Section 1. Name. The name of the Corporation shall be UHURU FOOTBALL ACADEMY INC.

                            (hereinafter referred to as “UHURU” or the “Corporation”).

            Section 2. Principal Office. The principal office of the Corporation shall be located within the State of Ohio.

 

            Section 1. Purposes. This Corporation is organized and chartered under Chapter 1702 of the Ohio Revised Code and the purposes of which this Corporation is formed are exclusively charitable, scientific or educational, and to foster national and international amateur sports competition, as described in Section 501(c) (3) of the Internal Revenue Code and consist of the following:

A. To foster national and international amateur sports competition, especially national and international football

(aka soccer).

B. The Corporation shall provide low-income and middle-income youths from North America and Africa football training and secondary education opportunities at little or no costs in order to assist those youths to obtain additional educational opportunities, including a college education.

C. To solicit, receive and utilize donations and grants of money, property or services from any individual, group, corporation, or agency, whether public or private, to be used for the purposes set forth herein and/or in its Articles of Incorporation and to generate and utilize allowable new sources or revenues from Corporation activities to supplement donations, grants of money, property, or services to enable the continued operation and administration of programs; 

D. To do any and all lawful activities which may be necessary, useful or desirable for the furtherance, accomplishment, fostering, or attaining of the foregoing purposes, either directly or indirectly, and either alone or in conjunction or cooperation with others, whether such others be persons of reorganizations of any kind or nature such as corporations, firms, associations, trust, institutions, foundations, governments, or governmental bureaus, departments or agencies; and 

E. To do any and all lawful acts and to engage in any and all lawful activities which may be incident to, but necessary, useful, suitable, desirable, or proper for the furtherance, accomplishment and attainment of any or all of the purposes for which the Corporation is organized.

Section 1. Membership. Membership in the Corporation is open to all persons who are eighteen (18) years or older and who will promote the Corporation’s values, mission and purposes.

Section 2. Classes of Members; Membership Dues; The Corporation shall have four classes of members as follows:

A. Diamond Member- Annual membership due $1,800

B. Platinum member- Annual membership due $1000

C. Gold member- Annual membership due $500

D. Sliver member- Annual membership due $300

Membership dues are to be paid quarterly with each payment being received in full by the end of the respective quarter

Section 3. Termination of Membership. Membership shall be terminated for non-payment of membership dues. A member terminated for non-payment of membership dues may be reinstated upon the payment of current membership dues.

Membership may also be terminated for conduct that is contrary to the Corporation’s policies and purposes, including the following:

A. Willful misuse of the Corporation’s property or facilities

B. Willful disregard of the safety of themselves and/or of others while participating in Corporation activities.

Section 4. Voting List. The Secretary of the Corporation, shall keep at all times, at the principal office of the Corporation, a complete and accurate list of all members entitled to vote by the Articles of Incorporation or the Regulations, which may be inspected by any member, for any proper purpose, at any reasonable time. The record of the members shall contain the name and mailing address and the address furnished by each member for transmissions by authorized communications equipment, and the date of admission to membership.

 

Section 1. Annual Meetings. An Annual Meeting of the members of the Corporation shall be held each year, within six months after the close of the fiscal year of the Corporation, with the exact date, time and place of the meeting to be established by the members of the Corporation for the purpose of electing Directors of the Corporation, and for the transaction of such other business as may properly be transacted. The Chairperson of the Board of Directors of the Corporation shall preside at the annual meeting of the members of the Corporation.

Section 2. Special Meetings. Special meetings of the members of the Corporation may be called by a majority of the Corporation’s Board of Directors or by a majority vote of the members of the Corporation. The Special Meeting shall be for the specific purposes set forth in the notice of the special meeting which shall be sent no less than seven (7) business days prior to the special meeting.

Section 3. Place of Meeting. The members of the Corporation may designate any place within the State of Ohio, as the place of meeting for any Annual Meeting or Special Meeting of the members of the Corporation.

Section 4. Notice of Meetings. Notice stating the place, day and hour of any meeting of members, except for such regular meetings as may from time to time be established, shall be delivered to each member not fewer than two (2) nor more than thirty (30) days before the date of such meeting, at the address for each member which appears on the records of the Corporation. Notice shall be delivered personally or sent by the use of authorized communications equipment, by the U. S. mail, express mail, or courier service, with postage and fees prepaid, or phoned by the Secretary or by the officer or persons calling the meeting. The purpose or purposes of the meeting shall be generally stated in the notice. Notice of any meeting may be waived in writing filed with the Secretary or by attendance in person. A transmission by authorized communications equipment that contains a waiver is writing for purposes of these Regulations. A member shall be considered in attendance at a meeting if the member is present in person, by the use of authorized communications equipment, or by mail.

