SYA Bylaws 2024

BYLAWS OF THE SAGINAW YOUTH ASSOCIATION, INC.

These rules (referred to as the “Bylaws”) govern the affairs of the SAGINAW YOUTH ASSOCIATION, INC., a non-profit corporation (referred to as the “corporation” organized under the Texas Nonprofit Corporation Act (referred to as the “Act”)

Article I

Principal Office: The principal office of the corporation in the State of Texas shall be located at 410 Windy Ryon Way, Ft Worth, TX, 76179. The Board of Directors may change the location of any office of the Corporation.

Registered Office and Agent: The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principal office and the registered agent as provided in the Act.

Article II

2.01 Identification of Members: The Corporations shall have one class of members. Parents or guardians of children participating in the programs of the Corporation, current Board of Directors, Lifetime Members previously involved in SYA and Coaches Head or Assistants shall be eligible for membership. A person shall become a member upon: (a) meeting for aforesaid eligibility and (b) paying the dues herein provided for.

2.02 Admission of Members and Renewal of Membership: Natural persons may be admitted membership in the Corporation by the Board of Directors or a committee designated by the Board to handle such matters. The Board of Directors may adopt and amend application procedures and qualifications for membership in the Corporation. A member may renew membership by paying all required fees and dues. The membership period will run from the time membership fees are paid until December 31st of the same year.

2.03 Membership Fees and Dues: The Board of Directors may set and change the amount of the initiation fee, if any, and the annual dues payable to the Corporation by members. Dues shall be payable in advance when a member’s child is registered in a program of the Corporation. In cases of severe hardship, (as determined by the Board of Directors or a committee designated by the President, to handle such matters), the fees may be paid in installments not to exceed three 93). Also, refer to the Scholarship Fund at paragraph 2.04. Note that registration fee includes two memberships.

2.04 Scholarship Fund Account: This Corporation agrees that a Scholarship Fund Account will be opened with the sole intent to provide registration costs for specific children to be able to participate with the SYA organization. Funds generated from sponsorship signs will go into the Scholarship Fund account, minus cost for the sign which will go into the general SYA account. Also, any other donations not given for designated areas will be deposited into the scholarship fund as well. Scholarships will be granted only after a review of the application by the scholarship committee.

2.05 Scholarship Committee: The committee will be appointed by the President and will consist of three (3) board members. The committee will be responsible for allowing partial to full scholarships to be awarded to applicants who demonstrate a financial need. A confidential record will be kept.

2.06 Certificates of Membership: The secretary will keep records of all members and participants.

2.07 Voting Rights: Each member on record shall be entitled to one vote in each matter submitted to a vote of the members.

2.08 Resolution of Disputes: in any dispute between members relating to activities of the Corporation, all parties involved shall cooperate in good faith to resolve the dispute. If the parties cannot resolve the dispute between themselves, they shall cooperate to elect one or more mediators to help resolve the dispute. This paragraph shall not apply to a dispute involving the Corporation as a party relating to sanctioning, suspension, or expulsion of a member of the Corporation. The Board of Directors shall have the discretion to authorize the use of the Corporations funds for mediation or arbitration of a dispute described in this paragraph.

2.09 Sanction, Suspension, or Termination of Members: The membership, by a majority of a quorum of members, may impose reasonable sanctions on a member, or suspend or expel a member from the Corporations, for good cause after a hearing. Good cause includes the default of an obligation to the corporation to pay fees or dues or a material and serious violation of the Corporation’s articles of incorporation, by laws, or rules, or of law. The membership may delegate powers to the Board of Directors or a regular or special committee to conduct a hearing and make recommendations to the membership. The Member shall have adequate notice and opportunity to be heard. To be deemed adequate, notice shall be in writing and delivered at least ten (10) days prior to the hearing. However, shorter notice may be deemed adequate if the Board of Directors determine that the need for a timely hearing outweighs the prejudice caused to the member and if a statement of the need for a timely hearing is included in the notice. The membership or the board of directors may impose sanctions, suspend a member, or expel a member by a majority vote if a quorum is present.

2.10 Resignation: Any member may resign from the Corporation by submitting a written resignation to the secretary. The resignation need not be accepted by the corporation to be effective. A member’s resignation shall not relieve the member of any obligations to pay any dues., assessments, or other charges that had accrued and were unpaid prior to the effective date of the resignation.

2.11 Transfer of Membership: Membership in the Corporation is not transferable or assignable. Membership in the Corporation is not a property right that may be transferred after a member’s death.

