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EXCEPTIONAL KIDS ATHLETICS INC By Laws of Exceptional Kids Athletics Inc

ARTICLE INAME AND OFFICE

SECTION 1.1 Our office name and location:Exceptional Kids Athletics IncPO Box 1446Snellville, Georgia 30078-1446

Phone: 678-664-4249 Website: www.exceptionalkidsathletics.org http://ekainc.org

SECTION 1.2 Registered Agent is: Jonn Warde 3560 Stephen Creek Place 1885 Meadowchase Court Loganville, GA 30052 Snellville, GA 30078

SECTION 1.3 Logo:

This is the corporate logo of Exceptional Kids Athletics Inc. It is the boards right to alter, adopt and use at will and to approve or disapprove its use.

ARTICLE IIMISSION STATEMENT AND PURPOSE

SECTION 2.1 Mission Statement:To provide the special needs population and their families a safe and nurturing environment in which special needs professionals and athletic professionals will educate, encourage and assist those with unique needs in all aspects of athletic competition.

SECTION 2.2 Motto:There is NOTHING we CAN’T accomplish!

SECTION 2.3 Organization:The nonprofit will operate under the Articles of Incorporation filed on 6/29/12 and shall obtain from the Internal Revenue Service a 501c3 tax exempt status. and has obtained their 501C3 status from the IRS on July 11, 2013.

SECTION 2.4 Purpose:A. To encourage the formation of ‘Special Needs Athletic Programs’ locally, and nationally, and internationally. B. To educate, motivate and encourage, individuals, who have developmental and physical disabilities to participate in sports in an

PO Box 1446 Snellville, Georgia 30078-1446 ph.: 678-664-4249 fax: 770-797-5928 [email protected] http://ekainc.org

EXCEPTIONAL KIDS ATHLETICS INC environment that is adapted to the level of their ability of the participating athletes; C. To integrate people with disabilities with people without disabilities in order to promote awareness of challenges and to encourage teambuilding; D. To use sports to assist individuals with disabilities in developing characteristics such as dependability, self-reliance, confidence, concentration, willingness to share and personal accountability, that will help the individual be more successful both within and outside an athletic environment; E. To educate and encourage the general public about disability sports and to promote societal awareness of the challenges, and needs of persons who have developmental and physical disabilities.

ARTICLE IIIEXECUTIVE BOARD

SECTION 3.1 General Duties:The business and affairs of Exceptional Kids Athletics Inc shall be managed by the Board acting to promote the Organization’s purposes and within the scope of the powers granted herein and in the Articles of Incorporation. Powers of the Board include, but are not limited to:

A. Planning and policy development. B. Financial management. C. Management of corporate documents and resolutions. D. Fund raising. E. Coordination of programs.F. Assessment and collection of donations. G. Public relations. H. Establishment and amendment of policies and guidelines to comply with in performing the Organization’s Purpose and policy. I. Promotion of the Organization’s Purposes and the creation or licensing of such organizations as the Board shall deem necessary to carry out such purposes. J. Upon induction to the Executive Board, the new board member must donate $50 to Exceptional Kids Athletics Inc.K. Executive Board members must make quarterly contributions with what they deem is affordable for them to that EKA remains a 100% giving board.L. Executive Board members will yearly participate in the assessment of the CEO.M. Executive Board members will participate yearly in both a board self assessment and general board assessment.

SECTON 3.2 Numbers of Officers:The number of Directors comprising the Board shall be at the discretion of the Board, except that there shall be no less than one Director and no more than 15 Directors. Any increase or decrease in the number of Directors within these specified limits shall be determined by a majority vote of the Board. The Board will make every effort to keep the number of Directors an odd number.


EXCEPTIONAL KIDS ATHLETICS INC SECTION 3.3 Executive Board:

Chief Executive Officer (CEO)PresidentVice PresidentTreasurer Chief Financial OfficerSecretary

SECTION 3.4 Qualifications for Officers:Directors shall be at least 18 years of age, and can be either male or female. Directors need not be residents of Georgia. Following the initial appointment or election of the Officers or Board of Directors, application providing a brief resume or portfolio shall be included for the Organizational Records of each duly elected or appointed Officer on the Board of Directors. The Board of Directors may, from time to time, create other qualifications for Directors relating to the mission of the Organization.

SECTION 3.5 Terms of Office of the Executive Board:A. As original founding members and owners of Exceptional Kids

Athletics Inc, the positions of CEO, President, and Vice President shall remain in effect indefinitely for the 3 2 founding members; unless they resign. Then these positions will be open for election and will remain that way.

B. The treasure vice president and secretary shall remain indefinitely with the original founding members as being an original board member and an integral part of the development of the Organization, until it is determined that more experience is required and will be relocated to another officer or Directors position with the approval of the CEO, President and Vice President. If they resign from these positions, then these positions will then become available for elections and will remain that way.

SECTION 3.6 Resignations and Removal:Any Director or Director may resign at any time by giving written notice to the CEO and the President. Board of Directors. The resignation shall be effective at the next called meeting of the Board of Directors. Any Director may be removed with or without just cause by a majority of the remaining Directors present at a meeting at which a quorum has been established. The Board shall have the power to remove any Director or Director who is absent for three consecutive Regular Meetings of the Board, unless such absence was excused by one of the Officers of the Corporation.

SECTION 3.7 Vacancies:A vacancy in any office because of death, resignation, disqualification, or otherwise, may be filled by the Board of Directors for the remaining portion of the current year.

SECTION 3.8 Meeting Structure:All meetings shall be followed in conjunction with Roberts Rules of

Order:


EXCEPTIONAL KIDS ATHLETICS INC Roberts Rules of Order Summery Version:

For Fair and Orderly Meetings & ConventionsProvides common rules and procedures for deliberation and debate in order to place the whole membership on the same footing and speaking the same language. The conduct of ALL business is controlled by the general will of the whole membership - the right of the deliberate majority to decide. Complementary is the right of at least a strong minority to require the majority to be deliberate - to act according to its considered judgment AFTER a full and fair "working through" of the issues involved. Robert's Rules provides for constructive and democratic meetings, to help, not hinder, the business of the assembly. Under no circumstances should "undue strictness" be allowed to intimidate members or limit full participation.The fundamental right of deliberative assemblies requires all questions to be thoroughly discussed before acting!The assembly rules - they have the final say on everything! Silence means consent!