            Section 5. Quorum. A quorum shall consist of a simple majority of the Corporation’s members and the act of a majority of the members present at a meeting at which a quorum is present is the act of the Members of the Corporation, unless the act of a greater number is required by the Articles or these Regulations.

Section 6. Proxies. Members shall cast their votes in person and proxies shall not be permitted.

 

Section 1. Names and Addresses; Terms; Financial Contribution. The Board of Directors of the Corporation shall consist of at least three (3) persons who have demonstrated interest in the purposes of the Corporation. The Board of Directors of the Corporation may be referred to herein as the “Directors”, “Board of Directors” or “Board”. Each term is for three (3) years and shall expire when their successors have been appointed.

. Members of the Board of Directors are encouraged to make annual financial contributions to the Corporation in furtherance of the Corporation’s purpose. 

            Section 2. Resignation. Any Director may resign by tendering a written resignation to the remaining Directors.

Section 3. Vacancies. In the event of a Director vacancy in the Corporation, the members of the Corporation shall appoint a Director to fill the vacant term.

            Section 4. Quorum. A quorum shall consist of a simple majority of the Corporation’s Directors in office. The act of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board of Directors of the Corporation, unless the act of a greater number is required by the Articles or these Regulations.

Section 5. General Powers. The business, property and affairs of the Corporation shall be managed by the Board of Directors, and such officers and agents as the Board shall appoint. Each Director shall hold office for the term for which he or she is selected and until his or her successor is selected and qualified.

Section 6. Regular Meetings. An Annual Meeting of the Board of Directors of the Corporation shall be held each year, within six months after the close of the fiscal year of the Corporation, the exact date thereof to be established by the Board of Directors of the Corporation for the purpose of appointment of Officers of the Corporation, and for the transaction of such other business as may properly be transacted. The Board of Directors of the Corporation may provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors of the Corporation.   

Section 7. Special Meetings. Special Meetings of the Board of Directors of the Corporation may be called by or at the request of the Chairperson or by the majority of the Board of Directors of the Corporation.

Section 8. Notice of Meetings of the Corporation’s Board of Directors. Notice stating the place, day and hour of any meeting of Directors, except for such regular meetings as may from time to time be established, shall be given to each Director not fewer than two (2) nor more than thirty (30) days before the date of such meeting, at the address for each Director which appears on the records of the Corporation. Notice shall be delivered personally or sent by the use of authorized communications equipment, by the U. S. mail, express mail, or courier service, with postage and fees prepaid, or phoned by the Secretary or by the officer or persons calling the meeting. The purpose or purposes of the meeting shall be stated in the notice. Notice of any meeting may be waived in writing filed with the Secretary or by attendance in person. A transmission by authorized communications equipment that contains a waiver is writing for purposes of these Regulations. A Director shall be considered in attendance at a meeting if the Director is present in person or by the use of authorized communications equipment, or by mail.

Section 9. Chairperson of the Corporation’s Board of Directors. Meetings of the Board of Directors of the Corporation shall be chaired by the Corporation’s Board President, the President’s designee, or by a member of the Board.

Section 10. Committees. The Corporation’s Board of Directors may create such committees as it deems necessary to carry out the exempt purposes and activities of the Corporation.

Section 11. Place of Meetings. Any place within the state of Ohio, may be designated as the place for any Regular or Special Meeting of the Corporation’s Board of Directors.

Section 12. Action by Unanimous Consent in Lieu of Meeting. Action required or permitted to be taken at a meeting of the Board of Directors of the Corporation or of any committee thereof may be taken without a meeting if prior to such action, written consent to such action is signed by all of the members of the Board of Directors of the Corporation or of such committee, and such written consent is filed with the minutes of proceedings of the Board or committee.

Section 13. Removal of Directors. Any Director may be removed from office, with or without cause, by a majority vote of the members of the Corporation.

Section 14. No compensation. There shall be no compensation of the Directors for their service.

Section 15. Advisors to the Corporation. The Board of Directors of the Corporation may appoint any person or persons to act in an advisory capacity or in an honorary capacity with respect to the Corporation.

