sufficient number of meetings (less than 75% of board meetings in a year);
2. If a Director cannot pass a background screening test at any time;
3. For non-performance of duties as described by association documents; or
4. For violating the current Code of Conduct, as defined from time to time by the association.
C. The process for removal shall be:
1. Written notice of reason for removal shall be delivered to the Director no later than seven (7) days prior to the next regularly-scheduled Board meeting; then
2. A vote shall be taken at the next regularly-scheduled Board meeting, which vote shall require two-thirds (2/3) of the Directors voting in the affirmative to remove the Director.

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