In accordance with the Articles of Incorporation, the name of this organization is Hawaii Gay Flag Football League, Inc., which may be referred to hereinafter as "HIGFFL," "the League," or "the Corporation."
In accordance with the Articles of Incorporation, the Corporation is organized exclusively for charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The specific charitable purposes for which the Corporation is formed are:
To promote positive social and athletic enjoyment of American Flag Football;
To foster in our members a sense of self-confidence through athletics;
To foster within the Honolulu and broader Hawaii communities, including but not limited to the Lesbian, Gay, Bisexual, and Transgender (LGBT) and allied community, an interest in and appreciation of American Flag Football; and
To foster and promote the self-respect of all LGBT persons and promote respect and understanding from the larger Hawaii community.
The Hawaii Gay Flag Football League seeks to promote positive social and athletic enjoyment of American Flag Football. Through our inclusive athletic and social programs, we also seek to foster within our members a sense of self-confidence. Through our league events, we seek to foster and promote self-respect within our LGBT community while also fostering and promoting respect and understanding of the LGBT community from the broader Honolulu and Hawaii communities.
HIGFFL is a nonprofit corporation as defined in the Hawaii Nonprofit Corporations Act and is incorporated in the State of Hawaii.
In accordance with the Articles of Incorporation, no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. Furthermore, the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
In accordance with the Articles of Incorporation, the Corporation is nonprofit in nature and shall not authorize or issue shares of stock. No dividends shall be paid and no part of the income or profit of the Corporation shall be distributed to its members, directors, or officers, except for services actually rendered to the Corporation
In accordance with the Articles of Incorporation, in the event of corporate dissolution, no member or other private individual shall be entitled to share in the distribution of any of the Corporation's assets. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the 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 so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
These Bylaws shall provide for the governance and management of the Corporation, and delineate the rights and obligations of its members and the Board of Directors ("the Board").
These Bylaws shall be adopted by a unanimous vote of the initial Board of Directors as specified in the Articles of Incorporation.
These Bylaws may be amended by a two-thirds vote of the Board present at either a scheduled Board meeting or at a special meeting held for this purpose, provided that a quorum of Board members are present. Tnese Bylaws may also be amended by a two-thirds majority vote of Voting Members (as defined in Article VI, Section B of these Bylaws) present at the Biennial Meeting or Special Meetings as delineated in Article VII of these Bylaws.
HIGFFL seeks to.encourage participation in the athletic and social aspects of the League by a wide array of community members, irrespective of age, sex, gender identity, sexual orientation, prior football experience, or athletic ability.
Any person who wishes to participate in HIGFFL athletic and social events and accepts its purposes and mission is eligible for membership consideration. To become a member of the League, a candidate must be a minimum of 18 years of age. Any individual desiring to participate in any HIGFFL-sponsored athletic event-to include practices, scrimmages, tournaments, or competitions-must sign a liability waiver prior to participation.
Current Members are active, current participants in the athletic purposes of the League. Current Members are further categorized as Players, Coaching Staff, or Officials. A Current Member may be a member of multiple sub-categories simultaneously.
Players.
Players are those individuals who:
Play flag football on any HIGFFL-related team or at any HIGFFL-sponsored scrimmages or practices;
Intend to play flag football in an HIGFFL season or on an HIGFFL-sponsored travel team;
Have signed a liability waiver; and
Have paid all applicable membership dues, participation fees, equipment fees, and other fees, both residual, and present.
Coaching Staff.
Coaching Staff are those individuals who:
Coach or assist in coaching one or more HIGFFL-related teams or developmental clinics;
Have signed a liability waiver; and
Have paid all applicable membership dues, participation fees, equipment fees, and other fees, both residual, and present.
Officials.
Officials are those individuals who:
Officiate at one or more HIGFFL-related athletic event;
Have signed a liability waiver; and
Have paid all applicable membership dues, participation fees, equipment fees, and other fees, both residual, and present.
Rights and Responsibilities of Current Members.
