Big Red Athletic Foundation
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Membership

Bylaws

BY‑LAWS
OF
BIG RED ATHLETIC FOUNDATION

ARTICLE I.   NAME

 

The name of this foundation is the Big Red Athletic Foundation (BRAF).

 

ARTICLE II.  PURPOSES

 

The foundation is organized for the following purposes: (1.) To work toward improving all athletic programs within the Biloxi School District in cooperation with the Biloxi High School Athletic Department. The needs of the Athletic Department will be identified and the Foundation will solicit public contributions in order to fund the necessary improvements that will provide each student‑athlete with a competitive advantage at the local, district, and state levels. (2.) To create an environment that promotes excellence in athletics for the Biloxi School District. This environment will encourage student‑athletes to compete at the highest level, affording each athlete the best opportunity to earn an athletic scholarship to schools .of higher education. (3.) To provide financial incentives for all programs whose teams succeed at the district, regional, and state level of competition.

 

ARTICLE III. OFFICES

 

Section 1. Principal Office.  The principal office of the Foundation shall be Brown Buchanan P.A. 796 Vieux Marche, Suite 1, Biloxi, Mississippi 39530,or such other place as the Directors from time to time may select.

 

Section 2. Additional Offices.  In addition to the principal office, the Foundation may have such other offices as may be helpful or convenient to the Foundation's operations.

 

ARTICLE IV. MEMBERSHIP

 

Section 1:

 


General Membership:  Membership in the Foundation shall be open to all persons or entities interested in the improvement of the high school and middle school athletic program.

 

Honorary Membership:  Distinguished citizens or entities of any state may be elected Honorary Members of the Foundation by majority vote of the Board of Directors. Such Honorary Members are not required to pay dues and no Honorary Member shall have the right to vote in any of the affairs of the Foundation nor shall have the right to serve as an officer if the Foundation.


Voting:  Each regular member in good standing shall be entitled to one (1) vote on

each matter submitted to a vote of the General Membership  by the

Executive Board

 

Dues:  The annual membership dues shall be in such amount as the Executive Board

of Directors shall, from time to time, establish and shall be payable by the regular

members within sixty (60) days from and after September 15` of each year. The

membership fees shall be paid to an entity designated by the Foundation.

 

ARTICLE V. MEETINGS

 

Section 1:

 

Annual Meeting.  The annual meeting of the members of the Foundation for the election of  the Executive Board and the transaction of business shall be held each calendar year, at the place designated in the notice, at which time reports of officers and committees shall be made and officers and directors shall be elected. The Secretary shall give notice of the time and place of the meeting to the members by mail not less than five (5) days prior to the meeting.

 

Section 2:

 

Special Meetings.  Special meetings of the members of the Foundation may be called by the President or by the Secretary at the written request of the majority of the Executive Board.  Such request shall state the purpose of the requested meeting. Notice of the time and place of any special meeting and the reason therefore shall be given to the members by the Secretary by mail not less than five (5) days prior to the meeting.

 

Section 3:

 

Quorum.  At all regular and special meetings of the Executive Board and the general membership,  those present shall constitute a quorum for the transaction of business.

 


Section 4

 

Order of Business.  At the Annual meeting the order of business shall be as follows:

 


              1.           Reports of the Secretary.

2.           Reports of the Standing Committees.

3.           Reports of Special Committees.

4.           President's Report.

5.           General Business.

6.           Election of Officers and Directors.

Section 5

 

Procedure.  All meetings of the Foundation shall be conducted according to the latest edition of Robert's Rules of Order. All questions coming before a meeting of the Foundation shall be determined by the majority vote of those members present and voting. No member shall be entitled to vote or enjoy any privileges or benefit of the Foundation unless he has paid current membership fees required or assessed by the Foundation.



1l,

 


ARTICLE VI. OFFICERS

 

Section 1. Officers.  The officers of the Foundation’s Executive Board shall be President, a Vice‑President, a Secretary and a Treasurer, elected from the Executive Board.

 

Section 2. Terms.  The President, Vice‑President, Secretary and Treasurer shall be elected for one­ year terms at the annual meeting.

 

Section 3. Election of President, Vice‑President, Secretary. and Treasurer.  The Executive Board  will elect all officers of the Foundation.

