ARTICLE I

 

NAME AND PRINCIPAL OFFICE

 

1.01   Name.  The name of this organization shall be the American Volleyball Coaches Association, and may also be known as the AVCA.

 

1.02  Principal Office. The principal office for the transaction of business of the organization is hereby fixed at 2365 Harrodsburg Rd, Suite A325, Lexington, KY  40504. The Board of Directors is hereby granted full authority to change the principal office from one location to another.

 

ARTICLE II

 

 MISSION AND PURPOSES

 

2.01  Mission. The mission of the organization is to advance the professionalism, development and growth of the sport of volleyball by providing coaches with educational programs, a forum for opinion exchange and recognition opportunities.

 

2.02  Purposes.  The purposes of the organization shall be

 A.  To instill within the coaches a deeper sense of responsibility for developing, maintaining and conducting the game of volleyball.

  B.  To encourage the playing of volleyball in accordance with the highest traditions of competition.

  C.  To conduct the game of volleyball consistent with the general objectives of education.

  D.  To maintain a membership group representative of all sections of the United States and all levels of competition.

 

ARTICLE III

 

MEMBERSHIP

 

3.01  Categories.  There shall be five categories of membership, all of them non-stockholding members:

  A.  Regular membership shall consist of coaches (including assistant coaches) who are actively engaged in coaching scholastic, club or collegiate volleyball.  Regular members shall have the privilege of voting.

  B.  Associate membership shall consist of volleyball enthusiasts, members of a recognized officials association or any other interested individuals.  Associate members may not vote in the AVCA elections, but may serve on the Board of Directors or on AVCA committees.

  C.  Life membership shall be conferred upon the President of the AVCA at the completion of the term in office and to all AVCA Hall of Fame Inductees.  The Board of Directors may vote to confer Life membership for an individual.  Life members shall have all the privileges of Regular members  but are exempt from paying membership dues.

  D.  Honorary membership may be conferred on any individual who has made a valuable contribution to the AVCA.  A person recommended for Honorary membership shall be approved by the Executive Committee.  Honorary members shall not pay dues but shall not vote. 

  E.  Patron membership may be conferred on any individual, institution or business who has shown an interest in supporting the growth of volleyball.  Patron members shall pay dues, but shall not vote.  

 

3.02  Admission to Membership.  Application for membership shall be made to the Executive Director.    Applicants shall furnish credential information sufficient to determine the class of membership to which they are entitled.    Applications shall be accompanied by applicable membership dues and a signed AVCA Code of Ethics.  If submitting their application online, the applicant must designate that they have read and agreed to the AVCA Code of Ethics.   Within 30 days after receipt of the application, the Executive Director shall inform the candidates for membership that the application has been approved or disapproved, and, if approved, to which class of membership they will be admitted.  Disputes arising over membership issues shall be resolved by the Board of Directors.

 

3.03  Dues. The dues for Regular, Associate and Patron members shall be determined by the Board of Directors.  Life members and Honorary members shall be exempt from the payment of dues.

 

3.04  Membership Meetings.

  A.  Annual Meeting.  The annual membership meeting of the organization may be held each year at the time of the Annual Convention. A majority of voting members registered at the Convention shall constitute a quorum for the transaction of all business including elections. A simple majority vote of those voting members present at business meetings shall be sufficient to transact all business.

  B.  Other Meetings.  Special and other meetings of the membership may be called by the Board of Directors upon reasonable notice or by request of at least 25% of the voting membership.

 

3.05  Code of Ethics and Conduct, Membership Misconduct and Grievance Procedures.  Membership in the AVCA is a privilege granted by the AVCA.  Where the conduct of an individual or organization is determined to be inconsistent with the AVCA's Code of Ethics and Conduct, as adopted by the Board of Directors, or the best interest of the sport of volleyball and of the individuals and organizations the AVCA serves, that membership may be suspended or terminated by the Board of Directors.  The Board of Directors shall follow the Code of Ethics Enforcement Procedures contained in the AVCA Policy Manual.

 

ARTICLE IV

 

  BOARD OF DIRECTORS

 

4.01  Composition.  The business and affairs of the AVCA shall be governed by the Board of Directors (hereinafter, "the Board").  The Board shall consist of elected and appointed members.