2.12 Waiver if Interest in Corporation Property: All real and personal property, including all improvements located on the property, acquired by the Corporation shall be owned by the Corporation. A member shall have no interest in specific property of the Corporation. Each member hereby expressly waives the right to require partition of all or part of the Corporation’s property.

ARTICLE III

MEETING OF THE MEMBERS

3.01 Annual Meeting: Beginning in 1992, the Board of Directors shall hold an annual meeting of the members in the month of August, September or October of each year. At the Annual meeting, the members shall transact any business that may come before the meeting.

3.02 Special Meetings: Special meetings of the members may be called by the president or the Board of Directors.

3.03 Place of Meeting: The Board of Directors may designate any place, either within or without the State of Texas, as the place for the annual meeting or for any special meeting called by the Board of Directors. If the Board of Directors does not designate the place of meeting, the meeting shall be held at the registered office of the Corporation in Texas.

3.04 Notice of Meetings: Written, printed, or verbal notice of any meeting of members, including the annual meeting, shall be delivered to each member entitled to vote at the meeting not less than (10) nor more than fifty (50) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the general purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the president or secretary of the corporation, or the officers or persons who called the meeting. If all the members meet and consent to the holding a meeting, any corporate action may be taken at the meeting regardless of a lack of proper notice.

3.05 Quorum: A quorum is 10% of the membership. If no quorum is present, a majority of the members present may adjourn and reconvene the meeting one time with notice.

3.06 Actions of Memberships: The membership shall try to act by consensus. However, the vote of a majority of voting members in good standing, present and entitled vote at a meeting at which a quorum is present, shall be sufficient to constitute the act of the membership unless the vote of a greater number is required by law or the bylaws. A member in good standing is one who has paid all required fees and dues, and is not suspended as of the date of the meeting. Voting shall be by ballot, voice, or show of hands.

3.07 Proxies: A member entitled to vote may not vote by proxy.

3.08 Governing Rules: Robert’s Rule of Order, newly revised, shall govern all meetings of members of the Corporation.

ARTICLE IV

BOARD OF DIRECTORS

4.01 Management of the Corporation: The affairs of the Corporation shall be managed by the Board of Directors consisting of the (32) Officers and Directors of the Corporation. All past Presidents of the Corporation with successful terms shall be ex-officio, non-voting members of the Board of Directors.

4.02 Number, Qualifications and Tenure of Officers and Directors:

The number of Directors shall be twenty-eight (28) and Directors shall be members of the Corporation.
Each officer and director shall serve a term of (2) years commencing on January 1st of the year following the election. Each assistance director shall serve for a term of one (1) year, commencing on January 1st of the year following the election. The purpose is to ensure stability of SYA by keeping experienced Board members.
The following 2-year positions will be elected in odd years (e.g., 2003): Vice-President, Treasurer, Cheer Director, Special Projects Director and NWTYFA Area Representative. The following 2-year positions will be elected in even years (e.g., 2004): President, Secretary, Parliamentarian, Concession Director, Information Director and Field Maintenance Director.
The Executive Board consists of five (5) members from the original twenty-eight (28) Board Members. The voting members shall elect the Executive Board Members and they are: President, Vice-president, Secretary, Treasurer, Parliamentarian.
The newly elected Executive Board may meet within the transition period (existing board’s last meeting of the elected year) to review the bylaws and general policies with the outgoing Board of Directors.

4.03 Nomination of Directors: A voting member in good standing with the Corporation may nominate himself or any other voting member (with that member’s approval) in good standing with the Corporation. The president and treasurer must have served at least (1) year on the Board. A nominations poster will be posted at the SYA fields and notice of the nomination period will be given to all members. Nomination of any person shall be a specific position (officer, director, or assistant director) as described in Article V hereof. Any director that does not complete their elected term due to issues not indicative with the best interest of the organization for any reason is deemed ineligible to be nominated for future the next elections.

4.04 Election of Officers and Directors: A person who meets any qualification requirements to be an Officer or Director and who has been duly nominated may be elected as such. Officers/Directors shall be elected by the vote of the membership of the Corporations. In electing the Officers/Directors, members shall not be permitted to cumulate their votes by giving one candidate as many votes as the number of Directors to be elected or by distributing the same number of votes among any member of candidates. Each Officer/Director shall hold office until a successor is elected and qualified. An Officer/Director may be elected to succeed himself/herself as such.

4.05 Vacancies: The Board of Directors shall fill any vacancies on the Board. An Officer or Director elected to fill a vacancy shall be elected and serve until the next election period at which time the position can be elected by all members. If a Board member in good standing is elected by the current Board of Directors or General Members of the association to fill a vacancy, this will not be considered a resignation but rather a lateral move in the best interest of the organization.

