The name of this organization is The Portland Basketball Club, Inc., hereafter referred to as "PBC" or "the Club".
   
The principal office for the transaction of business of this organization is to be located in Portland, CT. The Club may also have other offices as the Board of Directors may from time to time determine.
   
 
Section 1.
The primary purpose of the Club shall be to provide quality recreational and competitive Basketball programs for Portland residents under the age of 18. The Club shall educate and encourage the growth of Basketball and firmly institute the ideals of good sportsmanship, teamwork, honesty, loyalty, courage, and respect for authority while developing strong Basketball skills and a more complete knowledge of the game in a safe environment.  This will be done under the jurisdiction of the Southern Regional Basketball League of Connecticut (“SRBL”) and all other relevant governing associations or bodies.
 
A. Portland Parks & Recreation Basketball Program:
 
The Portland Parks & Recreation (“Portland Parks & Rec.”) department provides various programs for those Basketball players who seek a recreational Basketball experience. These programs will be predicated on the number of youths seeking to play recreational Basketball.

The goal of the Portland Parks & Rec. Basketball programs is to introduce the game of Basketball and to provide the youth of Portland the opportunity to play Basketball and have fun, to promote the sport of Basketball, develop a positive self-image, develop a sense of pride toward the community, develop respect for others, practice good sportsmanship, and develop good training skills and healthy habits.
 
The Portland Parks & Rec. program continues to have plenary oversight and management of the Parks & Rec. basketball program.  It shall have input into the oversight and management of the travel program via its ex officio board seat on the Portland (Travel) Basketball program board.
 
B. Competitive (Travel) Basketball Program:
 
The Portland Basketball Club, Inc., will provide various opportunities for those Basketball players who seek competitive experiences and are qualified, both by ability and desire, to compete in a competitive Basketball league. Players will be selected for competitive teams based on an open tryout held annually. All competitive tryouts will be conducted under the direction of the Club, adhering to the policies currently set in place and approved by the Board of Directors.
 
The goal of the competitive Basketball programs is to provide the youth of Portland the opportunity to play competitive Basketball and have fun, to promote the sport of Basketball, develop a positive self-image, develop a sense of pride toward the community, develop respect for others, practice good sportsmanship, and develop good training skills and healthy habits. The Competitive Program shall place an added emphasis on individual Basketball skills in a team atmosphere. This program provides the opportunity for Portland youth to compete against teams from other towns.

Section 2.
 
The Club is organized exclusively for charitable and educational purposes to further the purposes stated in Section 1 and shall operate and conduct its activities consistent with Section 501(c)(3) of the Internal Revenue Code.
 
Section 3.
 
It is the intent of The Portland Basketball Club, Inc. to qualify as a nonprofit, tax-exempt entity pursuant to Section 501 (c) (3) of the Internal Revenue Code, as now or hereafter amended. In order to effectuate such intent, no part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
 
Section 4.
 
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Superior Court of the State of Connecticut located in Middletown, Connecticut, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.
   
Section 1.
 
 

1. Eligibility

 
Any person sincerely interested in active participation to affect the objectives of this Club may request membership in the manner described below.  Club membership shall be in one of the following
classes:
 
(1)  Voting Members: The Secretary of the Club shall maintain the roll of qualified voting members which shall consist of the following:

a. Officers, as defined in Article VII
b. Non-officer Board of Directors 

Each voting member is entitled to one vote in matters under discussion at any regular or special meeting of the Club.
 
(2)  Non-Voting Members:
 
a. Players registered to play with the Portland Basketball Club
b. A parent or legal guardian of a player under 18 registered with the Club
c. An active coach of a team sponsored by the Club
d. An active volunteer with the Club (other than coach, director, officer)
e. An Honorary member of the Club recognized as such by the Board in its official minutes
f. A member of the Board’s Advisory Council (as determined by the board).
 
