Committed to Football Excellence

Article 1: Name and Objective Section 1 – The name of the organization shall be the 12th Man – Go Blue Inc., sometimes hereinafter referred to as 12th Man. Section 2 - The 12th Man was established to unite Dalton Youth Football and Wahconah Football. This ensures that both programs share a common philosophy, as well as common goals, resources, and values. The goal of the 12th Man is simple; to provide support, guidance, encouragement and to advance the football athletic program and related activities of the Central Berkshire Regional School District, sometimes hereinafter referred to as CBRSD, noting that all decisions are made because the success of one program is directly related to the success of the other. Section 3 – The 12th Man is organized and operated for charitable purposes as defined in Section 501(c)(3) of the Internal Revenue Code. The primary focus of the organization includes raising funds and purchasing personal property and services to be used by participants and administrators of the CBRSD Football Programs, providing volunteers for extracurricular activities, and promote projects to improve facilities and equipment necessary to provide an excellent football program for members of the CBRSD with the goal of developing the best football program in the State- today, tomorrow and for years to come. The 12th Man shall be self-governing, self-supporting, non-commercial, nonsectarian, nonprofit and nonpartisan, and shall seek neither to direct the administrative activities of CBRSD nor to control its policies. No part of the net earnings of the 12th Man shall be disbursed to the benefit of, or be distributable to, its members, officers, or other private persons, except that reasonable compensation may be paid for services rendered to or for the organization affecting one or more of its purposes. No substantial part of the activities of the 12th Man shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the 12th Man shall not participate in, or intervene in (including the publication of statements) any political campaign on behalf of any candidate for public office. Article 2: Membership Section 1 – 12th Man shall be open to current and former CBRSD parents and or guardians of students, current and former members of faculty, administrators, and staff of the CBRSD, as well former students and those currently enrolled within the CBRSD, who subscribe to the purpose and function of the 12th Man. Section 2 – There shall be no fee for any membership to the 12th Man Section 3 - Each member is entitled to one vote when personally in attendance, or by written proxy, at the annual meeting of the Club. Article 3. Meetings Section 1 – Regular monthly meetings shall be held at 6:30 on the first Tuesday of each monthh at a location to be determined by the Executive Board. The Board, at their discretion, may elect not to hold a regular monthly meeting during any given month. Section 2 - Annual Meeting. The annual meeting of the members shall be held each April on a date, time, and place to be determined by the Executive Board. The Executive Board of the 12th Man shall be elected at the annual meeting according to the schedule listed within these by-laws. Section 3 -. Special Meetings. Special meetings of the members may be called at any time by the President, Secretary, any two or more directors, or upon written request of 15 or more members of the 12th Man. Section 4 - Notice of Meetings. Notice of each meeting of the Club shall be given by, or at the direction of, the Secretary, by notice to be posted on the 12th Man website and on the 12th Man social media pages not less than seven (7) days before such meeting. Such notice shall specify the place, date and time of the meeting and in the case of a Special meeting, the purpose of the meeting. Section 5 – Quorum. There must be at least five (5) Executive Committee members present, two (2) of which are current Officers/Executive Board members, for there to be a quorum for the transaction of business. In the absence of a quorum, the members may not take action. In that event, any matter brought before the membership, at the meeting at which a quorum is not present, shall be discussed and decided by the Executive Board. Section 6 - Order. The order of business at meetings of members, as far as practical, shall be: (a) If needed, a roll call (b) Review and approval of minutes. (c) Presentation of a current financial report. (d) Reports from active committees. High School Coach Report Central Berkshire Football Booster Club Report Dalton Youth Football Report (e) Unfinished business. (f) New business. (h) Adjournment. Section 7 - Vote Required for Action. The act of a majority of members of the Executive Board at a meeting at which a quorum was present shall be the act for all of the members. Article 4 – Executive Board and Executive Committee Section 1 - The Executive Committee shall consist of the elected officers and non-voting appointed officers of the organization. The voting Officers, to be known as the Executive Board of the 12th Man, shall be the President, Vice President, Secretary, Treasurer and Sergeant of Arms. Other non-voting officers as appointed by the Executive Board include Director of Football Operations, Dalton Youth Football Representative, the