Section 1.1 PURPOSE AND OBJECTIVES. The purpose of the Lakewood Youth Football Association (hereafter "LYFA" or the "corporation") is to organize and conduct a football program for youngsters grades K through 8th (between 5 and 14 years of age). LYFA shall be a member of the Jefferson County Midget Football Association ("JMFA"), and LYFA′s program shall be open to players in LYFA′s area who meet eligibility requirements as defined in the rules and by-laws of JMFA. The objectives of LYFA shall be to teach participants basic football skills and fundamentals, instill good sportsmanship and promote the life-long benefits of physical fitness.
Section 1.2 PRINCIPAL OFFICE. The principal office of the corporation in the State of Colorado shall be located at the residence of the President of LYFA. The corporation may also maintain a post office box mailing address as the Board of Directors may designate.
Section 1.3 REGISTERED OFFICE. The registered office of the corporation, required by the Colorado Revised Nonprofit Corporation Act (the "Act") to be maintained in the State of Colorado, may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.
MEMBERS; ELECTION OF TEAM REPRESENTATIVES
Section 2.1 MEMBERS. There shall be one class of membership in LYFA. One membership shall be granted to each football team participating in LYFA (each, a "Team")
Section 2.2 ELECTION OF TEAM REPRESENTATIVES. Each Team shall be comprised of the Team players, the parents or legal guardians of such players, coaches, one or more Team Parents, and a Team Representative. Each Team shall hold a meeting prior to December 1 of each year for the purpose of electing a Team Representative for the following calendar year. The parents or legal guardians of each registered LYFA player shall collectively be entitled to one vote in the election of the Team Representative, who shall also serve as the Team′s representative on the LYFA Board of Directors for the following calendar year. A majority of the Team members entitled to vote shall constitute a quorum for the meeting. If a quorum is present, the affirmative vote of the majority of the Team members present at the meeting and entitled to vote shall be necessary to elect the Team Representative. No votes by proxy shall be allowed in the election of the Team Representative.
BOARD OF DIRECTORS
Section 3.1 GENERAL POWERS; MEMBERS OF THE BOARD. The business and affairs of the corporation shall be managed by its Board of Directors. The voting members of the Board of Directors shall be each of the Team Representatives elected by the LYFA Teams and the Executive Council Officers.
Section 3.2 PERFORMANCE OF DUTIES. A director of the corporation shall perform his or her duties as a director, including his or her duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such judgment as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b), and (c) of this Section 3.2; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any liability by reason of being or having been a director of the corporation. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely upon are:
(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(b) Counsel or other persons as to matters which the director reasonably believes to be within such persons′ professional or expert competence; or
(c) A committee of the board upon which he or she does not serve, duly designated in accordance with the provision of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
Section 3.3 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall initially be 17 (10 Team Representatives, 7 Executive Council Officers) and shall thereafter be as determined by the Board of Directors, depending upon the number of Teams who are participants in LYFA. Each director shall hold office for a period of one calendar year (Executive Council three years alternating with the President, Treasurer, Registrar, and Recruiting/Flag Program Coordinator on the same cycle, and the Secretary, County Rep, and Vice President on the same cycle) or until his or her successor shall have been appointed and qualified. Directors must be a natural person eighteen years of age or older.
Section 3.4 REGULAR MEETINGS. Meetings of the Board of Directors shall be held monthly at a time and place as designated by the Board. At each meeting, the Board shall provide, by resolution, the time and place for the holding of the next regular meeting without notice other than such resolution. The outgoing Board of Directors and the newly-elected Board of Directors shall meet together at the regularly scheduled December meeting for the purpose of organization, exchange of records, and any other business that may properly be brought before the meeting.
Section 3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any four directors. The person or persons authorized to call special meetings of the Board of Directors may fix the date, time and place for holding any special meeting of the Board of Directors called by them.
Section 3.6 NOTICE. Written notice of any special meeting of directors shall be given as follows: (a) by e-mail to each director at his or her personal e-mail address at least three business days prior to the meeting; or (b) by personal delivery at least twenty-four hours prior to the meeting to the residence address of each director. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.
Section 3.7 QUORUM. A majority of the number of directors fixed by or pursuant to Section 3.3 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 3.8 MANNER OF ACTING. Except as otherwise required by law or by the Articles of Incorporation or these Bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the event of a tie vote, the presiding officer shall break the tie. All meetings of the Board of Directors shall generally be governed by the procedural rules set forth in the most recent edition of Roberts′ Rules of Order, to the extent practicable.