A.  Elected Members.  One person shall be elected from each of the following groups:

 1.  President will assume the presidency after having served as

President-Elect;

 2.  President-Elect elected by all members;

 3.  Past President will assume the office after having served as

President;

 4.  Secretary/Treasurer elected by the Board of Directors;

 5.  NCAA Women’s Division I head coaches elected by the NCAA Women’s Division I head coach members;

 6.  NCAA Women’s Division II head coaches elected by the NCAA Women’s Division II head coach members;

  7. NCAA Women’s Division III head coaches elected by the NCAA Women’s Division III head coach members;

  8. Two-Year College head coaches elected by the Two-Year College head coach members;

  9.  NAIA head coaches elected by the NAIA head coach members;

 10. College head coaches of men's teams elected by the college head

coaches of men's teams members;

 11.  A Grassroots member who shall represent the club and junior

segments of the membership elected by club coaches, associate

club directors and club directors;

 12. A Grassroots member who shall represent scholastic (secondary,

middle or elementary) coaches elected by scholastic members;

 13. Any Assistant Coach collegiate member who shall represent assistant college coaches elected by the assistant coach collegiate members;

 

B.  Appointed Members.   Five (5) members shall be appointed.

  1.  At-Large representative from any membership category.  This representative shall be appointed by the Board of Directors and shall be a voting member.

  2.  At-Large representative that shall represent minority coaches.  This representative shall be appointed by the Board of Directors and shall be a voting member.

  3.  An Education and Publications representative, who may be from any membership category.  This representative shall be appointed by the Board of Directors and shall be a non-voting member.

 4.  An Awards representative, who shall be an NCAA Women’s Division I head coach and shall have been actively involved in the awards programs. This representative shall be appointed by the Board of Directors and shall be a non-voting member.

  5.  A legislative representative who shall have a background on legislative matters.  This representative shall be appointed the Board of Directors and shall be a non-voting member.

 

4.02  Eligibility.  To be eligible for election or appointment to the Board, candidates shall be at least 21 years old and shall be active members in good standing on the date of election or appointment and through their terms on the Board.  All current members have the right to seek election as an Officer or Director of the organization if they are active members at the time of the election.

 

4.03  Powers.  The Board of Directors shall have the following powers:

A.  Establish policies of the organization including fiscal policy. 

B.    Select and evaluate the performance of the Executive Director. 

C.   Appoint the Education and Publications representative, the Awards representative, the Legislative representative and the two (2) At-Large representatives.

 

4.04  Terms of Office.  The President-Elect, the President and the Past President shall serve for a one-year term.   All other elected and appointed Directors shall serve for  three-year terms, and may be reelected or reappointed for additional three-year terms.

 

4.05 Elections.

  A.  Nomination Committee. A Nomination Committee of three (3) persons shall be appointed by the President.  The Chair of the Nomination Committee shall be a member of the Executive Committee or the Board, and one additional member of the Board shall serve on the Nomination Committee.  No other person holding office in the organization shall be a member of the Nomination Committee.  No person intending to run for an elected position shall serve as a member of the Nomination Committee. The Nomination Committee shall solicit the membership for candidates for the positions of Director and President or President-Elect.  The members of the Nomination Committee shall prepare its slate before the election.  If voting is to be conducted in person at the Annual Convention, the slate of nominees shall be presented to the membership at least twenty-four (24) hours before the vote.  If voting is to be conducted by mail, the slate of nominees shall be presented to the membership at least fourteen (14) days before the vote.

  B.  Elections. The election of the Board may either be held at the Annual Convention of the organization or made by mail or email ballot in accordance with procedures established and approved by the Board.   Persons, not on the Nomination Committee, desiring to be a candidate for office who were not nominated by the Nomination Committee shall present  their names to the President for inclusion on the ballot.  In either election scenario, the Nomination Committee shall work closely with the AVCA office to develop the appropriate timelines and process.

 

4.06.  Vacancies.  Should there be a vacancy on the Board, including vacancies resulting from an increase in the number of Directors, between normal elections, it shall be filled with persons elected by a majority vote of the remaining Directors.  The Nomination Committee shall be responsible for soliciting candidates for the replacement position and managing the process of securing the required majority approval from the remaining Directors.  Each person so elected shall be a Director for the remaining term of the position and shall be a Director until that person or a successor is elected by the membership during the regular election cycle of the organization.  Nominees for filling any vacancies shall meet all eligibility requirements for the position of Director.  Selection of Directors to fill any such vacancy may be made by mail ballot or email ballot.