4.06 Annual Meeting: The annual meeting of the Board of Directors may be held without notice other than these Bylaws. The annual meeting of the Board of Directors shall be immediately after, and at the same place as, the annual meeting of members.

4.07 Regular Meetings: The Board of Directors may provide for regular meeting by resolution stating the time and place of such meetings. The meetings may be held within the State of Texas and shall be held at the corporation’s registered office if the resolution does not specify the location of the meetings. No notice of the regular meetings of the Board is required other than a resolutions of the Board of Directors stating the time and place of the meetings. Meetings of the Board of Directors are to be held no less than either (8) times per year and must be scheduled at no more than sixty (60) day intervals.

4.08 Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. A person or persons authorized to call special meetings of the Board may fix any place within Texas as the place for holding a special meeting. The person or persons calling the special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the directors as required by the bylaws.

4.09 Notice: Written or printed notice of any special meeting of the Board of Directors shall be delivered to each director not less than three (3) nor more than seven (7) days before the date of the meeting. The notice shall state the place, day, time and the purpose of the meeting.p

4.10 Quorum: A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the event a quorum is not present at the Director’s meeting properly noticed, a reconvention may be taken to a date not less than three (3) days, nor more than ten (10) days, thereafter, and such reconvened meeting shall constitute a quorum regardless of the number of directors’ present.

4.11 Decision Without Meeting: Any decision required or permitted to be made at a meeting of the Board of Directors, may be made without a meeting. A decision without a meeting may be made if written consent to the decision is signed by all of the persons entitled to vote on the matter. The original signed consents shall be placed in the corporation minute book and kept with corporation records.

4.12 Duties of Directors: Directors shall exercise ordinary business judgment managing the affairs of the Corporation. Directors shall act as judiciaries with respect to the interests of the members. In acting in their official capacity as directors of the Corporation, directors shall act in good faith and not take any actions they reasonably believe would be opposed to the Corporation’s best interests or would be unlawful. A director shall not be liable if, in the exercise of ordinary care, the director acts in good faith relying on written financial and legal statements provided by an accountant or attorney by the Corporation.

4.13 Powers: The Board of Directors shall have and exercise general management of the affairs of the Corporation and shall exercise all such powers of the Corporation as by the Bylaws are required to be otherwise exercised, together with the following special powers:

The Board of Directors shall direct the collection and expenditures of all funds of the corporation and shall have such powers and duties as are customarily incident to such office.
The Board of Directors shall fill vacancies in any office and that person shall serve until the end of the year.
The Board of Directors shall have the authority to vote in the Head Coach, and the Head Coach has the authority to appoint his/her assistants.
The Board of Directors shall have the authority to remove the Head Coach, any Assistant Coach and/or Statistician.

4.14 Actions of the Board of Directors: The Board of Directors shall try to act by consensus. However, the vote of a majority of the director’s present and voting at a meeting at which a quorum is present, shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by the Bylaws.

4.15 Proxies: A director may vote by a written proxy. (written = email, text, handwritten note)

4.16 Compensation: Directors shall not receive salaries for their services.

4.17 Removal of Directors: The Board of Directors may vote to remove a director at any time, but only for good cause. Good cause for removal of a director may include the unexcused failure to attend three consecutive meetings of the Board of Directors. A meeting to consider the removal of a director shall be called and noticed following the procedures provided on the Bylaws. The notice of the meeting shall state that the issue of possible removal of the director will be on the agenda and the notice shall state the possible cause for removal. The director shall have the right to present evidence at the meeting as to why he/she should not be removed. At the meeting, the Board of Directors shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation, The Board of Directors, and the director. A director may be removed by the affirmative vote of seventy-five (75) percent of a majority of the remaining members of the Board of Directors.

ARTICLE V

DUTIES OF OFFICERS AND DIRECTORS

5.01: The Board of Directors of the Corporations shall consist of the following Officers and Directors and their duties:

President: The President shall:

Preside over all meetings.
Appoint committees and act as ex-officio.
Break any tie vote resulting from a ballot decision.
Counter sign orders and checks when needed.
Call meetings (executive board, board of directors, or general membership) as needed.
Be the Chief Executive Officer of the Corporation.
Be able to be a head coach or assistant coach.

Vice President: The Vice President shall:

Preside over all meetings in the absence of the President.
Perform such other duties as may be assigned by the President.

