Bylaws of the Corinthian Cricket Club, Inc. 

Adopted:  January 1, 2007

Amended: December 1, 2008

Introduction

Formed by a few expatriates from Great Britain, the Corinthian Cricket Club has been in existence in Los Angeles since 1934. It is one of the most well-established cricket clubs in Southern California and is a member of the Southern California Cricket Association (SCCA) since the inception of the Association. The Club’s strength lies in the diversity and its flexibility in changing with the times. The Club’s members have roots from all over the world: England, India, New Zealand, South Africa, Pakistan, West Indies, Australia and the United States.

The Club maintains three cricket teams:  the Corinthians and the Corinthian Casuals take part in the SCCA League with their home grounds being at the Woodley Cricket Complex in Van Nuys, California, while the Corinthian Occasionals mainly play social cricket.

In 2006, the Executive of The Club decided to incorporate The Club in the state of California in order to strengthen the legal, social, and financial aspects of The Club. In accordance with the existing Bylaws of The Club, an application was made to incorporate The Club in September 2006 and the following Corporation Bylaws were created.

Upon acceptance and issuance of the incorporation status by the State of California effective October 4, 2006, this new set of Corporate Bylaws replaces The Club’s previous Bylaws as The Club adopts its new structure with full effect on January 1, 2007. 
 

1.1     Name:

The name of the Corporation shall be Corinthian Cricket Club, Incorporated, herein also referred to as The Club.  It shall be a Mutual Benefit Non-profit organization, incorporated under the laws of the State of California. 

1.2     Purpose:

The specific purpose of this corporation is to provide the residents of the state of California opportunities to play the sport of cricket at organized club and league levels; to protect the interests of The Club ensuring a strong and prosperous future of The Club; to protect and expand the rights of The Club in utilizing the sports facilities under The Club’s membership in Southern California Cricket Association and otherwise; to further the values and traditions of The Club; and to maintain the highest standards of sportsmanship and the spirit of the game of cricket. 

1.3    Club Association & Affiliation:

The Club shall not enter into an association or affiliation with any group or club without the express consent of the Board of Directors. This to be voted upon at any regularly scheduled meeting and approved by a two-thirds majority of those Directors present either in person or by proxy. The Club shall maintain the right to withdraw from any association or group using the same method of voting approval. 

1.4      Official Club Colors:

The official colors of The Club shall be dark blue and white 

1.5      Statement from the Articles of Incorporation:

a)      This corporation is organized exclusively for purposes allowable under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

b)      Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

c)      No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles.

d)      No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

e)      Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the  Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

f)       Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes

2.1   Principal Office:

The principal office of The Club shall be located at the residence of the President of The Club, or other location as the Board of Directors (BOD) may specify by resolution. 

2.2   Other Offices:

Other offices may at any time be established at any other place or places as specified by the BOD.

3.1   General Powers:

The property, affairs and business of the Corporation shall be managed by the Board of Directors. The Directors shall in all cases act as a board, and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall vest in such Board, and the Directors may adopt such rules and regulations for the conduct of their meetings as they may deem proper. 

One of the Directors shall be elected by the Board as Chairman of the Board. The Chairman shall serve for the length coinciding with his or her term as a Director.  

3.2   Positions, Roles and Responsibilities: 

            The Board:

Acting as one unit, the important objectives of the Board shall be as follows:

§         Determine The Club’s vision and mission to guide and set pace for its operations and future development, maintaining the highest standards in all matters of The Club;

§         Provide support and guidance to the Executive (Officers) and provide approvals for all processes of The Club with due diligence;

§         Ensure that communications both to and from all members are effective; understand and take into account the interests of the members; monitor relations with all members and promote goodwill, camaraderie and support of all members;

§         Promote partnership between The Club and the SCCA and any other cricket governing body or league, and to exploit all rights, responsibilities and opportunities arising from The Club’s membership in the SCCA;

§         To encourage the playing of cricket in accordance with the Laws, the spirit of the game, sportsmanship, and the best traditions and values of The Club. 