Guidelines Obtain the floor (the right to speak) by being the first to stand when

the person speaking has finished; state Mr. /Madam Chairman. Raising your hand means nothing, and standing while another has the floor is out of order! Must be recognized by the Chair before speaking!

Debate cannot begin until the Chair has stated the motion or resolution and asked "are you ready for the question?" If no one rises, the chair calls for the vote!

Before the motion is stated by the Chair (the question) members may suggest modification of the motion; the mover can modify as he pleases, or even withdraw the motion without consent of the seconder; if mover modifies, the seconder can withdraw the second.

The "immediately pending question" is the last question stated by the Chair! Motion/Resolution - Amendment - Motion to Postpone

The member moving the "immediately pending question" is entitled to preference to the floor!

No member can speak twice to the same issue until everyone else wishing to speak has spoken to it once!

All remarks must be directed to the Chair. Remarks must be courteous in language and deportment - avoid all personalities, never allude to others by name or to motives!

The agenda and all committee reports are merely recommendations! When presented to the assembly and the question are stated, debate begins and changes occur!

The Rules Point of Privilege: Pertains to noise, personal comfort, etc. - may

interrupt only if necessary! Parliamentary Inquiry: Inquire as to the correct motion - to

accomplish a desired result, or raise a point of order Point of Information: Generally, applies to information desired from

the speaker: "I should like to ask the (speaker) a question."


EXCEPTIONAL KIDS ATHLETICS INC Orders of the Day (Agenda): A call to adhere to the agenda (a

deviation from the agenda requires Suspending the Rules) Point of Order: Infraction of the rules, or improper decorum in

speaking. Must be raised immediately after the error is made Main Motion: Brings new business (the next item on the agenda)

before the assembly Divide the Question: Divides a motion into two or more separate

motions (must be able to stand on their own) Consider by Paragraph: Adoption of paper is held until all

paragraphs are debated and amended and entire paper is satisfactory; after all paragraphs are considered, the entire paper is then open to amendment, and paragraphs may be further amended. Any Preamble cannot be considered until debate on the body of the paper has ceased.

Amend: Inserting or striking out words or paragraphs, or substituting whole paragraphs or resolutions

Withdraw/Modify Motion: Applies only after question is stated; mover can accept an amendment without obtaining the floor

Commit /Refer/Recommit to Committee: State the committee to receive the question or resolution; if no committee exists includes size of committee desired and method of selecting the members (election or appointment).

Extend Debate: Applies only to the immediately pending question; extends until a certain time or for a certain period of time

Limit Debate: Closing debate at a certain time, or limiting to a certain period of time

Postpone to a Certain Time: State the time the motion or agenda item will be resumed

Object to Consideration: Objection must be stated before discussion or another motion is stated

Lay on the Table: Temporarily suspends further consideration/action on pending question; may be made after motion to close debate has carried or is pending

Take from the Table: Resumes consideration of item previously "laid on the table" - state the motion to take from the table

Reconsider: Can be made only by one on the prevailing side who has changed position or view

Postpone Indefinitely: Kills the question/resolution for this session - exception: the motion to reconsider can be made this session

Previous Question: Closes debate if successful - may be moved to "Close Debate" if preferred

Informal Consideration: Move that the assembly go into "Committee of the Whole" - informal debate as if in committee; this committee may limit number or length of speeches or close debate by other means by a 2/3 vote. All votes, however, are formal.

Appeal Decision of the Chair: Appeal for the assembly to decide - must be made before other business is resumed; NOT debatable if relates to decorum, violation of rules or order of business

Suspend the Rules: Allows a violation of the assembly's own rules (except Constitution); the object of the suspension must be specified

SECTION 3.9 Board Attendance:


EXCEPTIONAL KIDS ATHLETICS INC All members of the Board of Directors are expected to attend all board meetings whether it is a regular scheduled meeting or a meeting called by the President any board member. If a Board Member cannot attend a meeting, he/she must notify the President, the Vice President or the Secretary at least eight (8) hours before the meeting begins. Failure to notify the above people, and failure to attend meeting, will be handled by the President as follows:

First Offense: The member must submit in writing to the Board the reason for his/her absence and intentions on where he/she stands with serving as a Board Member.

Second Offense : The member must state his/her reason for absence to the Board in person at the next scheduled Board meeting and request permission to remain on the Board.

Third Offense : The member will be removed from his/her position on the Board with written notification of removal.It will be required that after removal from office, all correspondence, material, receipts, financial data, equipment, monies due, etc. with respect to the Association must be returned to the association within seven (7) days. All returns must be made to a member of the Executive board.

SECTION 3.10 Contracts:The Board of Directors may authorize any officer or officers, agent or agents of the nonprofit, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the nonprofit and such authority may be general or confined to specific instances.

SECTION 3.11 Advisory Boards:The Board of Directors shall have discretion to appoint one or more advisory boards to assist in carrying out the purposes of the nonprofit.

SECTION 3.12 Indemnifications:The Directors shall be indemnified and held harmless to the extent and in the manner permitted by Georgia Nonprofit Corporation Law. The Organization may indemnify a Director, Officer, Committee member, employee or agent of the Organization who was is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Organization to the full extent permitted by law. The Organization’s indemnification shall be governed by resolutions of the Board pertaining to procedure for indemnification payments, the Bylaws, and the laws of the State of Georgia.

SECTION 3.13 Non-Liabilities of the Directors and Officers: The Directors/Officers shall not be personally liable for the debts, liabilities, or other obligations of the Organization.

