2006 American Yo-Yo Association Bylaws

AMERICAN YO-YO ASSOCIATION, INC. Established October 1993

MISSION STATEMENT AND BY-LAWS Effective January 1, 2006

MISSION STATEMENT

            The mission of the AYYA is to provide a venue for players and collectors to come together in fellowship, and to engage in the promotion of yo-yo playing as an art form and a sport. It is also to render assistance to fellow yo-yo players and collectors, by providing an accessible source of information about yo-yo people and events. The purpose of the AYYA is to foster national competition by establishing uniform standards for running sanctioned competitions for all levels of skill from the novice to the professional and offering travel scholarships to qualified yo-yo players to help defray the costs of participating in the National Yo-Yo Championships. World Records will be monitored and recorded, and the Yo-Yo Hall of Fame will be managed.

BYLAWS
OF
THE AMERICAN YO-YO ASSOCIATION

ARTICLE I

PURPOSE

The purpose of the American Yo-Yo Association (the “AYYA”) is to serve charitable and educational purposes and to foster national yo-yoing competition by, among other things:

·        providing a venue for players and collectors to come together in fellowship;

·        promoting yo-yo playing as an art form and as a sport;

·        rendering assistance to fellow yo-yo players and collectors, by providing an accessible source of information about yo-yo people and events; 

·        fostering national competition by

o       establishing uniform standards for organizing and conducting sanctioned competitions for all levels of skill from the novice to the professional and

o       offering travel scholarships to qualified yo-yo players to defray the costs of participating in the National Yo-Yo Championships;

·        establishing world record categories and monitoring and recording world record attempts; and

·        managing the Yo-Yo Hall of Fame.

The affairs and activities of the AYYA shall be carried out at all times for the purposes and in accordance with the terms set forth in its Articles of Incorporation and these Bylaws, and in conformity with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) affecting nonprofit organizations described in Section 501(c)(3) of the Code. 

ARTICLE II

MEMBERS

            2.1       Classes of Membership. There shall be five classes of membership of the AYYA with the following annual dues:

a.         Regular Membership.  Individuals who have an interest in yo-yos and in supporting the mission of the AYYA and who do not qualify or apply for another class of membership shall be eligible for Regular Membership.  Regular Members shall be entitled to all privileges of membership, including voting rights for members ten (10) years of age or older upon payment of annual fees in such amount as the Board of Directors may establish.  Individuals will receive an AYYA Patch and pin, three yearly issues of the AYYA Newsletter and a Lifetime Membership Card.

b.         Student Membership. Individuals who have an interest in yo-yos and in supporting the mission of the AYYA and classified by their educational institution as a full time student shall be eligible for Student Membership. Student Members shall be entitled to all privileges of membership, including voting rights for members ten years of age or older upon payment of annual fees in such amount as the Board of Directors may establish.  Individuals will receive an AYYA Patch and pin, three yearly issues of the AYYA Newsletter and a Lifetime Membership Card.

c.         Family Membership.  Individuals living in the same household who have an interest in yo-yos and in supporting the mission of the AYYA shall be eligible for a Family Membership.  Each individual shall be entitled to all privileges of membership, including voting rights for members ten years of age or older, upon payment of annual fees in such amount as the Board of Directors may establish.  Family members will receive the AYYA patch and pin, a Lifetime Membership Card.  Each Family Membership will receive one copy per family of each of the three yearly issues of the AYYA Newsletter.

d.         Corporate Membership.  Corporations that have an interest in yo-yos and in supporting the mission of the AYYA shall be eligible for Corporate Membership. Corporate Members shall be entitled to all the regular privileges of membership, including voting rights for one designated person, and will also be given a 1/4 page advertising space in each newsletter for the membership year upon payment of annual dues in such amount as the Board of Directors may establish.

e.         Expired Membership. If the annual dues of a Regular Member, Student Member, Family Member or Corporate Member are not paid on time, that Member will be reclassified as an Expired Member until the dues are fully paid.  An Expired Member will not be entitled to any of the benefits of membership, will not be counted toward any quorum and will not be entitled to vote on any matters before the Members.

