Constitution and By-Laws of the Mid-Atlantic Cricket Conference

4 April 1998

Article I

Name

The Mid-Atlantic Cricket Conference shall be hereinafter known as the MACC.

Article 2

Purposes

This corporation is organized for educational purposes and for the purpose of fostering national or international amateur sports competition including for such purposes, the making of distributions or organizations that qualify as exempt organizations under Section 501(c)(3) and 170(c)(2) of the Internal Revenue code of 1986 (herein the "Code") (or the corresponding provisions in any future United States Internal Revenue Code).

Objectives

• To promote, encourage, foster and develop interest in and knowledge and understanding of, the game of cricket throughout NC, VA and SC.
• To encourage and assist in promoting, administering and hosting cricket games between member teams from various states, regions, zones or areas of the United States of America and elsewhere.
• To liaison with, make contacts with and sign agreements with any United States of America federal, state, municipal, city or regional governing body or with the International Cricket Council or any other International body on matters pertaining to cricket in NC, VA and SC.
• To foster, encourage and develop the highest standard of officiating in all MACC cricket.
• To make all relevant decisions pertaining to the conduct of the game between and involving member clubs and to have binding authority as regards matters pertaining to the game between member clubs.
• To foster development of youth cricket within NC, VA and SC.
• To establish and develop venues where local cricket can be played.
• To ensure that all cricket matches organized within and by the MACC are conducted within the laws of cricket and the traditions and spirit of the game are upheld by all members.
• To maintain regular communications with all members on MACC affairs.
• To perform all such acts or do such things as may seem to the MACC to be necessary or conducive to the promotion and development of cricket in NC, VA and SC.

Article 3

Membership

Member

Membership shall be open to any bona fide cricket club in NC, VA and SC that maintains a roster of at least 15 members who regularly play and promote cricket.

Admission

Applications for membership shall be admitted upon written application and approval by the Board of Directors and upon payment of any fees or dues that the board may prescribe.

Termination or Suspension of Membership

• Any member club may resign membership at any time by a written notice.
• Termination of membership can also result due to non-payment of dues, fines or any other assessments by the due date.
• Any member may be expelled or suspended owing to conduct that the Board of Directors deems detrimental to the interests of the MACC.
• Such a member shall receive written notice stating that its membership is suspended and the reasons therefore. The member shall be provided an opportunity to present its case before the Board of Directors. An appeal shall be made no later than 60 days from the date when such decision was conveyed to the member.
• The decision to suspend or expel a member shall require a four-fifths majority of the Board of Directors.

Membership Fee

The membership fee shall be determined annually by the Board of Directors by 1 March each year. Membership fees are effective from 1 April each year and are payable by 1 April.

Article 4

Board of Directors

• The MACC shall be governed by a Board of Directors who shall determine overall policy, approve budgets and set guidelines, priorities, and, acting through the executive committee, manage the affairs of the MACC.
• Each member club of the MACC shall nominate one person to the Board of Directors, for a one year term. The nominee must be a bona fide member of the member club. There is no limit on the number of times a person may be appointed to the Board of Directors.
• Each member club shall have one vote on the Board of Directors.
• In the event that the president is unable to act as chairman at meetings of the Board of Directors, another member of the Executive Committee shall act as provided in Article 7.
• The Board of Directors may, in its sole discretion authorize any officer/officers, agent/agents to enter into any contract or execute any instrument in the name of, and on behalf of, the MACC and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or other person shall have any power or authority to bind the MACC by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.

Article 5

Executive Committee

An officer of the Executive Committee cannot simultaneously serve on the Board of Directors.

The Executive Committee shall be responsible for implementing the policy set boy the Board of Directors and administering the MACC on a day-to-day basis. The Executive Committee shall comprise of between 3 and 10 people including the following officers, President, Treasurer and Secretary.

Article 6

Appointment of the Executive Committee

• The Executive Committee shall be appointed by the Board of Directors every two years. Candidates shall be nominated by members of the Board who, in turn, shall review the qualifications and experience of the candidates. Appointments shall be made based on the candidate's ability to execute the duties set forth in Article 7.
• In the case where a position on the Board of Directors becomes vacant through the appointment of a member to the Executive Committee, then the vacant position shall be filled by the relevant member club.

Recall of the Executive Committee

In the event of misconduct, failure to execute duties or other actions not befitting the position of executive officer, the Board of Directors may recall any officer by a four-fifths majority vote.