Directors:

The directors must always exercise their powers for a proper purpose that is in furtherance of the reason for which they were given those powers. In addition:

§         Directors must act in good faith in what they honestly believe to be the best interests of The Club, and not for any collateral purpose;

§         Directors must act with due skill and care;

§         Directors must personally take an active role in supporting The Club’s teams on the cricket field to maintain effective communications and camaraderie among The Club;

§         Directors must be model members of The Club. 

            Chairman of the Board:

The chairman's role shall include managing the Board's business and acting as its facilitator and guide.  The Chairman is not responsible for the day-to-day, executive matters of The Club and no Officer of The Club reports directly to the Chairman.  The Chairman shall have a second or casting vote in the case of equality of votes in all BOD matters.  Key responsibilities include:

§         Acting as a member of the Board with equal obligations and right to vote on all issues;

§         Ensuring that the Board works as a cohesive unit and providing the leadership essential to achieve this objective;

§         Promoting the highest standards of integrity, probity and corporate governance throughout The Club and specifically at the Board level;

§         Serving as the ambassador and ceremonial head of The Club to promote The Club and acting as its principal spokesperson;

§         Determining Board composition and organization;

§         Clarifying Board and management responsibilities, developing the effectiveness of the Board;

§         Being the guardian of the Board’s decision-making processes;

§         In collaboration with the President, establishing an effective agenda for each Board meeting;

§         Providing input and support to the Executive in Club matters as needed;

§         Chairing the Annual Board Meeting, and the Nominations Committee to ensure effective succession planning in Board of Directors appointments. 

Director At Large:

The Board of Directors may, upon majority vote during any BOD meeting, appoint any individual who in the opinion of the BOD will benefit The Club in any manner such as financial, political, or social. There shall be no pre-set qualifications, limit on the number of Directors At Large, or a term length. Director At Large shall have no voting rights. 

3.3   Number & Term of Office:

3.4   Qualification:

2.  In order to ensure the nationality balance and diversity among The Club’s leadership in line with its history and tradition, every effort shall be made to maintain a representation of all cricket nations among the BOD and general membership. The Club shall strive to have at least one Director from each of the following cricket-playing countries:  Australia, England, India, Pakistan, and USA.

3.  Directors need not be residents of the State of California. 

3.5   Appointments by the Board:

The Board, by majority vote, may appoint persons to serve in executive positions on behalf of the Corporation, and by such resolution, the Board shall define the duties and powers incident to such positions. 

3.6   Annual Board Meeting:

There shall be an Annual Board Meeting at a time determined by the majority of Directors, as close to the end of the fiscal year as practical.  The Chairman of the Board shall preside over the Annual Board Meeting.  The Annual Board Meeting shall be open only to the Directors and only the Directors shall vote.  Proper minutes of the meeting shall be recorded by the current Secretary.  The following business shall be conducted at this meeting:

a)      Election of the Directors

b)      Election of the Chairman of the Board when applicable

c)      Election of the Officers (President, Secretary, and Treasurer)

d)      Budget for the following year

e)      Appointment of Captains and Vice Captains

f)       Appointment of committees

g)      Any other business, as deemed appropriate by the Directors, with due notice (15 days) to all Directors. 

3.7   Regular Meetings:

Regular meetings of the Board of Directors shall be called at the discretion of the President or by a majority of the Directors. The Officers, Captains and Members may be invited to the meetings as deemed necessary by the Board. 

3.8   Special Meetings:

Special meetings of the BOD may be called by the President, and shall be called by the Secretary upon receipt of a written request for same signed by a majority of Directors. 

3.9   Quorum:

A quorum for any Board meeting shall be at least 50% of the BOD. Persons participating live via telephone or video shall be counted as part of the quorum. 

3.10   Place of Meeting:

Meetings of the Officers and Directors shall be held at any place and time the BOD may select. 

3.11   Notice of Meetings:

Notice of meetings of the Board of Directors shall be sent by the Secretary by mail or e-mail at least seven (7) days prior to the date of said meeting, unless this provision is waived by a majority of the Board. Any notice of a meeting of the Board of Directors shall state the purpose of that meeting. 

