Constitution of the Ten-O Club Incorporated

[a Georgia not-for-profit corporation]
Ratified on April 30, 2000 - Approved
Amended - August 21, 2006

Article I - Name

This Corporation shall be known as the Ten-O Club Incorporated.

Article II - Purposes and Objectives

To be the official booster club of the University of Georgia women's gymnastics team and to foster and build enthusiasm and area support for the women's gymnastics program.

Article III - Membership

Section 1. Membership in this corporation shall be open to all interested persons.

Section 2. Qualifications for, and specific rights of membership shall be provided for in the By-Laws.

Article IV - Officers

Section 1. Officers of the Corporation shall be: President, President-Elect, Senior Vice-President, Secretary and Treasurer.

Section 2. [re-located -- was section 4] There will be a nominating committee consisting of the current President, President-Elect, Senior Vice President, one fourth year Board member and the coach of the women's gymnastics team. That committee will advise the Board of Directors (the Board) of its nominations for Secretary and Treasurer, and the selections of the coach and President for President-Elect and Senior Vice President (see section 3 below), at its April meeting each year. All of these nominations and selections are then subject to the approval of the Board at its meeting in May each year (as provided in sections 3 and 4 below).

Section 3. The President-Elect and Senior Vice-President will be chosen annually, from the existing members of the Board, by the current President and the head coach of the women's gymnastics team, and are subject to the approval of the Board of Directors. Those choices are subject to the approval of the Board at the May meeting of the Board. The President-Elect and Senior Vice-President shall then take office on July 1 of that year.

Section 4. The Secretary and Treasurer shall be elected annually, from the current year's Board, at the May meeting of the Board by a majority vote of the members present and voting. Those officers shall then take office on July 1 of that year.

Section 5. A vacancy in the office of President shall be filled by the President-Elect, who shall hold office for the remainder of the unexpired term of that person, plus the following year. A vacancy in any other office shall be filled by appointment by the Board for the unexpired term.

Section 6. All officers shall hold office for a period of one year and may be re-elected. The president holds office for a period of one year beginning on July 1 immediately following that person's term as president-elect. However, if the president is re-elected by recommendation of the head coach and approval of the board, the president-elect will remain president-elect for the next year, providing that the president-elect is still eligible to serve on the board. Otherwise a new president-elect will be chosen per Article IV, Section 3.

Section 7. Duties of the officers shall be provided for in the By-Laws.

Article V - Board of Directors

Section 1. The Board shall consist of 17 voting members as follows:

Twelve at-large members; and

Four members appointed by the head coach of the women's gymnastics team; and

Head coach of the women's gymnastics team.

Section 2. [relocated here from section 5] If the immediate past President's term on the Board expires concurrently with that person's term as president, the past president will then be a non-voting member of the Board for the one-year following his or her term as President. In addition, the Board may annually select one employee of the University of Georgia Athletic Department as a non-voting member of the Board for a one year term. That person may be re-appointed.

Section 3. The twelve at-large members of the Board will serve four year terms which may not be renewed. Board members may be re-elected after a break in service. The at-large members' terms will be staggered, with three members rotating off the Board each year.

Section 4. The nominating committee (described in Article IV) will propose and present to the Board each year at its April meeting a slate of persons to be considered for the at-large positions. All of these nominated persons must, in the judgment of the nominating committee, have at least one year of prior active involvement in the activities of the Corporation. In addition, that committee shall nominate a University of Georgia Athletic Department employee to serve as a non-voting member of the Board. The Board will then select at its May meeting the three at-large positions and the one non-voting University of Georgia employee position to be filled that year. Those persons will then take office on the following July 1.

Section 5. The four members appointed by the head coach will serve two year terms; and they may be re-appointed. The coach appointed members' terms will be staggered, with two members rotating off the Board or being reappointed for additional two year terms each year. At the time of the above report of the nominating committee in April, the head coach present to the Board a report concerning the slots of any coach appointed Board members whose terms will expire that year. Any new coach appointed members will be announced at the May meeting; and will then take office the following July 1.

Section 6. Any vacancy in the office of any Board member shall be filled by appointment for the unexpired term. This appointment shall be made by a majority vote of the Board after nomination by the Nominating Committee..

Article VI - Meetings

There shall be one meeting of the general membership annually after the completion of the women's gymnastics season. Other general membership meetings may be called at the discretion of the Board.

Article VII - Amendments

Section 1. Any proposal from any member in good standing to amend the Constitution and/or Bylaws may be approved (for presentation at a meeting of the general membership) by a simple majority of the Board present and voting. Alternatively, any proposal may be approved (for presentation at a meeting of the general membership) by a petition submitted to the Board which carries the signatures of thirty percent or more of the current general members in good standing. Once presented, any such proposal shall then be voted upon as described below.

Section 2. Once a proposal is presented as described above, this Constitution and Bylaws may be then be amended at any duly called general membership meeting. Such amendment must be approved by an affirmative vote of at least two-thirds of the members present and voting; provided that a written copy of such approved or effectively petitioned proposal shall have been mailed or made available to each member in good standing of this Corporation at least thirty days prior to the meeting at which the vote is taken.