Article 7

Duties of Officers

President

• The President shall provide leadership of the MACC to: ensure the enjoyment of the game by all participants, administer the league efficiently, promote the game of cricket in NC, VA and SC and improve the standards of fairness, umpiring, playing and facilities in NC, VA and SC.
• The president shall hold office for a period of two years commencing immediately upon appointment by the Board of Directors at the election meeting.
• The President shall preside at all MACC meetings. He shall be an ex-officio member of all committees and sub-committees. He shall have the power to cast a deciding vote in case of a tie.
• Unless he is unable to attend, he shall act as a chairman of all meetings of the Board of Directors, where he shall have a deciding vote in all tied ballots.

Secretary

The Secretary shall keep Minutes of all MACC meetings, attend to all correspondence, send out notice of meetings, and maintain a current list of all member clubs. He shall make available for inspection by any member the register of members of the MACC.

The Secretary shall appoint a member of the Board of Directors to maintain an up-to-date league ladder during the season.

Treasurer

The Treasurer shall keep and maintain complete and correct records of the MACC finances, accounts and taxes. He shall keep records of all receipts and disbursements, assets, liabilities and retained earnings. He shall submit an audited accounting of all financial transactions at the AGM. He shall also submit interim financial statements from time to time as required by the Executive Committee. Upon written request, he shall make available to any member for inspection, books of accounts at all reasonable times. At the start of each year, he shall prepare and submit before the Executive Committee a Budget for the year. He shall file proper, adequate and complete tax returns required per the federal, state and city laws. He shall seek to maintain the non-profit status under section 501(c)(3) of the Internal Revenue Code. He shall provide accounting to the ICC as required by the ICC rules. All checks must be signed jointly by the Treasurer and the President.

Term Limits

An Officer shall be subject to a term limit not exceeding a maximum of two consecutive terms.

Article 8

Affiliations

MACC may affiliate with other cricketing bodies in the USA and elsewhere if deemed to be in the best interest of the MACC.

Article 9

Meetings

• The Annual General Meeting (AGM) shall be held during October of every year. The AGM shall be held at a venue decided by the Board of Directors. A written notice of the AGM shall be given to member clubs at least 30 days prior to the date of the meeting. The notice of the meeting shall be accompanied by the agenda of the meeting, annual financial report, minutes of the previous AGM and all other relevant reports.
• Special meetings of the Executive Committee or the Board of Directors may be called from time to time by any of their Officers or Directors. A meeting, telephone or e-mail conference should be held within 10 days.
• An extraordinary general meeting of the member clubs of the MACC may be called at any time by the President or 1/2 of the Board of Directors to discuss any matter of importance. Any such request shall be in writing specifying the general nature of the business to be conducted. The meeting must be held within 30 days of notice. Nothing contained in this paragraph shall be construed as limiting, fixing or affecting the time when a meeting of members called by action of the Board of Directors or the Executive Committee may be held. The President shall chair the extraordinary meeting.

Quorum

No business shall be conducted unless a quorum is present. Quorum for the meetings shall be as follows:

• AGM: At least 1/3 of member clubs personally present at the meeting who are in good standing.
• Executive Committee. At least 2/3 of the Executive Committee members personally present.
• Executive and Board of Director meetings. No quorum but minutes of meetings must be e-mailed to all Officers/Directors and any votes taken by e-mail.

Article 10

Voting

• Each member club in good standing is entitled to one vote.
• Unless otherwise specified in this constitution, all resolutions shall be carried by simple majority vote.
• If a quorum is not present then voting will be by e-mail or telephone.

Proxy Votes

Written proxy votes of all members are permitted. These may be received by the Secretary in the mail, via e-mail or be handed in at the meeting. These proxy votes should be sealed and opened only at the meeting by the president in the presence of the members attending.

Article 11

Committees

All committees and subcommittees shall be appointed by the Executive Committee.

Disciplinary Committee

A disciplinary committee of three persons shall be appointed by the Executive Committee from members of the Board of Directors. The committee members shall be drawn at random from a list that excludes any club or clubs involved in the disciplinary matter. Each committee shall disband after it has delivered its findings.

Article 12

Amendments

Any part of the Constitution may be amended by a 4/5ths majority of member clubs voting on the amendment, either in person or through a mail ballot. Notice of the proposed motion shall be given to all members at least 21 working days before the meeting to so amend the Constitution. The complete text of the proposed amendment must accompany the notice of the meeting at which the motion is to be moved.

Article 13

Prohibited Activities

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of purposes set forth in these articles of incorporation. No substantial part of the activities of the corporation shall be in carrying on propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing of distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Cod or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

Distribution of Assets upon Dissolution

Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization, or to such organization or organizations organized and operated exclusively for religious, charitable, educational, scientific or literary purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Code as the Board of Directors shall determine, or to federal, state, or local governments to be used exclusively for public purposes. Any such assets not so disposed of shall be disposed of the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or such organizations, such as court shall determine, which are organized and operated exclusively for such purposes, or to such governments for such purposes.