All Current Members meeting the requirements of Sections B.1-B.3 shall be eligible to be nominees for and elected to positions on the Board of Directors, including officer positions.
All Current Members meeting the requirements of Sections B.1-B.3 shall be eligible to serve on committees.
All Current Members shall abide by the Bylaws of the Corporation and fulfill such other responsibilities of membership as determined by the Board including but not limited to:
Participation in fundraising activities;
Purchasing, renting, or borrowing from third-parties their own athletic equipment;
Maintaining in good condition and returning after use any athletic equipment or property that may be loaned to the member by the League;
Self-funding any travel and other expenses related to tournament attendance except those expenses that may be covered at the discretion of the Board by League fundraising or sponsorship; and
Abiding by the code of conduct delineated in Section D of this Article.
In the case of financial hardship, extenuating circumstances, or participation in fundraising, the Board of Directors may choose to waive or modify some or all of the dues or fee requirements in accordance with Article XII, Section F of these Bylaws.
Voting Rights.
In addition to meeting the requirements in Sections B.1-B.4 of this Article, in order to obtain voting rights in a given calendar year, a Current Member must: (1) participate in at least one full season of HIGFFL-sponsored league play during that year; or (2) participate on at least one HIGFFL-sponsored travel team during that year. Current Members meeting one or both of these additional requirements are designated as Voting Members for that calendar year.
All Voting Members shall be entitled to vote on issues presented to them by the Board, whether at annual member meetings, or at special member meetings.
All Voting Members shall be entitled to nominate and vote to elect members of the Board of Directors, including officer positions.
Members-not-in-good-standing.
Absent a determination by the Board of Directors to waive or modify dues or fee requirements for a member in accordance with Section B.4.g. of this Article and Article XII, Section F of these Bylaws, any member who fails to meet dues or fee requirements as stipulated in Sections B.1-4. of this Article, will be designated as a Member-not-in-good-standing.
A Member-not-in-good-standing relinquishes the rights delineated in Sections B.4. and B.5. of this Article.
A Member-not-in-good-standing may regain status as a Current Member by paying all outstanding dues and fees in accordance with Article XII, Section F of these Bylaws.
All individuals who wish to participate in the social aspect of the League, or serve as boosters or supporters, but who do not meet the requirements of sections B.1-3. of this Article, will be considered Supporting Members.
Rights and Responsibilities of Supporting Members.
At the discretion of the Board, Supporting Members may serve on committees, participate in fundraisers or social activities, and may be nominated to serve on the Board of Directors.
Supporting Members must abide by the same code of conduct as Current Members, as delineated in Section D of this Article.
Supporting Members must self-fund any travel and other expenses related to tournament attendance except those expenses that may be covered at the discretion of the Board by League fundraising or sponsorship.
Supporting Members are not considered Voting Members as defined by Section B.5. of this Article unless such members qualify by virtue of membership in categories defined by Sections B.1-B.3. of this Article.
Members of the League shall be respectful of all members, opposing teams, officials, and tournament attendees, and shall refrain from disruptive activity during League functions. Members are expected to respect the dignity and rights of others and avoid the appearance of impropriety in dealing with others.
Any member who intentionally causes physical injury to another member will be subject to disciplinary action by the Board up to and including potential permanent exclusion from the League.
Any member who acts in a manner disrespectful to another member, opposing team, coach, official, or spectators may face disciplinary action by the Board.
Any member whose actions reflect negatively on the League may face disciplinary action by the Board.
Any member accused of violating this code of conduct shall have the right to present herself or himself to the Board with regards to the behavior in question.
A member may not be expelled from the League without a two-thirds majority roll call vote of the Board.
The Secretary of the Corporation shall keep a list of all Current and Supporting members of the League to include the status of each member (i.e., Voting Members, members-not-ingood-standing, and prospective members). The Treasurer shall inform the Secretary of any member who is to be placed in the status of member-not-in-good-standing for failure to pay dues or fees.