 

            The Board of Directors may appoint an Executive Committee and any other committee of the Directors, each such committee to consist of not less than three (3) Directors, and, except as otherwise provided by law or these Regulations, may authorize the delegation to any such committee of any of the authority of the Directors other than that of filling vacancies in any committees of the Directors. All committees so appointed shall be subject to the control and direction of the Board of Directors, shall serve at the pleasure of the Board of Directors, shall act only in intervals between meetings of the Board of Directors, and shall record regular minutes of their transactions in books kept for that purpose and report the same to the Board of Directors at its next meeting; provided, however, that the failure of any committee so to report does not invalidate any lawful action taken by it within the scope of its authority. Any act or authorization of an act by any such committee within the authority delegated to it shall be effective for all purposes as the act or authorization of the Board of Directors.

            Section1. Composition. The officers of the Corporation shall include a President, Vice President, Secretary and Treasurer and such other officers as the Board of Directors may consider necessary or appropriate, which officers may include a Chairman of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The Board of Directors may also appoint such other subordinate officers, employees and agents as it shall deem necessary, who shall have such authority and perform such duties as from time to time shall be prescribed by the Board. The same person may hold more than one office, other than the offices of President and Vice President, Secretary and Assistant Secretary or Treasurer and Assistant Treasurer.

            Section 2. Term. All officers shall be elected by the affirmative vote of a majority of Directors present at a meeting at which a quorum is in attendance, to hold office for one year and until their respective successors are duly elected and qualified, or until the earlier of their resignation, removal from office or death.

            Section 3. Removal. Any officer elected by the Board of Directors may be removed at any time either with or without cause by the affirmative vote of a majority of the Board of Directors, present at a meeting at which a quorum is in attendance. Any other officer or employee of the Corporation may be may be removed at any time by vote of the Board of Directors present at a meeting at which a quorum is in attendance by any committee thereof, or by any superior officer upon whom such power of removal has been conferred by the Board of Directors.

            Section 4. Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors.

            Section 5. Vacancies. In the event of the occurrence of any vacancy in the office of any officer, whether created by death, removal, resignation or otherwise, the vacancy so created shall be filled for the unexpired portion of the term by the Board of Directors.

 

            Section 1. The Chairman of the Board. The Chairman of the Board, if a Chairman is elected, shall preside at all meeting of the Board of Directors and, together with the Secretary, sign the minutes of the Directors’ meetings. In the case of the disability or absence of the President or in case a vacancy exists in the office of the President at any time where there shall be no Vice President, the Chairman of the Board, if a Chairman is elected, shall perform all the duties and possess all the authority of the President. The Chairman of the Board shall have such other powers and duties as may be prescribed by the Corporation’s Board of Directors.

            Section 2. The President. The President shall, in the event a Chairman of the Board is not elected or in the case of the disability or absence of any Chairman of the Board that may be elected, perform the duties of the Chairman of the Board. The President shall be the Chief Executive Officer of the Corporation, shall have general supervision of the business affairs and property of the Corporation and over its several officers, and shall do all acts and execute all documents for and on behalf of the Corporation, necessary, proper or incidental to all matters relating to the Corporation. The President shall perform such duties as are prescribed by law, such duties as are usually performed by presidents of like corporations and such other duties as may be assigned to him from time to time by the Board of Directors.

            Section 3. The Vice President. The Vice President or, if there be more than one, the Vice Presidents designated by the Board of Directors shall, in the event of a vacancy in the office of President or in the event of the disability or absence of the President, perform the duties and exercise the powers of the President. The Vice Presidents shall have such further powers and perform such other duties as may be assigned to them from time to time by the Board of Directors, Chairman of the Board (if any) or President.

            Section 4. Secretary. When and as required by the Board, the Secretary shall attend all meetings of the Board, shall keep minutes of all the proceedings thereof, and shall record all votes and the minutes of all of the proceedings in a book to be kept for that purpose. He shall perform like duties for committees of the Corporation when so required. He shall give, or cause to be given, notice of all meetings of the Board of Directors. The Secretary and President shall sign the records of the Directors’ meetings. The Secretary or the Treasurer shall execute for or in the name of the Corporation all endorsements, assignments, transfers, share power or perform such other duties usually incident of the office Secretary, and such further duties as shall from time to time be prescribed by the Board of Directors, Chairman of the Board (if any) or President. At any meeting of the Board of Directors at which the Secretary is not present, a secretary protempore may be appointed.

            Section 5. Assistant Secretary. In case of the Secretary’s sickness, disability or temporary absence from the office of the Corporation, on or more Assistant Secretaries, if any are elected, shall perform his duties. The Assistant Secretary or Secretaries, if any, shall perform such further duties as from time to time be prescribed by the Board of Directors, Chairman of the Board (if any), President and Secretary.