Central Berkshire Football Booster Club Representative, and the Media Director There may be other such officers that the 12th Man may require from time to time. Job descriptions for the Executive Committee are an attachment to these by-laws. Section 2 - The affairs, activities, and operation of the organization shall be managed by the Executive Board. The Executive Board shall transact necessary business during the intervals between the meetings of the membership and such other business as may be referred to it by the membership or these Bylaws. It may create Standing and Special Committees, approve the plans and work of standing and special committees, prepare and submit a budget to the membership, and, in general, conduct the business and activities of the organization. Section 3 - Compensation. No officer shall receive compensation for any service he or she may render to the organization. Board members may be reimbursed for actual expenses incurred in the performance of their duties. Section 4 - Reason to remove: By a two-thirds (2/3) vote of the Executive Board, any member of the Executive Committee may be removed from office for failure to perform duties, criminal misconduct, or unethical behavior. A member of the Executive Committee who misses two (3) consecutive meetings may, after receipt of written notice, be removed from office. Section 5 – Nomination of Officers: Nominations for members of the Executive Board will be presented at the March General Meeting. For consideration, nominees for voting officers require ten (10) hours of active participation within the preceding twelve (12) month period which includes attendance at a minimum of two (2) monthly general membership meetings. Nominations may only be made with the nominated person’s approval. Nominations will be announced at least thirty (30) days prior to the election. Section 6 – Elections: Officers shall be elected at the Annual Meeting in April and will take office immediately. The officers will be elected by a simple majority of the membership present. The President may appoint replacements or an at-large position to any vacancy of an unexpired term that must be filled, with the Executive Board approval. Section 7 – Terms of Office - The President and Vice President shall hold two year terms. The President is elected on even years, the Vice President on odd years. The Treasurer, Secretary, and Sergeant of Arms are elected yearly. If a vacancy occurs during a year, the remaining members of the Executive Committee shall elect a replacement at the next scheduled meeting. There are no term limits for members of the Executive Board. No member of the Executive Committee shall hold more than one position at a time. Section 8 - Resignation - Any member of the Executive Committee may resign at any time by giving written notice of such resignation to the Board. Article 5 – Finances Section 1 – The 12th Man is organized as a non-profit organization per Section 501(C)(3) of the Internal Revenue code and no member shall have any legal or equitable ownership in any of its funds or property. No member, officer, or private individual shall be entitled to share in the distribution of any of the organization’s assets on the dissolution of the 12th Man. In the event of the dissolution of the 12th Man, any funds or property remaining shall be turned over to the Wahconah Regional High School Athletic Department for dispersal to the football program. Section 2 - The funds of the 12th Man shall be used to further the purpose expressed in Article I of these Bylaws. The funds shall be disbursed only upon the approval of the Executive Board and in the following manner: Any expenditure shall be discussed and voted upon at the monthly general meetings. Prior to any approval, a motion must be made by a member of the Executive Board and seconded by another Executive Board member regarding the specific expenditure. Members present at the meeting will be allowed a limited time period to discuss the expenditure after which a final binding vote will be made by the Executive Board. Approval requires a majority vote of the attending Executive Board members. Exceptions to this procedure will made if such purchase is necessary for the betterment of the football programs and such purchase must be made under specific time constraints be: Purchases of up to $500 can be made by a member of the Executive Committee for the purposes of purchasing equipment or supplies. Such purchase requires approval of one member of the Executive Board with the Treasurer being notified within 24 hours. Purchases of up to $1000 may be made by members of the Executive Committee only with the approval of 2 members of the Executive Board with the Treasurer being notified within 24 hours if the Treasurer is not one of the approving members. Purchases over $1000 may be made by members of the Executive Committee but must have the majority approval of the entire Executive Board Any such requests for expenditures outside of the normal course of a general meeting must be made in writing via email Section 3 - The Treasurer of the 12th Man shall pay all debts of the 12th Man after receipt or on approval by the Executive Board. The President of the 12th Man shall co-sign all checks over $1000. Total expenditures should not exceed approved amounts