MACA Constitution

MISSOURI ACADEMIC COACHES ASSOCIATION
CONSTITUTION AND BYLAWS


ARTICLE I

NAME

The name of the organization shall be the Missouri Academic Coaches Association (hereinafter MACA).

ARTICLE II

PURPOSE

MACA’s primary purpose will be to encourage and further academic competition in the state of Missouri.

MACA members shall support the Missouri State High School Activities Association in the conduct of the state academic tournament.

MACA shall encourage good sportsmanship and ethical behavior in academic competition.

MACA shall support and promote excellence in academic competition by encouraging and assisting coaches and their players by:

  1. providing medals for the top eight outstanding players in each district tournament competition and the state tournament competition for each of the classes as designated by the Missouri State High School Activities Association.
  2. recognizing individuals who have made significant life time contributions to the development and promotion of academic competition in Missouri. This recognition shall be in the form of the Carol Farmer Founders Award in acknowledgement of that individual’s contribution to Missouri academic competition and establishing the foundations of MACA. This award shall be on an “as appropriate” basis and may have more than one recipient in the same year.

ARTICLE III

MEMBERSHIP

Section 1. Eligibility

All Missouri academic coaches and others interested in promoting excellence in academic competition are eligible for membership in MACA.

Section 2. Dues

Annual membership dues shall be $25.00 for the first coach from a school and $15.00 for each subsequent coach. Dues may be changed to any appropriate amount by majority vote of the members of MACA in attendance at the annual convention.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Membership of Board of Directors

The Board of Directors shall be composed of the elected officers of the organization.

Section 2. Authority

The Board of Directors shall have the authority to:

  1. Establish and monitor the implementation of policies for the governance and operation of MACA.
  2. Propose amendments to the Constitution and Bylaws of MACA.
  3. Approve the budget and oversee the financial management of MACA.
  4. Act as a nominating committee for the slate of officers to be elected at the annual meeting of MACA.
  5. Contract for and organize an annual convention.
  6. Perform any function specifically set out by the Constitution and Bylaws and any other function necessary to the operation of MACA but not specifically set herein.

ARTICLE V

OFFICERS

Section 1. Office and Title

The Board of Directors of MACA shall consist of a President, Vice-President, Secretary, and Treasurer.

Section 2. Duties
  1. President: The duties of the President shall consist of presiding at all official functions including the annual convention, appointing members to committees, and representing the members of MACA at Missouri State High School Activities Association meetings in regards to the district and state academic team competitions. More specific duties for the president include, but are not limited to, making arrangements for and planning the annual convention and awarding medals to the all-state team.
  2. Vice-President: The duties of the Vice-President shall consist of presiding at all functions of MACA in the absence of the President and other such duties as the President by assign. Specific additional duties shall include sending out all-district medals across the state.
  3. Secretary: The duties of the Secretary shall consist of maintaining all the official records of MACA, recording the minutes of all official meetings, answering e-mail correspondence, and making sure the website is maintained. All official minutes and financial statements must be presented at the annual convention for examination and approval by the membership of MACA.
  4. Treasurer: The duties of the Treasurer shall be collecting dues and fees, paying financial obligations, and meeting the legal obligations of the organization as may be required by state or federal agencies. All official financial statements must be presented at the annual convention for examination and approval by the membership of MACA. The treasurer shall send the official list of paid members to the Secretary.
Section 3. Terms of Officers

Each elected and/or appointed officer of MACA will serve a term of two years. Each individual may stand for reelection or reappointment.

Section 4. Election

A slate of officers will be presented at each convention for the approval by MACA membership. Nominations may be made from the floor with the prior approval of the individual being nominated. A simple majority of the MACA members present shall be required to approve officers and changes in the bylaws.

Section 5: Vacancy

If a vacancy occurs in any elected office throughout any given term of office, the President will propose a replacement to the Board of Directors for their approval by majority vote. The replacement will hold office for the remainder of the term. If a vacancy occurs in the office of President, the Vice-President shall assume the office.

Section 6: Eligibility

All elected or appointed officers shall be dues-paying members of MACA.

ARTICLE VI

ORGANIZATIONAL STATUS

Section 1. Incorporation

MACA shall be a non-profit corporation, incorporated in accordance with the laws of the state of Missouri.

Section 2. Non-Profit

No part of the net earnings of the corporation shale inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions if furtherance of the purposes set forth herein. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these bylaws, 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 Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 3. Dissolution of Organization

Upon the dissolution of MACA, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such manner, or the such organization or organization organized at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the organization is then located, exclusively for such purposed or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VII

CONFLICT OF INTEREST

Section 1. Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (MACA) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions
  1. Interested Person: director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (a) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, (b) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or (c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

    A financial interest is not necessarily a conflict of interest. Under Section 3 Part B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
  1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest: (a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
  4. Violations of the Conflicts of Interest Policy: (a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Recordings of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy, and
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption is must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE VIII

AMENDMENTS AND RULE CHANGES

Section 1. By the Membership

MACA members may file in writing with the Board of Directors proposed changes in the Constitution and Bylaws on or before September 15 of each year. The Board of Directors shall by majority vote of those present, by mail ballot, or by email ballot determine which proposals will be submitted at the annual convention for approval by the membership.

Section 2. Vote Necessary

Proposed changes in the Constitution and Bylaws of MACA shall be discussed and voted on at the annual meeting. Approval shall be by a majority vote of the members present.

Adopted: October 1, 2018