            Section 6. Treasurer. The Treasurer shall, subject to the directions of the Board of Directors, have custody of the corporate funds and securities and shall keep full and accurate accounts of the receipts and disbursements in books belonging to the Corporation. He shall deposit all money and other valuable effects in the name and to the credit of the Corporation, in such depositaries as may be designated by the Board of Directors, make and render a statement of his accounts and such other statements as may be required. The Treasurer or Secretary shall execute for or in the name of the Corporation all endorsements, assignments, transfers, share powers or other instruments of transfer of securities. The Treasurer shall perform such other duties usually incident to the office of Treasurer and such other duties as may be prescribed by the Board of Directors, Chairman of the Board (if any), or President.

            Section 7. Assistant Treasurer. In case of the Treasurer’s sickness, disability or temporary absence from the office of the Corporation, one or more Assistant Treasurers, if any are elected, shall perform his duties. The Assistant Treasurer or Treasurers, if any, shall perform such further duties as from time to time shall be prescribed by the Board of Directors, Chairman of the Board (if any), President or Treasurer.

            Section 1. Articles of Incorporation. The Articles of Incorporation of the Corporation may be amended by a two-thirds (2/3) majority vote of the members of the Corporation present and voting at a duly called meeting at which a quorum is present, provided that written notice of the proposed amendments is sent to each member at least two (2) weeks prior to said meeting. A voting member shall be deemed to be present if they are present in person or by use of authorized communications equipment, or by mail for purposes of determining a quorum and for voting.

                        Section 2. Regulations. The Regulations of the Corporation may be amended by a two-thirds (2/3) majority vote of the members of the Board of Directors of the Corporation present and voting at a duly called meeting at which a quorum is present, provided that written notice of the proposed amendments is sent each Director at least two (2) weeks prior to said meeting. A Director shall be deemed to be present if they are present in person or by use of authorized communications equipment, or by mail for purposes of determining a quorum and for voting.

 

            The Corporation shall not discriminate on the basis of sex, race, color, religion, creed, age, national-origin, ethnicity, ancestry, pregnancy, sexual orientation, marital status, political affiliation, veteran status, age or disability, in any matter, including the provision of services or the employment or appointment of staff, officers or Directors.

 

            Section 1. Contracts and Instruments. The President of the Corporation or the Executive Director as authorized by the President may enter into contracts and/or execute and deliver instruments in the name of and on behalf of the Corporation as authorized by the Board of Directors of the Corporation.

            Section 2. Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the meetings and actions of the Members of the Corporation, the Board of Directors of the Corporation and all committees established by the Board of Directors of the Corporation. All books and records of the Corporation may be inspected at any reasonable time by any Member or Director of the Corporation.

            Section 3. Fiscal Year. The fiscal year of the Corporation shall be determined by the Directors of the Corporation.

            Section 4. Indemnification. Unless otherwise required by law, the Corporation shall indemnify any Director, member, or officer or former Director, member or officer, or any person who may serve or has served at the Corporation’s request as a Director, member or officer of another corporation, partnership, trust or other entity or enterprise, against expenses actually incurred, including reasonable legal fees and amounts paid in settlement of any final judgment, in connection with any action, suit, prosecution, or proceeding, whether civil, criminal or administrative, and any appeal therefrom, in which the person is made or threatened to be made a party by reason of being or having been such Director, member or officer, except in relation to matters as to which an individual is adjudged to have acted or failed to act in bad faith. The Corporation is authorized to obtain insurance to cover its duty to so indemnify its Directors, members and officers.

            Section 5. Conflicts of Interest. No Member of the Board of Directors or officer of the Corporation shall have, nor shall any person, firm or corporation controlled by such person have, any interest in any contract relating to the operation of the Corporation, nor in any contract for furnishing supplies thereto, unless authorized by the Board of Directors. Any duality of interest or possible conflict of interest on the part of any Director shall be disclosed to the other members of the Board and made a matter of record through an annual procedure and also when the interest becomes a matter of Board action.

            Any Director having a duality or possible conflict of interest on any matter shall not vote or use his personal influence on the matter, and he shall not be counted in determining the quorum for the meeting, even where permitted by law. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the quorum situation. 

            The foregoing requirements shall not be construed as preventing the Trustee from briefly stating his position in the matter, nor from answering pertinent question of other Board Members since his knowledge may be of great assistance.