Constitution

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Constitution

            ARTICLES OF INCORPORATION

2019-10-04

ARTICLE I – NAME

  1. The Association shall be known as “INTERNATIONAL SHUFFLEBOARD ASSOCIATION, Inc.”, hereafter known as the “ISA”.

 

ARTICLE II – OFFICIAL LOCATION

  1. The address of the ISA is consistent with the address registered with the Florida Department of State – Division of Corporations, document #749128 on www.sunbiz.org.

 

ARTICLE III – PURPOSES

  1. The purpose of the ISA is to promote the sport of Shuffleboard by providing information about Shuffleboard, by stimulating the formation of National Shuffleboard Associations throughout the world, by promoting and executing international Shuffleboard events and competitions, by establishing and fostering social contacts and friendship between people interested in Shuffleboard from different nations and cultures.

 

ARTICLE IV – ELECTION OF DIRECTORS/OFFICERS

  1. Nominations for ISA President or ISA Treasurer may come from the National Presidents of the “Full Member” nations or from the floor.
  2. The ISA President and the ISA Treasurer shall be elected by the National Presidents of the “Full Member” nations with simple majority.
  3. Election procedures for the National Presidents of the “Full Member” nations are subject to the terms of the national associations themselves.
  4. The offices of Secretary, Historian and Keeper of Records shall be nominated by the ISA President and approved by the voting members of the Board of Directors with simple majority.
  5. The Past President is the ISA President preceding the current ISA President.
  6. A simple majority is defined as more than half of all voting members of the National Presidents voting in favour of the candidate.
  7. If there is only one nominee for an office, in order to be elected for that office the nominee must still achieve a simple majority of all voting members of the Board of Directors.
  8. If there is more than one nominee for an office, then, and only then, shall the voting be determined through a secret ballot.
  9. In the event that there are more than two candidates for any office, a run-off vote shall be held between the two candidates receiving the greatest number of votes on the first ballot.
  10. Currently serving officers may be nominated to succeed themselves.

 

ARTICLE V – BOARD OF DIRECTORS/OFFICERS

  1. The Board of Directors shall consist of the ISA President, the ISA Treasurer and the National President of each “Full Member” nation as voting members and of the Secretary, Historian, Keeper of Records and Past President as non-voting members.

 

ARTICLE VI – MEETINGS

  1. The ISA holds an annual meeting of Directors and Officers. Details are stated in the bylaws.

 

ARTICLE VII – REGISTERED OFFICE & AGENT

  1. The address of the ISA is consistent with the address registered with the Florida Department of State – Division of Corporations, document #749128 on sunbiz.org.
  2. The name of the registered agent of the ISA is consistent with name registered with the Florida Department of State – Division of Corporations, document #749128 on www.sunbiz.org.

 

ARTICLE VIII – FISCAL YEAR

  1. The fiscal year of the ISA shall be the calendar year.

 

ARTICLE IX – MEMBERSHIP

  1. Any National Shuffleboard Association, having qualified under the constitution and bylaws of the ISA, may be duly proposed and accepted by a 2/3 vote of approval by the voting members of the ISA Board of Directors.

 

ARTICLE X – DISSOLUTION

(1) Dissolution of the ISA needs a majority of 3/4 of the vote of the ISA Board of Directors on a special ISA Board meeting that is called only for the purpose to vote about the dissolution.

(2) Upon dissolution or final liquidation of the ISA the assets shall be split into monetary and non-monetary assets.

2.1 Monetary assets of the organization shall be equally distributed between the “Full Members” of the ISA.

2.2 Non-monetary assets shall be transferred to the national Shuffleboard organization of the country where the ISA is registered.

 

ARTICLE XI – AMENDMENTS

  1. Amendments to the Articles of Incorporation shall require a two thirds majority vote of the voting members of the Board of Directors for the said amendments to be adopted.
  2. A dated copy of any proposed amendment shall be sent to each voting member of the Board of Directors for consideration.
  3. When the Secretary is satisfied that each voting member of the Board of Directors has had the proposed amendment for a period of two weeks, the President shall call for a vote by electronic transmission or in person at the Annual Board Meeting.
  4. After the amendment has been adopted, the amended constitution shall be filed with the Department of State in accordance with the legislation.