3.12   Resignation:

1.     Voluntary resignations shall be submitted to the Secretary at least 30 days prior to the effective date in order to allow time to find a replacement.

2.     Any Director or Officer who has missed three (3) consecutive meetings of the Board without advanced notice of absence, or without a reason considered to be valid by the majority of the Board, shall be deemed to have resigned effective at the end of the third missed meeting. 

3.13   Election of Directors at the Start of Corporation:

The Executive body of the existing Club, prior to converting to a corporation, has nominated eight (8) Directors. Four of these Directors shall serve one 2-years term and the other four shall serve one 1-year term in order to stagger the terms and elections for the following years. 

A list of the inaugural Board of Directors is included in Attachment A. 

3.14   Election of Directors:

1.     A Nomination Committee of not less than two Directors, to be headed by the Chairman of the Board, shall be appointed by the Board at least three months prior to the Annual BOD Meeting. It shall be the duty of this Committee to find eligible members willing to run for the Board.

2.     Calls or e-mails for nominations shall be made by the Secretary and the Nominations Committee at least two months prior to the Annual BOD Meeting. A nominated member who is willing to serve on the BOD shall be placed on the ballot, provided he or she meets all the requirements to become a Director.

3.     The Secretary shall mail or e-mail a list containing the names of candidates submitted by the Nomination Committee to all Directors one month prior to the meeting. The election shall be held at the Annual Board Meeting.

4.     To fill an interim vacancy on the Board until the next regular election, a 2/3 vote of all members of the Board is required. The Board may choose at its discretion not to fill interim vacancies.  

3.15    Removal of Directors:

The Board of Directors may remove any Director from the Board for activity flagrantly contrary to the best interests of the Corporation or the purposes of the Corporation. A 3/4 majority vote of all Directors shall be required to remove any Director from the Board of Directors.
 

4.1    Officers:

The Officers of the Corporation, also referred to as the Executive, shall be as follows:

§         President

§         Secretary

§         Treasurer 

The Officers shall serve in their respective capacities both with regard to their function and as members of the Board of Directors as applicable. 

4.2    Eligibility:

Only members of the BOD are eligible to serve as President and Treasurer.  The Secretary may be from outside the Board if deemed necessary by the Board. 

4.3    Appointment and Term of Office:

The Officers of the Corporation shall be elected by the Board via majority vote for each office position. Each Officer shall hold office for one year or until the end of the term as a Director, whichever is convenient for The Club. 

4.4    Removal:

Any Officer appointed by the Directors may be removed by the Directors via a majority vote in order to maintain the best interests of the Corporation. 

4.5    Vacancies:

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a Director as selected by a majority vote among the Board. The Officer so selected shall hold office until his or her successor is chosen and qualified at the Annual Board Meeting. 

4.6    President:

The President shall be the Chief Executive Officer of the Corporation, reporting to the BOD, and shall have general supervision of the Corporation’s day-to-day matters. The President shall preside at all meetings of the Officers and of the Board except the Annual Board Meeting, and shall perform such other duties as are incident to the office or are properly required of him by the Board of Directors. The President shall have final determination on interpretation of the Bylaws. 

4.7    Secretary:

The Secretary shall attend all meetings of the Directors and shall keep true and complete minutes. He or she shall give notice of all meetings of the Directors and shall be custodian of the corporate records and of the seal of the Corporation and maintain such other records as may be required of him or her by the President or the Board. The Secretary shall carry out such other duties incident to his or her office as the President may request or the Board may assign. 

4.8    Treasurer:

The Treasurer shall collect and receive all monies due or belonging to the Corporation. He or she shall deposit the same in a bank designated by the Board in the name of The Club. The Treasurer's books at all times shall be open to inspection by the Board and he or she shall report to them at every meeting the condition the Corporation's finances and every item of receipt or payment not before reported. There shall be an audit of books as directed by the Board. 

4.9    Delegation of Duties:

Whenever an Officer is absent or whenever for any reason the Board of Directors may consider it desirable, the Board may delegate the powers and duties of an Officer to any other Officer or Officers or to any Director or Directors. 

4.10   Compensation:

The Directors and Officers of The Club shall receive no compensation other than reimbursement of reasonable Club expenses as authorized by the Board. 