Secretary: The Secretary shall:

Cause notice to be given of meetings of the members & the Board of Directors as required herein.
Take and preserve the minutes of all meetings and to record all votes.
Handle all correspondence assigned by the President.
Maintain custody of the corporate records and the seal of the Corporation.
Ensure ALLall Board of Directors receive a copy of the Bylaws.
Keep a register of the mailing address of each member, director, and officer of the corporation.
Ensure that 100% of the Board of Directors, Coaches, Team Moms have a current CY Background check completed and kept on record.
Ensure the 100% of the coaching staff are current with their USA football/heads up certification and have a copy of the certificate kept on record.
Perform such other duties as the Board of Directors may from time to time prescribe.

Treasurer: The Treasurer shall:

Have charge and custody of, and be responsible and accountable for, all funds of the corporation.
Receive and give receipts for all monies due & payable to this corporation from any source.
Deposit all such monies in the name of the Corporation in such banks, trusts, companies. Or other depositories as shall be selected by the Board of Directors.
Present an itemized accounting of the depository records at such time or times as the Board of Directors may prescribe.
Keep complete and accurate records of such funds at all times.
Sign and /or counter sign orders and checks when needed.
Pay referees, make change for the gate receipts, and take charge of gate receipts.
Perform such other duties as the Board of Directors may from time to time prescribe.
Present final accounting of the Board of Directors for all receipts and disbursements made during the year.
Ensure that all vendor purchases over $500.00 per tax year are accompanied by a W-9 to be kept on record with the corporation's tax documents.

Parliamentarian: The Parliamentarian shall:

Ensure that all rules in the Bylaws and the Roberts Rule of Order are followed.
Assume the duties of any Director who is unable to carry out his duties until the vacant office is filled.
Perform such other duties as the Board of Directors may from time to time prescribe.
Be a player representative for football and cheerleading through the draft process and assist the secretary with all items needed for the draft.
Be responsible for checking all individual team (football & cheer) ledgers/accounting for team money (all receipts and disbursements) throughout the season.

Concession Director: The Concession Director shall:

Have responsibility for theof the operation of the concession of the Corporation to create a positive cash flow from sales.
Be responsible for 100% of the inventory by tracking all of the transactions in the POS system. This includes breakage, waist and comped items that are not sold for profit.
Be responsible for stocking and restocking of the Board approved menu for the concession stand as may be necessary based off of the last end of business closing inventory conducted .
Request a general member to help in running the concession stand and in collecting gate receipts.
Keep restrooms well stocked and clean.
-Request Retain sufficient monies to keep the concession stand and restroom stocked on a daily basis; turning in all -any surplus monies to the treasurer daily.
Perform such other duties as the Board of Directors may from time to time assign.

Assistant Concession Director (3): The Assistance Concession Director shall:

Work under the direction of the Concession Director.
Perform such other duties as the Board of Directors may from time to time assign.

Cheerleading Director: The Cheerleading Director shall:

Be responsible for the placement of the cheerleaders to teams.
Be responsible for collecting monies on uniforms, pompoms, and other necessities the cheerleader may have to pay for.
Perform such other duties as the Board of Directors may from time to time assign.
Be responsible for hearing parent complaints and attempting to resolve them.

Assistance Cheerleading Directors (2): The Assistance Cheerleading Director shall:

Work under the direction of the Cheerleader Director.
Assume all duties of the Cheer Director in her absence.

Special Projects Director: The Special Projects Director shall:

Be Responsible for any special fundraisers.
Oversee and be responsible for the taking of team pictures of the players, cheerleaders, and their teams.
Carry out all duties pertaining to his/her office as prescribed by the Board of Directors.
Perform such duties as the Board of Directors may from time to time assign.
Be responsible for ordering trophies and plaques.
Solicit donations from other clubs and organizations.
Be responsible for overseeing the activities of the team parents.

Assistant Special Projects Director (2): The Assistant Special Projects Director shall:

Work under the direction of the Special Projects Director.
Assume all duties of the Special Projects Director in his/her absence.
Perform other such duties as the Board of Directors may from time to time assign.