Section 3.9 ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors or by a committee thereof at a meeting may be taken without a meeting if each and every member of the Board of Directors in writing either (a) votes for such action; or (b)(I) votes against such action or abstains from voting and (II) waives the right to demand that the meeting be held.
Section 3.10 PARTICIPATION BY ELECTRONIC MEANS. Any members of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board of Directors or committee by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
Section 3.11 VACANCIES. A vacancy occurring on the Board of Directors due to the resignation or removal of a Team Representative shall be filled by the relevant Team′s election of a new Team Representative who shall serve as that Team′s representative to the Board of Directors.
Section 3.12 RESIGNATION. Any director of the corporation may resign at any time by giving written notice to the President or the Secretary of the corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.13 REMOVAL. Any director of the corporation may be removed (a)(I) if such director fails or is unable to attend either three consecutive regular monthly meetings of the Board or four regular monthly meetings of the Board during a calendar year, and (II) such director′s removal is confirmed by the affirmative vote of 2/3 of the members of the Board; or (b) by the Team which is represented by such director if 2/3 of the members from the relevant Team vote affirmatively to remove such director from the Board and as a Team Representative.
Section 3.14 COMPENSATION. Directors shall not receive any compensation for their services.
Section 3.15 PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 4.1 EXECUTIVE COUNCIL OFFICERS. The following officers of the corporation shall constitute the Executive Council: President, Vice President/Treasurer, Secretary, Equipment Manager, and JMFA Representative. Executive Council officers shall also serve as voting members of the Board of Directors. Two or more officers may be combined in one person, except the President/Director and Treasurer, And the offices of the President and County Representative shall not be so combined.
Section 4.2 ELECTION AND TERM OF OFFICE. 5 of the 7 Executive Council officers shall be elected by the then-current Board of Directors every third year at the November meeting of the Board of Directors. The newly elected Executive Council shall hold office for the following three calendar years. The other positions will be appointed by the 5 elected executive council members. Each officer shall remain in office until his or her successor shall have been duly elected and shall have qualified, until he or she shall resign, or until he or she shall have been removed in the manner hereinafter provided.
Section 4.3 REMOVAL. Any officer may be removed by the Board of Directors at any time, with or without cause by the affirmative vote of 2/3 of the members of the Board.
Section 4.4 VACANCIES. A vacancy in any office because of resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.5 PRESIDENT. (Elected Executive Member.) The President shall be the executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He or she shall, when present, preside at all meetings of the members and of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be the chairperson of the Coach Selection Committee (charged with securing and approving coaches) The President shall be the liaison between Lakewood High School and LYFA (the President may appoint assistant officers to perform that function). The President shall appoint assistant officers for coaching coordination (Coaches Coordinator). The President shall be the vice-chairperson of the Coaches Committee.
Section 4.6 VICE PRESIDENT /TREASURER (Elected Executive Member.) The Vice President shall, in the absence of the President or in the event of his or her death, inability or refusal to act, perform all 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 or her by the President or by the Board of Directors. He or she shall oversee all back ground checks for board members, coaches, assistant coaches, team parents, and team representatives each year. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks or other depositories as shall be selected in accordance with the provisions of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The Treasurer shall be charged with the responsibility of keeping a record of all financial transactions and reporting the financial position of the corporation to the Board of Directors at each regular meeting. He or she shall pay bills upon presentation of suitable vouchers, receipts, or invoices. All checks must have signatures of the President and Treasurer. The Treasurer shall be charged with responsibility for all LYFA assets including player equipment, field equipment, uniforms and other such assets. The Treasurer may appoint, with the Executive Council′s approval, an assistant officer to perform these duties. The Treasure will distribute checks by the last business day of the month after a request has been made. The Treasurer will keep LYFA current with the Secretary of State of Colorado by filing a document online by May 1st each year.
