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1.1 Name. The name of the association is the Shrine Bowl of the
Carolinas.
1.2 Purpose. The promotion and staging of an annual football
game and other associated events, as its
Board of Governors may determine. All
revenues of this association are for the
benefit of Shriners Hospitals for Children.
The annual revenues, less ordinary and
necessary, from the bowl game and all other
associated events (except for such start-up
expenses for the next scheduled bowl game,
as determined to be reasonable by the
Imperial Potentate) shall be distributed to
Shriners Hospitals for Children, which is
exempt under ~501(c) (3) of the Internal
Revenue Code.
1.3 Inurement. No portion of the revenues shall inure to the
benefit of the temples, shrine clubs, units,
or any other entity or individual.
ARTICLE II
Members
2.1 Members. The association shall have no members.
ARTICLE III
Board of Governors
3.1 Governors.
(a) Qualifications.
All members of the Board of Governors must
be members in good standing of Amran, Hejaz,
Jamil, Omar, or Sudan Shrine Temples.
(b) Number.
The Board of Governors consists of:
(1) At Large. Three at
large members from each of the temples of
the association.
(2) Temple Officers.
The Potentate, Chief Rabban, and Recorder
from each of the temples of the association.
(3)
Board of Governors Officers. The
Chairman of the Board, President, First Vice
President, Second Vice President, Third Vice
President, Fourth Vice President, Treasurer,
Secretary, and General Chairman of the
Shrine Bowl Game.
(4) Emeriti. All emeriti
members.
(c) Powers. The Board of
Governors has control, authority, and
management of all business affairs of the
association, unless otherwise assigned to
another person by these bylaws.
The Board:
·
May appoint committees and it may employ
such individuals as are deemed necessary to
carry out the activities of the association.
·
Shall appoint a Distinguished Guest
Committee, and a Special Gifts Committee.
·
Shall fill any vacancy occurring in the
office of President or any Vice President.
The vacancy shall be filled by election of a
Fourth Vice President from the temple
represented by the vacated position and each
other office shall ascend to the next
highest office regardless of temple.
(d) Election of At Large Members.
Each year each temple of the association
shall submit to the Board of Governors the
names of three Nobles from its temple that
it recommends serve as At large Members.
These names shall be referred to the
Nominating Committee of the Board of
Governors for consideration and report.
(e) Election.
The members of the Board of Governors are
elected at the annual meeting by the
existing Board of Governors.
(f) Term. The term of a
member of the Board of Governors, other than
Emeriti Members, begins on the first day of
January and ends on the last day of December
of each year.
(g)Vacancies.
Any At Large vacancy may be filled for the
remainder of the term by majority vote of
the Board of Governors.
(h)Compensation.
Governors shall perform their duties and
responsibilities without compensation.
3.2 Emeriti Members.
A member of the Board of Governors may be
elected an emeritus member by the Board of
Governors after serving for 8 years, in
recognition of his long-standing service. An
Emeritus Member receives notices of all
meetings of the Board of Governors, may
participate in discussions, hold office,
serve on committees, and vote.
3.3 Resignation and Removal.
A member of the Board of Governors may
resign at anytime by submitting a written
resignation to the Secretary of the Board of
Governors. Such resignation shall take
effect at the time specified therein or, if
no time is specified, at the time his
resignation is accepted by the Chairman of
the Board.
A member of the Board of Governors
may, for good cause shown, be removed from
the Board of Governors by a three-fourths
vote of all of the members of the Board of
Governors.
3.4 Honorary Members.
A Noble of a sponsoring temple may be
elected as Honorary Member of the Board of
Governors for meritorious service rendered
to the Shrine Bowl. An honorary member may
attend meeting of the Board of Governors but
he may not vote.
3.5 Invitees. The elected divans of the sponsoring temples as well
as their Shrine Bowl Coordinators, Hospital
Children's Committee Chairmen, and Newspaper
Crusade (Paper Sale) Chairmen, shall be
invited to attend meetings of the Board of
Governors but they may not vote.