 

4.07 Meetings.

 A.  Regular Meetings. The Board shall meet regularly but not less than once per year at which time a quorum of the Board shall be present in person.  Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of the Board at a duly convened meeting, or by a two-thirds majority of the Directors giving written consent.  Notice of each regular meeting of the Board shall be written, shall specify the date, place and hour of the meeting and shall be delivered to each Director at least five (5) days before the meeting, either personally or by mail, fax or response-requested e-mail.

  B.  Special Meetings.  Special meetings of the Board may be called by the President or -Secretary/Treasurer on twenty-four (24) hours written notice to each Director, either personally or by mail, fax or response-requested e-mail.  Special meetings may be called, in like manner, upon the written request of two (2) or more Directors.  Notice of each special meeting of the Board shall specify the date, place and hour of the meeting.  The notice should, but need not, state the general nature of the business to be conducted at such special meeting.  Special meetings of the Board may be conducted through telephone conferences, coordinated by the President, if a quorum of the Directors can participate in the discussion.

 

4.08  Voting.  Each Director, with the exemption of the Education and Publications representative, the Awards representative, and the Legislative representative, shall be entitled to one vote.  The President may not vote except to break a tie.  The Past President or President-Elect shall not vote if acting as President.

 

4.09  Waiver of Notice.  Whenever written notice of a meeting of the Board is required to be given, a waiver thereof, in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting.  Attendance or participation in any meeting of the Board shall constitute a waiver of notice of such meeting except where the person attends or participates for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

 

4.10 Quorum.  At all meetings of the Board, whether the Board is meeting as a Committee of the whole or in regular or special session, at least eight (8) Directors shall be necessary to constitute a quorum for the transaction of business.  The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board, except as may be otherwise specifically provided by law, by the Articles of Incorporation or these Bylaws.  It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted other than by announcement at the meeting at which such adjournment is taken.

 

4.11 Rules of Order.  Robert’s Rules of Order Newly Revised shall be followed.

 

4.12  Actions Without A Meeting.  Any action which may be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Directors.  Such consents shall be filed with the Executive Director.

 

4.13  Conflict of Interest.  No Director or Officer of the organization, member of any committee, employee, paid consultant to or agent/representative of the organization shall participate in the negotiation, evaluation or approval by the organization of any contractual arrangement to which it is proposed that the organization become a party, if such individual would financially benefit, directly from the organization becoming a party to such arrangement. Individuals with a conflict of interest l, upon learning that the organization is proposing to enter into an arrangement in which they have a financial interest, shall promptly notify the President in writing of the existence of such interest, and the President in turn shall disclose such interest to the Board.  The Board may approve further participation by the individual upon an affirmative vote of the Board and recommendation of the President.  In the event of a violation of this Section 4.13, the organization shall have the right to recover from the individual in question his or her financial benefit and to void the arrangement.

 

ARTICLE V

 

 OFFICERS

 

5.01  Officers.  The officers of the organization shall be the President, President-Elect, Past President and Secretary of the Treasury.

 

5.02  Election. The President-Elect, who shall automatically advance to the office of President and then Past President, shall be elected from the membership of the organization.  The election of officers shall be held at the Annual Convention of the organization or by mail or email ballot in accordance with procedures established and approved by the Board.

 

5.03 Term. The term of office for the President, the President-Elect and the Past President shall be one year.  The Secretary/Treasurer shall serve a three-year term.  Any officer may resign at any time by giving written notice to the Board or the Secretary/Treasurer of the organization.  Any officer may be removed by a majority of the Board whenever in its judgment; the best interest of the organization shall be served thereby.  Such removal shall be without prejudice to the contractual rights, if any, of the person so removed.  Any vacancy shall be filled by a majority vote of the Board, such person serving until the next annual election.

 

5.04  Duties.

  A.  President.  The President shall preside at all meetings of the organization, the Board and the Executive Committee, shall appoint all committees not otherwise provided for and shall act as general chair for the Annual Convention.

  B.  President-Elect.  The President-Elect shall act as President in case of absence or physical disability of the President.

  C.  Past President.  The Past President shall act as President in case of absence or physical disability of the President and the President-Elect.

  D.  Secretary of the Treasury.  The Secretary/Treasurer shall have the following duties:

  1.  Maintain custody of the organization's funds and keep adequate and correct accounts of the organization's properties and business transactions;

  2.  May assign fiscal management duties to the Executive Director.

  3.  Perform such other duties as the Board or the President shall prescribe.

  4.   Appoint and maintain oversight of the Finance Committee.

 

ARTICLE VI

 

EXECUTIVE DIRECTOR

 

6.01  Duties of the Executive Director.  The Executive Director shall direct the day-to-day business of the organization. The Executive Director shall perform the duties of the Secretary or may assign these duties to another party.  The Executive Director shall perform such other duties prescribed by the Board or the President.

