Bylaws
The name of the organization shall be Franchise Senior Sports, Inc. (FSS), a nonprofit corporation organized under the laws of the State of incorporation and recognized as tax-exempt under Section 501(c)(3) of the Intern
Franchise Senior Sports Bylaws
Article I - Name and Office
Section 1.1 - Name
The name of the organization shall be Franchise Senior Sports, Inc. (FSS), a nonprofit corporation organized under the laws of the State of incorporation and recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code.
Section 1.2 - Principal Office
The principal office shall be located at the address designated by the Board of Directors. The Board may change the principal office from time to time by resolution. Regional franchise offices may be established in each franchise territory as approved by the Board. The Corporation shall maintain a registered agent and registered office as required by applicable state law.
Section 1.3 - Other Offices
The Corporation may have offices at such other places, both within and outside the state of incorporation, as the Board of Directors may from time to time determine or as the activities of the Corporation may require.
Article II - Purpose and Mission
FSS is established to promote health, wellness, and community engagement among senior citizens aged 55 and older by organizing and franchising athletic programs, sports leagues, and recreational activities across multiple communities. The Corporation shall operate exclusively for charitable, educational, and health-promotion purposes as set forth in the Articles of Incorporation and consistent with Section 501(c)(3) of the Internal Revenue Code.
Article III - Board of Directors
Section 3.1 - General Powers
The Board of Directors shall manage the affairs and business of the Corporation, including oversight of all franchise territories, league operations, and national program standards. The Board shall have the authority to establish policies, approve budgets, hire and evaluate the Executive Director, authorize contracts, approve franchise agreements, and take all actions necessary to fulfill the Corporation's mission.
Section 3.2 - Limitations on Board Powers
The Board shall not take any action that would jeopardize the Corporation's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. The Board shall not authorize any transaction that constitutes private inurement or excessive benefit to any insider. No single director or officer shall have the unilateral authority to bind the Corporation to any contract or obligation exceeding $10,000 without prior Board approval.
Section 3.3 - Number and Tenure
The Board shall consist of not fewer than seven (7) and not more than fifteen (15) directors. Each director shall serve a three-year term, with terms staggered so that approximately one-third of the Board is elected each year. Directors may serve up to two (2) consecutive full terms. After a one-year absence from the Board, a former director may be re-elected for additional terms. A director's term shall begin on January 1 following their election unless filling a vacancy.
Section 3.4 - Qualifications
Directors must be at least 18 years of age and demonstrate a commitment to the mission of FSS. The Board shall endeavor to include directors with expertise in senior health, sports management, franchise operations, nonprofit governance, and financial oversight. At least two (2) directors should be active or former senior sports participants. Directors shall not be employees of the Corporation. The Governance Committee shall maintain a Board skills matrix to guide recruitment and ensure diverse expertise.
Section 3.5 - Election of Directors
Directors shall be elected by a majority vote of the existing Board of Directors at the Annual Meeting. The Governance Committee shall present a slate of nominees to the Board at least thirty (30) days prior to the Annual Meeting. Additional nominations may be made from the floor with the consent of the nominee. Newly elected directors shall complete an orientation program within sixty (60) days of assuming office.
Section 3.6 - Regular Meetings
Regular meetings of the Board shall be held at least quarterly. Notice of regular meetings shall be given at least ten (10) days prior to the meeting by email, mail, or other electronic communication. One meeting per year shall be designated as the Annual Meeting, which shall include election of directors and officers, adoption of the annual budget, and review of the strategic plan. One meeting per year shall be designated as the Annual Franchise Review Meeting.
Section 3.7 - Special Meetings
Special meetings may be called by the Chair or by any three (3) directors with five (5) days' written notice. Urgent matters relating to participant safety or franchise compliance may warrant expedited meeting procedures with twenty-four (24) hours' notice. The notice of a special meeting shall state the purpose or purposes for which the meeting is called.
Section 3.8 - Electronic Meetings and Voting
Directors may participate in any meeting by means of telephone conference, video conference, or similar communications technology by which all persons participating in the meeting can hear and communicate with each other. Participation by such means shall constitute presence in person at the meeting. The Board may also act without a meeting if all directors consent in writing (including email) to the action to be taken. Such written consents shall be filed with the minutes of Board proceedings.
Section 3.9 - Quorum
A majority of the directors in office shall constitute a quorum for the transaction of business. If a quorum is not present, the directors present may adjourn the meeting to a later date. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 3.10 - Removal and Vacancies
A director may be removed with or without cause by a two-thirds vote of the remaining directors. A director who misses three (3) consecutive regular meetings without prior notice to the Chair may be deemed to have resigned. Vacancies on the Board may be filled by a majority vote of the remaining directors. A director elected to fill a vacancy shall serve for the unexpired portion of the term of the director whose vacancy is being filled.
Section 3.11 - Compensation of Directors
Directors shall not receive compensation for their service as directors. Directors may be reimbursed for reasonable expenses actually incurred in the performance of their duties, including travel, lodging, and meals for Board meetings and official Corporation business. Expense reimbursement requests must be submitted within thirty (30) days of incurrence with appropriate documentation and are subject to approval by the Treasurer.
