BYLAWS OF THE UNITED STATES BOOMERANG ASSOCIATION, INC

Preamble
The name of the corporation is the United States Boomerang Association, Inc. (USBA). The members of the USBA wish to foster all aspects of the sport of boomeranging—competition, art, and science. We wish to strengthen our association with all boomerang enthusiasts in this and other countries, to promote national and international competitions, and to establish uniform rules and regulations for these competitions.Article 1: Corporate PurposeSec. 1 The USBA shall be permanently and exclusively dedicated to the purposes for which it is incorporated under the laws of the State of Connecticut.Sec. 2   No part of the USBA’s net earnings may inure to the benefit of, or be distributed to, its members, officers, or other persons, except that employees of the USBA may receive reasonable compensation for services rendered in effecting one or more of the purposes of this corporation.

Sec. 3   The profits and surplus of the USBA, if any, shall be used to further the USBA’s corporate purpose.

Article II: Membership

Sec. 1 The membership of the USBA shall be composed of all individual who have paid the yearly or lifetime membership fee.

Sec. 2   Membership in the USBA entitles members to participate in all USBA sanctioned competitions and activities, to receive USBA notice and newsletters, to vote at annual and special membership meetings of the USBA, and to be eligible for election to the Board of Directors of the USBA.

Article III: Board of Director

Sec. 1 The Board of Directors shall consist of:
a) President
b) Vice President
c) Secretary
d) Treasurer
e) Five members at large

Sec. 2 Power
The sole management, control, and direction of all corporate activities and policies and of all real and personal property shall be vested solely in the Board of Directors. The President may establish committees to aid in the furtherance of corporate purposes and shall appoint and remove the chairpersons of these committees. The Board shall fix the amount of the annual membership dues effective at the beginning of the corporate fiscal year. The Board shall establish all regulations and policies of the USBA, provided that they do not conflict with the Certificate of Incorporation or these Bylaws. The Board shall also select one of its members to act as liaison for the United States Boomerang Association to the USBA newsletter “Many Happy Returns”, to assist in the coordination of articles, design, and content, and to be responsible for the timely Production and distribution of the USBA newsletter.

Sec. 3   Elections
Members of the Board of Directors shall be elected annually and continue in office for one year or until their successors are duly elected. Nominations shall be solicited from the membership in the spring issue of the USBA newsletter, or by special mailing during the spring. All candidates nominated shall be asked to submit biographical and other information, which shall be published, with voting instructions, in the summer issue of the USBA newsletter or distributed to the membership through a special mailing during the summer with voting instructions.
Voting shall be completed and terms for new directors shall begin by September 5 of each year. Each member of the USBA may cast one vote for candidate for each of the four offices on the Board of Directors and one vote for a candidate for each of the five at large seats on the Board of Directors. The candidates receiving a plurality of votes cast for each of the four offices shall be elected and the five candidates receiving the highest number of votes for the members at large seats shall be elected.

Sec. 4 Treasure
The Treasurer shall be the chief financial officer of the USBA, responsible for receipt and disbursement of USBA funds, maintenance of proper records of all accounts receivable and payable, supervision of USBA contracts, another such duties normally incident to the position of Treasurer of a corporation. The Treasurer is responsible for the preparation, execution and filing of all financial reports and audits as required by federal and state law and regulation. The Treasurer shall prepare once quarterly a financial report of the USBA’s financial status for distribution to each member of the Board. The Treasurer shall prepare a balance sheet at intervals of not more than three months show in the financial condition of the corporation as of a date not more than thirty days prior thereto and a statement of receipts and disbursements for three months preceding such date. The Treasurer shall send membership renewal notices to each member prior to the expiration date of the membership and keep accurate records of current USBA membership.

Sec. 5 Members at Large
The five members at large shall be responsible for coordination of special projects and activities of the USBA when so directed by the Board of Directors.

Article V: Meeting

Sec. 1 Annual Meeting
An annual meeting of the membership shall be held during the summer months. Notice of the time and place of the meeting, the slate of nominees for the Board of Directors, and the meeting agenda shall be sent to all members reasonable time prior to the end of the fiscal year.

Sec. 2 Special Meeting
Special membership meetings shall be held at any time upon written request of 10% of the membership or upon majority vote of the Board of Directors. Upon request for a special meeting as foresaid, the President shall forthwith call such meeting within fifteen days of receipt of the request. Notice of the time, place, and purpose of the meeting shall be given in writing to all members at least ten days in advance of the meeting and no business can be transacted other than that which appears in the notice.

Sec. 3 Board of Directors Meeting
The Board of Directors shall meet at least every four months at a time and place or manner specified by the President. Notices for such meetings shall be mailed or telephoned at least three weeks prior to the meeting. A telephone conference call, or ballot mailing is considered proper and adequate means of conducting such meeting. The Board of Director shall meet within two weeks of the annual membership meeting to set the membership fee, budget, and program of work for the following fiscal year. Monthly correspondence by the President or his/her agent shall be required.

Sec. 4 Conduct
The President, or in his/her absence the senior officer there present, shall conduct all membership and Board meetings. The Secretary, or in his/her absence a person duly appointed by the presiding officer, shall record minutes. Meetings shall be conducted pursuant to Robert’s Rules of Order.

Sec. 5 Voting
Each member of the USBA may cast one vote in person or by proxy on each matter submitted to the membership for action. An affirmative majority vote at any general, special, or Board of Directors meeting at which a quorum is present shall be necessary for any corporate action.

Article VI: Quorum

Sec. 1 A quorum to do business at any meeting of the membership shall be 10% of the membership.

Sec. 2 A quorum to do business at any meeting of the Board shall be five members of the Board.

Sec. 3 A quorum to do business my mail ballot shall be 10% of the membership.

Article VII: Fee

Sec. 1 The annual membership fee for each member shall be payable to the USBA, Inc., and shall be paid annually.

Article VIII: Dissolution

Sec. 1 Upon dissolution, all assets shall first be used to discharge all obligations of the corporation. Any remaining assets shall be distributed to the Museum of Flight, Seattle, Washington, a non-profit corporation exempt from income tax under Sec. 501 © (3) of the Internal Revenue Code of 1954 as amended, and/or any other similarly exempt non-profit organizations.

Article IX: Amendment

Sec. 1 These Bylaws may be amended at any meeting of the general membership, or by mail ballot. Provided notice of the proposed change shall be sent to all members at least 30 days prior to the meeting and two thirds of the members voting at the meeting vote to adopt the amendment.

Article X: Archive
Sec. 1 The Smithsonian Institution shall be the official custodian of the USBA archives.