Marist University Athletics

Bylaws of the Marist University Red Fox Club
 
 

Article I – Offices
 
The principal office of the Red Fox Club shall be at Marist University in the town of Poughkeepsie, County of Dutchess, State of New York. The Red Fox Club may also have offices at such other places within or without this state as the board may from time to time determine or the business of the Red Fox Club may require.
 
Article II – Purposes
 
The purpose for which the Red Fox Club has been organized is as follows: To promote and encourage interest in the athletic programs of Marist University. To render constructive civic services for the promotion of the welfare of the Marist University community. To inculcate the community consciousness of Marist University by means of active participation in constructive programs which will improve the Marist University athletic programs and the surrounding community.
 
Article III – Definitions
 
1. Red Fox Club is the official athletics booster club of Marist University.
 
2. Red Fox Club Member
A person, business, group, or organization that has timely paid for a season ticket to Marist Basketball (men’s or women’s), Marist Football, or any supporter of Marist Athletics who made a financial donation at least equal to the lowest season ticket package in a given July through June University calendar year.  A Red Fox Club Member does not have voting privileges in the Red Fox Club Board of Directors meetings, but they are able to attend and comment at the annual Red Fox Club Membership meeting in June.  NOTE:  Being a Red Fox Club Member makes an individual eligible to become a member of the Red Fox Club Board of Directors, if they are so inclined and elected by the Red Fox Club Board of Directors.
 
3. Designated Red Fox Club Member
An organization or business that meets the qualifications of a Red Fox Club Member may designate an individual to represent them as a Red Fox Club Member.  This designate will have all the privileges of a full Red Fox Club Member described above.   
 
4. Red Fox Club Board of Directors
Responsible for Marist Red Fox Club fundraising activities and the approval to distribute any of those funds in support of Marist Athletics. A Red Fox Club Board Director is any individual that is a member of the Red Fox Club and has been voted in by the current board.  Any current member of the Board of Directors at the time of the adoption of this by-law may continue to serve as a member of the Board of Directors without regard to their membership status in the Red Fox Club except that each current member of the Board of Directors must remain a member or designated member during their term of office.


Article IV – Memberships
 
1. Qualifications for Red Fox Club Membership
A person, business, group, or organization that has timely paid for a season ticket to Marist Basketball (men’s or women’s), Marist Football, or any supporter of Marist Athletics who made a financial donation at least equal to the lowest season ticket package in a given July through June University calendar year. 

2. Red Fox Club Membership Meetings
The annual Red Fox Club membership meeting will be held in June each year. At this meeting, a full status update of the Red Fox Club will be given to the membership by the president. The Nominations Committee will present nominations for the slate of officers and directors for the coming year at the June meeting.
 
Meetings of the Red Fox Club Board of Directors will be held monthly on the 3^rd Thursday of each month, excluding July.    The presence at any membership meeting of not less than thirty three (33) percent of the current board of directors shall constitute a quorum and shall be necessary to conduct the business of the Red Fox Club; however, a lesser number may adjourn the meeting for a period of not more than five (5) weeks from the date scheduled by the by-laws and the secretary shall cause a notice of the rescheduled date of the meeting to be sent to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.
 
A membership roll showing the list of members as of the record date, certified by the secretary of the Red Fox Club Board of Directors, shall be produced at any meeting of members upon the request, therefore, of any member who has given written notice to the booster club that such request will be made at least 10 days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
 
3. Fixing Record Date
For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty nor less than ten days before any such meeting, nor more than 50 days prior to any another action.
 
4. Action by Members without a meeting
Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.
 
5. Proxies
Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
 
6. Order of business
The order of business at all meetings of members shall be as follows:
 
A. Review of the minutes of the preceding meeting
B. Reports of committees
C. Reports of officers
D. Old and unfinished business
E. New business
F. Good and welfare
G. Adjournment
 
7. Red Fox Club Membership
The term for membership shall start on July 1st each year and expire on June 30th of the following year. A member shall be considered timely when they have met eligibility requirements by November 1st of each year.
 