ARTICLE IV
Officers
4.1
Positions.
The officers shall be Chairman of the Board,
President, First Vice President, Second Vice
President, Third Vice President, Treasurer,
Secretary, and General Chairman of the
Shrine Bowl Game.
4.2 Election. The officers shall be elected by the Governors at
their annual meeting. The Chairman of the
Board, however, must have served a minimum
of two years as a member of the Board of
Governors to be qualified for election. The
President and Vice Presidents shall all be
from different temples within the
association. They fill their offices on a
temple-rotating basis.
4.3 Term. The Chairman of the Board shall serve a maximum of
four (4) one year terms. The President and
Vice Presidents shall serve a maximum of one
year in the office to which they are
elected. If an officer is elected due to a
vacancy occurring as a result of death,
resignation or removal by cause, then the
officer elected to serve the remaining
portion of the term shall be eligible for
re-election for one full term. The Treasurer
and Secretary may be re-elected to
additional one year terms.
4.4 Removal. An officer, elected or appointed, may be removed by
the Board of Governors at any time, in the
sole and exclusive discretion of the
Governors.
4.5 Vacancy.
A vacancy in any office may be filled by the Board of
Governors for the unexpired portion of the
term.
4.6 Powers.
The officers shall have such powers, and
perform such duties, as specified from time
to time by the Governors, as well as the
following
(a) Chairman of the Board.
He Shall:
·
Preside over all meetings of the Board of
Governors.
·
Be the Principal executive officer of the
association and, subject to the control of
the Board of Governors, shall have general
supervision and control of the business and
affairs of the association.
·
Sign, with the President, Treasurer, or
Secretary any deeds, mortgages, bonds,
contracts or any other instruments which the
Board of Governors has authorized to be
executed, except in cases where the signing
and execution thereof is expressly delegated
by the Board of Governors or these bylaws to
some other officer or agent of the
association, or is required by law to be
otherwise signed or executed.
·
Appoint a member of the Executive Committee
to chair the Nominating Committee.
·
Perform such other duties as may be assigned
to him by the Board of Governors.
(b) President.
He shall:
·
Serve as Chairman of the Executive
Committee.
·
Appoint, annually, with the advice and
consent of the Board of Governors, a General
Chairman of the Shrine Bowl Game, and a
First Vice Chairman and Second Vice Chairman
thereof.
(c) Vice Presidents.
He shall:
·
In the absence of the President or in the
event of his death or inability to act, the
First Vice President, unless otherwise
determined by the Board of Governors, shall
perform the duties of the President and,
when so acting, shall have all the powers of
and be subject to all the restrictions upon
the President. Thereafter, in the absence of
the President and Vice President, the
remaining Vice Presidents, in order, shall
perform the duties and assume the
responsibilities.
(d) Treasurer.
He shall be the
chief financial officer of the association
and:
·
Be responsible for all funds and securities
of the association, receive and give
receipts for moneys, pay proper bills and
deposit all such moneys in the name of the
association in such depositories as are
designated by the Executive Committee.
·
Have responsibility for all Shrine Bowl
revenues, arrange for proper accounting of
all funds and report to the Board of
Governors at its meetings.
·
Prepare, or cause to be prepared, a
statement of financial statement condition
showing the financial condition of the
association at the end of the most recent
year with comparative totals for the
previous fiscal year. This should be done
within four (4) months of the close of the
fiscal year.
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Submit a report of the finances of the
association to the Executive Committee
prior to the third regular meeting of
the Board of Governors, for the purpose
of recommending to the Board of
Governors the amount that should be
forwarded to Shriners Hospitals for
Children.
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Perform such other duties as may be
assigned by the Board of Governors.
(e) Secretary.
He shall:
·
Keep records of the meetings of the Board of
Governors and Executive Committee in one or
more books provided for that purpose.
·
Give all required notices.
·
Act as custodian of the association's
records and of its seal, and affix the seal
to required documents.
·
Keep a register of the addresses of each
member of the Board of Governors.