SECTION 3.14 Compensation of the Executive Board:The Chief Executive Officer of Exceptional Kids Athletics Inc (the “Nonprofit”) is the principal representative of Exceptional Kids Athletics Inc, and the person responsible for the efficient operation Exceptional


EXCEPTIONAL KIDS ATHLETICS INC Kids Athletics Inc. Therefore, it is the desire of Exceptional Kids Athletics Inc to provide a fair yet reasonable and not excessive compensation for the Executive Director (and any other highly compensated employees and consultants). The annual process for determining compensation is as follows: Exceptional Kids Athletics Inc shall [either the full board or a compensation committee/executive committee] annually evaluate the Executive Director on his/her performance, and ask for his/her input on matters of performance and compensation.

Board Approval. The [human resource or executive committee] will obtain research and information to make a recommendation to the full board for the compensation (salary and benefits) of the Chief Executive Officer (and other highly compensated employees or consultants) based on a review of comparability data. For example, the [human resource/executive/compensation] Committee will secure data that documents compensation levels and benefits for similarly qualified individuals in comparable positions at similar organizations. This data may include the following:1. Salary and benefit compensation studies by independent sources;2. Written job offers for positions at similar organizations;3. Documented telephone calls about similar positions at both nonprofit and for-profit organizations; and4. Information obtained from the IRS Form 990 filings of similar organizations.

Concurrent Documentation. To approve the compensation for the Chief Executive Officer (and other highly compensated employees and consultants) the board must document how it reached its decisions, including the data on which it relied, in minutes of the meeting during which the compensation was approved. Documentation will include:a) A description of the compensation and benefits and the date it was approved;b) The members of the board who were present during the discussion

aboutcompensation and benefits, and the results of the vote;c) A description of the comparability data relied upon and how the data

wasobtained; andd) Any actions taken (such as abstaining from discussion and vote) with respect to consideration of the compensation by anyone who is otherwise a member of the board but who had a conflict of interest with respect to the decision on the compensation and benefits.

ARTICLE IVMEETINGS

SECTION 4.1 Regular Meetings:The Board of Directors may provide for regular meetings by resolutions stating the time and place of such meetings. The meetings may be held either within or without the State of Georgia, and shall be held at the Organization’s registered office in Georgia if the resolution does


EXCEPTIONAL KIDS ATHLETICS INC not specify. The Board may by resolution, provide for the holding of additional meetings of the Board, but there shall never be less than one annual meeting of the Board of Directors.

SECTION 4.2 Annual Meetings:Beginning in 2012, the Board of Directors shall hold an annual meeting each year at the date, time and place designated by the Board of Directors, and no later than the end of January each year.

SECTION 4.3 Special Meetings:Special Meetings of the Board may be called by, or at the request of, the President, Vice-President, or a majority of the Board of Directors. The person, or persons, calling such Special Meeting of the Board may designate the place and time of the meeting.

SECTION 4.4 Meetings via Telephone or Videoconferencing: The Board of Directors, or any committee of the Board, may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

SECTION 4.5 Notices:Written notice of a General Meeting shall be given to each Director by hand delivery, e-mail or other electronic transmission, fax, regular mail, or express mail. If mailed by regular mail, such notice shall be post marked by the United States Postal Service at least twenty (20) days prior to the meeting date. If notice is given by e-mail, fax, or by telephone communications, the notice must be delivered at least twelve (12) days before the meeting, unless an Emergency Board of Directors Meeting is called by the President, Vice-President, or the majority of the Board of Directors. A. The notice shall state the place, date, time of meeting, and the exact physical address. B. The notice shall state who called the meeting, and the general purpose for which the meeting is called. C. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where such attendance is for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 4.6 Quorums: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a quorum of the voting Directors is present at a duly called or held meeting, a majority of the Directors present may adjourn and reconvene the meeting one time without further notice. Board members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the Voting Board Members required to constitute a quorum.


EXCEPTIONAL KIDS ATHLETICS INC SECTION 4.7 Manner of Acting:

The act of a majority of the Directors present at a duly called or held meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or the By-Laws. A. No Director or Officer of the Board of Directors may have more than one (1) vote even though he or she may hold the position of more than one office, except for the President, or his/her designee, who will be allowed one (1) additional vote to be cast only if necessary to break a tie vote. B. An Executive Emergency Meeting may be called by the President with two-thirds (2/3) of the Directors being present at the meeting, if necessary for the continuing benefit and function of the Organization.C. The CEO is entitled to one vote for all voting processes.

SECTION 4.8 Informal Actions by the Directors: Any action required or allowed by law to be taken at a meeting of Directors, or a committee of the Board, may be taken without the necessity of a meeting, with written consent of each member of the Board or committee to the action to be taken. Any written document (including facsimile, e-mail, or other electronic transmission) shall constitute writing for the purposes of this Section. Such action must be filed in paper or electronic form with the minutes of proceedings of the Board or committee.

SECTION 4.9 Presumption of Assent: A Director of the Organization who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action taken unless, (1) his or her dissent is entered in the minutes of the meeting, (2) or the dissenting Director files a written dissent to such action with the person acting as the Secretary of the meeting within 24 hours after the adjournment of the meeting. However, a right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE VOFFICERS AND DIRECTORS

SECTION 5.0 Directors must donate quarterly to EKA what they feel they can afford so that EKA’s Board of Directors in a 100% board giving.

SECTION 5.1 Numbers and Qualifications:The Officers of the Organization shall be a President, one or more Vice-Presidents, a Treasurer Chief Financial Officer, and a Secretary. The Board of Directors may create additional officer positions, define the authority and duties of each position and elect or appoint persons to fill the positions. Any person may serve in more than one office of the Organization, unless otherwise prohibited by the laws in the State of Georgia.


EXCEPTIONAL KIDS ATHLETICS INC SECTION 5.2 Elections and Office Term:

The Officers Directors, or any office vacated by an original board member of the Organization shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors, in accordance with Section 3.4 of the By-Laws. If the election of Officers is not held at this meeting, then the election shall be held as soon thereafter as conveniently as possible. New Offices may be created and filled at any meeting of the Board of Directors. Each Officer Director or Executive Board member shall hold office until his/her successor is duly selected and qualified. Officers may maintain their office for a minimum of 2 years at which time the position will be open for election. They make seek to be elected back into their position if there is no one else available at the time for another 2-year period of time. Elections will be staggered each year so that a new board is NOT being voted in every two years.