A biennial meeting of the members shall be called by the Commissioner no later than February 28 of odd-numbered calendar years for the purpose of providing a preliminary financial report, fiscal projections of the Corporation, and to elect members of the Board of Directors. Notice of this meeting shall be announced at least two weeks prior to the date of the biennial meeting. Notice may be made in-person or by email distribution to all eligible Voting Members.
The elections for the Board of Directors shall occur at the Biennial Meeting.
Nominations: Nominations of candidates for the Board of Directors may occur by selfnomination, member nomination, Board nomination, or nomination in session.
Self-Nomination: Those individuals seeking to hold an office on the Board of Directors shall submit a letter of intent to the Secretary of the Corporation a minimum of one week prior to the Biennial Meeting. The self-nomination letter must include, at a minimum, the position for which the member is running and a brief description of the member's background, experience, and skills that qualify the member for the position.
Member Nomination: Voting Members may nominate any other Current Member or Supporting Member to hold an office on the Board of Directors. The member or members nominating individuals in this manner shall submit a letter of nomination to the Secretary of the Corporation a minimum of one week before the Biennial Meeting. The nominating letter must include, at a minimum, the name of the nominee, the position to which the member is nominating the nominee, and a brief description of the nominee's background, experience, and skills that qualify the nominee for the position.
Board Nomination: The current Board of Directors may nominate any member or non-member to hold an office on the Board of Directors by simple majority vote at any meeting of the Board of Directors, regular or special, provided that meeting occurs at least one week prior to the Biennial Meeting.
Nomination in Session: During the Biennial Meeting, Voting Members may choose by a simple majority vote to open the floor for additional nominations. Once the floor is open for nominations, any Voting Member may nominate an individual for office. All nominations made in this fashion must be seconded by another Voting Member in order to be considered.
Conduct of Elections: Elections may be held by voice vote or secret ballot. Unless a secret ballot vote is requested by the membership, a voice vote will be the default method of voting. Any Voting Member may request a vote by secret ballot. If 10 or more Voting Members request a vote by secret ballot, then the voting method for the elections will be by secret ballot.
Voice Votes: In the event of a voice vote, the current Commissioner or other presiding officer shall initiate the voting process after all nominations have been received.
The Commissioner or other presiding office shall begin by reading the nominations for Commissioner.
Once all nominees for Commissioner have been read, each candidate in alphabetic order from A-Z by last name shall have one (1) minute to address the Voting Members.
Once all nominees for Commissioner have spoken, the Commissioner shall call for a voice vote.
If, in the opinion of the presiding officer, there is a clear winner by simple majority, the presiding officer will state the winner.
If, in the opinion of the presiding officer, there is no clear winner, the presiding officer shall call for a roll-call vote.
If a roll-call vote is required, each Voting Member present shall announce his or her vote in turn and the Secretary shall record each vote.
Following a roll-call vote, the presiding officer shall announce the results of the vote.
The procedure in (1)-(3) above shall be followed for remaining open at large Directors.
Secret Ballot: In the event of a vote by secret ballot, the Secretary of the Corporation shall prepare paper ballots and shall distribute the ballots during the Biennial Meeting to all eligible Voting Members in attendance in accordance with Article VI of these Bylaws.
Time and venue permitting, the current Directors present or their designees shall immediately count all valid secret ballots cast.
At minimum one individual who is not running for election must participate or observe the counting of ballots.
If time or venue does not permit immediate counting of ballots, the aforementioned individuals must count ballots at the earliest possible time when all required individuals can convene for that purpose.
The Secretary shall record the final vote tallies for each Board position in writing. All individuals who have counted or observed the ballot counting shall affirm the recorded results by signature.
Time and venue permitting, the current Board shall announce the Board-elect at immediately following the vote counting.
If time or venue does not permit immediate announcement of the Board-elect, the current Board shall announce the Board-elect by email to the membership.
The Board-elect shall assume office thirty (30) days following the counting of ballots in accordance with subsection 2.6. of this section.
Special meetings of the members, for any purpose, may be called by the Commissioner or a quorum of the Board at such times as they deem appropriate.
A majority of the Voting Members shall constitute a quorum. A majority vote of those present shall be sufficient to pass any motion or for an election, unless otherwise provided in the Bylaws.