 


Article V – Red Fox Club Board of Directors
 
1. Management of the Red Fox Club
The Red Fox Club shall be managed by the Board of Directors which shall consist of not less than 11 and not more than 33 members. Each director shall be at least 19 years of age. Each proposed director shall have their qualifications reviewed by the membership director, which shall report on its findings to the Board of Directors, prior to the annual meeting of members. It will be incumbent on each director to substantially participate in the functions of operating the Red Fox Club. This includes, but is not limited to, fund raising projects, meeting attendance, and committee membership
 
2. Election and Term of Directors
At each annual meeting of members, the designated members of the Red Fox Club shall elect directors as required. The term of directors is three (3) years and there shall be no more than 11 Directors elected at any annual meeting. If a vacancy occurs during the term of a director, the Board of Directors is empowered to fill the unexpired term for the remainder of the term at any meeting of the Board of Directors with proper notice to the directors. Each director shall hold office until the expiration of the term for which they were elected and until their successor has been elected and shall have qualified, or until his prior resignation or removal. If fewer than 33 directors are serving at any time the Board of Directors may fill any vacancy at any meeting of the Board of Directors with at least twenty days’ notice to the directors. Notice to the directors must be in writing and if such notice appears in the minutes of a meeting of the Board of Directors it shall be deemed proper notice.
 
3. Removal of Directors
Any or all of the directors may be removed for cause by vote of the Red Fox Club members or by action of the Red Fox Club Board of Directors. Directors may be removed without cause only by vote of the members. Written declaration of the reason(s) to be signed by three (3) directors to be given to the Red Fox Club Board of Directors President for consideration of the Board’s officers. After due process, a majority of said officers must agree to present the case to the Board of Directors at its next regularly scheduled meeting or the declaration will be rejected.  Directors may be removed without cause only by 2/3 vote of the members of the Board of Directors.
 
4. Resignation
A director may resign at any time by giving written notice to the board, the president, or the secretary of the Red Fox Club. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
 
5. Quorum of Directors
Thirty-three (33) percent of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.
 
6. Action of the Board
Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote.
 
7. Place the Time of Board Meetings
The board may hold its meetings at the office of the Red Fox Club or at such other places as it may from time to time determine.
 
8. Notice of Meetings of the Board, Adjournment
Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Monthly meetings are scheduled on the third Thursday of each month. This schedule may be changed at the prior monthly meeting, with the new date distributed with the minutes of that meeting. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three (3) days’ notice to each director either personally, by email or phone; special meetings shall be called by the president or by the secretary in a like manner on written request of two (2) directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of adjournment and, unless such time and place are announced at the meeting to the other directors.
 
9. Chairman
At all meetings of the board, the president, or in their absence, the vice president, or if he/she is also absent, a chairman chosen by the board shall preside.
 
10. Executive and Other Committees
The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees. The executive committee shall consist of a chairman, which will be a director and two (2) or more other directors or club members. Each such committee shall serve at the pleasure of the board.
 
Article VI – Officers
 
1. Offices, Election, Terms
The board can elect or appoint a president; one or more vice presidents, a secretary and a treasurer, and such other officers as it may determine who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the June meeting of the board. Each officer shall hold office for the term for which he/she is elected or appointed and until his/her successor has been elected or appointed and qualified.
 
2. Removal, Resignation,
Any officer elected or appointed by the board can be removed by the board with or without cause. In the event of a death, resignation or removal of an officer, the board, in its discretion, can elect or appoint a successor to fill the un-expired term. Any two (2) or more offices may be held by the same person, except the offices of president and secretary.
 
3. President
The president shall be the chief executive officer of the Red Fox Club Board of Directors.  They shall have the general management of the affairs of the Red Fox Club and shall see that all orders and resolutions of the Board are carried into effect.
 
4. Vice President
During the absence or disability of the president, the vice president, or if there are more than one, the executive vice president, shall have all the powers and functions of the president. Each vice president shall perform such other duties as the board shall prescribe.
 
5. Treasurer
The treasurer shall work with the Marist Athletics Finance Officer to ensure Red Fox Club funds are managed in accordance with the Business Office of Marist University.   The treasurer shall, when duly authorized by the Board of Directors, work alongside the Marist Athletics Business Office and Marist General Counsel to execute all contracts in the name of the Red Fox Club, when countersigned by the president; he/she shall also be responsible for requesting from the Marist Athletics Business Office all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the board of directors; he/she shall, at all reasonable times, exhibit the  books and accounts to any director of the Red Fox Club. At the end of each fiscal year, Marist University shall comply with NCAA regulation 6.2.3.1 calling for an independent audit of the accounts of the Red Fox Club by a qualified auditor, who is not a staff member of the institution and is selected either by the institution’s CEO or by an institutional administrator, from outside of the athletic department, designated by the CEO. The audit report for the fiscal year shall be presented to the CEO upon its completion, which will be no later than the end of the institution’s next fiscal year. At that time the report shall be presented to the directors of the club setting forth, in full, the financial conditions of the Red Fox Club. The treasurer shall also keep a record of all business transactions of a financial nature conducted by the Red Fox Club, especially any transactions which will cause payments from the Red Fox Club funds. This will be done in order to have a complete accounting of all encumbered funds prior to their actual dispersal.