Section 3. This Constitution and/or Bylaws may not be suspended or dissolved.

Article VIII - Resolutions

Section 1. Resolutions shall be those actions adopted by the Board and/or general membership that are not prohibited by the Constitution, not in conflict with the By-Laws, and that are not transitory and temporary in nature.

Section 2. Unless a greater voting requirement is imposed by the Constitution or Bylaws, resolutions shall be approved by simple majority of the members in good standing present and voting at either any legally constituted members of the Board, or at any legally constituted meeting of the general membership.

Section 3. Resolutions adopted, either by the Board or the general membership, shall be communicated in writing to all members of the group adopting that resolution prior to the next regularly scheduled meeting of that group.

Article IX - Distribution of Assets upon Dissolution

Upon dissolution of the Corporation, any assets remaining after payment of all lawful claims and expenses shall be distributed to the University of Georgia Foundation for the Gymnastics Endowment Fund. If the University of Georgia Foundation for the Gymnastics Endowment Fund does not exist, those assets shall be distributed to a not for profit organization chosen by the Board and having the support of collegiate women's athletics as one of its primary purpose and which is then exempt from federal income taxation.

Bylaws of the

Ten-O Club Incorporated

Ratified on April 30, 2000 - Approved

Article I - Membership

Section 1. Requests, dues, and fees

a. Membership requests shall be made in writing to the Corporation on the form prescribed by the Board of Directors (the Board).

b. Dues for membership in this Corporation shall be set at a minimum of $25 per year, and subject to review from time to time by the Board. The Board may, in its discretion, create different membership categories, with higher financial requirements and with correspondingly greater benefits.

c. If the Board creates a category of membership by which multiple members of one family or group may obtain membership benefits by payment of a single membership fee, then the members of that family or group shall collectively be treated as one member for purposes of voting.

d. If the board of directors creates a category of members entitled to certain benefits for payment of a membership fee less than the minimum regular fee paid by one regular member, those members shall not be deemed members of the Corporation and shall not be entitled to vote.

e. Membership years will begin on July 1 of each year, at which time dues for that year shall be payable. Memberships will be accepted throughout the year thereafter, but will not be reduced or prorated; and membership will expire on June 30 of the year following payment.

Section 2. Membership in this corporation shall be termed in Agood standing@ and shall remain in effect until one of the following occurs:

a. Resignation;

b. Failure to pay annual membership dues;

c. Removal by majority vote of the Board present and voting.

d. Failure to comply with NCAA regulations.

Section 3. Voting.

a. All members in good standing shall be entitled to one vote each on all matters before this Corporation requiring such action.

b. If not in person, this vote must be recorded in writing and presented by another member in good standing only, and signed by the member casting the vote.

Article II - Duties of the President

Section 1. Shall act as chief executive officer of this Corporation and shall preside at all meetings of the Board and/or the general membership.

Section 2. Shall make every reasonable effort to further the policies adopted by this Corporation.

Section 3. Shall enforce the Constitution and By-Laws and shall enjoy all rights and privileges inherent in the office of President.

Section 4. Shall appoint all committees as in his/her judgment shall be temporarily necessary or proper to carry out the policies of this Corporation.

Section 5. Shall know the Constitution and By-Laws of this Corporation and shall be familiar with parlimentary usage.

Article III - Duties of the President - Elect

Shall, in the absence or incapacity of the President, be vested with all powers of the President; and shall perform such other duties as prescribed by the President as deemed necessary and proper.

Article IV - Duties of Senior Vice President

Shall serve as the senior advisor to the president and the president-elect and shall assist the President-Elect in becoming fully prepared to take on the role of president.

Article V - Duties of the Secretary

Shall keep written records of all meetings, send out all notices, preserve all records, and have charge of printing all publications necessary to, and ordered by the Corporation.

Article VI - Duties of the Treasurer

Section 1. Shall collect and have charge of all monies, and shall place all receipts of the Corporation into an account or accounts, from which all payments of expenses and all other disbursements, approved in the manner provided in these Bylaws, shall be made.

Section 2. All disbursements of this Corporation shall be made by Corporate check carrying the signature of the Treasurer and the President or President-Elect. No disbursement shall be made until approved as provided in these Bylaws and until appropriate documentation is received.

Section 3. Shall present a complete financial report at the May meeting of the Board. In addition, a complete financial report shall be given at any meeting of the general membership or of the Board when the Board requests.

Section 4. Shall comply with all NCAA requirements for financial auditing of the Corporation and shall cooperate with University of Georgia officials in fulfilling the Corporation's and the University's responsibilities to the NCAA.

Article VII - Executive Committee

An executive committee of the Board shall be formed each year at the May meeting of the Board immediately following election of officers and Board members. That executive committee shall hold office for a period of one year beginning on July 1 following appointment. That executive committee shall consist of the following (determined as of July 1 following appointment of the executive committee) : President, President-Elect, Senior vice-president and one fourth year Board member . That executive committee may act on behalf of the board at any time between regular meetings of the board at any time when that committee in its discretion deems it to be in the best of the Corporation. Any action taken by the Executive Committee shall be reported to the Board at the regular Board meeting immediately following that action.