 

BYLAWS

2019-10-04

 

ARTICLE I – APPLICATION FOR MEMBERSHIP

(1) Any national organization wishing to become a member of the ISA must submit a written application to the ISA President.

(2) The applying national organization must enter and participate in an official ISA tournament with at least four members from that organization before ‘Full Member” status is granted.

(3) The voting members of the Board of Directors can then grant “Full Member” status to the applicant organization with a two-thirds majority cast by the voting members of the Board of Directors.

 

ARTICLE II –MEMBERSHIP CATEGORIES

(1) The ISA has two membership categories.

1. “Full Member”

1.1 Any national Shuffleboard organization that requests to become a member and qualifies in accordance with ARTICLE I (1) & (2) shall be granted “Full Member” status.

1.2 Each “Full Member” organization has voting rights.

1.3 If any “Full Member” organization does not send at least one competitor in three consecutive ISA World Championships, their status will be reduced to that of “Associated Member” effective at the end of the last round of the tournament of the 3rd missed event.

1.3.1 Additionally they forfeit their voting rights until reinstated as per ARTICLE II (1) 2.4.

2. “Associated Member”

2.1 Any national Shuffleboard organization that requests to become a member and does not fully qualify in accordance with ARTICLE I (1) & (2) may be duly proposed as “Associated Member” and accepted with a two-thirds majority cast by the voting members of the Board of Directors.

2.2 “Associated Members” have no voting rights.

2.3 Once an “Associated Member” qualifies in accordance with ARTICLE I (1) & (2) their status shall be converted into “Full Member” status and afforded all rights as set down in ARTICLE II (1) 1.2.

2.4 Downgraded “Full Members” shall be reinstated by having at least one member compete in an ISA World Championship within five years following their downgrade and by a two-thirds majority vote cast by the voting members of the Board of Directors.

(2) Attendees & votes at Board of Directors meetings

  1. Each national Shuffleboard association is entitled to have its national president and one observer attend the Annual General Board Meeting (AGBM).
  2. Each national Shuffleboard association is entitled to have its national president attend other meetings of the ISA.
  3. Each national Shuffleboard association is entitled to one vote only on any motion before the Board of Directors.
  4. The membership is not transferable.
  5. A nation can only be represented by one national Shuffleboard association.

 

ARTICLE III – TERMINATION OF MEMBERSHIP

(1) ISA National Memberships are indefinite unless:

  1. A member associations’ Board submits a letter of resignation.
  2. A member association is expelled by a two-thirds majority vote cast by the voting members of the Board of Directors.

(2) The member association in question must be given a written notice to the last known address shown in the ISA records. This can be a physical address or an email address.

(3) The member association subject to expulsion has the opportunity to address the Board of Directors before the vote is taken. The address can be presented either in person or in writing.

(4) An association whose membership is terminated loses all rights granted during their status as a “Full Member” or “Associated Member”.

 

ARTICLE IV – BOARD OF DIRECTORS TERMS

(1) Office Term

  1. The ISA President, ISA Treasurer, Secretary, Hall of Fame Curator, Keeper of Records and Past President shall hold office for two years, starting from the day following the election, or until a successor in office has been elected.

 

ARTICLE V – REMOVAL OF DIRECTORS

(1)The ISA President, ISA Treasurer, Secretary, Hall of Fame Curator, Keeper of Records and Past President may be removed from office with or without cause by simple majority of all voting members of the national presidents of the “Full Member” associations.

 

ARTICLE VI – DUTIES OF DIRECTORS

(1.) The ISA President

  1. Acts in a positive, affirmative and ethical way according to the purposes of the Association
  2. Coordinates the interests of the member associations with special attention to the needs of people from different nations and cultures
  3. Oversees the Association’s administrative and financial departments as well as its employees and volunteers
  4. Prepares all meetings by establishing an agenda and inviting the relevant participants
  5. Presides at all meetings
  6. Conducts meetings in accordance with parliamentary procedure, using the latest edition of “Robert’s Rules of Order Newly Revised” as a guide, notwithstanding the option to use deviating procedures if appropriate
  7. Nominates Secretary, Hall of Fame Curator and Keeper of Records
  8. Nominates members of the audit committee
  9. Has the right to nominate members of the Steering Committee
  10. Acts as Chair and as a voting member of the Steering Committee
  11. Delegates authority to carry out ISA projects
  12. Reports to the voting members of the Board of Directors