Section 3.12 - Conflict of Interest
All directors shall comply with the Corporation's Conflict of Interest Policy. Each director shall annually sign a disclosure statement identifying any potential conflicts of interest. A director with a conflict of interest on a matter before the Board shall disclose the conflict, recuse themselves from discussion and voting on that matter, and leave the meeting room during deliberations. The minutes shall record all conflict disclosures and recusals.
Section 3.13 - Executive Sessions
The Board may meet in executive session, excluding non-Board members, to discuss matters involving personnel, litigation, real estate transactions, or other sensitive issues. Executive sessions may be called by the Chair or by a motion approved by a majority of directors present. Minutes of executive sessions shall be maintained separately and treated as confidential.
Section 3.14 - Emergency Board Actions
In the event of an emergency that requires immediate action and a meeting cannot be convened, the Chair and any two (2) other officers may authorize emergency action on behalf of the Corporation. Such emergency actions shall be reported to the full Board within forty-eight (48) hours and ratified at the next meeting at which a quorum is present.
Section 3.15 - Code of Conduct for Board Meetings
Directors shall conduct themselves with professionalism, courtesy, and respect during all Board proceedings. Directors shall prepare for meetings by reviewing materials distributed in advance, participate constructively in discussions, maintain confidentiality of Board deliberations as appropriate, support decisions of the Board once made, and avoid conflicts of interest. The Chair may call a director to order for disruptive behavior.
Section 3.16 - Board Evaluation Process
The Board shall conduct an annual self-evaluation to assess its effectiveness, composition, and governance practices. The evaluation shall include assessment of meeting effectiveness, committee performance, Board composition and skills diversity, strategic plan progress, fiduciary oversight, and franchise network governance. Results shall be used to improve Board practices and inform director recruitment.
Article IV - Officers
Section 4.1 - Officers
The officers shall be a Chair, Vice Chair, Secretary, Treasurer, and Director of Franchise Operations, each elected by the Board for a two-year term. Officers may serve up to three (3) consecutive terms in the same office.
Section 4.2 - Chair
The Chair shall preside at all Board meetings, serve as the chief executive officer of the Corporation, and provide strategic leadership for franchise expansion and program development. The Chair shall set meeting agendas in consultation with the Executive Director, serve as the primary spokesperson of the Board, execute all authorized contracts and documents on behalf of the Corporation, appoint committee chairs with Board approval, and ensure the Board fulfills its governance responsibilities.
Section 4.3 - Vice Chair
The Vice Chair shall perform the duties of the Chair in the Chair's absence or inability to serve. The Vice Chair shall oversee the Franchise Advisory Council, serve as chair of the Governance Committee, coordinate Board orientation and development activities, and assume the duties of the Chair if the office becomes vacant until a new Chair is elected.
Section 4.4 - Secretary
The Secretary shall maintain records of all meetings, official correspondence, and franchise territory agreements. The Secretary shall ensure proper notice is given for all meetings, maintain the official record of Bylaws and amendments, oversee the annual conflict of interest disclosure process, certify Board resolutions and actions, and maintain the corporate records book.
Section 4.5 - Treasurer
The Treasurer shall oversee the financial affairs of the Corporation, including franchise fee management, league dues collection, grant administration, and the preparation of annual budgets and financial reports. The Treasurer shall serve as chair of the Finance Committee, present quarterly financial reports to the Board, ensure the annual audit is completed by an independent certified public accountant, oversee investment of Corporation funds in accordance with the Investment Policy, monitor franchise territory financial reporting, and ensure timely filing of IRS Form 990 and all required state registrations.
Section 4.6 - Director of Franchise Operations
The Director of Franchise Operations shall oversee the establishment, training, and compliance of all franchise territories, ensuring adherence to FSS program standards and brand guidelines. The Director shall review franchise applications and make recommendations to the Board, conduct regular compliance audits of franchise territories, coordinate the Franchise Advisory Council meetings, develop and update the Franchise Operations Manual, manage franchise territory dispute resolution, and report quarterly on franchise network performance to the Board.
Article V - Franchise Advisory Council
Section 5.1 - Composition
The Board shall establish a Franchise Advisory Council composed of one representative from each active franchise territory. Representatives shall be selected by their respective franchise territories for two-year terms.
Section 5.2 - Meetings and Purpose
The Council shall meet semi-annually, once in person and once by video conference, to provide input on program development, share best practices, and advise the Board on franchise-related matters. The Council shall elect a Council Chair from among its members to serve as a liaison to the Board.
Section 5.3 - Franchise Territory Reporting Requirements
Each franchise territory shall submit to the Board, through the Director of Franchise Operations, quarterly reports including financial statements and fundraising activity, participant enrollment and retention data, safety incident reports and resolutions, program and league schedules, community partnership updates, and compliance certifications. Annual comprehensive performance reviews shall be conducted for each franchise territory by the Franchise Compliance Committee.