Article VIII - Duties of the Board of Directors

Section 1. The management and control of this Corporation shall be vested in the Board.

Section 2. The Board shall, from time to time, review membership dues.

Section 3. Except as provided in Article VII, the Board shall meet to discuss and render decisions on all financial matters including the payment of expenses and all disbursements deemed necessary and proper for the operation of the Corporation and as set forth in the Constitution, Article IV, Sections 1 through 7.

Section 4. In addition to the executive committee and any committees appointed by the President as provided above, the Board shall appoint additional committees as in their collective judgment are deemed necessary and proper to carry out the policies of the Corporation.

Section 5. Decisions by the Board shall become effective immediately unless otherwise expressly stated.

Article X - Meetings

Section 1. A legally constituted meeting is one for which all persons specific to that meeting have been officially notified as to its time and place at least five working days prior to the actual meeting.

Section 2. Meetings of the Board will be held as needed, but at least annually.

Section 3. Special meetings of the Board may be called by the President at any time when such meetings are deemed necessary and proper.

Section 4. There shall be at least one meeting of the full general membership each year. This meeting will be called the AAnnual Business Meeting@ and will be conducted at the end of the regular women's gymnastics season.

Section 5. Special meetings of the general membership may be called by the Board at any time when such meeting are deemed necessary and proper.

Section 6. A quorum shall be constituted by the presence of a majority of the Board at a meeting of the Board or by those actually present and duly notified at a meeting of the general membership.

Section 7. All meetings shall be conducted in accordance with Robert's Rules of Order (as revised from time to time.)

Section 8. The Secretary with the approval of the Board will notify the full general membership at least two weeks in advance and no more than two months in advance of the specific time and place of the Annual Business Meeting or any specially called general membership meeting.

Section 9. The order of business at meetings of the Board of Ten-O Club Incorporated shall be as follows:

a. Call to order;

b. Roll call, at the discretion of the President or other presiding officer;

c. Reading and approval or correction of the minutes of the previous meeting;

d. Treasurer's report followed by any other officers reports;

e. Coach's report;

f. Standing committee reports;

g. Special committee reports;

h. Unfinished business (old business);

i. New business;

j. Adjournment.

Summary of Changes to Ten-O Constitution and Bylaws ratified on April 30, 2000

Subject Area

Old section

New section

Summary

Nominating committee

Const., Art. 4, sec 4

Const., Art IV, sec 2

Clarifies who will serve on the committee and the date by which its report must be complete

Senior VP

none

Const, sec 1,3

Bylaw, Art. IV

Creates a new officer to help deal with increasing workload on pres and pres elect due to growth of the club - does not expand size of board

Service requirement for board membership

none

Const., Art. V, sec. 4

Must have one year of active prior involvement

Board terms - elected members

Const., Art. V, sec. 3

Const., Art. V, sec. 3

Increases terms to four years so that most will have two years of experience before becoming pres elect - does not increase size of board (three would rotate off each year)

Board terms - coach appointed members

Const., Art. V, sec. 4

Const., Art. V, sec. 5

Provides for staggering of terms (since terms of other board members are staggered); and provides for two year terms so that the staggering will work; can still be reappointed as often as coach sees fit

Athletic department member of board

none

Const., Art. V, sec. 2

Adds a representative of Athletic Dept to board as a non-voting member (much like the immediate past president)

Number of members of board

Const., Art. V, sec. 1

Const., Art, V, sec. 1

Clarification - not a change

Term of president

Const., Art. IV, sec. 6

Const., Art. IV, sec. 6

Clarifies that the president is immediately and automatically succeeded by president elect

Board vacancies

none

Const., Art. V, sec. 6

Filled by board for unexpired term of person leaving

Multiple-party memberships

none

Bylaws, Art. 1, sec. 1c

clarifies that there is one vote per membership, not one vote per person (e.g., a family has one vote)

Reduced fee memberships

none

Bylaws, Art. 1, sec. 1d

clarifies that these are non-voting (e.g., gym kids do not vote)

Executive committee

none

Bylaws, Art. VII

creates a new committee to act on behalf of the board in between meetings when needed

Distribution of assets upon dissolution

none

Const., Art. IX

to GEF if this entity should ever dissolve

Date of annual meeting

Const., Article VI

Const., Article VI

clarifies that it is at end of season B not necessarily in May

Coordination with fiscal year

Const., Art IV, sec. 3

Const., Art IV, sec. 4,6; Const. Art. V, sec. 4, 5

everything starts on July 1

Summary of Changes to Ten-O Constitution and Bylaws Amended on August 21, 2006

Subject Area

Old section

New section

Summary

Election of President

Const., Art. IV, sec 6

Const., Art IV, sec 6

Allowance for the president to be re-elected for a subsequent term and the president-elect's term to be extended.