            2.2       Payment of Dues. A Member’s first year’s dues shall be payable upon application to the AYYA.  Annual dues in subsequent years shall be levied on and due from all Members each year in the month they joined the AYYA.  At their election, Members may prepay their membership dues up to three years in advance.

            2.3       Expulsion from Membership.  Upon evidence submitted to the Board of Directors that any member has violated any applicable requirements of these Bylaws, or is not supporting the mission of the AYYA, such member shall be expelled from the AYYA by a majority vote of the Board.

            2.4       Notification of Reclassification of Membership. One post card notification will be sent via U.S. Mail to members at the address on file in the records of the AYYA, as maintained by the Membership Director, requesting submission of past due dues and notifying them that they are now classified as a Expired Member.

            2.5       Change of Member Address.  Members must notify the AYYA of changes in their mailing address and e-mail address mail to the AYYA, 1406 Gulfwood Ct, Brandon, FL 33510 or by e-mail to ChangeOfAddress@AYYA.org.

ARTICLE III

MEMBERS’ MEETINGS

            3.1       Place and Time of Annual Meeting.  The Annual Meeting of the General Membership (members entitled to voting privileges) shall be held at the place designated for the National Yo-Yo Competition in Chico, California each year or at such place as the Board of Directors shall designate and authorize.

            3.2       Special Meetings.  Special meetings of the voting members may be called by the Board of Directors or by the President of the Board. A special meeting shall be called by the President at the request in writing of a majority of the Board of Directors, or at the request in writing of at least one-third of the outstanding number of voting members at the time shown on the records of the AYYA. Such request shall state the purpose or purposes of the proposed meeting and the business transacted shall be confined to the purpose(s) stated in the call to the meeting.

            3.3       Notice.  Written notice of each special meeting of the voting members shall state the purpose or purposes for which the meeting is called; the place, date and hour of the meeting; and shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be sent by the Secretary by ordinary mail to each member’s address not less than two weeks prior to the date of the meeting. 

            3.4       Quorum. One-Quarter (25%) of the members entitled to vote shall constitute a quorum for the transaction of business.  Absentee ballots or voting proxies may be counted towards a quorum at the meeting; however a minimum of five percent (5%) of the membership must be present to organize the meeting.  For the purposes of determining a quorum, each Family Membership shall be counted as a single membership and shall be deemed to be present if a single Family Member is present.

ARTICLE IV

VOTING

            4.1       Ratio of Votes.  With the exception of Expired Memberships, each Membership shall be entitled to one (1) vote, regardless of how many individuals share the same Membership.  For example, a family of 3 that shares one Family Membership and a company with 15 employees that holds one Corporate Membership shall each be entitled to one vote.

            4.2       Method of voting.  Any member entitled to vote may do so by (a) voting in attendance, (b) voting by absentee ballot which must be received by the AYYA no less than three (3) days before the date of the meeting, or (c) voting by proxy, cast by a voting member in attendance.  Corporate members shall designate, prior to any meeting at which they will be voting, who their authorized representative will be with the Secretary.  Such voting proxy shall be signed and dated by the voting member and registered with the Secretary by the member in attendance at the meeting.

            4.3       Majority vote.  All AYYA matters required to be voted upon by the members shall be authorized by a majority of the votes cast.

ARTICLE V

DIRECTORS

5.1       General Powers.  Except as expressly provided by law, the Articles of Incorporation or these Bylaws, all the powers of the AYYA shall be vested in the Board of Directors.  Each elected director shall be entitled to one vote. Unless otherwise specified in these Bylaws, the vote of a majority of the Directors present and voting shall constitute an act of the Board of Directors.