SECTION 5.2.1 Addition of an Ad Hoc Nominating Committee Formation of Nominating Committee to take place in June Committee to be comprised of at least 1 executive board

member (which can include the CEO), 2 Board of Directors who are not currently seeking re-election and 2 affiliates of Exceptional Kids Athletics Inc for a total of 5 committee members

Committee is to run from July to Jan or the end of the elections The committee Director shall be the executive board member. The secretary will give the Director a list of current officers, by

laws, description of each office and eligible requirements

SECTION 5.2.2 Duties of the Nominating Committee Ensure a fair and constitutional election process Find the best candidate for each office up for election and to try

to find more than one candidate for each office Needs to meet at least once a month if not more prior to the

presentation of the nominees to the executive board Committee is to review the candidate eligibility and

qualifications and make sure these requirements are met. Committee members must contact potential candidates for

interest in the position If not interested, the committee must select another candidate

and contact them If a candidate can’t be found, the position will remain open for

nominations from the floor Create and distribute an election packet to interested

candidates by Oct 15 with the following information: A list of relevant election dates A copy of this section of the bylaws (and any part

pertaining to the election process) Relevant forms including Intent to Run, Rule Violation

Forms Rule on submitted Rule Violation Form

Uphold EKA By Laws. Violations by a member of the nominating committee will lead to this member’s expulsion from the


EXCEPTIONAL KIDS ATHLETICS INC nominating committee following a majority vote by EKA Executive Board.

Report findings to the executive board at the executive board meeting in December prior to the January Elections to allow for background checks to be conducted.

Take nominations from the floor but only from the pool of current board members available who have passed background checks following Roberts Rule of Order for nominations from the floor:

The CEO will state the following: “NAME for President, any other nominees for President?” CEO closes the nominations by unanimous consent.

To be taken from the floor: A candidate who fails to be elected for a position may be

nominated for a subsequent position. A member can nominate himself. There does not need to

be a motion to nominate or a second to pass the nomination.

Can be nominated for more than one office. However, you can’t nominate more than one person to an office until everyone has had a chance to nominate someone.

The nominees do not have to leave during the nomination or the voting.

SECTION 5.2.3 Candidate Eligibility Candidates shall be at least 18 years of age. Candidates can be either male or female. Candidates need not be residents of Georgia. Following the

initial appointment or election of the Officers or Board of Directors, application providing a brief resume or portfolio shall be included for the Organizational Records of each duly elected or appointed Officer on the Board of Directors. The Board of Directors may, from time to time, create other qualifications for Directors relating to the mission of the Organization.

Can run for more than one office Must meet qualifications for specific board positions

SECTION 5.2.4 Voting Executive Board and Board of Directors each have 1 vote

including the CEO In person voting only Secret Ballot that has typed candidates name a blank space for

nominees from the floor Ballots turned in and counted by the CEO, President and one

other person nominated by the candidates of the election to voted by a raise of the hand and majority wins to verify said count

Tallying of votes to take place immediate after elections Nominees have the right to have counter present during the

tallying


EXCEPTIONAL KIDS ATHLETICS INC Results to be made public immediately upon completion of

tallying Majority vote wins In the event of a tie, re-vote after candidate defends himself

and the CEO will not vote. Then re-vote and recount following the above stated guidelines.

Once the election is closed, votes are tallied, the winners will be announced, and the Nominating Committee will disband.

The CEO states “we have elected the following people to these positions (states the name and their new position). Do these members accept the position to which they were elected? (All members are to nod their heads). You are to take office immediately. Congratulations.”

SECTION 5.2.5 Elections By-Law Violations Allegations of rule violations by any candidate must be submitted in

writing using a Rule Violation Form to the Nominating Committee The Nominating Committee, upon receiving the allegation, shall

immediately give a copy of this statement to the accused candidate, who may submit a rebuttal to the Nominating Committee within 24 hours.

The Nominating Committee shall reach a decision within two days of receiving the rebuttal, or if no rebuttal is received, within 48 hours of receiving the Violation Form.

Allegations of rule violations by any member of the Nominating Committee must be submitted in writing using a Rule Violation Form to the Policy Officer.

The Policy Officer, upon receiving the allegation, shall immediately give a copy of this statement to all members of EKA executive Board and to the accused Nominating Committee member, who may submit a rebuttal to EKA executive board within 24 hours.

After the 24-hour period has elapsed, EKA executive Board will vote by e-mail, requiring a 2/3-majority vote for expulsion.

Penalties Candidates may not misrepresent themselves or other

candidates with fraudulent information in any campaign activities, and may not remove or deface other candidates’ campaign materials. Violations of this nature will be subject the candidate to suspension or termination of all campaigning privileges, subject to the discretion of the Nominating Committee

Paid advertising of any kind of prohibited. Violations of this nature will terminate the candidate’s electronic media campaigning privileges, and/or strip the candidate of endorsement privileges in their campaign, subject to the discretion of the Nominating Committee

Candidates who do not adhere to the penalties imposed upon them by the Nominating Committee will automatically be disqualified from elections.

Everything shall be recorded in the minutes of the meeting


EXCEPTIONAL KIDS ATHLETICS INC SECTION 5.3 Removals:

Any Officer elected or appointed by the Board may be removed by a two-thirds vote of the Directors present and voting at a meeting of the Board at which a quorum is present. Removal may occur with or without just cause at any time. The removal of an officer shall be without prejudice to the contract rights if any, of the officer.

SECTION 5.4 Vacancies:The Board of Directors may fill a vacancy in any office for the remainder of the current year. An Officer will be elected at the annual meeting to fill the vacant office in accordance with sections 3.4, and 5.2 of the By-Laws.

SECTION 5.5 Chief Executive Officer:A member of the Executive Board.The CEO will have final say over the board. Board is to report the daily running of the organization to the CEO.The CEO will sign all documentation, contracts, and so forth.CEO is number one position in an organization.

. PlanningCreates annual operating plans that support strategic direction set by the board and

correlate with annual operating budgets; submits annual plans to the board for approval

Collaborates with the board to define and articulate the organization’s vision and to develop strategies for achieving that vision

Develops and monitors strategies for ensuring the long-term financial viability of the organization

Develops future leadership within the organizationThe senior management team can help develop strategy. Investors can approve a business

plan. But the CEO ultimately sets the direction.

