« on: October 25, 2014, 06:24:57 pm »
Ok, trying to understand why it would be in the clubs best interest in eliminating this? I feel like this could create a conflict of interest for potential candidates in the boards future. Im not trying to go against the grain here, but we are talking about some powerful positions within the disc golf community. I believe the reason for the attorney wanting to include this clause at that time would be to help prevent conflict of interest from happening and help keep the club a creditable 501(c)(3) with the IRS.
(to be tax-exempt under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3), and none of its earnings may inure to any private shareholder or individual. The organization must not be organized or operated for the benefit of private interests, and no part of a section 501(c)(3) organization's net earnings may inure to the benefit of any private shareholder or individual.) IRS.GOV
If you remove this clause you are opening up the by-laws to potential misuse of club activities. This is pretty much like leaving the gate open in the back yard and at some point in time the dog will get out.
(Bold identifies sections to be removed)
President. The President shall be the principal executive officer of the KCFDC
and, subject to the control of the Board, shall in general supervise and control
all of the business and affairs of the KCFDC. They shall, when present, preside
at meetings of the Board. They shall sign, with the Secretary, or any other
proper officer of the KCFDC thereunto authorized by the Board , any deeds,
mortgages, bonds, contracts, or other instruments which the Board has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or by these bylaws to some
other officer or agent of the KCFDC, or shall be required by law to be otherwise
signed or executed; and in general they shall perform all duties incident to the
office of President and such other duties as they may be prescribed by the Board
from time to time. This office must be held by a board member who attributes
less than 51% of their income to disc golf related industries.
Vice Presidents. In the absence of the President or in the event of their death,
inability, or refusal to act, the Vice President of Missouri, unless otherwise
determined by the Board , 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. The Vice President shall perform such other duties as from time to
time may be assigned to him the President or Board. They will each work
within the state that they have been approved through the vote of the existing
Board. In the event that the Vice President of Missouri is unable to perform
said duties, those duties shall then succeed to the Vice President of Kansas. This
office must be held by a board member who attributes less than 51% of their
income to disc golf related industries.
Secretary. The Secretary shall: (a) keep the minutes of the meetings of the
Board in one or more books provided for that purpose or electronically; (b) see
that all notices are duly given in accordance with the provisions of these bylaws
or as required by law; (c) be custodian of the corporate records and of the seal
of the KCFDC and see that the seal of the KCFDC is affixed to all documents
the execution of which on behalf of the KCFDC under its seal is duly
authorized; and (d) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board . This office must be held by a board member who
attributes less than 51% of their income to disc golf related industries.
Treasurer. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the KCFDC; receive and give receipts
for moneys due and payable to the KCFDC from any source whatsoever, and
deposit all such moneys in the name of the KCFDC in such depositories as shall
be selected in accordance with the provisions of Section 4 of Article V of these
bylaws; and (b) in general perform all of the duties incident to the office of
Treasurer and such other duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or by
the Board, or by these bylaws. This office must be held by a board member
who attributes less than 51% of their income to disc golf related industries.
Dose this seem like this would be good for the club?