·
Perform such other duties as may be assigned
by the Board of Governors.
f) General Chairman of the Shrine Bowl
Game.
The General Chairman and the First Vice
Chairman and Second Vice Chairman thereof,
plan for and have general supervision over
the annual Shrine Bowl Game, subject to the
approval of the Executive Committee.
General Chairman of the Shrine Bowl Game
shall:
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Appoint all department directors and
their assistants, subject to the
approval of the Executive Committee.
-
Have general supervision over each of
the departments and shall coordinate the
activities of all departments and avoid
overlapping of duties and conflicts of
authority.
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Maintain proper monitoring to assure
strict adherence to approved expenses
and spending procedures.
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Provide the Treasurer with all required
financial data necessary for preparation
of a proposed budget.
4.7
Compensation.
Officers shall perform their duties and
responsibilities without compensation.
ARTICLE V
Meetings
5.1 Regular.
Regular meetings shall be held in the months of February,
September, and December on dates and at
places determined by the Chairman of the
Board, except that the December meeting
shall be held on the day before the Shrine
Bowl Game.
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At the September meeting, the Board of
Governors shall receive reports on the
planning and progress of the association
and Bowl Game and discuss and transact
all other business that may be
presented.
-
At the December meeting, the Board of
Governors shall receive recommendations
as to appropriate moneys that should be
transferred to Shriners Hospitals for
Children and discuss and transact all
other business that may be presented.
5.2 Annual.
The annual meeting shall be the regular
meeting held in February. At this meeting
officers will be elected and required
appointments made. All other business may be
transacted as lawfully comes before the
meeting.
5.3
Special. A
special meeting may be called at any time by
the Chairman of the Board or a majority of
the Executive Committee
5.4 Notice. Notice of the regular and special meetings of the
Board of Governors shall be given at least
ten (10) days prior thereto, by written
notice sent by any usual means of
communication to each member of the Board of
Governors to his address as shown be the
records of the association. Any Governor may
waive notice of any meeting, and his
attendance at a meeting shall constitute
such waiver.
5.5 Quorum.
At all meetings of the Board of Governors,
representation by at least four (4) of the
sponsoring temples shall constitute a quorum
for the transaction of business. The act of
a majority of the Board of Governors present
at a meeting at which there is a quorum
shall be the act of the Board of Governors
unless the act of a greater number is
required by law or these bylaws. When a
quorum is once present to organize a
meeting, it is not broken by the subsequent
withdrawal of any of those present and a
meeting may be adjourned despite the absence
of a quorum.
5.6 Informal Action by the Board.
Any Board required action taken by the Chairman without a
meeting is nevertheless Board action if
written consent to the action in question is
signed by all of the members of the Board of
Governors and filed with the minutes of the
proceedings of the Board, whether done
before or after the action so taken.
5.7 Attendance.
The Governors, including emeriti members,
are required to attend two-thirds of the
regular meetings each year, unless excused
by the Board of Governors for good and valid
reasons, in order to retain their
membership.
5.7 Rules of Order.
Unless otherwise provided by these bylaws or
resolution, parliamentary procedures shall
be governed by Roberts Rules of Order.
ARTICLE VI
Committees
6.1 Executive Committee.
The Executive Committee consists of the
Chairman of the Board, President, First Vice
President, Second Vice President, Third Vice
President, Fourth Vice President, Treasurer,
Secretary, Potentates of the sponsoring
temples, Chief Rabbans of the sponsoring
temples, and the General Chairman of the
Shrine Bowl Game. The President shall serve
as Chairman and report to the Board of
Governors the actions of the Executive
Committee.
·
Powers. The
Executive Committee shall exercise the
authority of the Board of Governors in the
management of the association during the
interim between meetings of the Board of
Governors and will report such actions to
the Board of Governors at its next meeting.
It is also authorized to hire and compensate
necessary personnel to carry on the daily
affairs of the association. This delegation
of authority shall not relieve the Board of
Governors, or any member thereof, of any
responsibility imposed upon it or him by
law.