(2) The ISA Treasurer

  1. Is the sole custodian of the corporate seal and of all funds of the Association
  2. Files the NOT-FOR-PROFIT CORPORATION ANNUAL REPORT and the IRS E-POSTCARD for FORM 990 due May 15th each year
  3. Secures the Association’s financial liquidity and stability
  4. Pays approved bills from the Associations bank account(s)
  5. Provides financial information for the voting members of the Board of Directors and the auditors
  6. Has the right to nominate members of the Steering Committee
  7. Acts as a voting member of the Steering Committee
  8. Reports to the voting members of the Board of Directors

(3) The National Presidents

  1. Have the right to nominate the ISA President and the ISA Treasurer
  2. Elect the ISA President and the ISA Treasurer
  3. Approve directors, officers and audit committee members nominated by the ISA President and/or by the ISA Treasurer
  4. Only the longest standing National President has the right to nominate members of the Steering Committee
  5. Support the directors and officers of the ISA in their duties
  6. Monitor and observe work of directors and officers of the ISA

(4) The Secretary

  1. Documents all meetings and produces the meeting minutes
  2. Maintains lists with contact details for all directors, officers and commission members of the ISA
  3. Attends all correspondence
  4. Is in charge of the files of the ISA
  5. At each meeting, has the current version of the Articles of Incorporation, Bylaws, the ISA Handbook and the minutes of the last five meetings
  6. Conducts votes under the direction of the ISA President
  7. Reports to the voting members of the Board of Directors

(5) The Hall Of Fame Curator

  1. Maintains the ISA Hall of Fame
  2. Provides information for visitors of the ISA Hall of Fame
  3. Archives ISA files older than seven years in digital format
  4. Reports to the voting members of the Board of Directors

(6) The Keeper of Records

  1. Maintains results of all competitions during ISA events in digital format
  2. Provides information regarding results if required
  3. Monitors results published by the ISA
  4. Reports to the voting members of the Board of Directors

(7) The Past President

  1. Advises the Board of Directors

(8) Further details are stated in the ISA Handbook.

 

ARTICLE VII – OFFICERS OF THE ASSOCIATION

(1) The ISA currently has no officers.

 

ARTICLE VIII – OFFICERS TERMS

(1) Office Term

  1. The officers shall hold office for two years, starting from the day following the election, or until a successor in office has been elected.

ARTICLE IX – REMOVAL OF OFFICERS

(1) Any officer may be removed from office with or without cause by simple majority of all voting members of the national presidents of the “Full Member” associations.

 

ARTICLE X – DUTIES OF OFFICERS

(1) Details are stated in the ISA Handbook.

 

ARTICLE XI – VOTING PROCEDURES

(1) General Procedures

  1. Each “Full Member” association of the ISA, the ISA President and the ISA Treasurer shall have one vote at all meetings, including those meetings that take place by electronic transmission via the Association.
  2. Any voting member unable to attend a meeting will be allowed to vote by electronic transmission or by assigning his/her voting privilege in writing to the person representing him/her.
  3. Said notification must be presented to the Secretary prior to the meeting.
  4. A vote can take one of three forms:

4.1 “Yes” – in favour of the motion

4.2 “No” – against the motion

4.3 “Abstain” – neither in favour nor against the motion, no vote provided or invalid vote

(2) Votes at the Annual General Board Meeting (AGBM)

1. If the ISA President directs the Secretary to conduct a vote during the Annual General Board Meeting, the Secretary shall ask for a vote by stating the wording of the motion.

2. The Secretary shall ask for votes for “Yes,” “No” and “Abstain.”

3. Should a voting member of the Board of Directors be unable to attend the meeting and therefore choose to vote by electronic transmission, the vote must be received by the Secretary two weeks before the meeting and must be kept confidential until the vote takes place during the meeting.

4. The Secretary has to notify the ISA President of the existence of that vote.

5. Once the Secretary has received votes from all voting members of the Board of Directors, the Secretary shall notify the voting members of the Board of Directors regarding the detailed results.