NWTYFA Director: The NWTYFA Director shall:

Be responsible for keeping the Board of Directors advised as to what decisions and/or actions are being taken in the NWTYFA.
Maintain close contact with all head coaches in order to advise the Board of Directors of their needs.
Be responsible for hearing parent complaints and attempting to resolve them.
Be prepared to present any parent complaint to the Board of Directors if such parent so wishes.
Represent the corporation as Director on the NWTYFA Board.
Carry out all other duties pertaining to his/her office as directed by the Board of Directors.
Be prepared to meet with all coaches before the first game of the season to go over NWTYFA rules and Bylaws.
Represent SYA at the Official Weigh-ins.
Work with DOD and back up the DOD as necessary.
Perform other such duties as the Board of Directors may from time to time assign.
Maintain possession of the lightning monitor (can be kept in the boardroom cabinet)

Assistant NWTYFA Director: The NWTYFA Director shall:

Assume all the duties of the NWTYFA Director in his/her absence.
Will assist the Director in the meeting with the coaches prior to the first game of the season.
Represent SYA at the Official Weigh-in.
Perform such other duties as the Board of Director may from time to time prescribe.

Director on Duty: The DOD shall:

Meet with all coaches along with the NWTYFA Director for SYA to go over NWTYFA rules and bylaws.
Work together with the NWTYFA Director as backup as needed.
Ensure football rules are followed accordingly at each game.
Check in teams at the home field for each game.
Ensure the entrance control points to the playing field are managed and only Coaches, Statitions, Team Mom and Players are granted access to the field.
Provide representation at each game throughout the day at the home field.
Make decisions as to cancellation of games based on weather according to rules governed by NWTYFA as stated in the “Dates and Scheduling “section of the NWTYFA football rules.
Maintain Flag helmets and flag belts for the flag team. (issuing to the flag coach and ordering as necessary)
Maintain equipment used for the field, setting up at the beginning of each game day and making sure it is put away at the end of the game day.
Perform such other duties as the Board of Directors may from time to time assign.

Director on Duty Assistant (2):

Work under the direction of the Director on Duty.
Assist DOD with his assigned duties as necessary.
Perform such other duties as the Board of Directors may from time to time assign.

The Field Maintenance Director: The Field Maintenance Director shall:

Be responsible for maintaining the playing fields, concession stand, press box, and other related areas.
Keep the playing and practice fields mowed, watered, marked, and in good repair.
Keep all machinery (including, but not limited to, tractor, mower, weed eater, etc.) in good repair.
Perform such maintenance on all buildings, structures, etc, as needed.
Perform such other duties as the Board of Directors may from time to time assign.

Assistant Field and Maintenance Directors (6): The Assistant Field and Maintenance Director shall:

Work under the direction of the Field and Maintenance Director.
Be held responsible for maintenance of all areas and the building within or around the fields.
Perform such other duties as the Board of Directors may from time to time assign.

Information Director: The Information Director shall:

Be responsible for the website maintenance.
Be responsible for advertising and publicity of the Corporation.
Be responsible for providing communication to the coaches and the teams.
Perform such other duties as the Board of Directors may from time to time assign.

ARTICLE VI

TRANSACTIONS OF THE CORPORATION

6.01 Contracts: The Board of Directors may authorize an officer or agent of the corporation to enter into a contract or execute any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

6.02 Deposits: All funds of the Corporation shall be deposited to the credit of the Corporation in the banks, trust companies, or other depositories that the Board of Directors selects.

6.03: Gifts: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board of Directors may take gifts and give charitable contributions that are not prohibited by the bylaws, the articles of the incorporation, state law, or any requirements for maintaining the Corporation’s federal and state tax status.

6.04: Potential Conflicts of interest: The Corporation shall not make any loan to a director or officer of the Corporation. A member, director, or officer of the Corporation may lend money to and otherwise transact business with the Corporations except as otherwise provided by the bylaws, articles of incorporations, and all applicable laws. Such a person transacting business with the matters as other persons transacting business with the Corporation. The Corporation shall not borrow money from or otherwise transact business with a member, director, or officer of the Corporation without full disclosure of all relevant facts and without the approval of the Board of Directors, not including the vote of any person having a personal interest in the transaction.

6.05 Prohibited Acts: As long as the Corporations is in existence, and except with the prior approval of the Board of Directors, no member, director, or officer of the Corporations shall:

Do any act in violation of the bylaws or a binding obligation of the Corporation.
Do any act with the intention of harming the Corporation or any of its operations.
Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation.
Receive an improper personal benefit from the operation of the Corporation.
Use the assets of this Corporation, directly, or indirectly, for any purpose other than carrying on the business of the Corporation.
Wrongfully transfer or dispose of Corporations property, including intangible property such as good will.
Use the name of the Corporation (or any substantially similar name) or the trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation’s business.