 

6.02  Selection.  The Executive Director shall be selected by the Board of Directors.  An annual evaluation shall be conducted by the Board and coordinated by the Personnel Committee.

 

ARTICLE VII

 

 COMMITTEES

 

7.01  Executive Committee.  The Executive Committee shall be composed of the President, the President-Elect, the Past President, the Secretary/Treasurer and the NCAA Division I Representative to the Board.  The Executive Director shall serve in an ex-officio non-voting capacity.  The Executive Committee, to the extent provided in these Bylaws, shall have and exercise the authority of the Board in the management of the business and affairs of the organization between Board meetings.

 

7.02  Standing Committees. There shall be the following standing committees of the organization, the members of which, except as otherwise stated, may include any member of the organization in good standing.

 

  A.  NCAA Women’s Division I Committee.  The NCAA Women’s Division I Committee shall consist of members who are NCAA Women’s Division I  coaches.  A Director, elected by all Women’s Division I coach members, shall act as the Chair or may appoint a Division I college coach to serve as Chair, while the Director acts as an advisor. This Committee shall cooperate with Division I coaches and Division I college associations and conferences to encourage interest in volleyball and the AVCA and to encourage attendance at the meetings of the organization.

  B.  NCAA Women’s Division II Committee. The NCAA Women’s Division II Committee shall consist of members who are NCAA Women’s Division II  coaches.  A Director, elected by the all Women’s Division II coach members, shall act as Chair or may appoint a Division II college coach to serve as Chair, while the Director acts as an advisor.  This Committee shall cooperate with Division II coaches and Division II college associations and conferences to encourage interest in volleyball and the AVCA and to encourage attendance at the meetings of the organization.

  C.  NCAA Women’s Division III Committee.  The NCAA Women’s Division III Committee shall consist of members who are NCAA Women’s Division III  coaches.  A Director, elected by all Women’s Division III coach members, shall act as Chair or may appoint a Division III college coach to serve as Chair, while the Director acts as an advisor. This Committee shall cooperate with Division III coaches and Division III college association and conferences to encourage interest in volleyball and the AVCA and to encourage attendance at the meetings of the organization.

  D.  Two-Year College Committee.  The Two-Year College Committee shall consist of members who are junior/community college coaches.  A Director, elected by all junior/community college coach members, shall act as Chair or may appoint a Two-Year college coach to serve as Chair, while the Director acts as an advisor.  This Committee shall cooperate with Two-Year college coaches and associations and conferences to encourage interest in volleyball and the AVCA and to encourage attendance at the meetings of the organization.

  E.  NAIA Committee.  The NAIA Committee shall consist of members who are NAIA college coaches.  A Director, elected by all NAIA college coach members, shall act as Chair or may appoint an NAIA college coach to serve as Chair, while the Director acts as an advisor.  This Committee shall cooperate and work with NAIA coaches and the NAIA to encourage interest in volleyball and the AVCA to encourage attendance at the meetings of the organization.

  F.  Men's Committee.  The Men's Committee shall consist of members who are  college coaches of men's teams.  A Director, elected by members who are college coaches of men’s teams, shall act as Chair or may appoint a Men’s college coach to serve as Chair, while the Director acts as an advisor.  This Committee shall cooperate with coaches of men's teams to encourage interest in volleyball and the AVCA and to encourage attendance at the meetings of the organization.

  G.  Grassroots Committee.  The Grassroots Committee shall consist of Associate members who are scholastic (middle/junior high school or high school), youth or junior club coaches.  Directors, elected by the Associate members who are scholastic (middle/junior high school or high school), youth or junior club coaches, shall act as Chairs or may appoint a middle/junior high school, high school, youth or junior club coach to serve as Chair, while the Directors act as advisors.  This Committee shall cooperate and work with middle/junior high school, high school, youth and junior club coaches and associations to encourage interest in volleyball and the AVCA and to encourage attendance at the organization's meetings.

  H.  Awards Committee.  The Awards Director shall act as advisor and appoint Chairs for each of the AVCA awards programs.  The Awards Director shall oversee all AVCA awards programs in conjunction with the AVCA office staff.  In consultation with the Awards Committee, the Awards Director, with approval from the Executive Director, shall have authority in the selection of awards under the all-America, coach of the year programs and all other AVCA awards.  The Awards Director shall work with the AVCA office to select the types of awards that shall be presented and the dates and times of the presentations.