(3) Votes by electronic transmission

  1. If the ISA President directs the Secretary to conduct a vote by electronic transmission, the Secretary shall notify the voting members of the Board of Directors and ask for a vote by stating the wording of the motion and the date by which a vote is required.
  2. Every voting member of the Board of Directors has to have a minimum of two weeks of consideration before the vote is taken.
  3. In return, the vote has to be addressed to the Secretary.
  4. A vote becomes invalid if confidentiality is broken, i.e. if there are any additional recipients apart from those mentioned above.
  5. Once the Secretary has received votes from all voting members of the Board of Directors or the end of the voting period is reached, the Secretary shall transmit the detailed results (number of votes for “Yes”, “No” and “Abstain”) to the ISA President.
  6. Following the vote the ISA President shall inform all members of the Board of Directors about the motion and the vote.

 

ARTICLE XII – FILLING VACANCIES

(1) If an office becomes vacant before the regular term of the office has ended, the following procedures to fill the vacancies shall apply:

  1. The ISA President

1.1 In the event the office of the ISA President is vacant before his/her term has ended, the ISA Treasurer assumes the duties of the President, and oversees the nomination process for a new ISA President immediately.

1.2 In the event the office of the ISA President and the ISA Treasurer is vacant before their term has ended, the ISA Secretary assumes the duties of the President, and oversees the nomination process for a new ISA President immediately.

1.3 In the event the office of the ISA President, the ISA Treasurer and the ISA Secretary is vacant before their term has ended, the longest standing national president of the “Full Member” associations oversees the nomination process for a new ISA President immediately.

1.4 As long as the office of the ISA President is vacant, no changes to the Articles of Incorporation, Bylaws or the ISA Handbook can be made.

1.5 If a national president comes to hold the office of the ISA President, he/she has to assign his/her voting privilege as a national president to a representative of his/her national association.

1.6 However, he/she may continue to act as the national president of his/her national association.

2. ISA Treasurer, Secretary, Hall of Fame Curator, Keeper of Records

2.1 Such vacancy shall be filled for the unexpired portion of the regular term of such office by the ISA President with the approval of a simple majority of the voting members of the Board of Directors.

3. Past President

3.1 Such vacancy shall not be filled until the regular term of the office ends.

 

ARTICLE XIII – MEETINGS

(1) General Procedures

  1. The ISA holds the following meetings:

1.1 Annual General Board Meeting (AGBM)

1.2 Special Meeting

1.3 General Information Meeting

  1. Meetings of the ISA may be called by

2.1 The ISA President.

2.2 Request to the ISA President by a number of voting members of the Board of Directors equal to or greater than one third of all voting members of the Board of Directors.

  1. Notice of such meetings must be given to each member of the Board of Directors and, if necessary, any other ISA officer, committee members or guests four weeks prior to the meeting.
  2. The ISA President directs the Secretary to inform the invitees by mail about the date, time, place and the order of business of the meeting.
  3. In order to transact business, a number of voting members of the Board of Directors equal to or greater than half of all voting members of the Board of Directors must be voting according to Bylaws Article XI.
  4. As a minimum, the order of business of the Annual General Board Meeting shall contain:

6.1 Roll Call

6.2 Approval of Agenda

6.3 Reading of minutes

6.4 President’s report

6.5 Treasurer’s report

6.6 Report of committees

6.7 Application for membership

6.8 Unfinished business

6.9 Election of Directors

6.10 Election of Officers

6.11 Request to host international tournaments

6.12 New business

6.13 Adjournment

  1. Due to the nature of the Special Meeting and the General Information Meeting, their order of business may vary from the aforementioned.

(2) Annual General Board Meeting

  1. The Annual General Board Meeting will normally coincide with the date and location of an ISA World Championship.
  2. In years when there is no ISA World Championship, the ISA President will convene an electronic meeting.

2.1 If the ISA President is unable to attend, the ISA Treasurer – in his/her absence the ISA Secretary – shall assume the duties of the ISA President for that meeting.

(3) Special Meeting

  1. Special meetings shall be held only if immediate action is needed by the Board of Directors.

(4) General Information Meeting

  1. A General Information Meeting shall be held at each ISA World Championship, following the AGBM.
  2. The purpose of the General Information Meeting is to update those present about the business of the ISA and to offer the audience an opportunity to express their views.