ARTICLE VII

BOOKS AND RECORDS

7.01 Required books and records: The Corporation shall keep correct the complete records of account. The Corporation’s books and records shall include:

A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the Articles of incorporating, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.
A copy of the bylaws, and any amended versions or amendments to the bylaws.
Minutes of the proceedings of the members of the Board of Directors.
A list of the names and addresses of the members, directors, and officers of the Corporation.
A financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the three most recent fiscal years.
A financial statement showing the income and expenses of the Corporation for the three most recent fiscal years.
All rulings, letters, and other documents relating to the Corporation’s federal, state, and local tax status.
The Corporations, federal, state, and local information or income tax returns for each of the Corporation’s three most recent tax years.

7.02 Inspection and copying: Any member, director, or officer of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the bylaws. Such a person may inspect or receive copies if the person has proper purpose related to the person’s interest in the Corporation and if the person submits a request in writing. A person entitled to inspect the Corporation’s books and records may do so at a reasonable time no later than five working days after the Corporation’s receipt of the proper written request. The Board of Directors may establish reasonable fees for copying the Corporation’s books and records by members.

7.03 Audits: Any member shall have the right to have an audit conducted of the Corporation’s books. The member requesting the audit shall bear the expense of the audit unless the members vote to authorize payment of audit expenses. The member requesting the audit may select the accounting firm to conduct the audit. A member may not exercise these rights to compel audits so as to subject the Corporation to an audit more than once in any fiscal year.

ARTICLE VIII

8.01 Indemnification: the Corporations shall indemnify a director, officer, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporations. For the purposes of this article, an agent includes one who is or was serving at the request of the Corporation as a director, officer, or other enterprise. However, the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation’s best interests. In case of criminal proceedings, the person may be indemnified only if he or she had not reasonable cause to believe that the conduct was unlawful. The corporation shall not indemnify a person who is found to be liable to the Corporation or is found liable to another on the bases of improperly receiving a personal benefit.

8.02 Indemnity: The use of indemnity shall not apply to individual statements of liability resulting in damages.

ARTICLE IX

HEAD COACHES AND ASSISTANT COACHES

9.01 All Coaches: All football/cheerleader coaches shall submit resumes/applications to be voted on by the Board of Directors. Returning coaches shall get right of first refusal to return to their previous team unless the Corporation determines they are ineligible to continue as a coach for the Corporation. All football coaches shall be USA certified (heads up certified).

9.02 Background Checks: Each coach (cheer and football) (head or assistant) is required to submit a background check consent form prior to participating in the first practice as a coach.

9.03 It is preferred that Head Coaches have a familial relationship with a child on the team in which he is requesting to coach.

9.04 Rules and Regulations of Head Coaches and Assistant Coaches:

The Head/Assistance Coaches shall abide by & be in accordance with the standards set by the Corporation as follows:

Each Coach (whether Head/Assistant) shall have an obligation to the Corporations, as its representative, and shall be required to adhere to the rules set by the Corporations.
He/she shall reflect and understand the age group he/she supervises.
He/she shall be aware that he/she is an example to the boys/girls whom they work with.
He/she shall demonstrate an appreciation of the philosophy of youth sports, and cooperate with others in making the program of mutual benefit to all young people.
He/she shall encourage his/her players at every opportunity.
He/she shall instill a desire to win and improve, striving to impart as much knowledge as possible to each player of the sport he/she is coaching.
He/she shall encourage good health habits, good grooming, and care of uniforms.
He/she shall be instrumental in shaping acceptable behavior habits, whether the team wins or loses.
He/she shall be well acquainted with the player selection systems used in the Corporation, and shall select players according to the selection process.
He/she shall be cautious and use sound judgment in a protest situation, and at all times be reasonable.
He/she shall not subject any children to any unnecessary risks in practices and/or games.
It is recommended he/she has knowledge of first aid and safety.
All coaches, Directors, Officials, or anyone else associated with SYA shall not be allowed to use any tobacco products on SYA property including game or practice sites.
Head Coaches or team representatives (i.e. team mom) shall be accountable to the membership and to the Board of Directors for all team money collected and disbursed.
He/she shall maintain designated practice field area.

9.05 Rules for football Head Coaches and Assistant Coaches: The football Head/Assistant Coaches shall abide by and be in accordance with the standards set by the corporation and shall abide by and be in accordance with the following rules and standards:

Each Coach (whether head or assistant coach) shall abide by the rules and standards set forth in 9.02 hereof.
Each coach (whether head or assistant shall be required to adhere to the rules set forth by the North West Texas Youth Football Association, and be able to interpret them correctly, playing by the rules and adhering to their intent, instilling in his/her players a respect for the rules of the game.
Football Coaches will be required to play each player according to league rules.
Each Football coach (whether head or assistant) shall be USA football/Heads up certified.