Section 4.7 SECRETARY (Elected Executive Member.) The Secretary shall, in the absence of the President and Vice President/Treasurer or in the event of their deaths, inability or refusal to act, perform all 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 or her by the President or by the Board of Directors. The Secretary shall: (a) keep the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose; (b) keep a list of all members of LYFA and their mailing addresses; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be custodian of the corporate records; (e) attend to such correspondence and reports as may be required for the corporation; and (f) 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 or her by the President or by the Board of Directors. The Secretary shall be in charge of the website and shall appoint, with the Executive Council’s approval, an assistant officer for website coordination (Website Coordinator). The Secretary shall have the Website Coordinator provide a link on the LYFA website to request an electronic copy of the meeting minutes. The Secretary shall appoint the field coordinators who will set up and take down fields on game day. The Secretary shall obtain all field permits for the football season and shall appoint team field assignments.
Section 4.8 JMFA REPRESENTATIVE (Elected Executive Member.) The JMFA Representative shall attend all JMFA Board meetings as a voting member thereof. Particular responsibilities will include JMFA rule changes and scheduling, and may also include JMFA responsibilities assigned by the JMFA Board. The JMFA Representative, along with the President, will act as liaison between LYFA and JMFA and represent the opinion of LYFA at the JMFA Board meetings. The JMFA Representative is also responsible for reporting all significant JMFA Board proceedings to the LYFA Board and for conveying JMFA information to the appropriate LYFA personnel (i.e., coaches, managers, etc.).
Section 4.9 Registrar and Recruiting/Flag Coordinator Appointed by the 5 elected executive council members.)
- Registrar. The Registrar works with the Treasurer in the entry and upkeep of the player registration records as well as the assessment and collection of the fees for all the registered players and team sponsors. The Registrar shall check on the online registration 2-3 times per week to place players who have registered in the appropriate place. The Registrar shall also plan and coordinate team weigh-ins and oversee all “Black Books.”
- Recruiting / Flag Coordinator. The Recruiting / Flag Coordinator shall oversee the Flag Program and be engaged in the promotion of LYFA to the Lakewood Community and the recruitment and retention of players. They shall promote LYFA programs and activities by utilizing local media (print and broadcast) in the following manner:
- Magnets and Promotional item give aways at local schools and events
- Coordinate LYFA night at a Lakewood High School football game each season.
- Produce recruiting and highlight videos for airing in local elementary and middle schools, as well as on the LYFA website
- Publish banners and flyers for placement on the schools and local business promotion LYFA recruiting drives and activities.
Section 4.10 ASSISTANT OFFICERS. The remaining officers of the corporation shall be assistant officers, shall not be members of the Executive Council, and shall be appointed by various Executive Council officers as provided below. Each assistant officer shall hold office until his or her successor shall have been duly elected and shall have qualified, until he or she shall resign, or until he or she shall have been removed by the officer who appointed him or her. These positions shall not be members of the Board of Directors or accorded voting privileges.
Section 4.11 ASSISTANT OFFICERS REPORTING TO THE JMFA REPRESENTATIVE. The following positions shall be appointed by the JMFA Rep, with approval by the Executive Council, for a term to coincide with that of the appointing JMFA Rep. These positions shall not be members of the Board of Directors or accorded voting privileges.
(a) Alternate JMFA Representative. The Alternate JMFA Representative shall perform the duties of the JMFA Representative in the event of the failure or inability of the JMFA Representative to do so.
Section 4.12 ADDITIONAL ASSISTANT OFFICERS. Such other assistant officers as may be deemed necessary may be appointed by the Board of Directors. Any two or more offices may be held by the same person.
Section 4.13 TEAM REPRESENTATIVES. Team Representatives shall be elected as provided in Section 2.2 and shall be voting members of the Board of Directors. Since the Team Representative will act as liaison between parents and the coaching staff, as well as represent the Team on the Board of Directors, he or she may not be a Head Coach or a member of the Executive Council. The Head Coach of the team may vote by proxy in the absence of his/her team’s representative during monthly meetings. It is highly recommended that the Team Representative attend all practices and games. The Team Representative will:
- Collect registration documents (birth certificate, physician’s certificate, proof of residency, etc.) as notified by the Age Group Coordinator or Registrar.
- Distribute, collect, and keep Code of Ethics forms from all parents.
- Be responsible to work weigh-in for the Team, or find a competent Team representative to do so.
- Be responsible to recruit sideline crew (chains, down marker, scorekeeper, play counter) for games.
- Be responsible for ensuring that the Team’s spectators remain orderly and off the playing field as outlined in JMFA’s Bylaws.
- Be directly involved in Team grievances.
- Attend regular and special meetings of the LYFA Board of Directors.