5.2       Number of Directors.  The Board of Directors shall have at least seven (7) and no more than fifteen (15) members.  The Board may increase or decrease the number of directors constituting the Board of Directors by an affirmative vote of at least two-thirds of the Directors then in office as long as the total remains an odd number.

            5.3       Qualifications of Directors and Candidates.  Each nominated individual must be a Member in good standing of the AYYA (other than an Expired Member) and must be at least eighteen (18) years old.  In order to prevent possible conflicts of interest in the decisions of the Board, individuals having a financial interest in a company manufacturing yo-yos or component parts, including any family member, may not serve on the Board of Directors unless the Board establishes a conflict of interests policy that prevents such individuals from participating in any discussions or votes that benefit the companies with which they are associated or harm competitor companies.

            5.4       Election of Directors. The Board of Directors shall be elected by those Members entitled to vote by ballot in the November AYYA Newsletter.  Each Member entitled to vote shall have one vote to cast for each position on the Board. The nominees receiving the highest number of votes shall become members of the Board.  Results will be published on-line as soon after tabulation as possible, and in the April issue of the AYYA Newsletter.  Any Member in good standing (other than an Expired Member) may nominate a candidate for the Board of Directors.

            5.5       Term of Office.  Directors shall serve the AYYA for a period of two years beginning on January 1, and ending when a replacement has been determined.  Directors’ terms are staggered and have no term limits.

            5.6       Removal from the Board.  Directors may be removed with cause by a majority vote of (a) the voting members of the AYYA, or (b) the Board of Directors. Directors may be removed without cause only by vote of three-fourths of the voting members of the AYYA.

            5.7       Resignation.  A Director may resign at any time upon giving written notice to the Board of Directors or to the President of the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt of the notice by the AYYA Board.

            5.8       Vacancies.  If a vacancy is created on the Board of Directors, such vacancy may be filled by a Member in good standing who meets the qualifications to serve as a Director and receives a majority vote of the Board. Persons chosen to fill such vacancies shall hold the office during the unexpired term of the vacancy.

            5.9       Quorum of Board.  A majority of the number of directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business.  The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  Less than a quorum may adjourn any meeting.

            5.10     Preliminary Matters of Board.  The first order of business of the Board of Directors after each election shall be to elect one of their members as President of the Board, to serve until the following year when the next Board is elected.  Each Director’s name, address, phone number(s), e-mail and year of term expiration shall be on the cover page of each AYYA Newsletter.

            5.11     Meetings of the Board of Directors. The Annual Meeting of the Board of Directors will be held at the place designated for the National Yo-Yo Competition in Chico, California in the month of October.  Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of the President or a majority of the directors.  The Secretary or officer performing the Secretary’s duties shall give not less than five (5) days notice by letter, telegraph, telephone or in person of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board.  Meetings may be held at any time without notice if all of the directors are present, or if those not present waive notice in writing either before or after the meeting.  The notice of meetings of the Board need not state the purpose of the meeting.  Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.  Meetings can also take place via e-mail, web board, or other means and actions can be agreed upon once a final summary of the vote is sent to all the Board Members via e-mail.  The Annual Meeting and other meetings of the Board of Directors are open to all Members.

            5.12     Actions by Directors or Committee Without Meeting.  Any action which may be taken at a meeting of the Board or of a committee may be taken without a meeting if a consent in writing, setting forth the action, is signed either before or after such action by all of the directors or all of the members of the committee, as the case may be.

            5.13     Compensation.  A director shall not be entitled to compensation for his or her services as a director.  The foregoing shall not prevent the Board of Directors from reimbursing any director for expenses actually, necessarily and reasonably incurred in the performance of his or her duties as director, or from entering into a contract in the best interests of the AYYA and on fair and reasonable terms, as determined by a vote of directors not having a material financial interest in the matter.

            5.14     Committees. The Board of Directors by resolution may designate, from its members, such advisory committees as it requires to fulfill such functions and purposes designated by the Board of Directors.  All such advisory committees shall serve at the pleasure of the Board.