for specific items without the approval of the Executive Board. Unused funds cannot be applied to other items without the approval of the Executive Board. Section 4 - All funds collected by the officers or members of the 12th Man shall be deposited in an account(s) approved by the Executive Board. Section 5 - The Treasurer shall be required to provide a financial report at each monthly meeting and a detailed financial report at Annual Meeting. This detailed financial report shall be reviewed and signed by each member of the Executive Board to be filed and held with all 12th Man records. Section 6 - Audit Committee. At the March Regular Meeting, the Executive Board shall appoint an Audit Committee for the purpose of a review of the prior fiscal year’s financial records with the Treasurer. The Audit Committee shall consist of at least two (2) members who are not authorized signers on any bank account of the organization. Members of the Audit Committee shall not be related by blood or marriage and shall not reside in the same household. The Audit Committee shall report their results to the Executive Board at the Annual meeting to be included with the Treasurer's Report. Article 6 – Amendments to By-Laws Section 1 - Any and all proposals for changes to by-laws and operating procedures shall be brought to the executive board in writing for consideration no later than the March General Meeting. The Executive Board will review any such proposal and the secretary shall publish such proposals no less than 7 days prior to the annual meeting. Section 2 – The Executive Board shall present any proposed changes to the 12th Man by-laws at the annual meeting along with the recommendation of the Executive Board. The President shall then conduct a vote of the present membership to adopt such by-law. Article 7 – Indemnification Every member of the Executive Committee may be indemnified by the organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such person in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Executive Committee, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Executive Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights. Article 8 – Duties of Executive Committee Section 1 – PRESIDENT. The President of 12th Man shall be a member of the Executive Board with full voting rights. The duties of the 12th Man President include but are not limited to: Preside at all meetings of members of the 12th Man Compose the agenda for all monthly meetings Recruitment/selection of chairpersons of ad hoc committees and supervise the functions of ad hoc committees See that elections are held in accordance with the By‐Laws Oversee maintenance and compliance of bylaws Shall appoint any temporary committees as he/she deems necessary to carry out the objectives of the 12th man Shall personally represent the club or appoint a delegate where representation is deemed advisable. Shall oversee all fundraising activities undertaken by the 12th Man Section 2 - VICE PRESIDENT. The Vice-President of 12th Man shall be a member of the Executive Board with full voting rights. The duties of the 12th Man Vice-President include but are not limited to: Act as an aide to the President Act as President in the absence of that officer Recruitment/selection of chairpersons of ad hoc committees and supervise the functions of ad hoc committees Advise, support, and communicate with all the standing committees Oversee maintenance and compliance of bylaws Section 3 – SECRETARY. The Secretary of 12th Man shall be a member of the Executive Board with full voting rights. The duties of the 12th Man Secretary include but are not limited to: Record the minutes of all meetings and distribute minutes via email to members shortly after meeting Communicate with the media director to assure all pertinent information is disseminated to social media and the website Conduct all correspondence for the 12th Man under the direction of the President Keep attendance at all meetings Keep a log of approved decisions with the agenda attached Notify all members of meetings Recruitment/selection of chairpersons of ad hoc committees and supervise the functions of ad hoc committees Oversee maintenance and compliance of bylaws Section 4 - TREASURER. The Treasurer of 12th Man shall be a member of the Executive Board with full voting rights. The duties of the 12th Man Treasurer include but are not limited to: Maintain all 12th man financial accounts, including but not limited to the checking account, savings account and any other investment accounts Check the post office box regularly Balance bank statements monthly Process account payable payments as received Send billing invoices as needed Deposit all income generated from various activities Distribute cash box change for concession stand sales Count all proceeds and make deposits in a timely fashion Report monthly all income/expense activities to board members Keep a log of approved funds separate from the meeting minutes Recruitment/selection of chairpersons of ad hoc committees and supervise File annual IRS taxes as required by law Submit records to audit committee appointed by the organization upon request or at the end of the fiscal year; the functions of ad hoc committees Oversee maintenance and compliance of bylaws Assist president/vice