 

Section 4. President.  The President shall be the principal executive officer of the Foundation and Chairman of the Executive Board  He shall preside at all meetings of the Foundation and the Executive Board.  He shall have general supervision over the other officers and the affairs and business of this Foundation. He shall perform all duties ordinarily incident to the office of President and recommend such action as he deems useful to the Foundation. He shall have the power to appoint any committee he may desire and prescribe its duties. He may add duties to any standing committee.

 

Section 5. Vice‑President.  The Vice‑President shall perform the duties of the President in the absence, disability or incompetence of the President. He shall perform such duties as may be assigned to him by the President.

 

Section 6. Secretary.  The Secretary shall keep a true record of the proceedings of all meetings, give notice of all meetings, and be the custodian of all books, papers and minutes and other property of the Foundation. He shall be the administrative officer of the Foundation. He shall perform such other duties as may be assigned to him by the President.

 

 Section 7. Treasurer.  The Treasurer shall receive and disburse Foundation fiends, keep records of and account for the funds of the Foundation, subject to approval of the Executive Board. . He shall deposit all Foundation money in the name of the Foundation. He shall keep all membership records and collect all dues.

 

ARTICLE VII.  COMMITTEES

 

Section 1. Committees.

 


(a) Standing Committees.  The standing committees shall be: Fall Fund‑raising Committee. Winter Fund‑raising Committee, Spring Fund‑raising Committee, Grant Award Committee, Executive Committee, and a general committee for the purpose of public relations, advertising and any other function not covered by any other committee, made up of' the President and Secretary and chairman of each committee. The chairman of each committee may select, from the general membership, not less than one (1) person to sit on their committee and these persons shall be considered auxiliary board members withno voting as it relates to the Board of Directors as described herein, but, should serve on a limited basis at the pleasure of the chairman of that certain committee.

 

(b) Executive Committee.  The Board of Directors at their first meeting following the annual meeting of the members shall, by resolution adopted by a majority of the whole Board, appoint from its membership an Executive Committee. The Board of Directors shall determine the number of members of the Executive Committee. The Executive Committee shall serve until the next annual meeting of the members.

 

 

Section 2. Duties and Powers of the Committee.

 


  • Powers of the Executive Committee.  During the intervals between the meetings of the Board of Directors, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Foundation. The Executive Committee shall not increase or decrease the number of directors or amend these by‑laws.

 

  • Finance Committee.

 

  • Meetings by Telephone or Similar Communications Equipment.  The members of any Committee may participate in a meeting of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in such meetings can hear each other, and participation in such a meeting shall constitute presence in person by any such committee member at such meeting.

 

SECTION 3. Duties of the Committees.  In addition to their other duties, it shall be the function and duty of the committees to investigate, study and make recommendation. They shall report in writing to the President. No standing or special committee shall represent the Foundation for or against any proposal without the authority of the President or the Board of Directors.

 

Section 4. Special Committees.  The Board of Directors may, from time to time, create other special committees and define their duties. The President shall appoint members of such committees.

 

Section 5. Removal of Committee Members.  The President of the Foundation may remove any committee chairman or any committee member after giving five (5) days written notice to the member being removed.

 

ARTICLE VIII. EXECUTIVE BOARD

 

Section 1. General Powers.  The Executive Board  shall manage the business and affairs of the Foundation. The Executive Board  may exercise all power of the Foundation and perform all acts that are not by these by‑laws required to be exercised or performed by the members.

 

Section 2. Number.  The number of directors of the Foundation shall be twelve (12).


ection 3. Nominations.  The nominating committee of the Board of Directors shall mae
nominations for persons to serve on the Board of Directors, other than the four (4) standing appointments, from the general membership. The Biloxi School District Superintendent, the Biloxi High School Principal, the Biloxi Junior High School Principal, and the Biloxi Athletic Director shall be allowed annually to select one (1) person each to serve on the Board of Directors, which shall be the four (4) standing appointments referred to herein.

 

(a) Nomination by Petition.  Any member not nominated by the Nomination Committee may be nominated by petition filed with the Secretary and signed by not less than twenty (20) members in good standing. Such petition shall be filed with the Secretary at least one (1) day prior to the annual meeting.

 

Section 4. Annual Meeting.  The annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the members. Notice of the annual meeting of the members shall constitute notice of the annual meeting of directors.