The Club may accept non-resident members such as a non-resident player from a town without a Basketball club or a club that does not offer a suitable age or gender appropriate team on which to play or a non-resident adult who wishes to volunteer their services to the Portland Basketball Club. The decision to accept any non-resident member shall be by majority vote of the Board of Directors.
 
All non-voting members may attend any regular or special board meeting, and shall be entitled to speak on any issue under consideration at such meeting, but shall not be entitled to vote on any issue or have any duties or obligations in the management of the Club.
 

 

2. Discipline, Suspension or Termination

 
Membership may be terminated by resignation or by action of the Board of Directors.
 
 

1. The Board of Directors by a two-thirds vote of those present at any duly constituted meeting shall have the authority to discipline, suspend or terminate the membership of any member, when the conduct of such person is considered detrimental to the best interests of the Club.

 
The member involved shall be notified of such meeting, informed of the general nature of the complaint, and given an opportunity to appear at the meeting to answer such complaint.
 
Any such meeting, or disciplinary action, shall be further governed by the Portland Basketball Club manual.
 
 

2. The Board of Directors shall, in the case of a player member, give notice to the coach of the team of which the player is a member, and also give notice to the parents or legal guardian of the player member.  Said parties shall appear with the player before the Board of Directors, which shall have full power to suspend or revoke such player's right to future participation in Club activities. If suspension is levied upon the player member, the full amount of any dues paid and attributable to the then current session will be refunded.

 
 

3. Any member who fails to pay program fees or other charges within sixty days shall be considered “not in good standing” shall forfeit all rights and privileges of membership by two-thirds vote of the Board of Directors present and voting.

 
 

4. Resignation of membership shall be made in writing to the Secretary and shall be considered by the Board of Directors, but resignation shall not relieve the members so resigning of the obligation to pay program fees, or other charges previously accrued and unpaid.

 
 

3. Dues and Fees

 
Dues and fees for player members shall be fixed at such amounts as the Board of Directors
shall determine.  All or part of a player member’s dues or fees may be waived, for reasons of demonstrated
need, at the discretion of the President. The Club may waive registration fees for any family that receives state welfare assistance, the school lunch program, or unemployment compensation. The club may require
verification on any of the above before agreeing to waive said fees. Families may request consideration of
financial aid by contacting the President of the Club.
   
 

1. The management of the property and affairs of the Club shall be vested in the Board of Directors, which is the Club's primary governing body. It shall have sole authority to establish rules and regulations for the Club unless superseded by SRBL or any other relevant governing association or body. The Board may adopt such rules and regulations for the conduct of its meetings and the management of the Club as it may deem proper.

 
 

2. The number of Directors shall not be less than three (3) or more than Thirteen (13), this number to be fixed from time to time by the Board of Directors.

 
 

3. The Board membership shall consist of the persons occupying the Officer positions as defined in Article VII of these Bylaws, together with the non-officer directors.

 
 

4. At each annual meeting, the voting members shall elect officers to those positions which terms are expiring.  All elections of officers and directors shall be by majority vote of the voting members present at the meeting. Directors shall upon adjournment of the annual meeting enter upon the performance of their duties and shall continue office until their successors shall have been duly elected and qualified.

 
 

5. If any vacancy occurs in the Board of Directors by death, resignation, or otherwise, it may be filled for the unexpired term by a majority vote of the remaining Directors at any regular meeting or any special meeting called for that purpose.

 
 

6. The Board of Directors shall have the power to approve such standing committees as recommended by the President, and to delegate such powers to them as the Board shall deem advisable, and which it may properly delegate.

 
 

7. The terms of the directors shall be for two administrative years or until their successors have been elected and assume office. (Staggered terms are recommended).

 
 

8. The Board shall have the power by two-thirds vote of those Board members present at any meeting as defined in Article VI to discipline, suspend or remove any Director, officer or committee member in accordance with the procedure set forth in Article IV. This includes any elected officer who is absent, without cause, from Three (3) consecutive meetings or willingly neglects his/her duties to the Club.