1. The Board of Directors ("the Board") of the Corporation shall consist of one (1) Commissioner and eight (8) at-large Directors.
The Board shall be the governing body of the Corporation and shall have overall responsibility for its operations. The Board shall have the following responsibilities:
Set policy for the operations of the League;
Engage in long-range planning for the League;
Make final decisions regarding disciplinary situations which arise with League members;
Authorize the expenditure of League funds and the use of League property;
Monitor the financial operations of the League and establish appropriate financial controls;
Approve an annual calendar of activities and meetings for the League and the Board;
Determine membership dues and fees as appropriate
Adopt a budget for the fiscal year;
Designate the depositories for the funds of the Corporation and approve the signatories for such accounts;
Conduct such other business as is necessary for the proper governance, operations, and management of the Corporation.
The Commissioner and Directors of the Board shall serve terms of two (2) years commencing 30 days after the counting of ballots from the Biennial Meeting pursuant to Article VII of these Bylaws.
The Commissioner shall not serve more than two (2) consecutive terms in that role.
Exception: if after serving her or his term there is no eligible nominated individual competing for that office, the otherwise-term-limited Officer shall have the opportunity to run for re-election.
There is no limit to the number of non-consecutive terms an individual may serve in the Commissioner position.
There is no limit to the number of terms, whether consecutive or non-consecutive, an individual may serve in an at-large Director position.
An individual term-limited in accordance with Subsection 2. of this Section may run for election to an at-large Director position.
The Board shall assign, by simple majority vote, roles and responsibilities to at-large Directors. Such assignments shall include Officer roles other than Commissioner as described in Article IX of these Bylaws.
The Board shall meet in person a minimum of four ( 4) times per year on days and at times agreed to by the majority of the Board. Additional meetings of the Board may be called at any time by the Commissioner or by a quorum of the Board. Written notice or electronic communication of the meeting shall be given to Board members at least one (1) week in advance; however, under extenuating circumstances, a meeting may be held without written notice.
The Board may also conduct business virtually or electronically through any means available to all Board members, including but not limited to email, teleconference, and video teleconference.
The presence of a majority of the Board shall constitute a quorum at any duly called meeting. A majority vote of those present shall be sufficient to pass a motion.
In cases where the Board is conducting business virtually or electronically in accordance with Section D.1. of this Article, a majority vote of the entire Board is required to pass a motion.
At the discretion of the Board, a vacancy may be filled by a 2/3 majority vote of the remaining members of the Board at any regular meeting or at a special meeting held for this purpose.
A Commissioner or Director desiring to resign is required to submit such resignation in writing to the Board. Such resignation shall be effective upon receipt thereof by the Board, or upon such later date as may be specified in the resignation.
Any member of the Board may be removed from office prior to the end of his or her term by a 2/3 majority roll call vote of the Board. A special meeting may be called for this purpose.
A member of the Board may be asked to resign or be removed if:
The member misses two (2) or more scheduled meetings during a calendar year;
The member shares proprietary information;
The member's actions are deemed to be detrimental to the Corporation.
The Commissioner shall be the chief executive officer of the Corporation, shall oversee the long-term goals and purposes of the Corporation and shall execute all policies and procedures set by the Board.
The Commissioner shall preside at all meetings of the Board and may serve as an ex officio member of all committees and shall carry out such other duties as may from time to time be assigned by the Board.
The Commissioner shall serve as the designated liaison to the National Gay Flag Football League.
The Vice Commissioner shall oversee the football operations of the Corporation, including setting season schedules, drafts, tournaments, and skill clinics.
The Vice Commissioner may enlist the help of any at-large Director or committee member to fulfill these duties.
The Vice Commissioner shall perform the duties of the Commissioner during the Commissioner's absence or incapacity.
The Vice Commissioner may serve as an ex officio member of all committees and shall carry out such other duties as may from time to time be assigned by the Board.
The Treasurer shall serve as the chief financial officer of the Corporation.