2. ManagementPromotes a culture that reflects the organization’s values, encourages good performance,

and rewards productivityHires, manages, and fires the human resources of the organization according to authorized

personnel policies and procedures that fully conform to current laws and regulationsOversees the operations of organization and manages its compliance with legal and

regulatory requirementsCreates and maintains procedures for implementing plans approved by the board of

DirectorsEnsures that staff and board have sufficient and up-to-date information.Evaluates the organization’s and the staff’s performance on a regular basis

3. Financial managementOversees staff in developing annual budgets that support operating plans and submits

budgets for board approval Prudently manages the organization's resources within budget guidelines according to

current laws and regulationsEnsures that staff practices all appropriate accounting procedures in compliance with

Generally Accepted Accounting Principles (GAAP).


EXCEPTIONAL KIDS ATHLETICS INC Provides prompt, thorough, and accurate information to keep the board appropriately

informed of the organization’s financial position

4. HR management Recruitment and contracting of company and project staff; Employee development, and training; Policy development and documentation; Employee relations; Performance management and improvement systems; Employment and compliance to regulatory concerns and reporting; Company-wide committee facilitation including planning, production, staff and Board of Directors, including arranging meetings and agendas, attending and

minutes meetings;

5. Marketing and PR: Manage advertising opportunities in other theatre program, press and at venues. Organize the availability of company members for media/PR events as necessary. Oversee content, production and distribution of all marketing and publicity materials

(posters, program, flyers, mail outs, brochures etc.) with Director, designer and project manager.

Manage press development; Coordinate the invitation of potential future promoters and supporters of the

company.

6. Community RelationshipsServes as the primary spokesperson and representative for the organization Assures that the organization and its mission, programs, and services are consistently

presented in a strong, positive image to relevant stakeholdersActively advocates for the organization, its beliefs, and its programmatic efforts Acts as a liaison between the organization and the community, building relationships with

peer organizations when appropriate

7. Programmatic EffectivenessOversees design, delivery, and quality of programs and servicesStays abreast of current trends related to the organization’s products and services and

anticipates future trends likely to have an impact on its workCollects and analyzes evaluation information that measures the success of the

organization’s program efforts; refines or changes programs in response to that information

8. Fund RaisingServes as a primary person in donor relationships and the person to make one-on-one

fund-raising solicitationsDevelops fund raising strategies with the board and supports the board in fund raising

activitiesOversees staff in the development and implementation of fund-raising plans that support

strategies adopted by the Development CommitteeOversees staff in the timely submission grant applications and progress reports for funders

SECTION 5.6 President


EXCEPTIONAL KIDS ATHLETICS INC A member of the Executive Board.Shall preside at all meetings and shall countersign contracts and documents as needed.Will be the chairperson of any disciplinary board or grievance committee.Will be an ex-officio member of all committees.Responsible for ensuring that the mission and purpose of Exceptional Kids Athletics Inc is maintained.Conduct meetings according to Roberts Rule of Order as 3.8 of the By Laws.Oversees that policies set forth by the board and the Policy and Procedures are followed completely.

SECTION 5.7 Vice President:A member of the Executive Board.Countersigns checks, and can sign documents and contracts as directed by the Chief Executive Officer, the President, or board approval.Performs Presidential duties in his/her absence with board approval.Assists the President in all functions of the Organization as needed.

SECTION 5.8 Secretary:The Secretary shall be a member of the board and shall take minutes of the meetings including General Meetings, Special Meetings, and the Annual Meeting. The Secretary shall keep the minutes as part of the Organization’s records and read the minutes during the meeting at the appropriate time. The Secretary shall give all notices as provided in the By-Laws or as required by law, and keep a register of the mailing address of each Director, Officer and Member of the Organization. The Secretary shall keep a record of when the term of each Director expires, and shall notify the President of when elections need to be held. The Secretary shall perform all duties incident to the office of Secretary and perform duties assigned by the President or by the Board of Directors. The Secretary shall be responsible for maintaining the Organization’s web site. The Secretary shall be responsible for email communications as needed.

SECTION 5.9 Treasurer : Chief Financial OfficerThe Treasurer Chief Financial Officer shall be a member of the Executive Board, and initially a member of the Founding Committee, the Chairperson of the Financial Planning Committee. The Treasurer Chief Financial Officer shall have charge and custody of and be responsible for all funds and securities of the Organization. The Treasurer Chief Financial Officer shall prepare financial reports monthly; maintain the financial books and records of the Organization. The Treasurer Chief Financial Officer shall receive and give receipts for monies due and payable to the Organization in banks, trust companies, or other depositaries as provided in the By-Laws or as directed by the Board or the President. The Treasurer Chief Financial Officer shall examine and audit the accounts of the Organization, receive and review financial statements and other information provided, write checks and disburse funds to discharge obligations of the Organization.


EXCEPTIONAL KIDS ATHLETICS INC However, Funds may not be drawn from the Organization or its accounts for any amount without the signature of the President, Vice-President, or Assistant Treasurer in addition to the signature of the Treasurer Chief Financial Officer. The Treasurer Chief Financial Officer shall perform other duties assigned by the President of the Board of Directors.

SECTION 5.10 Additions to the Board:The Board may amend to add as needed the following but not limited to board/officers/Directors/committees/Directors such as Member at large, advisory director, social media director, media relations director, coaching Director, volunteer Director, fundraising Director, registrar, risk management Director, webmaster Director, parks Director, program development Director, Director of newly created sports programs with new roles and responsibilities added to both the bylaws and policy and procedure manual as agreed upon by the Executive Board, but not limited to the above mentioned additions.