 
 

9. The Town of Portland Director of Parks & Recreation shall be an ex-officio non-voting member of the Club.

 
 

10. The Board of Directors shall not receive any compensation for their services in such capacity but may be reimbursed by the Club for their reasonable expenses and disbursements on behalf of the Club. Upon approval of the board of Directors, directors may be compensated for services provided to the Club in a capacity other than Director.

   
The President shall appoint a nominating committee one month prior to the Annual meeting, composed of Voting members of the club and shall designate its chairperson, whose duty shall be to present to the club at its annual meeting the names of the persons nominated as officers and directors of the club. No member of the nominating committee shall be eligible for election during the given year.
 
Any voting member may nominate a candidate from the floor with a supporting motion of a voting member in attendance.
 
All officers and directors shall be chosen by ballot except when nominations are unopposed when only a voice vote is needed to elect. A majority of all votes cast shall be necessary for the election of an officer or other member of the Board of Directors.
 
Candidates for President must serve at least one term in the preceding year as a Director prior to being
nominated for the position of President.
   
The officers of the Club shall be:
 
 

1. PRESIDENT. The President shall, subject to the direction of the Board of Directors, conduct the affairs of the Club and execute the policies established by the Board of Directors; present a report of the condition of the Club at the annual meeting; communicate to the Board of Directors such matters as deemed appropriate and make such suggestions as may tend to promote the welfare of the Club; and be responsible for the conduct of the Club in strict conformity to the policies, principles, rules and regulations as agreed to under the conditions of the Bylaws of the Club. The President shall preside at all meetings of the Board of Directors, but shall only vote to break a tie. The President is an ex-officio member of all committees as established by the Club. The President shall designate in writing other officers if necessary to have power to make and execute for/and in the name of the Club such contracts and leases as may have received prior approval of the Board; investigate complaints, irregularities and conditions detrimental to the Club and to report thereon to the Board as circumstances warrant; and be responsible for the proper execution of the Annual Budget.  In addition, the President shall have check-signing authority equal to that of the Treasurer. The President shall have the power to recommend committees to the Board of Directors for approval.

 
The President shall be the Club's representative to the [Central District of the SRBL], shall attend Central District Board meetings, cast his/her vote and report back to the Club Board the business conducted at the District meetings. The President may delegate Club representative responsibility to another member of the Board of Directors.
 
 

2. VICE PRESIDENT. The Vice-President shall have such powers and perform such duties as may be assigned to him by the Board of Directors or the President. In the absence of the president, the Vice-President shall perform the duties and exercise the powers of the President. He will direct all activities surrounding the Club's Competitive Basketball program. This would include but not be limited to the responsibility for the following committees or coordinators: Training, Tryout Outs, and Court/Schedule and the Competitive Basketball Committee. The Vice-President is an ex-officio member of all committees as established by the Club. In addition, the Vice-President shall have check-signing authority equal to that of the President or Treasurer.

 
 

3. SECRETARY. The Secretary shall be responsible for recording the activities of the Club and maintain appropriate files, mailing lists, and necessary records; perform such duties as are herein specifically set forth, in addition to such other duties as are customarily incident to the Office of Secretary or as may be assigned by the Board of Directors; and maintain a list of all members and give notice of all meetings.  The Secretary shall keep the minutes of all regular and special meetings of the Board of Directors and cause them to be recorded in a book or electronic format kept for that purpose; conduct all correspondence not otherwise specifically delegated in connection with said meetings and shall be responsible for carrying out all orders, votes, and resolutions not otherwise committed; and notify members, directors and committee members of their election or appointment. Upon the expiration of the term of office, deliver over to the successor or to the President all records and any other Club property.