president/secretary with other duties as needed Section 5 – SERGEANT at ARMS. The Sergeant at Arms of 12th Man shall be a member of the Executive Board with full voting rights. The duties of the 12th Man Sergeant at Arms include but are not limited to: Shall assist the Dalton Youth Program Coordinator and the Wahconah High School Football Coordinator with all fundraising activities and the dissemination of materials directly related to 12th Man Activities. Shall serve as the Safety Officer for all 12th Man related and sponsored functions Recruitment/selection of chairpersons of ad hoc committees and supervise the functions of ad hoc committees Oversee maintenance and compliance of bylaws Assist president/vice president/secretary with other duties as needed Section 6 – DIRECTOR OF FOOTBALL OPERATIONS. The Director of Football Operations of 12th Man shall be a member of the Executive Committee with no voting rights. The duties of the 12th Man Director of Football Operations include but are not limited to: The high school football coach who oversees the direct day-to-day operations of the entire CBRSD football program including home and away games, special events, youth camps, coaches training, and facility maintenance. Oversees all communication between the 12th Man and the high school players’ families Establishes best practices for all activities, policies, and program practices to develop and ensure consistency within the program Shall work directly with the Dalton Youth Football Coordinator in the area of coaching selections, team management, facility operation and management, equipment purchases and management, and gameday operations. Acts as 12th Man liaison and represents the program to all CBRSD activities Report to the 12th Man during General Meetings as to the status of the program and of the general needs of the Wahconah Warriors Football Program Section 7 – DALTON YOUTH FOOTBALL COORDINATOR. The Dalton Youth Football Coordinator of 12th Man shall be a member of the Executive Committee with no voting rights. The duties of the 12th Man Dalton Youth Football Coordinator include but are not limited to: Shall be the Dalton Representative at any League Meeting. Shall oversee the overall operation of the Dalton Youth Football Program Shall work directly with the Director of Football Operations in the area of coaching selections, team management, facility operation and management, equipment purchases and management, and gameday operations. Shall report to the 12th Man during general meetings as to the status of the program and the general needs of the Dalton Youth Football Program Will appoint an assistant coordinator, committees and/or individuals to oversee certain functions within the program that are essential to its operation such as equipment manager, concessions manager, field manager, etc. Such appointments will be presented to the Executive Board for approval. Section 8 – MEDIA DIRECTOR. The Media Director of 12th Man shall be a member of the Executive Committee with no voting rights. The duties of the Media Director include but are not limited to: Develop a process of strategic media planning/execution and serving as a resource for education of the Executive Committee Maintain the 12th Man Web Site, social media outlets, and any other relevant communications platforms Recommend tactical implementation and timing Day-to-day management of digital media plans including game updates, fundraising announcements, event details, and any other information needed to be sent to the general public and/or 12th Man members Research and implement new techniques and technologies that are relevant to the 12th Man media strategies Work with sponsors to develop relevant advertising strategies Section 9 – WAHCONAH HIGH SCHOOL FOOTBALL COORDINATOR. The Wahconah High School Football Representative shall be a member of the Executive Committee with no voting rights. The duties of the 12th Man Wahconah High School Football Coordinator include but are not limited to: Act as a liaison between the Wahconah High School Athletic Department and the 12th Man to organize events which promote unity and morale between the players, staff, families, and community. Such events include but are not limited to hot dog night, youth night, military appreciation night, and other promotional events. Plan, coordinate , and oversee such events as they arise. Work with the Executive Committee to coordinate fundraising events such as cash calendars, the Dunny Golf Tournament, the Goerlach Game Dinner, and any other events sponsored by the 12th Man in fulfilling its role in supporting the Wahconah High School Football Team. Work with the Director of Football Operations to address the needs of the Wahconah High School Football Team in areas such as training, gameday preparation, and game day operations. Work with the media director to disseminate information to the Wahconah Football parents, alumni, and the community regarding events taking place and any other vital information which they may need. Will appoint an assistant coordinator, committees and/or individuals to oversee certain functions within the program that are essential to its operation such as equipment manager, concessions manager, field manager, etc. Such appointments will be presented to the Executive Board for approval.