SECTION 5.11 Compensation:The Chief Executive Officer of Exceptional Kids Athletics Inc (the “Nonprofit”) is the principal representative of Exceptional Kids Athletics Inc, and the person responsible for the efficient operation Exceptional Kids Athletics Inc. Therefore, it is the desire of Exceptional Kids Athletics Inc to provide a fair yet reasonable and not excessive compensation for the Chief Executive Officer (and any other highly compensated employees and consultants). The annual process for determining compensation is as follows: Exceptional Kids Athletics Inc shall [either the full board or a compensation committee/executive committee] annually evaluate the Chief Executive Officer on his/her performance, and ask for his/her input on matters of performance and compensation.

Board Approval. The [human resource or executive committee] will obtain research and information to make a recommendation to the full board for the compensation (salary and benefits) of the Chief Executive Officer (and other highly compensated employees or consultants) based on a review of comparability data. For example, the [human resource/executive/compensation] Committee will secure data that documents compensation levels and benefits for similarly qualified individuals in comparable positions at similar organizations. This data may include the following:1. Salary and benefit compensation studies by independent sources;2. Written job offers for positions at similar organizations;3. Documented telephone calls about similar positions at both nonprofit and for-profit organizations; and4. Information obtained from the IRS Form 990 filings of similar organizations.

Concurrent Documentation. To approve the compensation for the Chief Executive Officer (and other highly compensated employees and consultants) the board must document how it reached its decisions,


EXCEPTIONAL KIDS ATHLETICS INC including the data on which it relied, in minutes of the meeting during which the compensation was approved. Documentation will include:a) A description of the compensation and benefits and the date it was approved;b) The members of the board who were present during the discussion

aboutcompensation and benefits, and the results of the vote;c) A description of the comparability data relied upon and how the data

wasobtained; andd) Any actions taken (such as abstaining from discussion and vote) with respect to consideration of the compensation by anyone who is otherwise a member of the board but who had a conflict of interest with respect to the decision on the compensation and benefits.

ARTICLE VI COMMITTEES

SECTION 6.1 Terms of Committees:The Board of Directors may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee shall include one or more Directors and may include persons who are not Directors. If the Board of Directors delegates any of its authority to a committee, the majority of the committee shall consist of Directors. The Board of Directors may establish qualification for membership on a committee. The Board of Directors may delegate to the President its power to appoint and remove members of a committee that has not been delegated any authority of the Board of Directors, or any individual Director, or any responsibility imposed by the By-Laws or otherwise imposed by law.

ARTICLE VIICONFLICT OF INTEREST

SECTION 7.1 Conflict of Interest:The Organization shall not make any loan to a Director or Officer of the Organization. A Director or Officer, or Committee Member of the Organization may lend money to and otherwise transact business with the Organization except as otherwise provided by the By-Laws, articles of incorporation, and all applicable laws. Such person transacting business with the Organization has the same rights and obligations relating to the Organization. The Organization shall not borrow money from or otherwise transact business with a Director, Officer, or Committee Member of the Organization unless the transaction is described fully in a legally binding instrument and is in the best interests of the Organization. The Organization shall not borrow money from or otherwise transact business with a Director, Officer, or Committee Member of the Organization without full disclosure of all relevant facts and without the approval of the Board of Directors, not including the vote of any person having a personal interest in the transaction.


EXCEPTIONAL KIDS ATHLETICS INC

ARTICLE VIII INSURANCE

SECTION 8.1 Insurance:Commercial General Liability Insurance in an amount not less than $2 million shall be maintained by the Association. Sexual Assault Policy must be held as well. Property and Equipment, Fidelity Bond (or Crime Coverage, or Employee Dishonest), Directors Coverage, Volunteer Accident, and an Umbrella policy may be purchased as needed with the approval of the Executive Board.

ARTICLE IXREGISTRATION

SECTION 9.1 Registration:All players must present their birth certificate and proof of residency when registering and one parent or guardian must be present to sign the registration form. The Board of Directors shall set the fee for registration prior to registration. Youth without the resources to finance registration fees will not be excluded from participation, said parties will be asked for written request with proof of financial situation (unless said party’s situation is common knowledge) in order for registration fee to be waived. This waiver shall be approved and so noted in the minutes of the Board of Directors. This shall fall under the Griffin Hinson Scholarship Fund. The scholarship forms must be submitted one month prior to the start of the season. Registration and team selection of coaches/players will be in accordance with EXCEPTIONAL KIDS ATHLETICS INC policy. Teams will be selected manually based on age, ability and any other factors determined by the Board based on the medical information provided. The safety of all players will be considered at all times. No child will be denied the right to play based on age, ability, or medical ability as long as it has been determined that the player has a medical, physical or emotional condition that would allow them to play in special needs athletic programs. The Board of Directors will make the final decision of ability and selection. The registrar will ensure all medical releases are on file.

1. All athletes must have signed medical release by a physician.2. All athletes must have a parent/guardian sign waiver to

participate, to receive medical attention, and to exclude Exceptional Kids Athletics Inc from liability.

3. All athletes must have parent/guardian sign photo release.4. All athletes must have parent/guardian initial acknowledgment

of no drop off procedure and bathroom procedure (to ensure that no adult is alone with a child).

5. Athletes with Down Syndrome must have a medical release signed by a doctor indicating that they do not have Atlanto-axial Instability.


EXCEPTIONAL KIDS ATHLETICS INC 6. If an athlete does have Atlanto-axial Instability, they must have

the medical release signed by TWO physicians in order to participate.

7. Parent/guardian must sign Parents Code of Conduct.8. Diagnosis must be revealed to assist with proper training and to

ensure safeguards of the athletes, coaches and all staff.9. All athletes must have a current registration form on file with

the most current updated information available.10. Emergency contact must be up to date.11. Parents must sign the Parent Manual Acknowledgment form

that they have either received an actual manual or that they are aware that the manual is available through email and Exceptional Kids Athletics Inc website to be downloaded.

12. Athletes must sign a code of conduct form13. Athletes must submit a recent picture. 14. All registration is done online

SECTION 9.2 ScholarshipsIn order to benefit from a scholarship, an athlete must:

1. Fill out the scholarship application in full2. Fill out the athlete application in full, including the

medical release by their physician, a copy of their birth certificate and a recent photo.