 
 

4. TREASURER. The Treasurer shall perform such duties as are herein specifically set forth and such other duties as are customarily incident to the office of the treasurer; receive all monies and securities and deposit same in a depository approved by the Board; keep records for the receipt and disbursement of all money and securities of the Club, approve all payments from allotted funds and checks there for; and prepare an annual budget for submission to the Board of Directors. The treasurer will also prepare and submit a statement of financial conditions at each monthly Board meeting. Two signatures, the Treasurer's and the President or Vice President, will be required on all checks in excess of $500. The Treasurer shall present an annual financial budget report as required by Article VII. The Treasurer shall also be responsible for overseeing the collection of player registration fees. Upon the expiration of his or her term of office, the Treasurer shall deliver over to the successor or to the President all records and any other Club property

 
 

5. REGISTRAR. The registrar shall act as a coordinator with the SRBL in the registration of all players and participating adults and in the rostering of players to their respective teams and shall maintain appropriate records pertaining thereto. The Registrar shall be knowledgeable in the SRBL rules pertinent to team and Club registration matters and the transfer of player rights. He or she will be responsible for submitting all publicity and dates surrounding registration. The Registrar will support the Travel teams by reviewing their rosters and passes.

 
 

6. IMMEDIATE PAST PRESIDENT. The Immediate Past President shall attain office by secession thereto.  It shall be the duty to act in an advisory capacity and assist the President and Board of Directors in all matters which may come before them.

 
The terms of all officers shall be for a period of one administrative year, from July 1 to June 30, or until their successors have been duly elected and assume office.
   
 

1. ANNUAL MEETING. The annual meeting of the membership of the Portland Basketball Club shall be held in June of each year for the purposes of electing officers and directors, receiving reports, and for the transaction of such other business as may properly come before the meeting.

 
 

2. BUDGET MEETING. The President and Treasurer shall prepare and present for approval by the voting members an annual budget for the current fiscal year at the June meeting. Once approved, the Board of Directors shall execute the budget during the year. Items within the budget that vary from the budget plan by $500 will require approval by the voting members. Items not identified within the budget will require voting member’s approval before being implemented.

 
 

3. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held the first Monday of each month at such times and places as may be determined by the President. The meeting date for any regular meeting may be changed or cancelled at the discretion of a majority of the Board of Directors.

 
 

4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President or any three Board members, provided that, before the meeting is held, at least 48 hours notice is given to each member of the Board of Directors via telephone or email. No business other than that specified in the notice of the meeting shall be transacted at any special meeting.

 
 

5. NOTICE OF MEETINGS. Notice of each regular meeting, of the annual meeting, and of the budget meeting shall be mailed, electronically mailed or otherwise delivered to each voting member at his last recorded address at least four days in advance thereof setting forth the place, time and purpose of the meeting; or, in lieu thereof, notice may be given in such form as may be authorized by the Board of Directors from time to time at a regular meeting.

 
 

6.  QUORUM. The presence in person or by proxy of one plus one-half of the voting members of the Board of Directors shall be necessary to constitute a quorum and therefore, the ability to vote on matters. Without one plus one-half of the voting members, any vote taken shall be considered null and void.

 
 

7. VOTING AND PROXIES. Each voting member shall be entitled to one vote on any matter in person or by proxy. All proxies must be in written form and may be withdrawn at any time. Except as specifically provided for otherwise in these Bylaws, any measure or matter put to a vote of the Board shall be considered passed if receiving the positive vote of a majority of the voting members in attendance at a meeting at which a quorum is present.

 
 

8. RULES OF ORDER. Robert's Rules of Order shall govern the proceedings of all meetings except when in conflict with the Charter or Bylaws of the Club which shall, in that order, control.

 
 

9. EXECUTIVE SESSION. The Board of Directors may elect to hold discussions in Executive Session to address confidential and personal matters.

   
The President may appoint such committees and/or Coordinators as authorized by the Board of Directors, these Bylaws or as the President may deem necessary to successfully operate the Club. Such Committees or members may include but are not limited to the following categories. The members of said committees and such members shall be members but may or may not be voting members of the Club.
 