 
6. Assistant Treasurer
During the absence or disability of the treasurer, the assistant treasurer, or one designated by the president or by the Board, shall have the powers and functions of the treasurer.
 
7. Secretary
The secretary shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the Red Fox Club Board, showing their place of residence and the time when their term commenced.
 
8. Recording Secretary (These functions are currently fulfilled by the Secretary of the Athletic Department)
He/She shall keep the minutes of the meetings of the Board of Directors and all the minutes of the membership meetings. The recording secretary shall attend to the giving and serving of all notices of the booster club and shall charge of the such books and papers as the Board of Directors may direct; and shall perform all the duties incidental to his/her office. During the absence or disability of the secretary, the recording secretary shall have all the powers and functions of the secretary.
 
 
Article VII – NCAA Compliance
 


1. Rules Compliance
All representatives of the booster club are expected to obtain full knowledge of and abide by the NCAA rules, especially for the following excerpts:
 
A. Responsibilities for Actions of Outside Entities.
Independent Agencies or Organizations. An institution's "responsibility" for the conduct of its intercollegiate athletics program shall include responsibility for the acts of an independent agency, corporate entity (e.g., apparel or equipment manufacturer) or other organization when a member of the institution's executive or athletics administration, or an athletics department staff member, has knowledge that such agency, corporate entity or other organization is promoting the institution's intercollegiate athletics program.
 
Representatives of Athletics Interests. An institution's "responsibility" for the conduct of its intercollegiate athletics program shall include responsibility for the acts of individuals, a corporate entity (e.g., apparel or equipment manufacturer) or other organization when a member of the institution's executive or athletics administration or an athletics department staff member has knowledge or should have knowledge that such an individual, corporate entity or other organization:
(a) Has participated in or is a member of an agency or organization as described in Independent Agencies or Organizations;
(b) Has made financial contributions to the athletics department or to an athletics booster organization of that institution;
(c) Has been requested by the athletics department staff to assist in the recruitment of prospective student-athletes or is assisting in the recruitment of prospective student-athletes;
(d) Has assisted or is assisting in providing benefits to enrolled student-athletes; or
(e) Is otherwise involved in promoting the institution's athletics program.
 
Retention of Identity as "Representative." Any individual participating in the activities set forth in Representatives of Athletics Interests shall be considered a "representative of the institution's athletics interests," and once so identified as a representative, it is presumed the person retains that identity.
 



 
B. Recruiting.
Representative of Athletics Interests. A "representative of the institution's athletics interests" is an individual, independent agency, corporate entity (e.g., apparel or equipment manufacturer) or other organization who is known (or who should have been known) by a member of the institution's executive or athletics administration to:
(a) Have participated in or to be a member of an agency or organization promoting the institution's intercollegiate athletics program;
(b) Have made financial contributions to the athletics department or to an athletics booster organization of that institution;
(c) Be assisting or to have been requested (by the athletics department staff) to assist in the recruitment of prospective student athletes;
(d) Be assisting or to have assisted in providing benefits to enrolled student-athletes or their family members; or e) Have been involved otherwise in promoting the institution’s athletics program.
(e) Have been involved otherwise in promoting the institution's athletics program.
Duration of Status. Once an individual, independent agency, corporate entity or other organization is identified as such a representative, the person, independent agency, corporate entity or other organization retains that identity indefinitely.


C. Offers and Inducements.
General Regulation. An institution's staff member or any representative of its athletics interests shall not be involved, directly or indirectly, in making arrangements for or giving or offering to give any financial aid or other benefits to a prospective student-athlete or the prospective student-athlete's family members or friends, other than expressly permitted by NCAA regulations.
Specific Prohibitions. Specifically prohibited financial aid, benefits and arrangements include, but are not limited to, the following:
(a) An employment arrangement for a prospective student-athlete's family members;
(b) Gift of clothing or equipment;
(c) Co-signing of loans;
(d) Providing loans to a prospective student-athlete's family members or friends;
(e) Cash or like items;
(f) Any tangible items, including merchandise;
(g) Free or reduced-cost services, rentals or purchases of any type;
(h) Free or reduced-cost housing;
(i) Use of an institution's athletics equipment (e.g., for a high school all-star game);
(j) Sponsorship of or arrangement for an awards banquet for high school, preparatory school or two-year-University athletes by an institution, representatives of its athletics interests or its alumni groups or booster clubs; and
(k) Expenses for academic services (e.g., tutoring, test preparation) to assist in the completion of initial-eligibility or transfer-eligibility requirements or improvement of the prospective student-athlete's academic profile in conjunction with a waiver request.
D. Employment
It is permissible for a Representative of Athletic Interest to employ a student-athlete.  The representative/booster should check with the Compliance office before initiating employment.  The employed student-athlete may only be compensated for actual work performed and compensation must be at the going rate in the locality for similar services performed.
E. Institutional Sponsorship of Local Sports Club. Neither an institution's athletics department nor an institution's athletics booster group may sponsor a local sports club that includes prospective student-athletes.

