Seth Burton Memorial, Inc.

Mission

To promote disc golf in West Virginia through organization, education, competition, and growth.

 Vision

To increase the quality and quantity of disc golf activities by:

• Teaching the fundamentals of disc golf, including the healthy benefits of sharing an outdoor activity with family and friends. 

• Overseeing and participating in maintenance and improvements to the courses in West Virginia. 

• Assisting in the development of new courses.

• Giving back to the community in the process of building the sport.

• Promoting disc golf through competitive and charitable events. 

The purposes for which the Seth Burton Memorial, Inc. is formed are exclusively charitable, scientific, and/or educational within the meaning of 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code.”)

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Board of Directors

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Seth Burton Memorial, Inc. Bylaws

Name of the incorporation is: Seth Burton Memorial, Inc. (SBM, Inc.) 

Office - The registered office of SBM, Inc. in the State of West Virginia is 181 Circle Drive, Fairmont, WV 26554 or as the Board of Directors may from time to time designate.

Fiscal Year - The fiscal year of SBM, Inc. shall begin on January 1 of each year, or on such other date as may be fixed by resolution of the Board of Directors.

Purpose - The purpose of Seth Burton Memorial, Inc. is to promote the development of disc golf in Marion County, West Virginia through organization, cooperation, and competition; organize and coordinate the efforts of community members to increase the quality and quantity of disc golf activities in the area; and to educate community members on the enjoyment and benefits of disc golf. 

SBM, Inc. is formed as an exclusively charitable, scientific or educational organization within the meaning of 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code.”)

Exempt Organization - No substantial part of the activities of SBM, Inc. shall be the carrying on of propaganda or otherwise attempting to influence legislation and SBM, Inc. shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions set forth herein, SBM, Inc. shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal Income Tax under § 501(c)(3) of the Code, or corresponding provisions of any subsequent Federal tax laws, or (ii) by a corporation, contributions to which are deductible for Federal income tax purposes.

Earnings - No part of the net earnings of SBM, Inc. shall insure to the benefit of or be distributable to its Directors, Officers, except that SBM, Inc. shall be authorized and empowered to pay reasonable compensation for services and to make payments and distributions in furtherance of the purposes set forth herein.

Dissolution - Upon dissolution of SBM, Inc. no assets shall be distributed to its Directors or Officers or other private persons. In the event of SBM, Inc. dissolution, termination or liquidation, the Board of Directors shall, after paying or making provision for the payment of all corporate liabilities and after provision is made for the disposition of any property committed to charitable purposes, transfer and convey the remaining assets to another charitable organization consistent with SBM, Inc. mission provided, however, that such organization shall qualify within the meaning of 501(c)(3) of the Code or corresponding provisions of any subsequent Federal tax law.

Authority - The business and affairs of SBM, Inc. shall be managed by its Board of Directors (hereinafter the “Board.”). 

Number and Term of Office - The Board shall consist of not less than five and not more than fifteen Directors, who shall each serve for terms of two years. The initial Board constituted pursuant to these Bylaws shall take office immediately upon approval of these Bylaws, and the initial Directors shall serve staggered terms as follows: one half of the Directors shall serve an initial term of two years and one half shall serve an initial term of three years. Thereafter, all Directors shall serve terms of two years or until a successor is qualified and takes office. Term limits for members of the Board shall be limited to three consecutive terms in the same position.

Resignation/Removal - Any Director may resign at any time by giving written notice to the President or the Secretary. Such resignation shall take effect upon receipt of the notice or at a later specified time. Unless otherwise directed, no acceptance of the resignation is required. Any Director may be removed from the Board by a 2/3 supermajority vote of the Board. 

Vacancies - Any vacancy or vacancies in the Board because of death, resignation, removal, disqualification, an increase in the number of Directors, or any other cause, may be filled by the President at any regular or special meeting. Each person so appointed shall be a Director to serve for the balance of the unexpired term and until a successor is qualified and takes office.

Time and Place of Meetings - Regular meetings of the Board may be held at such time and place as the Board may determine.

Annual Meeting - The annual meeting of the Board shall be held at such time as the Board shall determine for the purposes of electing Directors and of conducting such other business as shall properly come before the meeting. All efforts should be made for members to be in attendance.