ARTICLE VI

OFFICERS

            6.1       Election of Officers; Terms.  The officers of the AYYA shall consist of a President, a Secretary and a Treasurer.  Other officers may from time to time be appointed by the Board of Directors.  All officers shall hold office until the next annual meeting of the Board of Directors or until their successors are appointed.  With the exception of President and Treasurer, which must be held by different individuals during the same term, any two or more offices may be held by the same person during the same term.

            6.2       Eligibility of Officers.  Each nominated individual must be a Member in good standing of the AYYA (other than an Expired Member) and must be at least eighteen (18) years old. 

            6.3       Removal of Officers; Vacancies.  Any officer of the AYYA may be removed summarily, with or without cause, at any time, by the Board of Directors.  Vacancies may be filled by the Board of Directors.

            6.4       Duties.  The officers of the AYYA shall have those duties that are required by law, granted by the Board, described in these Bylaws or customary for their offices.  The Board of Directors may require any officer to give such bond for the faithful performance of his or her duties as the Board may see fit.  Officers may bind the AYYA only to the extent permitted under Virginia law or as described in these Bylaws.

            6.5       Duties of the President.  The President shall be the chief executive officer of the AYYA and shall be primarily responsible for the implementation of policies of the Board of Directors.  He or she shall have general management and direction of the AYYA subject only to the ultimate authority of the Board of Directors.  Except as otherwise provided in these Bylaws or in the resolutions establishing such committees, he or she shall be ex officio a member of all committees of the Board of Directors.  In the absence of the Chairman of the Board, or if there is no such officer, the President shall preside at all corporate meetings.  He or she may sign and execute in the name of the AYYA any binding or nonbinding legal and other documents, except when the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the AYYA or shall be required by law otherwise to be signed or executed.  In addition, he or she shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him or her by the Board of Directors.  The President, in order to be appointed to office, shall have previously served on the Board of Directors of the AYYA for at least one (1) complete term and be a Member of the AYYA in good standing (other than an Expired Member).

            6.6       Duties of the Treasurer.  The Treasurer shall have charge of and be responsible for all funds for membership, dues, sale of patches and other AYYA sale items and/or donations. The Treasurer will process membership applications and deposit payments (dues) in the AYYA General Fund keeping a running record of all transactions.  The Treasurer shall be responsible for (i) maintaining adequate financial accounts and records (including timely preparing the annual financial statement for use by the President at the Annual Meeting); (ii) preparing appropriate operating budgets and financial statements; (iii) reporting on the financial status of the AYYA; (iv) preparing and filing all tax returns required by law; and (v) performing all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors or the President.  He or she may sign and execute in the name of the AYYA any binding or nonbinding legal and other documents, except when the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the AYYA or shall be required by law otherwise to be signed or executed. 

            6.7       Duties of the Secretary.  The Secretary shall act as secretary of all meetings of the Board of Directors and of the Members of the AYYA.  When requested, he or she shall also act as secretary of the meetings of the committees of the Board.  He or she shall keep and preserve the minutes of all such meetings in permanent books.  He or she shall see that all notices required to be given by the AYYA are duly given and served; shall have custody of the seal of the AYYA and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the AYYA under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the AYYA relating to its organization and management as a corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed, shall have charge of and be responsible for maintaining a record of all donors and the amount of their contributions; shall be responsible for the written acknowledgment of all contributions; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors or the President.  Notwithstanding the foregoing, the Secretary may delegate such record maintenance functions to willing employees, independent contractors or other agents of the AYYA.

            6.8       Compensation and Reimbursement. Officers of the AYYA may be eligible for such reasonable compensation or reimbursement as may be determined by the Board of Directors.  Any officer may be reimbursed for expenses upon submission of an expense reimbursement to the Board for approval.  Upon approval by the Board, an expense reimbursement request must be sent to the Treasurer for payment. 