Committees:
 
 

1. NOMINATING COMMITTEE. The committee shall be named one month before the annual meeting and consist of voting members. This committee shall present its report regarding Board vacancies as well as officer positions that need to be filled at the regular meeting immediately preceding the annual meeting at which the election is to take place. Any voting member may make further nominations from the floor at the time of the election.

 
 

2. COMPETITIVE BASKETBALL COMMITTEE. This committee shall consist of but not be limited to the President, Vice President, and two additional Board of Directors as appointed annually by the President with the consent of the Board. The Competitive Committee shall be responsible for the overall coordination, organization and operation of the competitive Basketball program and recommend changes or improvements that will continue to strengthen and enhance the competitive program. This committee will act as a liaison between the Board and the Coaches to assure that communication is maintained between the Board and the coaches. Additional responsibilities would include acting as a mentor to any new competitive coach, providing feedback to coaches or to the Board on ways to improve the competitive program. This committee will recommend the appointment of Competitive Coaches on an annual basis to the Directors for approval. These recommendations will be based on direct observations of the current coaches as well as any other procedures as deemed appropriate by this committee. This committee will also have responsibility for the creation, distribution and collection of player/coach evaluations from the competitive coaches.

 
 

3. TRAVEL BASKETBALL COMMITTEE. The committee shall be appointed annually by the President with the consent of the Directors. This committee shall consist of but not be limited to the travel basketball coordinator, and two additional Directors. This committee will be responsible for the overall coordination, organization and operation of the Travel Basketball program and recommend changes and improvements that will strengthen and enhance this program. The committee shall be responsible for designing the structure of the program, including the age/gender levels for which teams will be formed and the number of teams at each level. Additionally this committee will ensure that the mission of the recreational program as stated in Article III of these By-laws is followed.

 
 

4. TRAINING COMMITTEE. The committee shall be appointed annually by the President with the consent of the Board of Directors. This committee shall consist of but not limited to the Vice President and two additional Board of Directors. The Training Committee shall be responsible for the design and implementation of a complete development training program for players and coaches. This training could include but not limited to a written development curriculum, a coach’s mentor program, Club sponsored clinics or hiring outside professional trainers for an extended period of time, as well as coordinating coaching licensing programs and or first aid and/or CPR training.

 
 

5. BYLAWS COMMITTEE. The Bylaws Committee shall be appointed bi-annually by the President with the consent of the Board of Directors, no later than the November Board meeting. This Committee shall be responsible for reviewing the By-Laws or Policies and Procedures that govern the Portland Basketball Club. This Committee shall submit in writing any proposed changes that it recommends by April Board meeting so that such changes can be implemented during the Annual Meeting.

 
Coordinators:
 
Any and all Coordinators will be appointed annually by the President with the consent of the Board of Directors:
 
 

1. TRAVEL BASKETBALL COORDINATOR. The coordinator will be responsible for the overall coordination and communication of all activities of the travel program. This would include running the day to day activities of the travel program and implementing any changes to the program as decided by the Travel Basketball Board.  The coordinator will be responsible, with the approval of the board, for selecting coaches and the assignment of players to teams based on the program structure set in place.

 
 

2. PLAYER AGENT.  The Player Agent will be responsible for the coordination of the tryouts for the Competitive (Travel) teams.  The Player Agent will be responsible for the adhering to the policies and procedures set forth by the Board regarding team formation, composition, tryouts and coaching requirements. The Player Agent will also designate an appropriate number of volunteer assessors to assist in the annual tryout process.  The player agent shall act as the liaison between coaches, parents and the board with regard to all player related issues.

 
 

3. COURT/SCHEDULE COORDINATORS. The Court/Schedule Coordinator(s) shall be responsible to work with the Town of Portland to provide the appropriate practice and game Courts for the Club. This person or persons will also be responsible for coordinating game schedules with the Referee assignor and coordinate and allocate practice times for both the Recreational and Competitive Basketball programs.