Special Meetings - Special meetings of the Board shall be held at the call of the President or two or more Directors. Notice of a special meeting shall be given to each Director by e-mail or telephone or in writing at least seventy-two hours before the date of the meeting by telephone or e-mail, or seven days before the date of the meeting if by mail or as the Board may determine. The notice shall state the time and place of the meeting and the matter for consideration.

Quorum, Manner of Acting, and Adjournment - A majority of the Directors entitled to vote shall constitute a quorum for the transaction of business. Every Director shall be entitled to one vote. Except as otherwise provided by statute or these Bylaws, the acts of the Directors present at a meeting shall be the acts of the full Board. In the absence of a quorum, the Directors present and voting may adjourn the meeting until a quorum is present. The Directors shall act only as a Board. Individual Directors shall have no power as such, except that any action that may be taken at a meeting of the Directors may be taken without a meeting, if consent in writing setting forth the action taken shall be signed by a majority of the Directors in office and shall be filed with the Secretary of SBM, Inc.

Conflict of Interest - The Board shall adopt a Conflict of Interest Policy that shall be reviewed and approved annually.

Compensation - No compensation shall be paid to any Director for his or her services as a Director. The Board may, at its discretion, authorize reimbursement for Directors for travel and actual expenses necessarily incurred in attending meetings or conferences and performing other duties on behalf of SBM, Inc.

Communications - Google Workspace for Nonprofits (@SethBurtonMemorial.org) will be the official form of communication for the Board.

Data Storage - Google Workspace for Nonprofits (@SethBurtonMemorial.org) will be the official data storage system for all Board activities. 

Virtual Meetings - One or more persons may participate in any meeting of the Board or a committee by means of a conference telephone call, Google Meet, or similar communications equipment wherein all participants can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Standard of Care - Each Director shall stand in a fiduciary relation to SBM, Inc. and shall perform his or her duties as a Director (including duties as a member of any committee of the Board) in good faith, in a manner reasonably believed to be in the best interests of SBM, Inc., and with such care, including reasonable inquiry, skill, and diligence that a person of ordinary prudence would use under similar circumstances.

Justifiable Reliance - In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports, or statements, including financial statements and other financial data prepared or presented by any of the following:

(1) One or more Officers or employees of SBM, Inc. whom the Director reasonably believes to be reliable and competent in the matters presented;

(2) Counsel, public accountants or other persons as to matters that the Director reasonably believes to be within the professional or expert competence of such person;

(3) A duly designated committee of the Board, upon which the Director does not serve, as to matters within its designated authority, which the Director reasonably believes merits confidence.

Personal Liability of Directors - A Director shall not be personally liable for monetary damages for any action taken or any failure to take action unless the Director has breached or failed to perform the duties of his or her office under these Bylaws and the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

General Power - All Officers of SBM, Inc. shall have such authority and perform such duties in the management of the property and affairs of SBM, Inc. as the Board may determine or as may be provided in these Bylaws.

Number, Qualifications and Designation - The Directors of SBM, Inc. shall be a President, a Vice President, a Secretary and a Treasurer. An Officer may hold one or more Director positions as a Board Member; however, all Officers must also be members of the Board. 

Election and Term of Office - The Officers of SBM, Inc. shall be elected every two years by the Board at the Annual Meeting. Each Officer shall hold office for two years until the Annual Meeting at the end of his or her term and until a successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

President - The President shall preside at all meetings of the Board. The President shall exercise general supervision over the activities and operations of SBM, Inc. and shall see that such affairs are conducted in accordance with the Articles of Incorporation, these Bylaws and the directions of the Board. The President shall sign, execute, and acknowledge, in the name of SBM, Inc. contracts or other instruments as authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of SBM, Inc. The President shall perform all duties incident to the office of President and such other duties as from time to time may be assigned by the Board.

Vice President - The Vice President shall perform all duties of the President in his or her absence and such other duties as from time to time may be assigned by the President or the Board. The Vice President shall act as an advocate to the Board on behalf of Disc Golfers.

Secretary - The Secretary shall attend all meetings of the Board and shall record all votes. The Secretary shall maintain the minutes of Board meetings, give timely notice, and keep records and reports. The Secretary shall perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned by the Board or the President.

Treasurer - The Treasurer shall provide for the custody of the funds or other property of SBM, Inc. The Treasurer shall monitor all SBM, Inc. bank accounts and depositories and shall render a periodic and annual account showing all transactions as Treasurer and the financial condition of SBM, Inc. The Treasurer shall discharge such other duties as may from time to time be assigned by the Board or the President.