He or she shall oversee the financial books and records of the Corporation; shall present the annual financial report to the members, and shall give periodic reports as requested by the Board.
The Treasurer shall analyze all financial records for the purpose of auditing past actions and creating forecasts for future requirements and goals; develop a yearly operating budget; draft and file all annual financial filings required by the IRS and the State of Hawaii.
The Treasurer shall serve as the Chair of any finance committee; shall negotiate agreements for professional services for the Corporation; negotiate insurances and liabilities and perform any other duty directed by the Board.
The Treasurer may enlist the help of any at-large Director or finance committee member to fulfill these duties.
In instances where the sitting Treasurer is not re-elected for a subsequent term, the outgoing Treasurer shall remain on the Board, in an advisory capacity and without voting rights, until such date that the accounting of the current fiscal year is completed and filed with the Corporation's accountant or appropriate government authorities. During said time, both the acting Treasurer and departing Treasurer shall work together to complete and file the necessary reports for the fiscal year.
The Secretary shall record and preserve the minutes of all meetings of the membership and the Board and carry on such correspondence on behalf of the Corporation.
Additionally, the Secretary shall oversee the records of the Corporation, and perform such other duties as be required by law or determined by the Board. Minutes shall be provided within fifteen (15) days of all meetings for approval and after such approval be made available immediately in electronic copy. A hard copy of the minutes of all meetings shall be kept in one file at the Corporation's principal location as listed in the Articles of Incorporation.
In instances where the sitting Secretary is not re-elected for a subsequent term, said Secretary is to transfer all documents and records of the Corporation to the Secretary elect no later than 14 days after the most recent election.
The Secretary shall oversee all publicity activities for the Corporation. The Secretary may enlist the help of any at-large Director or committee member to assist with publicity and outreach.
In the event of a Board-approved leave of absence or incapacitation of the Commissioner, Vice Commissioner, Treasurer, or Secretary, the Board shall designate a member to carry out the duties of that office until such officer is able to resume his or her duties, or until a new officer is chosen.
The Board shall have the sole authority to appoint and remove staff as determined by the needs of the organization.
Officials: Officials for scrimmages, seasons, and tournaments shall be appointed by the Vice Commissioner or designee.
The Vice Commissioner shall consider any qualified individual who has expressed interest in officiating for the League.
Any individual appointed as an official shall retain that position until such time as the appointee resigns or is remov:ed by the Board.
The Board may remove an appointee from an officiating position by a two-thirds majority vote at any regular or special meeting of the Board of Directors.
Additional Support Staff: As required in the course of operations, additional support staff may be appointed by the Board or its designee.
The Board or its designee may consider any member of the League for Support Staff positions. Any person who wishes to apply for a position should make his or her intentions known to the Board or its designee.
Any individual appointed to a Support Staff position shall retain that position until such time as the appointee resigns or is removed by the Board.
The Board may remove an appointee from a Support Staff position by a two-thirds majority vote at any regular or special meeting of the Board of Directors.
Officials: Officials may be volunteers or paid for services.
The Board, at the recommendation of the Vice Commissioner, shall set a policy for the reasonable payment of officials for seasons or tournaments.
Any payments made to officials are to be made exclusively for services rendered to the League by those officials.
In setting the compensation rate, the Board shall consider: the compensation paid by comparable organizations for comparable positions, the budget of the Corporation, and the qualifications of the officials.
The Board of Directors shall establish the officials' compensation policies by simple majority vote at any regular or special meeting of the Board of Directors.
All Other Staff: The Board of Directors may establish fair and adequate compensation, if any, for support staff positions.
The Board shall set initial compensation rates for staff positions by a simple majority vote when such compensation is deemed appropriate by the Board.
Once compensation for a position has been set by the Board, the Board shall review that compensation annually.
Any compensation payments made to support staff are exclusively for services rendered to the League.
In setting the compensation rates for any support staff positions, the Board shall consider: the compensation paid by comparable organizations for comparable positions, the budget of the Corporation, and the qualifications of the individuals appointed to such positions.
Any duties assigned to any unfilled official or support staff position will fall to the Board or its designee until said position is filled.