9.06 Football Player and Selection Rules: The following are the rules for football player selection:

The Secretary shall be present to record in the minutes who is picked first (1st), second (2nd), third (3rd), and so on until each player has been picked. This will enable the teams to pick next year in another order, with the last pick last year, going first this year.
This procedure shall allocate new players and upgraded players to the team by alternate draft or blind draft methods.
Then a coin toss or local option will determine who drafts first.
Brothers (siblings) at their option may be automatically placed on the same team. (if a player is drafted , his sibling would have the option to be placed on the same team as long as it is in accordance with the “play up” rule.
All expansion teams will blind draft first as indicated in item C.
Each head coach is allowed six (6) protected players (coaches’ son to be included as a protect).
The Corporation is governed by North West Texas Youth Football Association (NWTYFA) and must follow the draft procedures by NWTYFA.
Any player protected by a team shall remain protected by that team unless the player agrees to be protected by another team. Once agreeing to be protected by any team the player may not opt out of protection in order to return to the draft.
Any player who does not complete the season with their team, whether as an active player or an injured player must be returned to the draft and is ineligible to be protected.

Age Specific

The SYA will be an age specific league for football with independent divisions for ages 5u, 6u, 7u, 8u, 9u, 10u, and 12u. Players in 12u must be in 6th grade to be eligible. Proof of grade for kids the age of 12 years old must be supplied; i.e. previous years’ school report card from school or current year enrollment from school. Flag football will have two divisions one for ages 4&5 year olds and 6u.
Age limits for each division are as follows:

5u – a player may not be 6 years of age on or before September 1st
6u – a player may not be 7 years of age on or before September 1st
7u – a player may not be 8 years of age on or before September 1st
8u – a player may not be 9 years of age on or before September 1st
9u – a player may not be 10 years of age on or before September 1st
10u – a player may not be 11 years of age on or before September 1st
12u – a player may not be 13 years of age on or before September 1st

A player may “play up” to an age division above his applicable age.
To play in an age division above his age, a parent/and or legal guardian must consent by signing a NWTYFA request and consent form, and such request and consent form must be approved by the member association and submitted to NWTYFA by the member association for review and approval/disapproval to final roster determinations.

Weight Restrictions

A player weighed above the following weight restriction for each grade division, at an official association weigh-in, shall be classified as a restricted player for the entire season:

7u-85.9 pounds
8u-95.9 pounds
9u-105.9 pounds
10u- 115.9 pounds

12u- 135.9 pounds (weight example: 135.9 lbs not restricted / 136 lbs restricted

9.07 Cheerleaders Selection Rules: The following are the rules for the cheerleader selection:

Generally, existing teams will retain all returning cheerleaders.
A parent may request to have their cheerleader placed back into the draft with no guarantees as to which team the cheerleader ends up on (i.e., the cheerleader may be placed on the same team as the previous year).
Each head coach will be allowed to protect 6 cheerleaders (including children of the coaches)
Siblings may move age divisions to be on the same teams as a sibling, family or friend with the understanding that if she cannot keep up with the older cheerleaders that she may be considered an honorary cheerleader. (this is to be left to the coaches’ and cheer directors’ discretion)
Teams will be evened up after the above cheerleaders are placed and the draft will begin with one child at a time being picked.
Requests (for transportation, other family members, friends, specific coach, etc.) will be considered if possible but there is no guarantee as to which team the cheerleader will end up on.

ARTICLE X

NOTICES

10.01 Notices by mail, phone, fax, email or text: Any notice required or permitted by the Bylaws to be given to a member, Director, or officer of the corporation may be given by mail, phone, fax, email, text or verbally. If mailed, a notice shall be deemed to be delivered when deposited in the United States Mail addressed to the person at his or her address as it appears on the records of the Corporation. A person may change his or her address by giving written notice to the secretary of the corporation.

10.02 Signed Waiver of Notice: Whenever any notice is required to be given under the provisions of the act or under the provisions of the articles of incorporations or by the Bylaws a waiver in writing signed by person entitled to receive a notice shall be deemed equivalent to the giving of the noticed. A waiver of notice shall be effective whether signed before/after the time stated in the noticed being waived.

10.03 Waiver of Notice by Attendance: The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting in not lawfully called or convened.