ARTICLE VII

SANCTIONING OF CONTESTS

            7.1       Process for Sanctioning.  Individuals must submit their request for contest sanctioning to the Board of Directors no less than thirty (30) days prior to the event.

            7.2       Sanctioning Requirements.  To qualify as a sanctioned event, an event organizer applicant must certify that the event will  comply with the AYYA Approved Tricks List and Rules, as the same may be modified from time to time by the Board..

ARTICLE VIII

LIABILITY AND INDEMNIFICATION

            8.1       Limitation on Liability of Officers and Directors. To the full extent that the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or officer of the AYYA shall not be liable to the AYYA for monetary damages.

            8.2       Indemnification.  To the full extent permitted and in the manner prescribed by the Virginia Nonstock Corporation Act and any other applicable law, the AYYA shall indemnify a director or officer of the AYYA who is or was a party to any proceeding by reason of the fact that he or she is or was such a director or officer or is or was serving at the request of the AYYA as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

            8.3       Directors, Officers, Employers or Agents.  Reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators.

ARTICLE IX

CORPORATE RECORDS

            9.1       Minutes of Meetings and Records of Actions Taken Without Meetings.  The AYYA shall keep as permanent records minutes of all meetings of its Board of Directors and all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the AYYA.

            9.2       Accounting Records.  The AYYA shall maintain appropriate accounting records.

            9.3       Form of Records.  The AYYA shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

            9.4       Specific Records Which AYYA Must Keep. The AYYA shall keep a copy of the following records:

                        a.         The AYYA’s Articles of Incorporation and all amendments and restatements thereof currently in effect;

                        b.         The AYYA’s Bylaws and all amendments and restatements thereof currently in effect;

                        c.         A list of the names and business addresses of the AYYA’s current directors and officers;

                        d.         The AYYA’s most recent annual report delivered to the State Corporation Commission; and

                        e.         Form 1023, Application for Recognition of Exemption, filed by the AYYA with the Internal Revenue Service.

            9.5       Inspection of Records.  Members may inspect the records of the AYYA upon reasonable notice submitted to the Board of Directors.  Records will be available for inspection at 1406 Gulfwood Ct, Brandon, FL 33510

ARTICLE X

DISSOLUTION

            Membership does not entitle members to any ownership in the assets of the AYYA.  Upon the dissolution of the AYYA, the assets of the AYYA will be transferred only to another organization exempt from taxation under Section 501(c)(3) of the Code.  Provided The National Yo-Yo League is in existence and exempt from taxation under Section 501(c)(3) at the time of the AYYA’s dissolution, such assets will be transferred to The National Yo-Yo League or an entity of similar purposes.

ARTICLE XI

MISCELLANEOUS PROVISIONS

            11.1     Fiscal Year.  The fiscal year of the AYYA shall be from October 1 through September 30.

            11.2     Checks, Notes and Drafts.  Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize.  Where the Board of Directors has not authorized anyone else to sign an AYYA check, the President and Treasurer of the AYYA shall both sign such check.  When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

            11.3     Amendment of Articles of Incorporation and Bylaws. The AYYA’s Articles of Incorporation may be amended or altered at any meeting of the Board of Directors by a resolution adopted by at least two-thirds of the AYYA’s directors.  These Bylaws may be amended or altered at any time at any meeting of the Board of Directors by a resolution adopted by at least a majority of the AYYA’s directors.

            11.4     Use of Pronouns.  Whenever used herein, the masculine pronouns shall include the feminine, the feminine shall include the masculine, the singular shall include the plural and the plural shall include the singular.

            11.5     Logo.  The AYYA may adopt and use a logo of its choice (the “Logo”).  The Logo may be a facsimile, engraved or printed.  The Logo shall be imprinted on all AYYA stationery.  The Board of Directors shall have the sole power to approve or disapprove any or change of the AYYA logo.