Marketing Director - The Marketing Director shall oversee, coordinate, and participate in the development of marketing strategies and products for the organization. This includes preparation of effective advertising campaigns based on market research. The Marketing Director shall also maintain knowledge on emerging products and services as well as documenting the historical accomplishments and community contributions of SBM, Inc. The Marketing Director collaborates with other Directors to develop fundraising and growth plans for the organization.

Communications Director - The Communications Director shall communicate current information about the organization’s events and programs to the public through social media, websites, press releases, brochures, business cards, fliers and email. The Communications Director shall also collect, preserve and publish artifacts, documents and institutional memory using creative and proven techniques of documenting the historical accomplishments and community contributions of the Seth Burton Memorial, Inc. 

Events Director - The Events Director shall help schedule all SBM, Inc. tournaments and special events, recruit and train a cadre of tournament directors, and assist those tournament directors in setting up and running those events.

Volunteers Director - Help recruit and coordinate volunteer efforts wherever needed like work days, club events, and tournaments.

Technology Director - Assist with setup, maintenance, security and support of any technology used by the Board. Duties include Webmaster, Google Workspace Administrator and IT Support. Foremost help maintain the Security and Privacy of the Seth Burton Memorial, Inc., its Board Members and Data in regards to approved technology. 

Development Director - The Development Director shall lead fundraising, sponsorship by building relationships with new partners and developing relationships with existing partners. 

Course Director - The Course Director shall work with a team of volunteers to manage the construction and maintenance of disc golf courses in the area, maintain club equipment and plan for new courses. 

Grassroots Director - The Grassroots Director shall introduce disc golf to as many new people and groups as possible in hoping to cultivate new disc golfers. This may include leading the SBM, Inc. representation at Community Events, Getting People Outdoors activities, school assemblies, and other initiatives.

Subordinate Officers, Appointed Positions, Committees and Agents - The Board may elect such other officers and appoint such committees, positions, employees, or other agents as the business of SBM, Inc. may require, who shall hold office, have authority, and perform such duties as the Board may determine. The Board may delegate the power to elect subordinate officers and to retain or appoint employees, agents, or committees thereof, and to prescribe their authority and duties.

Resignations - Any Officer or agent may resign at any time by giving written notice to the Board or to the Secretary. The resignation shall be effective upon receipt or at any later time specified therein. Acceptance of the resignation shall not be necessary to make it effective.

Removal - Any Officer or other agent of SBM, Inc.may be removed, either for or without cause, by the Board whenever, in its judgment, the best interests of SBM, Inc.will be served thereby. Such removal shall be without prejudice to the contract rights of any person so removed.

Vacancies- A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by the Board for the unexpired portion of the term.

Committees - The Board may, in its discretion, establish such committees as it may determine. Each ad hoc committee shall serve at the pleasure of the Board, and no committee, except the Executive Committee if such committee is appointed, shall exercise any of the powers or authority vested by statute or these Bylaws in the Board. Each committee shall keep regular minutes of its proceedings and report periodically to the Board or as the Board may otherwise direct. The President may appoint the Chair of each committee.

Executive Committee -The Executive Committee, if any, shall consist of the Officers of SBM, Inc.. The Executive Committee shall be authorized to conduct the business of the Board in between meetings of the Board, except that the Executive Committee shall not take any action that is reserved solely to the Board by statute or these Bylaws. 

Board Development Committee - The Board Development Committee, if any, shall be a standing committee of the Board. The President shall appoint the members of the Board Development Committee and members of this committee do not need to be from the Board. The Board Development Committee shall prepare a slate of qualified persons to serve as Directors of SBM, Inc. The recommended slate shall go before the Board for its consideration and approval. The Board Development Committee, in addition to being responsible for identifying and assessing candidates to become Board members, will also be responsible for 1) providing a detailed orientation to new Board members; 2) assessing how best to use the assets that a new Board member brings to the Board; and 3) conducting an annual self-assessment of the Board members and the Board as a whole. 

Ad Hoc Committees - The Board may, in its discretion and from time to time, establish such other committees as it may determine. All such committees shall serve at the pleasure of the Board.