 

Section 5. Regular Meetings.  Additional regular meetings of the Board of Directors shall be held quarterly at such place as may be established by the Board of Directors. Separate notice of each additional regular meeting shall not be required.

 

Section 6. Special Meetings.  The President or a majority of the Directors, to be held at such
place, may call special meetings of the Board of Directors at any time or places as may be designated in such call. Any and all business may be transacted at said meeting without the necessity of such subjects being stated in the call. Notice of all special meetings of the Board of Directors shall be given in writing to each Director by at least three (3) days service of same by letter, telegram, or telephone, provided, that by unanimous consent of the Directors executed in writing before or after such meeting, a special meeting may be held without notice at any time o: place.

 

Section 7. Quorum.  A majority of the directors shall constitute a quorum for the transaction of business at any regular or special meetings.

 

Section 8. Vacancies.  All vacancies on the Board of Directors whether caused by resignation, death, or otherwise, may be filed by the Board of Directors. A director thus elected to till any vacancy shall hold office for the unexpired term of his predecessor or until his successor is elected and qualifies.

 

Section 9. Informal Action by Board of Directors.  Any action required to be taken 'at a meeting of the Board of Directors may be taken with like effect without a meeting of a consent in writing setting forth the actions so taken shall be signed by each board member.

 


Section 10. Waivers.  In lieu of any notice of meeting or place of meeting such meetings may be held at any time and at any place upon the written waiver of notice by all of the Board members, whether before or after the time stated therein. The attendance of a member at any                                      meeting shall be deemed a waiver of notice unless his appearance at such meeting is made for the sole purpose. of objecting to the truncation of any business because the meeting was not lawfully called or convened

 


Section 11. Removal of Officers or Directors.  The Board of Directors shall have the power to remove any officer or director of the Foundation for good cause shown. Failure of an officer of director to attend at least one‑half of the meetings of the Foundation and Board of Directors during the first six (6) months of his term, and, in addition failure to attend at least one‑half of such meetings, during the duration of his term, shall constitute cause for removal. Notice of the tendency of the removal proceeding, the grounds therefore, and the time that the proceeding shall be taken up by the Board of Directors shall be. given to the officer or director sought to be removed. A vote of a majority of the membership of the Board of Directors present shall be necessary to remove any officer or director of the Foundation.

 

Section 12. Term.  Other than the four (4) standing appointments the term of the initial directors of the board will be for two (2) years. Thereafter, Directors would serve two‑year terms beginning on January 1 and ending December 31. Four of the initial Directors will serve a two ­year term; the remaining four initial directors will serve a three‑year term.

 

 

Section 13. Initial Board.  Other than the four (4) standing appointments, the initial Board of Directors shall be appointed by the Foundation Steering Committee.

 

ARTICLE IX. MISCELLANEOUS

 

Section 1. Contracts.  The President is authorized, with prior approval of the Board, to enter into any contract, to execute and deliver ,any instrument in the name of and on behalf of the Foundation and to institute, join in, or. become a party to any suit of law or equity in which the Foundation may have an interest. The Secretary of the Foundation may attest the signatures of such officers and affix the seal, if any, to any instrument; however, the presence of such attesting signature or seal shall not be required for the validity of such instrument unless required by law.

 

Section 2. Loans.  No loans shall be contracted on behalf of the Foundation and no evidence 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 incidents.

 

Section 3. Banking transactions..  All checks, drafts, or other orders for the payment of money issued in the name of the Foundation shall be signed by the Treasurer or such other officer or employee of the Foundation and in such a manner shall be, from time to time, determined by the resolution of the Board of Directors. The Board of Directors must approve all expenditures.

 

Section 4. Deposits.  All funds of the Foundation not otherwise employed shall be, from time to time, deposited to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Directors may select.

 


Section 5. Fiscal Year.  The fiscal year of the foundation shall commence on January 151 of each year and end on the 3151day of December of each year.Section 6. Amendments.  These by‑laws may be amended be a two‑thirds (2/3) vote of the directors present and voting at any regular meeting of the Board of Directors or at any special meeting called for that purpose, provided that written notice of the proposed amendments have been mailed to the directors not less than five (5) days in advance of such meeting.

 

Section 7. Adoption.  These by‑laws shall take effect and shall be in force on and after                        2009.

 

Section 8. Gender.      The use of the masculine gender herein includes the feminine gender.