3. Submit all relevant financial information4. Submit all information 2 weeks prior to evaluation day to

be considered eligible for the scholarship5. Can’t apply within two years of receiving the scholarship6. If accepted must show for evaluation day or the

scholarship will be rescinded7. Parents must try to solicit sponsors/donors on behalf of

EKA.

The Scholarship Committee must:1. Decide on number of recipients for scholarships

based on available funds2. Must meet prior to evaluation day to decide3. Must notify the applicants regardless of decision

immediately upon said decisionSECTION 9.10 Refunds:

The refund policy shall be as follows:Full refund of registration will only be allowed up to but not including the first official tryout or practice of each respective sport or activity.Exceptions may be made by the Executive Board.

ARTICLE XFUNDRAISING

SECTION 10.1 Fundraising:The Board of Directors shall approve all fundraisers at the board meeting prior to the announcement of said fundraiser. The Board of Directors shall notify parties involved as soon as decision is reached.


EXCEPTIONAL KIDS ATHLETICS INC The Organization shall maintain is Charitable Organizational Status by registering every two years with the Secretary of State in Georgia to solicit funds.

ARTICLE XICODE OF CONDUCT

SECTION 11.1 Codes of Conduct:Exceptional Kids Athletics Inc shall comply with the Codes of Conduct as set forth by EXCEPTIONAL KIDS ATHLETICS INC in their entirety. The Codes of Conduct shall be made available to all coaches prior to practice start. These Codes will be handed out with registration packet and must be signed off on with the other forms in packet. All members, coaches, volunteers, players and parents of EXCEPTIONAL KIDS ATHLETICS INC shall abide by the codes of conduct at all times and at all games, at home and away. Any violation of the codes of conduct will be immediately reported to the EXCEPTIONAL KIDS ATHLETICS INC Board of Directors and any subsequent actions will follow EXCEPTIONAL KIDS ATHLETICS INC rules.There are Codes of Conducts for all athletes, coaches, parents, adult, and buddy volunteers.

ARTICLE XIITAX PROVISION AND FISCAL POLICIES

SECTION 12.1 501 (C) 3:A. The Organization shall be a non-profit corporation duly organized under the laws of the State of Georgia. B. The Organization shall have has obtained tax-exempt status as a charitable organization pursuant to Section 501 (c) (3) of the Internal Revenue Code, and maintain a separate fund exclusively for the Organization’s Purpose and shall take all actions necessary for donations to such Organization to be deductible by the donor pursuant to Section 170 of the Internal Revenue Code.

SECTION 12.2 Locations of Records and Books:The Board of Directors may review the financial records of the association at any time.All books and records of the Association may be inspected by any member, Director, agent, attorney or proper person within 24 hours upon written request stating such purpose. Copies of such records shall be furnished upon the paying of the costs associated with compiling same.The financial records at the beginning of the new incorporation shall be housed at 1860 Tree Brooke Lane, 2173 Meadow Dr, 1885 Meadowchase Court, Snellville, Georgia 30078 with the treasurer. Chief Financial Officer CEO until a CFO is located.The records and files for Exceptional Kids Athletics Inc will have one copy of everything located at 1885 Meadowchase Court, Snellville, Georgia 30078.Records, files and financial records may be moved to another location with Executive Board approval if at some point an office is rented or


EXCEPTIONAL KIDS ATHLETICS INC bought for use as an official headquarters of Exceptional Kids Athletics Inc.

SECTION 12.3 Banking:The Board of Directors, with the option of going to an outside firm if needed, will audit the financial records and checking account annually. This will be completed prior to the General Membership Meeting. The bank statements will be presented by the Treasurer at the monthly board meeting for review by the board. The bank statement shall be reviewed and approved by two (2) board members not on the signature of the checking account by and signed by the Chief Financial Officer and the Chief Executive Officer at the next Executive Board meeting. The Board of Directors must approve all checks. No two family members will be allowed to be co-signers on the league account at any time.The Board of Directors shall make policies necessary for the operations of the organization; shall approve any expenditure of monies in excess of Twenty-Five dollars ($25.00).All checks issued by Exceptional Kids Athletics Inc must bear one(1) (2) Signatures, which each must be an Executive officer of the Association. They must complete the check request form indicating for whom and why the check is being written. The person writing the check cannot be a check signer nor the person who opens the mail containing the invoice. Each Executive Board member of the association will be bonded for a minimum of $25,000 conditioned upon the performance of the duties of the office. Board and Association approval must be obtained prior to the borrowing of funds on behalf of EXCEPTIONAL KIDS ATHLETICS INC. Loan documents shall be signed by a minimum of two Executive board members.

SECTION 12.4 Fiscal Year:The Fiscal year has been set forth by the Articles of Incorporation for being January 1-December 31 of the given year.

SECTION 12.5 Limitations on Activities:No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in (including the publication or distribution of statements) any political campaigning on behalf of or against any candidate for public office. The Organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (the “Code”) or the corresponding provision of any future United States revenue statute, as amended from time to time, or by an organization contributions to which are deductible under Section 170(c)(2) of the Code or the corresponding provision of any future United States revenue statute, as amended from time to time.

ARTICLE XIIIVOLUNTEERS AND BUDDIES


EXCEPTIONAL KIDS ATHLETICS INC SECTION 13.1 Applications, Waivers, and Background Checks on Adult Volunteers:

All adult volunteers must: Complete an Adult Volunteer Application with the signed waiver

of liability, photo release and consent for medical treatment. Complete the Volunteer Disclosure Statement, sign it and

submit it accordingly. The above form will allow for a background check on all adults

over the age of 18 years. The volunteer must pass this check. Each concern will be viewed independently and separately

before any action is taken. All information will be kept confidential and locked pertaining to

background checks. Sign Code of Conduct Adult Volunteers must sign the Adult Volunteer Manual

Acknowledgment form that they have either received an actual manual or that they are aware that the manual is available through email and Exceptional Kids Athletics Inc website to be downloaded.

All Adult Volunteers must sign a confidentially form All adult volunteers must submit a copy of their driver’s license

or photo id. Submit a copy of cpr card if they have it, Watch the Volunteer PowerPoint Presentation Pass PowerPoint quiz All must register online.