 

ARTICLE XIV – COMMITTEES

(1) Committees report to the voting members of the Board of Directors and may be required to offer recommendations to the voting members of the Board of Directors.
(2) Any recommendation comes from the Chair of the committee and has to state the number of committee members that are in favour, against or abstain from the recommendation.
(3) The ISA shall maintain following committees:

  1. Auditing Committee

1.1 The Auditing Committee and its members are nominated by the ISA President and are subject to ratification by the voting members of the Board of Directors with simple majority.

1.2 The ISA President selects a Chair of the committee.

1.3 Duties of the Auditing Committee are to:

1.3.1 Provide oversight of management’s performance with respect to required and recommended financial responsibilities and disclosure

1.3.2 Monitor choice of accounting policies and principles

1.3.3 Offer recommendations to the voting members of the Board of Directors based on the committee’s review activities

  1. Steering Committee

2.1 The members of the Steering Committee are nominated by the ISA President, the ISA Treasurer and the longest standing National President of the “Full Member” associations.

2.2 Nominations are subject to ratification by the voting members of the Board of Directors with simple majority.

2.3 The Steering Committee consist of minimum 6 and maximum 10 people.

2.4 The ISA President acts as the Chair of the committee.

2.5. Duties of the Steering Committee are to:

2.5.1 Develop strategies, projects and programs to reach the goals of the ISA

2.5.2 Identify interest from potential hosts for future ISA events

2.5.3 Offer recommendations to the voting members of the Board of Directors

(4) Further details are stated in the “ISA Handbook.”

 

ARTICLE XIII – MEMBERSHIP DUES AND PLAYER FEES

(1) There shall be no membership dues.

(2) There shall be a player fee to be paid by every player competing in an ISA sanctioned event. Further details regarding player fees are stated in the “ISA Handbook.”

ARTICLE XIV – INTERNATIONAL SHUFFLEBOARD EVENTS AND COMPETITIONS

(1) The ISA holds international Shuffleboard events and competitions. Details regarding frequency, format, manner and size are stated in the “ISA Handbook.”

ARTICLE XV– UN TEAMS AND ISA APPOINTMENTS

(1) Should a national Shuffleboard organization express its wish to participate in an ISA team tournament but be unable to meet the minimum requirements to form a team, the ISA shall sanction a team or teams called “United Nations,” hereafter referred to as “UN” Teams.

(2) The ISA may reserve slots for ISA Appointments, individuals who are active in current or upcoming events, projects or promotion of international Shuffleboard.

(3) Details regarding application, nomination, format and other relevant topics are stated in the “ISA Handbook.”

ARTICLE XVI – AWARDS

(1) The ISA has awards for special individuals who demonstrated outstanding on-court performances at ISA events or who have serviced the ISA in an extraordinary manner.

(2) Details regarding the various kinds of awards, eligibility, nomination and selection are stated in the “ISA Handbook.”

ARTICLE XVII – ISA HANDBOOK

(1) The ISA Handbook shall provide detailed information regarding the topics outlined in the bylaws.

(2) In addition the ISA Handbook is meant to ensure a serious, smooth and efficient business transaction within the ISA.

(3) Amendments to the ISA Handbook shall require a simple majority of all voting members of the Board of Directors in order to be adopted.

ARTICLE XVIII – AMENDMENTS

(1) Amendments to the Articles of Incorporation shall require a two thirds majority vote of the voting members of the Board of Directors in order for the said amendments to be adopted.

(2) A dated copy of any proposed amendment shall be sent to each voting member of the Board of Directors for consideration.

(3) When the Secretary is satisfied that each voting member of the Board of Directors has had the proposed amendment for a period of two weeks, the President shall call for a vote by electronic transmission or in person at the Annual Board Meeting.

(4) After the amendment has been adopted, the amended constitution shall be filed with the Department of State in accordance with the legislation.

ARTICLE XIX– EXECUTION OF DOCUMENTS

(1) No document involving the ISA and an outside party shall be executed without the prior approval of the majority of the voting members of the ISA Board of Directors.

(2) All documents approved by a majority of the voting members of the ISA Board of Directors shall be executed whether under the Corporate Seal or otherwise by being signed by two persons, one being either the ISA President or the ISA Treasurer and the other being a voting member of the ISA Board of Directors.

(3) Electronic signatures or acceptance via email would be approved signatures for the purpose of gaining the approval of the voting members of the ISA Board of Directors.

 

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2019-10-23T16:15:34+00:00 November 11th, 2013|ISA|0 Comments

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