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Quorum.
At all meetings of the Executive Committee,
representation by at least three (3) of
the sponsoring temples shall constitute
a quorum for the transaction of
business.
·
Minutes. The Executive Committee shall keep regular minutes of its
proceedings and send a copy thereof to each
member of the Board of Governors within ten
(10) days of the meeting.
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Removal.
Any member of the Executive Committee
may be removed at any time with cause by
a majority of the Board of Governors.
6.2 Insurance Committee.
The Executive Committee shall appoint an Insurance Committee.
It shall consist of Nobles who are skilled
and knowledgeable in property, casualty and
other lines of insurance. It shall review
and analyze the current insurance programs
of the association, determine the adequacy
of the coverage and limits, and make
recommendations of its findings and
conclusions. It shall report thereon at the
annual meeting of the Board of Governors and
issue interim reports, as necessary, to the
Executive Committee.
6.3
Nominating Committee.
Its Chair is appointed by the Chairman of the Board. The
Chair shall appoint two (2) members from the
Board of Governors to serve with him on the
committee. The Nominating Committee will
consider the written recommendations from
the temples for At Large Members and it
shall present a report to the annual meeting
with nominations for members of the Board of
Governors.
ARTICLE VII
Accounting Procedures
7.1 Incurring Obligations.
No governor, officer, committeeman or individual shall
contract for any expenditure not provided
for in the budget without securing the prior
approval of the Board of Governors.
7.2 Accounts Payable.
The Chairman of the Board shall review all
accounts payable and, if approved, he shall
manually sign a voucher thereof. The voucher
shall then be reviewed and approved for
payment by the manual signature of the
President or Treasurer.
7.3 Payments. All expenditures shall be paid by check with two (2)
manual signatures from among the Chairman of
the Board, President, Vice Presidents,
Treasurer or Secretary on receipt of
vouchers signed as indicated above. All
expenditures shall be reviewed by the
Executive Committee at the first meeting
after payment.
7.4 Chart of Accounts.
The association shall adopt and use the
financial chart of accounts that has been
prepared by the Director of Temple
Accounting at Shiners International
Headquarters.
7.5 Audit. The association shall have its books and accounts
audited annually and send a copy of the
annual audit to each Governor, Recorder of
each sponsoring temple, and the Director of
Temple Accounting.
ARTICLE VIII
Fiscal and Legal
8.1
Fiscal Year.
The fiscal year shall commence on the first
day of January and end on the last day of
December.
8.2 Budget. The proposed annual budget shall be prepared by the
Chairman of the Board, President, and
Treasurer. It shall be submitted to the
Board of Governors at the annual meeting for
approval. The Board of Governors may make
such revisions to the proposed annual budget
as it deems appropriate. The annual budget
shall then be adopted by the Board of
Governors. A copy thereof shall be sent to
the sponsoring temples.
8.3 Appropriation.
The adoption of the budget constitutes the
appropriation of funds for the purposes
indicated in the budget.
8.4 Statement of Financial Condition.
A statement showing the financial condition
of the Shrine Bowl of the Carolinas at the
end of the most recent year, with
comparative totals for the previous fiscal
year, shall be made available to all members
of the Board of Governors for inspection and
copies thereof shall be sent to the
sponsoring temples.
8.5 Revenues, Expenses, and Distribution
of Proceeds.
All revenues of the association are for the
benefit of Shriners Hospitals for Children.
The annual revenues, less ordinary and
necessary expenses, from the bowl game and
all other associated events (except such
expenses for the next scheduled bowl game as
determined to be reasonable by the Imperial
Potentate) shall be distributed to Shriners
Hospitals for Children. No portion of the
revenues shall inure to the benefit of the
temples, Shrine clubs, units or other entity
or individual.
8.6 Bond. A corporate fidelity bond shall be obtained at the expense
of the association in a form and amount
approved by the Board of Governors
indemnifying the association against any
losses resulting from infidelity,
defalcation or misappropriation by
governors, officers, employees, individuals,
or agents of funds property or securities
owned or under control of the association.