All buddy volunteers must: Complete the Buddy Volunteer Application and sign it along

with their parent/guardian with the signed waiver of liability, photo release, consent for medical treatment, parental acknowledgement that those between ages 16 years and 18 years does not have a background concern preventing them from working/volunteering with special needs athletes.

Fill out a community service log to receive hours Parent consent to volunteer. Sign Code of Conduct Buddies must sign the Buddy Manual Acknowledgment form


All Buddy Volunteers must sign a confidentially form All Buddy volunteers must submit a copy of their driver’s

license or school id or recent photo Submit a copy of cpr card if they have it, Watch the Volunteer PowerPoint Presentation Pass PowerPoint quiz All must register online.


EXCEPTIONAL KIDS ATHLETICS INC

Coaches must: Complete the Coaches Application with the signed waiver of

liability, photo release, consent for medical treatment, and two references.

Complete the Volunteer Disclosure Statement, sign it and submit it accordingly.

The above form will allow for a background check on all adults over the age of 18 years.

The coach must pass this check. Each concern will be viewed independently and separately

before any action is taken. All information will be kept confidential and locked pertaining to

background checks. Sign Coaches Code of Conduct Coaches must sign the Coaches Manual Acknowledgment form


All Coaches must sign a confidentially form All Coaches must submit a copy of their driver’s license or

photo id. Submit a copy of cpr card if they have it, Watch the Volunteer PowerPoint Presentation Pass PowerPoint quiz All must register online. Submit coaching certificate.

ARTICLE XIVDISCIPLINARY ACTIONS

SECTION 14.1 Disciplinary ProceduresThe disciplinary committee shall be comprised of: Treasurer Chief Financial Officer, Vice President, President and Secretary. The league disciplinary committee is responsible for any violations pertaining to the Code of Conduct. In the event of incident or ejection, the committee will assemble prior to the next scheduled game, where possible. The following will be required for the committee’s review: formal complaint in written form and statements from parties involved. All actions taken by the committee will be inserted into league minutes. Appeals may be filed with the board of Directors.

ARTICLE XVEMPLOYEES

SECTION 15.1 To be added and amended as needed by the Executive Board when employees will possible be hired. To add that they must have a background check as well.

ARTICLE XVI


EXCEPTIONAL KIDS ATHLETICS INC DISSOLUTION

SECTION 16.1 Dissolution of Corporation:In the event of dissolution of the Association, all property (including equipment if purchased by EKA, will be sold. All outstanding debts shall be settled. Any remaining proceeds shall be divided equally between one or more charities who are also following the 501 (C) (3) of the Internal Revenue Code that support special needs, as seen fit by an approval vote of the Executive Board.

ARTICLE XVIIRULES OF PLAY

SECTION 17.1 Rules of Play:Each team and coach will set rules of play in accordance with their specific teams needs. Each officer shall be required to maintain a rule of play at all times. The rules may be modified to facilitate play down to the abilities of the players.

ARTICLE XVIIINON-DISCRIMINATION

SECTION 18.1 Non-Discrimination:The Organization shall not discriminate in any manner on the basis of race, religion, color, national origin, or sex. All athletes must be special needs.All athletes must have a diagnosis by an md.

ARTICLE XIXAMENDMENTS

SECTION 19.1 Amendments to the By Laws:These By-Laws may be altered, amended or repealed at any Annual Meeting or Special Meeting of the Board in which a quorum is present by a two-thirds vote, and provided further that the proposed amendment has been set forth in the notice of the meeting.

SECTION 19.2 Amendments to the Articles of Incorporation: In order to amend the Organization’s Articles of Incorporation, the Board shall first adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at the next Annual Meeting or Special Meeting of the Board. Such proposed amendment may be passed at the next meeting of the Board by a two-thirds vote provided that the proposed amendment has been set forth in the notice of the meeting.

ARTICLE XXADVISORY BOARD

SECTION 20.1 Advisory Boards:The Board of the Organization may adopt individuals to serve as members of an Advisory Board to the Organization. The purpose of the


EXCEPTIONAL KIDS ATHLETICS INC Advisory Board shall be to advise the Board on any aspect of the operation of and/or purposes of the Organization. Members of the Advisory Board may adopt and from time to time amend rules and regulations for the conduct of their meetings and shall keep minutes which shall be submitted to the Secretary and the Board of the Organization. Members of the Advisory Board shall serve at the pleasure of the Board. The Chairperson of the Advisory Board shall be an ex-officio member of the Board of the Organization.

ADOPTION OF BY-LAWS

We, the undersigned, are all of the initial Directors of the Exceptional Kids Athletics Inc, and we consent to, and hereby do, adopt the foregoing By-Laws, consisting of sixteen (16) preceding pages the By-Laws of this Organization.

____________________________________________ Dated: ________________________ Chief Executive OfficerAimee Prainito

____________________________________________ Dated: ________________________ PresidentScott Prainito

____________________________________________ Dated: ________________________ Vice-President Jonn Warde

____________________________________________ Dated: ________________________TreasurerTheresa Keener

____________________________________________ Dated: ________________________ConsultantMark Carr

____________________________________________ Date: _________________________SecretaryJosephine Rivera

Tues August 14, 2012 Original Date

Amended with Board Approval March 5, 2013Amended with Board Approval August 15, 2013. Phone number and website were added. Registered agent was changed. The word owner was removed and the word Director/Directors was changed to Director/Directors. See Resolutions for Signature PagesAmended with Board Approval October 27, 2013 to change sections 3.6, 3.9 and 5.3. Amended with Board Approval the change from Treasurer to Chief Financial Officer, the edition of election procedures including the formation of a nominating committee, their


EXCEPTIONAL KIDS ATHLETICS INC duties, voting and counting results and taking of office of new members. See resolutions for signature pages. Approved by the Executive Board March 16, 2014.

Those marked in red are new changes to the bylaws.

PLEASE PRINT, SIGN AND DATE

___________________________________ ________________CEO Date

___________________________________ ________________President Date

___________________________________ ________________Vice President Date

___________________________________ ________________CFO Date

___________________________________ ________________Secretary Date

___________________________________ ________________Member at Large Date


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