 
F. Academic Integrity
A representative of athletics interest should protect the academic integrity of the institution and the student-athletes academic endeavors.



G. Booster Club Recognition Banquet. One time per year, an institution's athletics booster club may finance an intercollegiate team's transportation expenses to a recognition banquet, provided all expenses are paid through the institution's athletics department, the location of the event is not more than 100 miles from the campus and no tangible award is provided to members of the team.
H. Luncheon Meeting Expenses. A student-athlete may accept transportation and meal expenses in conjunction with participation in a luncheon meeting of a booster club or civic organization, provided the meeting occurs within a 30-mile radius of the institution's main campus and no tangible award is provided to the student-athlete.
* All permissible activities should be confirmed with the Compliance Office before occurring.
2. Rules Changes
The institution’s NCAA compliance officer will make a presentation on the rules at the September meeting of the booster club. The Athletic Director will update the board of directors on any applicable rules changes on an ongoing basis.
 
Article VIII – Amendments
 
The By-Laws may be adopted, amended or repealed by a majority of the current Board of Directors during the March or September meetings. Changes must be submitted in writing, at the prior monthly meeting and read to the board at that time. A copy of any such proposed changes will also be distributed with the minutes of the meeting at least ten days prior to being voted on. Any approved amendments will be recorded by the secretary for inclusion into the amendments section of the by-laws.
 
Amendment I – Committees (approved at the September 1993 meeting)
 
1. General Commission
Each committee is commissioned by, and responsible to the Board of Directors to assume the primary relationship to matters pertaining to the Red Fox Club’s development, within the framework of the Red Fox Club’s by-laws and general policies and objectives.
 
2. Appointment and Composition
Appointment of the chairperson of each committee is made by the President of the Board of Directors, with the approval of the Board of Directors. The chairperson of each committee shall be a member of the Board of Directors. Each committee shall consist of as many other members as it deems necessary. Vacancies in each committee may be filled at any time by appointment of the chairperson, subject to the approval of the board.
 
3. Responsibilities
a. To formulate a policy on all phases of the committee as it pertains to the Red Fox Club, subject to adoption by the Board of Directors.
b. To provide coordination with Marist University and its staff as necessary.
c. To cooperate with other committees of the Red Fox Club.
d. To review the committee’s annual budget.
e. To appeal to the Board of Director’s on matters affecting the policy or authority vested in the committee.
f. To report monthly to the Board of Directors, the results, progress, and concerns of the committee.
g. To review annually, the objectives and practices of the committee.
 
4. Definition of a Board Committee
a. The work of the Red Fox Club Board of Directors is primarily accomplished through committees, which are appointed by the President of the Board.
b. A committee is a group of volunteers or appointees commissioned by the Board through its President to perform specific tasks within given areas of responsibility.
c. There are two kinds of committees:
       1.  Standing Committees – These groups are identified as ongoing committees to meet on a continuing basis and to carry recurring responsibilities.
       2.  Ad Hoc Committees – These groups are appointed for short-term or temporary assignments. They may be called special committees. Ad Hoc committees are given specific assignments with a specific time period for work achievement. Amendment I Committees (cont.)
d. Standing Committees of the Red Fox Club shall be:
       1.  Events (may include the Red Fox Den, Barbecue, Golf, etc.)
       2.  Executive
       3.  Finance
       4. Membership and Nominating
       5. By-Laws/Judiciary
 
5. Effective Committees Help the Board
a. They relieve the board meeting of many routine matters when handling responsibility.
b. They maximize the opportunities for use of board member resources and involvement through detailed work on important tasks.
c. They provide the board the opportunity to use the resources of non-board members since committees are not limited to board members.
d. They broaden the base of awareness of the Red Fox Club’s work and increase the support of the implementation of the board’s actions.
e. They improve the quality of policy formulation and problem-solving recommendations when a small group can focus on careful and detailed consideration of data, issues and alternatives.
f. They provide a training ground for future leaders of the organization.
g. They provide for a better communication and information sharing between the board, staff, and community.
h. They provide a better opportunity for board members to get to know the University staff and for an appropriate involvement of various levels of the staff in decision-making.
i. They become advocates for their specific area before the board and within the organization and community.
 