 
 

4. EQUIPMENT COORDINATOR. The Equipment Coordinator shall act as the manager of the procurement of all equipment for the PBC including Court equipment, uniforms, trophies and team equipment. The Equipment Coordinator will work to provide the Club with the most cost efficient equipment procurement and the best uniforms and team equipment. The Equipment Coordinator will maintain inventory and location records of all Club equipment and paraphernalia; dispense and retrieve certain Club equipment as authorized by the Board of Directors; prepare an end-of season inventory report (fall, winter and spring) which shall include all uniform items and the quantity and condition of the Club Basketball balls, ball bags, nets, first aid equipment, etc.  The Equipment Coordinator is responsible to provide a monthly equipment report to the Board of Directors.

 
 

5. CAMP COORDINATOR. The Camp Coordinator shall help coordinate and direct any summer camp program offered or referred by the Portland Basketball Club. This person will act as a liaison between the Club and the organization providing the camp.

 
 

6. AWARDS CEREMONY/PICTURE COORDINATOR. The Awards Ceremony/ Picture Coordinator shall be responsible for coordinating the Travel awards ceremony as well as the coordinating the annual picture program for both the Competitive and Recreational Programs. This person will work with each coach to provide appropriate audio and visuals for the ceremony which may include pictures, sound, and graphics.

 
 

7. WEBSITE COORDINATOR. The Website Coordinator shall be responsible for maintaining and updating the Club's website.

 
 

8. RISK MANAGEMENT COORDINATOR. The Risk Management Coordinator shall be responsible to maintain compliance by the Club with all policies and procedures set in place by the SRBL. This person will provide a report on an as needed basis as to the Club’s compliance with SRBL policies. This person will also be responsible for distributing, collecting and verifying compliance with all Coach Code of Conduct and Parent Code of Conduct forms. The Risk Management Coordinator shall work in conjunction with SRBL to ensure that the Club and its activities are current with respect to insurance coverage and compliance as may be required from time to time. The Risk Management Coordinator will solicit and collect any and all reports of claims, incidents, misconduct and/or potentially dangerous circumstances and coordinate the Club’s response to the same, including, if necessary a report to the appropriate insurance carrier and SRBL.

 
 

9. COMMUNICATIONS COORDINATOR. The Communications Coordinator shall prepare and arrange for all Club advertising and publicity to include tryouts, fund-raisers and team recognition; be responsible for all duplicating requirements in support of tryouts, fund-raisers, etc.; provide advertising and publicity cost data for preparation of the annual budget; and prepare and publish prior to monthly meetings or as needs require a Club newsletter in January, May and September to be distributed to all members, players and parents. The Communications Director will coordinate updates to any other Club marketing material, which may include but not be limited to: websites, flyers, pamphlets, brochures, news media and camp mailings.

 
Any Board member may propose an amendment to these Bylaws by submitting such proposed amendment to the President of the Club who will recommend or disapprove such amendment, and then present it at the Annual Meeting or at a special meeting specifically called for such purpose. Such proposed changes will be published to all voting members. These Bylaws may be amended by a two-thirds vote of Board members present at an Annual Meeting at which a quorum is present.
   
The Club shall indemnify, to the full extent authorized or permitted by the Connecticut Nonstock Corporation Act, any person who is or was a party or is threatened to be made a party, to any threatened or actual claim, action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the name of the Club), by reason of the fact that he or she is or was a member of the Club or is or was serving at the request of the Club as a representative thereof, provided that such person to be indemnified acted in good faith.
   
The Board of Directors in administering the governance of the PBC, shall enact, enforce and administer
policies and procedures as they see fit in accordance with the operation of the Club. These policies, upon
formal vote and approval of the Board, shall be considered the policy of the Club and shall be reviewed
annually for revision as determined by the Board of Directors.