8.6 Insurance.
Comprehensive general liability insurance
(including athletic participants and
spectator liability coverage) with a minimum
liability limits of $1 million per
occurrence; medical and accident insurance;
and other appropriate insurance shall be
obtained at the expense of the association
indemnifying the association, its governors,
officers, employees and agents against any
claim and losses.
·
Additional Insureds. The following shall be included as additional insureds with respect to
the operations and activities covered under
its policies: The Imperial Council,
A.A.O.N.M.S. Of North America, an Iowa
corporation; Shriners Hospitals for
Children, a Colorado corporation, and its
affiliated corporations; Amran Temple, Hejaz
Temple, Jamil Temple, Omar Temple, and Sudan
Temple.
·
Insurance Consultation.
The Board of Governors may in its
discretion, consult with one of more of the
Insurance Advisory Committees of the
sponsoring temples for advice and
recommendations concerning appropriate
insurance coverage and limits.
8.7 Indemnification.
Neither the governors or officers, by reason
of their holding office, nor the Nobles of
the sponsoring temples, shall be personally
liable for the debts, liabilities or
obligations of the association and the
association shall indemnify and hold each of
them harmless to the extent and manner
allowed by law.
8.8 Seal. The association shall have a seal, which shall be in
the form of a circle and shall bear the name
of the association in its border and the
word seal in its center.
ARTICLE IX
Principal Office
9.1 Location. It shall be located within the city of Columbia,
South Carolina or at such other city or
cities in the states of North Carolina or
South Carolina as may be hereafter
designated by the Board of Governors.
ARTICLE X
Amendments
10.1 Procedure.
A proposal to revise these bylaws or to
create new bylaws shall be introduced at a
meeting of the Board of Governors. The
proposal shall be forthwith mailed to the
Potentates and Recorders of the sponsoring
temples for review and comment. These
comments shall be reviewed and considered by
the Board of Governors at the next meeting,
which shall not be less that thirty (30)
days after the proposal was sent to the
sponsoring temples.
10.2
Vote. If the
proposal receives the affirmative vote of a
majority of the entire Board of Governors,
and the written approval of the Imperial
Potentate, it is adopted.
ARTICLE XI
Shrine Law
11.1
Governing Law.
The association and all Nobles must, at all
times, comply with Shrine law in their
governance and in the operation of the
football game and other associated events.
In witness whereof, by authorized vote of
the Nobles of our respective temples, at a
stated or special meeting, we adopt the
foregoing bylaws and bind our temples and
Nobles thereto. We now request the written
approval of the Imperial Potentate of these
bylaws.
Dated this _________ day of _________, 2001
_____________________________
____________________________
Potentate Amran
Temple
Attest: Recorder Amran Temple
_____________________________
____________________________
Potentate Hejaz
Temple
Attest: Recorder Hejaz Temple
_____________________________
____________________________
Potentate Jamil
Temple
Attest: Recorder Jamil Temple
_____________________________
____________________________
Potentate Omar Temple
Attest:
Recorder Omar Temple
_____________________________
____________________________
Potentate Sudan
Temple
Attest: Recorder Sudan Temple
Application for Approval
The application of Amran Temple, Hejaz
Temple, Jamil Temple, Omar Temple and Sudan
Temple for approval of the foregoing bylaws
was presented to General Counsel and the
Imperial Potentate for review and
consideration.
Certification
The foregoing bylaws are consistent
with the articles of association of the
Shrine Bowl of the Carolinas and the
articles of incorporation and bylaws of The
Imperial Council, A.A.O.N.M.S. for North
America and Shriners Hospitals For Children.
_______________________________
Theodore Corsones - General Counsel
Approval
It appearing that the revised bylaws
are fair and appropriate for the
association, and that they are in the best
interest of the Order, I hereby grant my
approval and they are effective as of this
date.
Dated this 4th day of
June , 2001
__________________________________
Robert
N. Turnipseed Imperial Potentate
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