  I.  Education and Publications.  The Education and Publications Committee shall consist of members representing all membership categories, divisions and associations.  The Education and Publications Director shall act as advisor and appoint a Chair.  This Committee shall recommend changes to current AVCA publications, formats for publication of items of interest to volleyball coaches, publication and education ideas to the Executive Committee and shall critique education and publication projects of the organization.

  J.  Assistant Coach Committee.  The Assistant Coach Committee shall consist of members who are collegiate/high school or club assistant coaches.  A Director, elected by the collegiate/high school or club assistant coach members, shall act as Chair or may appoint an assistant coach to serve as Chair, while the Director acts as an advisor.  This Committee shall cooperate with assistant coaches to encourage interest in volleyball and the AVCA and to encourage attendance at the organization's meetings.

  K.  Convention Program Committee.  The Convention Program Committee, a subcommittee of the Education and Publications Committee, shall consist of members representing the AVCA membership.  This Committee shall assist and coordinate with the AVCA office staff to develop and secure speakers for the education sessions at the Annual AVCA Convention.

L.  Ethics Committee. The President-Elect or the immediate Past President of the Board of Directors shall serve as the Chair of the Ethics Committee.  The Ethics Committee shall consist of five to seven members, representing any membership category, divisions or associations, appointed by the President as needed.  The Ethics Committee shall administer the Code of Ethics and Conduct, including the Code of Ethics Enforcement, Membership Misconduct and Grievance Procedures established by the Board of Directors and outlined in the AVCA Policy Manual.

M.  Nomination Committee.  A Nomination Committee of three (3) persons shall be appointed by the President.  The Chair of the Nomination Committee shall be a member of the Executive Committee or the Board, and one additional member of the Board shall serve on the Nomination Committee.  No other person holding office in the organization shall be a member of the nomination committee.  No person intending to run for an elected position shall serve as a member of the Nomination Committee.  The Nomination Committee shall solicit the membership for candidates for the positions of Director and President-Elect.

N.  Personnel Committee.  The Personnel Committee shall consist of the Past President or the President-Elect, the President and two (2) other Directors appointed or elected by the Directors.  This Committee shall conduct the annual evaluation of the Executive Director.  The Committee may also serve in an advisory capacity on AVCA staffing matters. 

O.  Legislation Committee.  The Legislation Committee shall consist of members representing all NCAA divisions, as well as the NAIA and Two-Year Colleges.  The Legislation Director shall act as advisor and appoint a Vice-Chair.  This Committee shall review legislation concerning eligibility, recruiting, summer camps and other matters, and make recommendations to the membership for  its discussion.  Approved recommendations will be forwarded to the appropriate governing bodies for consideration.

P.  Minority Coaches Committee.  The Minority Coaches Committee shall be chaired by the At-Large Minority Coaches representative.

Q.  Finance Committee.  The finance committee shall be comprised of two or three members of the AVCA Board of Directors and the Chair.  The Secretary/Treasurer shall act in the capacity of Chair.  The finance committee may review the annual financial statements, the annual year-end audit and annual budget.  The committee may provide recommendations on these items to the board.

 

7.03  Ad Hoc Committees.  The President shall have the power to appoint ad hoc committees as needed.

 

ARTICLE VIII

 

 INDEMNIFICATION

 

This organization, to the fullest extent permitted by law, shall indemnify  all persons made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that  they are or were Directors or Officers of this organization or served as a member of any committee hereof.

 

 

ARTICLE IX

 

 FISCAL YEAR

 

The fiscal year of the AVCA shall start on July 1 and end on June 30.

 

ARTICLE X

 

 AMENDMENTS

 

These Bylaws may be amended or revised at the Annual Convention or mid-year meeting of the organization by a two-thirds vote of the Board.  Between the Annual Convention or mid-year meeting, these Bylaws may be changed by a two-thirds proxy vote of the Board.   Proposed amendments must be submitted in writing prior to the Annual Convention or mid-year meeting or a proxy vote.

 

ARTICLE XI

 

 DISSOLUTION

 

Upon the dissolution of this organization, the Board shall, after paying or making provisions for the payment of all the liabilities of the organization, dispose of all of the assets of the organization to such an organization, preferably volleyball-related, that shall at the time qualify as an exempt organization under Section 50 1 (c) (3) of the Internal Revenue Code of 1954.  Any such assets not disposed of shall be disposed of by a court of general jurisdiction of the State of California according to law.