- Be responsible for ensuring that parents fill out Coach Evaluations at the end of each season
Section 4.14 COMPENSATION. All officers shall serve without compensation.
Section 4.15 LOANS TO OFFICERS. No loans shall be made by the corporation to any officer, director of the corporation, or any other person.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.1 CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 5.2 LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 5.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 5.4 DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or other depositories as the Board of Directors may select.
Section 5.5 CONTRIBUTIONS. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes of or for any special purposes of the corporation.
The officers, directors, committee members, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to sex, race, religion, national origin, sexual orientation, or age (other than age requirements for players).
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the members and the Board of Directors.
The fiscal year of the corporation shall end on the last day of December in each calendar year.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the affirmative vote of 2/3 of the current members of the Board of Directors.
Section 10.1 BYLAWS COMMITTEE. The Bylaws Committee shall ensure that LYFA′s Bylaws are clear, up to date, meet the needs of the corporation, and are in compliance with JMFA’s requirements. The Bylaws Committee shall meet as necessary to review the Bylaws and recommend necessary changes to the Board of Directors. The following officers of LYFA shall constitute the Bylaws Committee: President (who shall be chairperson), Vice President, Treasurer, County Representative, and Secretary.
Section 10.2 COACH SELECTION COMMITTEE. The Coach Selection Committee shall be responsible for the approval of all LYFA head and assistant coaches, ensuring that they are qualified, capable, and follow the Coaches′ Code of Ethics, as well as LYFA and JMFA rules and regulations. The Coach Selection Committee shall:
- Review coach evaluation forms from parents and Coaches Committee.
- Review / clarify any objections from membership.
- Ensure that candidates provide information for JMFA background check.
The following officers of LYFA shall constitute the Coach Selection Committee: President (who shall be chairperson), Executive Council members, and Coaches Coordinator.
Section 10.3 COACHES COMMITTEE. The Coaches Committee shall endeavor to improve the quality of coaching for all LYFA teams by ensuring that all coaches are properly trained and equipped to instruct players. The responsibilities of the Coaches Committee shall include:
- Coaching Clinics: Identify, evaluate, and publicize coaching clinics (NFL/NFF clinic, etc) and encourage/mandate attendance. Develop position coach clinics with LHS coaching staffs and LYFA experts.
- Player Clinics: Identify, evaluate, and publicize clinics/camps (CU, CSM, NFL JPD, etc) for players.
- Resource Library: Create LYFA Resource Library for coaches. Distribute materials already in possession of LYFA coaches. Budget for training materials (books/videos). Work with Lakewood Library to expand selections for coaching/training.
- Equipment: Assess equipment needs. Assist in planning equipment budget, researching vendors, negotiating prices, and identifying/targeting donors or sponsors.
- NFL Youth Program: Research/Utilize NFL resources (JPD, Fields Fund, NFL Flag, etc) for youth football.
- Flag Football: Operate flag football league as a recruiting tool for 6 & 7 year olds (as well as other ages) and for youngsters that are not interested in playing tackle football (to help build community base and support/awareness of LYFA, as well as increase fundraising and merchandise sales).
- Football Camp: Plan football operations for camp. Work with high school coaching staff to design curriculum.
- Practice/Training. Develop age specific templates for practices, conditioning, and skills training. Develop off-season conditioning/training programs (local speed camp, etc.).
- Safety: Develop "First Aid" training program for coaches as well as protocol for dealing with on-field injuries/emergencies.
- Coach Selection: Assist with evaluation and approval process for potential and existing LYFA coaches.
The following personnel of LYFA shall constitute the Coaches Committee: President (who shall be chairperson), Coaches Coordinator, and all LYFA head coaches.
The following personnel of LYFA shall constitute the Recruiting/PR Committee: Vice President (who shall be chairperson), and Recruiting / Public Relations Coordinators.
Section 10.7 ROSTER COMMITTEE. The Roster Committee shall ensure that players are assigned to Teams in compliance with LYFA and JMFA rules and regulations. The Roster Committee shall:
- Assign registered players to teams.
- Determine the need for additional teams in an age group.
- Rule on requests for player assignment to a particular team.
The following personnel of LYFA shall constitute the Roster Committee: President (who shall be chairperson), and Treasurer or Registrar.
Section 10.8 OTHER COMMITTEES.
Other committees as may be useful or necessary to the corporation may be appointed by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the President of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
Updated 7/15/16 by the LYFA BOD