4.11   Execution of Corporate Instruments:

1.      Any Officer who is also a Director and so designated by the Board shall have the authority to execute specific corporate instruments or documents, or to sign the corporate name.

2.      All checks and drafts on banks or other depositories of funds to the credit of the Corporation shall be signed by any Officer or Officers designated by the Board. 

4.12   Committees:

The BOD may appoint any committees and its chairperson as needed to conduct The Club business.

5.1     Membership without Voting:

The Corporation shall not establish any membership with voting rights or Club management responsibilities, other than the Board of Directors. 

5.2     Membership Classes:

1.      The Corporation shall have two (2) classes of members. The designation, qualifications, and rights of the members of such classes shall be as follows:

A.     Members:  Individuals selected by the Board of Directors to participate in cricket activities of the three Club teams for a specific calendar year.  Members shall be registered with the SCCA for any of The Club’s teams as deemed fit by the BOD.  The Annual Membership Dues and/or game fees for Members shall be determined by the BOD.

B.     Associate Members:  Individuals and groups, whether cricketers or not, may become Associate Members, but shall not participate in the SCCA league cricket on behalf of The Club on a regular basis. There shall be no Annual Dues for Associate Members.

2.      Membership shall be non-transferable, and issued specifically for the calendar year in which it was granted, ending on December 31^st.

3.      All members must fill in a Membership Application and Agreement Form and agree to all terms and conditions of membership without exception (see Attachment B).

4.      A member may end his membership for any reason with a written notice to the Secretary at least fifteen calendar days in advance of the effective date of termination.

5.      While granting any type of membership and selecting team rosters, the BOD shall endeavor to ensure that a viable nationality balance and diversity is maintained within The Club and each team. 

5.3    Team Captains:

The Board of Directors shall appoint the Captains and Vice Captains of all teams of The Club via majority vote among the Directors.  Each captaincy appointment may be for a length of time as deemed appropriate by the Board. 

5.4     Removal from Membership:

The Board of Directors may remove an individual’s membership for activity flagrantly contrary to the best interests of The Club or the purposes of The Club; or in violation of the terms and conditions set forth in the Membership Application and Agreement Form. A majority vote of all Directors shall be required to remove any individual from membership. 

5.5     Code of Conduct:

All Club members must conduct themselves with proper decorum when representing The Club on and off the cricket field by exhibiting the highest levels of conduct and sportsmanship in the Spirit of the Game: 

The Spirit of the Game involves RESPECT for:

The opponents

The role, decisions, and orders of the Team Captain

The role and decisions of the umpires

The game's traditional values 

It is against the Spirit of the Game:

To dispute an umpire's decision by word, action or gesture

To direct abusive language or criticism toward an opponent, umpire, or own team member

To indulge in cheating or any sharp practice 

In addition, all Club members must RESPECT the following:

Diverse ethnicity and religions of The Club members

The common language of The Club by speaking English with team mates

The traditions and values of The Club

Cricketing skills, abilities, and age of the fellow Club members

The Club property and equipment 

Any violation of these rules of conduct, as determined by the BOD, shall be deemed sufficient to cause removal of membership.

6.1   Fiscal Year:

The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each calendar year.

6.2   Bylaw Amendments:

1. Proposed Bylaw amendment may be submitted by any member of the BOD. The BOD shall schedule a vote on proposed amendments within three (3) months of receipt of the amendment.
2. Only Directors may vote on proposed amendments to the Bylaws. The Bylaws shall be so amended only upon the affirmative vote of a majority of the BOD.
3. Voting on Bylaw amendments may be conducted in person, by mail or e-mail.

6.3    Construction and Definitions:

The general provisions, rules of construction and definitions contained in California state codes shall govern the construction of these Bylaws and the operation of the Corporation. 

6.4    Rules:

The Club’s official budget, noted as the General Club Fund below, shall be prepared to balance the total annual income with the total annual expenses for the year. Any changes to the budget during a year shall be made with majority agreement of the Directors. 

The Club’s funds shall be classified in the following two sections. A budget shall be prepared for each section annually in order to maintain control of the money associated with each.