ARTICLE XI

AMENDMENTS TO THE BYLAWS

11.01 Amending Bylaws: The bylaws may be altered, amended, or repealed, amended bylaws may be adopted either by the membership or by two-thirds (2/3) vote of the Board of Directors. The notice of any meeting at which the bylaws are altered, amended, or repealed, or at which new bylaws are adopted shall include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended or repealed. Alternatively, the notice may include a fair summary of those provisions. The following types of bylaw amendments may be adopted only by the members:

Setting or changing the authorized number of directors
Increasing or extending the terms of directors.
Increasing the quorum for membership meetings.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.01 Legal Authorities Governing Construction of Bylaws: The laws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

12.02 Legal Construction: If any bylaw provision is held to be valid, illegal, or unenforceable in any respect, the invalidity, illegality, unenforceability, shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.

12.03 Headings: The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the bylaws.

12.04 Gender: All words in the bylaws in the male gender shall be deemed to include the female or neutral gender. All singular words shall include the plural, and all plural words shall include the singular.

12.05 Seal: Board of Directors may provide for a corporate seal. Such a seal would consist of two concentric circles containing the words “Saginaw Youth Association, Inc”. “Texas”, in one circle and the word “incorporated” together with the date of the incorporation of the Corporation in the other circle.

12.06 Parties Bound: The bylaws shall be binding upon and inure to the benefits of the members, directors, officers, and agents of the Corporations and their representative heirs, executors, administrators, legal representative, successors, and assigns except as otherwise provided by the bylaws.

ARTICLE XIII

POLICY ADOPTIONS

13.01 Policies: Policy statements will be used by a governing authority, subordinating to the bylaws of the corporation.

13.02 Policy Adoption: Policy will be adopted using the following process:

May be presented and voted on in the Board of Directors meeting.
Existing policy may be changed, corrected, or abolished in any Board of Directors meeting
Documented within the Board of Directors meeting minutes and attached to the bylaws in the secretary’s folder.

13.03 Birth Certificates: All participants of SYA (football players, cheerleaders) shall provide a copy of their birth certificate or a letter from the school the child is attending for verification of age. A member of the Board of Directors shall certify the copy. An original birth certificate must be able to be produced by the parent if requested by the Board of Directors. Coaches shall return the birth certificates to the Corporation after the final game of the season.

13.04 SYA Colors: The colors of SYA (uniform) for all football players, and cheerleaders will be consistent with the local high schools, except that “vegas gold” is the only shade of gold approved for use and black may only be used as an accent color. It is understood that cheerleading uniforms and the football uniforms should match the teams colors. Any proposed deviation from these colors must be presented for consideration to the Board of Directors by both the Head Cheer Coach and the Head Football Coach at a special meeting called for this purpose.

13.05 Photography: There shall be no photography or video recordings taken while SYA’s professional photographer is photographing team and individual pictures.

13.06 Behavior Guidelines: All football players, cheerleaders, shall follow these guidelines when inappropriate behavior (e.g. physical, verbal, lack of participation, etc. ) occurs:

1st offense - coach shall verbally warn a child and parent that this behavior is not acceptable
2nd offense – coach shall bench a player for the remainder of the practice or game and must talk to the parent of the child.
3rd offense – coach shall bench a player for the next game and must talk to the parent and child
4th offense – coach may appeal to the Board of Directors for suspension of the child from the team. Parents will also be allowed to appeal to the Board of Directors for resolution.

Events not sponsored by SYA or NWTYFA: all events that are not an SYA or NWTYFA activity must have prior approval from the Board of Directors.

Certificate of the Secretary

I certify that I am duly elected and acting Secretary of the Saginaw Youth Association, Inc. and that the foregoing Bylaws constitute the Bylaws of the Corporations. These Bylaws were duly adopted at a meeting of the Board of Directors held on March 20,1994. On March 26, 2000 the Board of Directors voted to update the Bylaws. On November 16,2003 the Board of Directors voted to update the Bylaws. On February 26th, 2006 the Board of Directors voted to update the Bylaws. On March 3, 2008 the Board of Directors voted to update the Bylaws.

Dated: May 15,1994

Updated the Bylaws: June13,2000 and November 16,2003.

Updated the Bylaws: February 26, 2006.

Updated the Bylaws: March 3, 2008

Updated the Bylaws: October 12, 2009

Updated the ByLaws: Jan 31, 2024

Signed by Karen Brookshire, acting Secretary for term 2000 June 13, 2000.

Karen Horne, acting Secretary for 2003/2004, January 14, 2004.

Deana Maples acting Secretary 2005/2006, February 26,2006.

Kenya Fortner acting Secretary 2008, March 3, 2008.

Kenya Fortner acting Secretary 2009, October 12,2009.

Ramona Nichols acting Secretary 2016, August 28, 2016

Jen Thompson, Secretary 2024, Jan 24, 2024

SYA Bylaws 2024

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