Articles of Inc. and Bylaws



NCHSAA Articles of Incorporation and Bylaws

Articles of Incorporation and Bylaws from 2014-15 NCHSAA Handbook


Board of Directors and Officers Powers and Selection Process

The Association shall be governed by a Board of Directors consisting of twenty (20) persons selected as follows:

1. Selection of Directors. The President and Vice-President, chosen at the annual meeting of the Association, and the Executive Director and Immediate Past President of the Association shall be members of the Board of Directors by virtue of their election to those respective offices.
Ten members of the Board of Directors shall be chosen to replace the original Directors hereinafter designated, as their stated terms expire, from among the principals of member schools and/or the superintendents of systems including member schools.

Six members of the Board of Directors shall be chosen to replace the original members of the Board of Directors hereinafter designated, as their stated terms expire, from among the coaches of member schools or athletic directors of member schools or systems including member schools.
Provided, however, that the Board of Directors shall at all times consist of not less than one nor more than two coaches and/or athletic directors from each of the four classifications of member schools, e.g. A, AA, AAA, and AAAA; and that of the sixteen Directors elected, four shall be chosen from member schools or systems with member schools in Class A, four shall be chosen from member schools or systems with member schools in Class AA, four shall be chosen from member schools or systems with member schools in Class AAA, and four shall be chosen from member schools or systems with member schools in Class AAAA.

Successor members of the Board of Directors shall be chosen in each annual meeting of the Association to replace the members hereinafter designated as their terms expire. The term of each new Director so elected shall be four years. When any Director shall fail to serve completely his term of office, the Board of Directors shall have the authority to name a successor to fill the office until the next annual meeting of the Association.

When a member of the NCHSAA Board of Directors is transferred to another position from one geographic region and/or to another position that results in two years or more service remaining in the term of office, that the position is declared vacant and the position is filled from the accepted procedure to elect a representative from the vacant position or region.

2. Meetings of Directors. Regular meetings of the Directors of the Association shall be held at times appointed by the President, provided that notice of such meetings is given each Director not less than three days prior to each meeting.
Special meetings of the Board of Directors may be called by or at the request of not less than four members of the Board of Directors. Notice of such meetings shall be given to each Director at least three days prior to the meeting by the Executive Director or the President of the Association.

Agenda items for Board meetings or appeals should be in to the NCHSAA no later than November 1 for the winter meeting and April 1 for the spring meeting.

3. Quorum. The members of the Board of Directors shall constitute a quorum at all meetings of the Board of Directors, and action may be taken by a majority of the quorum.

4. Powers. The Board of Directors shall be empowered to make, subject to the Articles of Incorporation and Bylaws of this Association, the rules and regulations which shall govern the various athletic activities and contests sanctioned or carried out under the auspices of this Association, which rules and regulations shall be prepared and distributed to member schools and systems as early as practicable annually.
The Board of Directors shall exercise, through such persons or committees as it sees fit, which persons or committees shall include in any event the President and Executive Director of the Association, supervisory powers over the various athletic activities and contests sanctioned or carried out under the auspices of this Association to insure proper compliance with the rules and regulations of the Association.

The Board of Directors shall have the power to create such new offices and committees as it finds convenient or necessary from time to time.
The Board of Directors, through the Executive Director, shall call conferences of faculty managers to arrange schedules for the various athletic activities and contests sanctioned or carried on under the auspices of the Association, and the Board of Directors shall have final authority to determine schedules between teams which cannot agree to game schedules in any season.

The Board of Directors shall have the authority to review the interpretations of the Executive Director and the Executive Committee regarding the Articles of Incorporation and Bylaws of the Association, and any rules and regulations of the Association, and its decision in these matters shall be final.

The initial Board of Directors and the dates for expiration of their terms are on file with the North Carolina Secretary of State.

5. The Executive Committee Composition. The Executive Committee shall be composed of the President, Vice-President, Executive Director and four other members of the Board of Directors. The four Director members of the Executive Committee shall be chosen by the President from Directors nominated by all the Directors from each classification of schools; provided, however, that one such Director member of the Executive Committee shall be chosen from each classification of schools, and further provided, that two of the Director members of the Executive Committee shall be school administrators and two shall be coaches or athletic directors.

Powers. The Executive Committee shall have the power to review and approve or disapprove the Executive Director’s interpretation of the Articles of Incorporation, the Bylaws or any rules or regulations of this Association. Or, the Executive Committee may refer any question of interpretation or appeal to the full Board of Directors for final disposition without making any interpretation on its own stead when it deems expedient to do so.
The Executive Committee shall have the power to rule on any controversies not specified, defined or controlled by the Articles of Incorporation, Bylaws or rules and regulations of this Association, subject to the right of the parties on controversy to appeal its decision to the full Board of Directors, whose decision shall be deemed final in the interests of high school athletics.

In any matter or controversy brought before the Executive Committee, and where the controverting parties are all from one classification of schools, all members of the Board of Directors from the classification may, upon their own motion, sit as additional members of the Executive Committee to hear and rule on the controversy.


Officers

The officers of the North Carolina High School Athletic Association, Inc., shall consist of a President, a Vice-President and an Executive Director.

  1. Election of Officers. The President and Vice-President shall be elected annually at the annual meeting. Only superintendents of school systems or principals of member schools shall be eligible to serve as President or Vice-President. The Executive Director shall be elected and his annual salary set by the Board of Directors. The term of his office shall be four years.
  2. President. The President shall preside at all meetings of the Association, all meetings of the Board of Directors and all meetings of the Executive Committee, at all meetings of committees in charge of various contests, and shall discharge all other duties of the presiding officer. It shall be the duty of the President to call meetings of the Board of Directors and the Executive Committee from time to time as the business of the Association requires their attention. In the event that the office of President is vacated during the term of the President, the office of President shall be filled by the Vice-President for the remainder of the unexpired term.
  3. Vice-President. The Vice-President shall preside and perform all the duties of the President in the absence of the President, and shall undertake such other duties as the President or Board of Directors may prescribe. In the event that the office of Vice-President is vacated during the term of the Vice-President, the Board of Directors shall have the power to name one of its members as Vice-President for the remainder of the unexpired term.
  4. Executive Director. The Executive Director shall be a full-time employee of the Association, and shall serve as the managing business agent of the Association. In addition, the Executive Director shall be charged with initially receiving and processing all applications for membership in this Association, all inquiries, requests or correspondence regarding contests.

The Executive Director shall have the initial responsibility to receive inquiries or appeals regarding interpretations of the Articles of Incorporation, the Bylaws and the rules and regulations of the Association, and the Executive Director shall rule on such inquiries or appeals as set forth in Section VIII of these bylaws. The ruling of the Executive Director shall be subject to review by the Executive Committee and thereafter the Board of Directors. Any member requesting the review of a decision by the Executive Director shall pay the sum of the actual cost for an appeal to the Executive Committee or to the Board of Directors, provided the sum paid by the appealing member may be refunded by the appropriate reviewing body if the appealing member’s position is sustained on appeal.

The Executive Director shall call conferences for the preparation of various contest schedules, and he shall preside over these conferences. The Executive Director shall keep the official records of all meetings of the Association and the Board of Directors and he shall have charge of all funds of the Association for which he shall render an annual accounting to the Association at its annual meeting.

The Executive Director shall be bonded in a sum not less than $10,000.