6. Specific Actions of Committees
a. To clarify purposes.
b. Set goals
c. Agree on methods of achieving purposes.
d. Review reports and make studies of all aspects of their area of responsibility.
e. Recommend priorities to the board.
f. Recommend policies to the board.
g. Adopt standards for operation of various parts of the Red Fox Club.
h. Counsel with the University staff.
i. Request appropriations in budget for special needs.
j. Submit to the board requests for equipment, facilities, or other needs for their area of responsibility.
k. Adopt special projects.
 
7. Committee Commissions
a. A commission is a concise written document as needed or verbal instructions prepared by the Board President to guide the work of the committee. The committee may also suggest to the Board President, other guidelines for its work.
b. A commission includes:
       1.  Designated responsibilities for the committee.
       2.  Lines of authority and responsibility
       3.  Specific duties.
       4.  A time frame
       5.  A way for reporting.
       6.  The number of members.
 
8. The by-laws of the Red Fox Club will generally define the broad area of responsibility for standing committees.
 
Amendment II – Media Relations
 
It shall be the Marist Athletics Department's responsibility to release any Red Fox Club information to the news media (including but not limited to the press, radio, television and social media). No member of the Red Fox Club shall release any information. Committee chairs are able to communicate with media regarding the promotion of an upcoming Red Fox Club event for which they are the chair, provided the interview is approved and coordinated by the Marist Athletics Department.
 
 

Amendment III – Awards and Recognition
 
The Executive Board has the authority to review and recommend AWARDS and RECOGNITION. A prospective candidates name can be recommended by any Board member to the Executive Board for consideration. The Executive Board will review and discuss the recommendation and determine if the name should be presented to the Red Fox Club Board of Directors. A vote of 4 of 5 Executive Board members is needed to present to the full Board. An affirmation vote of 2/3 approval of the Entire Board, not 2/3 quorum is required.
 
Criteria:
· Direct Impact on the Red Fox Club
· Support of Red Fox Club Activities
· Need not be a Red Fox Club Member
· Longevity is not a criteria
· Not based on monetary contribution
 
Recognition:
· Recognized at an event with maximum exposure, and
· Block ‘M’ in glass, or
· Plaque, or
· Banner hanging in arena  or RFC bar area, and
· Reception
 
Amendment IV – Honorary & Emeriti Board of Directors
 
The Red Fox Club reserves the right to add Honorary and Emeriti members to the Board of Directors.
 
An Emeritus Director is a former Board of Directors member who is invited to be on the board as a nonvoting member in an advisory capacity. This is an honorific title in recognition of the member’s active participation or continuing strong interest in the organization. This title will have a lifetime duration or until the person requests that they be removed.
 
Name submitted to the Executive Board by any member of the Board of Directors.
 
Executive Board will review recommendation and determine by 4/5 vote to consider presenting name to entire board.
 
Executive Board will then present name to Board of Directors for consideration. If Board agrees, with 2/3 approval of the Entire Board, not 2/3 quorum, a member of the Executive Board will then approach the nominee to see if they are receptive to the nomination.
 
If so, the vote of the Board of Directors is enacted.
 
An Honorary Director has a similar status as the Emeritus Director, but may be a distinguished outsider, non-Red Fox Club Member, whose affiliation with the Board of Directors would be a welcome addition. This person would need to show an interest in the Red Fox Club and able to assist the Red Fox Club in supporting Marist University Athletics.
 
Any member the Red Fox Club Board of Directors can present the name of a nominee to the Executive Board.
 
The Executive Board will review the recommendation and determine by 4/5 vote whether to present nominee to entire Board of Directors.
 
Board of Directors will discuss and by 2/3 approval of entire Board, not 2/3 quorum, determine whether to designate the status of Honorary Board Member to the nominee.
 
The length of the designation will be 3 years, and subject for renewal after Board of Directors discussion and an affirmation vote of 2/3 of the entire Board.
 
If the Board of Directors approves the nominee, a member of the Executive Board will approach the nominee to see if they are receptive to the nomination.
 
If so, the vote of the Board of Directors will be enacted beginning the three-year term. Both titles are not automatic and will be granted sparingly.
 
Amendment V

In the event that season tickets are not offered, membership to the Board of Directors will carry over from the prior year, or until tickets are offered.  New membership to the Board will only be considered for individuals who were season ticket holders (Marist Basketball (men’s or women’s) or Marist Football).