A.  General Club Fund:

The money in this fund shall consist of all regular club activities, such as Member dues, game fees, SCCA and other cricket dues, annual awards banquet expenses, trophies, equipment, captains’ expenses, etc.

The annual budget for the General Club Fund must be prepared as a “balanced budget” and presented at the Annual Board Meeting by the Treasurer.

B.  Corinthian Development Fund:

This discretionary fund shall consist of all income and expenses associated with The Club’s developmental and social activities that are not normally included in the General Club Fund. Some examples are personal donations received, sponsorships, fundraisers, Club merchandise sales, golf tournaments, Club tours, visiting teams and tours, special coaching activities, and subsidies granted to deserving Club members, etc.

A budget for the Corinthian Development Fund shall be prepared by the Treasurer at the time agreed upon by the Directors. The budget for this fund is not mandatory to be prepared as “breakeven.”  All expenses incurred out of this fund shall be as decided by The Club Executive. 

Money may be transferred between the two Funds noted above as needed at the discretion of the Board of Directors.
 

Corinthians:             Batting

                                 Bowling

                                 Fielding

                                 MVP 

Casuals:                   Batting

                                 Bowling

                                 Fielding

    MVP 

Occasionals:             MVP 

The Jack Barnes President’s Award is intended to be awarded principally for services to The Club and not necessarily a reflection of cricketing skills. The recipient of this award shall be chosen by the President. 

The Fielding Award shall be chosen by each team Captain and should reflect the overall fielding performance, rather than be tied to specific statistics, such as number of catches etc. 

9.4   The Batting awards:

The Batting Award shall be given to the player of each team who achieves the best Batting averages, according to the following rules:

a)      Only S.C.C.A. League games count.

b)      Players’ total innings for The Club must be a minimum of the nearest integral number to 40 per cent of scheduled games per team. 

c)      Example:  In 1981 there were 12 league games plus 1 cup game; minimum innings for trophy qualification = 13 x 40% = 5 innings.

d)      If a player plays for both league teams his total performance is included. 

e)      A player who plays for both teams can only qualify for the trophy for the team where he has the most innings. If the innings are equal he will qualify for the team where he achieves the best averages. 

9.5   The Bowling awards:

The Bowling Award shall be given to the player of each team who achieves the best Bowling averages, according to the following rules:

a)      Only S.C.C.A. League games count.

b)      Players’ total overs bowled must be a minimum of 3 x total scheduled S.C.C.A. games per team. 

c)      Example:  In 1981 there were 12 league games plus 1 cup game; minimum overs for trophy qualification = 13 x 3 = 39 overs minimum.

d)      If a player plays for both league teams his total performance is included. 

e)      A player who plays for both teams can only qualify for the trophy for the team where he has bowled the most overs. If the overs are equal he will qualify for the team where he achieved the best averages. 

9.6   Most Valuable Player:

The Club will award three Most Valuable Player (MVP) trophies, for The Corinthians, Casuals and Occasionals. These trophies will be awarded to a Club member from each team who in the judgment of The Club has contributed most towards The Club both on and off the field. These awards shall be recommended by the Chairman of the Selection Committee and the Captain and the Vice Captain of each team respectively, and approved by the Board of Directors.

1.                  Dec. 1, 2008

2.                  MMM DD, YYYY 

Attachment A:                    List of inaugural Board of Directors

                Updated 1/1/07

Attachment B:                    Membership Application and Agreement Form

A list of inaugural Board of Directors: 

1.         Kelly Dunagan                       2 Years                                    Dec 31, 2008

2.         Sandy Gage                            1 Year                                     Dec 31, 2007

3.         Barry Harwood                     2 Years                                    Dec 31, 2008

4.         Philip Lynch                          1 Year                                     Dec 31, 2007

5.         Vacant                                       2 Years                                    Dec 31, 2008

6.         Lalit Sharma                          1 Year                                     Dec 31, 2007

7.         Phillip Traynor                      2 Years                                    Dec 31, 2008

8.         Masud Zaidi                           1 Year                                     Dec 31, 2007