Notice - Whenever written notice is required, it may be given in person or by sending a copy by first-class or express mail, postage prepaid, by facsimile transmission (“FAX”), or electronic mail (“e-mail”) to the address supplied to SBM, Inc. for the purpose of notice. The notice shall specify the place, day, and hour of the meeting and any other information required by statute or these Bylaws.

Written Waiver - Whenever written notice is required to be given, a waiver in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 

Waiver by Attendance - Attendance at a meeting shall constitute a waiver of notice of such meeting, unless the person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting was not lawfully called or convened.

Modification of Proposal Contained in Notice - Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considers that resolution may adopt it with clarifications or other amendments provided they do not enlarge its original purpose.

Indemnification in Third Party Proceedings - SBM, Inc. shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of SBM, Inc.) by reason of the fact that he or she is or was a representative of SBM, Inc. or is or was serving at the request of SBM, Inc. as a representative of another SBM, Inc. for-profit or nonprofit, partnership, joint venture, trust or, other enterprise against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of SBM, Inc. and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. 

The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of SBM, Inc. and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Indemnification in Derivative Actions - SBM, Inc. shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of SBM, Inc. to procure a judgment in its favor by reason of the fact that he or she is or was a representative of SBM, Inc. or is or was serving at the request of SBM, Inc. as a representative of another SBM, Inc.for-profit or nonprofit, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of SBM, Inc. 

No indemnification shall be made in respect of any claim, issue or matter as to which the person has been found to be liable for negligence or misconduct in the performance of his or her duty to SBM, Inc. unless and only to the extent that the Court of law in Marion County or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Mandatory Indemnification - To the extent that a representative of SBM, Inc., has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, that representative shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith.

Determination of Entitlement to Indemnification - Unless ordered by a court, any indemnification shall be made by SBM, Inc. only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in those sections. The determination shall be made by the Board by vote of Directors who were not parties to the action, suit, or proceeding or by independent legal counsel in a written opinion, if a quorum is not obtainable.

Advancing Expenses - Expenses (including attorneys’ fees) incurred in defending any action or proceeding may be paid by SBM, Inc. in advance of the final disposition of the action, if authorized by the Board in a specific case upon receipt of an undertaking by or on behalf of the representative to repay the amount advanced if it is ultimately determined that he or she is not entitled to be indemnified by SBM, Inc.

Insurance - SBM, Inc. shall have the power to purchase and maintain insurance on behalf of any person who is or was a representative of SBM, Inc. or is or was serving at the request of SBM, Inc. as a representative of another SBM, Inc.for-profit or nonprofit, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her, in any capacity or arising out of that person's status, whether or not SBM, Inc. would otherwise have the power under this Article to indemnify him or her against that liability.

Reliance on Provisions - Each person who shall act as an authorized representative of SBM, Inc. shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.

Checks - All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board may from time to time designate.

Contracts - Except as otherwise provided in these Bylaws, the Board may authorize any Officer or agent to enter into any contract or to execute or deliver any instrument on behalf of SBM, Inc. Such authority may be general or confined to specific instances.

Deposits - All funds of SBM, Inc. shall be deposited in such banks, trust companies, or other depositories as the Board may approve or designate. Such funds shall be withdrawn only upon checks signed by such one or more Officers or employees, as the Board shall designate.

Annual Report - The Board shall direct the President and Treasurer to present at the annual meeting a report showing in appropriate detail the following:

(1) The assets and liabilities of SBM, Inc. as of the end of the fiscal year immediately preceding the date of the report; and

(2) The principal changes in assets and liabilities during the year immediately preceding the date of the report; and

(3) The revenue or receipts of SBM, Inc. for the year immediately preceding the date of the report, including separate data with respect to each fund, if any, held by or for SBM, Inc.; and

(4) The expenses or disbursements of SBM, Inc. for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each fund held by or for SBM, Inc.

The annual report of the Board shall be filed with the minutes of the Annual Meeting of the Board.

Interpretation - Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine, or gender non-specific forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

Amendment of Bylaws - These Bylaws may be amended or repealed, or new Bylaws adopted or other fundamental changes approved, by vote of a majority of the Board in office at any annual, regular, or special meeting of the Board. Notice of the proposed amendment, repeal, or new Bylaws shall be given in writing not less than ten (10) days prior to the meeting. Such notice shall state the proposed change and the reason(s) for the proposed amendment.