The Board may create any committee(s) which it believes will result in the effective management of the League and appoint a Chairperson to lead that committee.
Each committee member may be a member of the League or a community member, as long as such individual actively supports the mission of the League.
The Commissioner and Vice Commissioner, or their designees, shall be ex officio members of all committees.
The tenure of each committee shall expire upon Board approval of the completed project.
Members' names, addresses, email addresses, and phone numbers are kept in strict confidence. Those League Members, Staff, and Board members who are supplied with this information are strictly prohibited from utilizing said information for any other purpose other than purposes related to the League. If any member of the League, its Staff, or Board is found to have violated this confidentiality, it shall be grounds for immediate dismissal.
Members shall not transact business under the name of the League or claim to represent the League in any manner without explicit approval of the Board.
Election to become a member of the League constitutes permission for the League to use, publish, and display your name, image, photograph, voice, and other likeness and/ or any biographical information you may provide to the League, in any and all media now known or hereafter discovered, worldwide, throughout the universe and on the Internet, in perpetuity, for promotional and marketing purposes and for institutional promotion, without notification, review, approval or compensation. Upon joining the League each member is entering an agreement to abide by these rules.
Members may request that their information and likeness not be used publicly or in specific situations. The Board shall honor all reasonable requests of this nature.
The fiscal year of the Corporation shall begin on February 1, and end on January 31 of the following year.
All monies received by the League shall be deposited in accounts designated by the Board.
The authorized signatories on all League accounts shall be the one or more Board Officers. If the Officers are not eligible or available to be a signatory on an account, an at-large Director of the Board may be designated as a signatory by a majority vote of the Board as a whole.
By February 28 of each calendar year, the Treasurer shall submit the financial records of the Corporation for the prior fiscal year to the Board.
At each Biennial Meeting, the Treasurer shall submit to the membership a written report regarding the finances of the Corporation for the prior fiscal year and for the current fiscal year to date.
Membership dues may be established by the Board by simple majority vote. Any increase in membership dues must be reported to all active members thirty (30) days prior to said dues being collected.
The Treasurer, or designee, shall be responsible for collecting dues and any other fee payments from members.
Payment may be made in any manner deemed acceptable by the Board. A receipt of payment will be issued to the member at the time of payment and a yearly statement of payments will be available to each member, upon request to the Treasurer.
Upon request by a member, the Board may review a situation of financial hardship. The Board, after reviewing a member's evidence of financial hardship, shall decide whether to reduce, defer, or cancel the dues or fees of such member if the member's continued membership serves the best interest of the League.
The Board, by a two-thirds majority roll call vote, is authorized to terminate the membership of any member who fails to meet his financial obligations to the League.
A budget shall be submitted to the Treasurer for all projects the costs of which are anticipated to exceed $500.
The Director or committee member designated by the Board to lead a project is responsible for submitting a detailed budget to the Treasurer no later than 30 days prior to incurring expenses for the project. If a project has anticipated costs in excess of $2,000.00, the budget must be submitted 60 days prior to incurring expenses.
All project budgets exceeding $500.00 shall be approved by a simple majority vote of the Board prior to expenses being incurred.
Pending availability of funds and accounting for upcoming budgeted projects, the Commissioner, Vice Commissioner, or the Treasurer may approve incidental or minor expenditures up to $150.00. The officer approving the expense shall notify the remaining officers of the approval as soon as practicable.
Pending availability of funds and accounting for upcoming budgeted projects, expenditures greater than $150.00 but less than $500.00 may be approved jointly by any two of the following: the Commissioner, Vice Commissioner, or the Treasurer. The approving officers shall notify the remaining officer of the approval as soon as practicable.
Receipts or invoices for all expenses shall be submitted to the Treasurer or designee for reimbursement and record keeping within one (1) week of expenditure. If receipts or invoices are not submitted to the Treasurer within one (1) week of expenditure, the individual(s) requesting reimbursement must present the expenditure(s) to the Board prior to the Treasurer fulfilling the reimbursement.