Article VI - Committees
Section 6.1 - Standing Committees
The Board shall maintain the following standing committees:
Finance Committee
The Finance Committee shall oversee the Corporation's financial affairs, review and recommend the annual budget, monitor financial performance, review the annual audit, oversee the investment policy, and ensure proper internal controls. The Committee shall meet at least quarterly and shall consist of at least three (3) Board members, including the Treasurer who shall serve as chair.
Program Standards Committee
The Program Standards Committee shall develop and maintain program quality standards for all FSS sports and activities, review and approve new sports offerings, establish safety protocols and training requirements, evaluate program effectiveness, and recommend improvements. The Committee shall include at least two (2) Board members and may include non-Board members with relevant expertise.
Franchise Compliance Committee
The Franchise Compliance Committee shall monitor franchise territory compliance with FSS standards, review franchise applications, conduct or oversee compliance audits, address franchise territory performance issues, and recommend franchise agreement renewals or terminations. The Committee shall consist of at least two (2) Board members including the Director of Franchise Operations.
Senior Athlete Safety Committee
The Senior Athlete Safety Committee shall oversee all matters related to participant safety, review incident reports, recommend safety policy updates, ensure emergency action plans are current across all territories, and monitor compliance with safety certifications and training requirements. The Committee shall include at least two (2) Board members and at least one member with medical or sports medicine expertise.
Fundraising and Development Committee
The Fundraising and Development Committee shall oversee the Corporation's fundraising strategy, cultivate major donors and sponsors, coordinate capital campaigns, review grant applications, and ensure compliance with charitable solicitation laws. The Committee shall consist of at least two (2) Board members and may include non-Board volunteers with fundraising expertise.
Section 6.2 - Ad Hoc Committees
The Board may create ad hoc committees for specific purposes and limited durations. Ad hoc committees shall be established by Board resolution specifying the committee's purpose, membership, authority, and duration. Ad hoc committees shall be dissolved upon completion of their assigned task or by Board resolution.
Section 6.3 - Committee Authority
No committee shall have the authority to amend the Articles of Incorporation or Bylaws, elect or remove directors or officers, adopt the annual budget, approve dissolution or merger, or take any action inconsistent with a prior resolution of the Board.
Article VII - Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the proceedings of the Board and all committees in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, the Articles of Incorporation, or applicable law.
Article VIII - Books, Records, and Inspection Rights
Section 8.1 - Books and Records
The Corporation shall keep correct and complete books and records of account, minutes of proceedings of the Board and committees, and a record of the names and addresses of all directors, officers, and franchise operators.
Section 8.2 - Inspection Rights
Any director may inspect the Corporation's books and records for any proper purpose at any reasonable time upon written request to the Secretary. The Corporation shall make its IRS Form 990, Articles of Incorporation, and application for tax exemption available for public inspection as required by law. Franchise operators shall have access to records directly relating to their franchise territory operations.
Article IX - Communications and Notices
Section 9.1 - Methods of Notice
Unless otherwise required by law or these Bylaws, any notice required to be given to directors may be communicated in person, by mail, by email, or by other electronic means. Notice by mail shall be deemed delivered when deposited in the United States mail with postage prepaid. Notice by email shall be deemed delivered when sent to the director's email address on file.
Section 9.2 - Waiver of Notice
A director may waive any notice required by law, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice. The waiver must be in writing (including email), signed or acknowledged by the director, and filed with the corporate records. A director's attendance at or participation in a meeting waives any required notice unless the director objects to holding the meeting at the beginning thereof.
Article X - Indemnification and Insurance
Section 10.1 - Indemnification of Directors and Officers
The Corporation shall indemnify any current or former director or officer against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding arising from their service to the Corporation, to the fullest extent permitted by applicable state law. The Corporation shall not indemnify any person for acts or omissions involving intentional misconduct, knowing violation of law, or transactions from which the person derived an improper personal benefit.
Section 10.2 - Advancement of Expenses
The Corporation may advance expenses incurred by a director or officer in defending any action, suit, or proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to indemnification.
Section 10.3 - Insurance Requirements
The Corporation shall purchase and maintain directors and officers (D&O) liability insurance covering all directors and officers. The coverage amount shall be reviewed annually by the Finance Committee and shall be no less than $1,000,000 per occurrence. Each franchise territory shall maintain general liability insurance, participant accident insurance, and such other insurance as required by the Franchise Agreement.
Article XI - Fiscal Year
The fiscal year shall begin on January 1 and end on December 31 of each year.
Article XII - Whistleblower Policy Reference
The Corporation shall maintain a Whistleblower Policy that provides a mechanism for directors, officers, employees, volunteers, and franchise operators to report concerns about financial practices, legal compliance, ethical violations, or other misconduct without fear of retaliation. The Whistleblower Policy is incorporated by reference into these Bylaws. All persons covered by the Whistleblower Policy shall be informed of its provisions and their rights thereunder.
Article XIII - Dissolution
Section 13.1 - Voluntary Dissolution
The Corporation may be dissolved by a resolution adopted by a two-thirds vote of the entire Board of Directors at a duly called meeting. Notice of the meeting at which dissolution will be considered shall be given to all directors at least thirty (30) days in advance and shall state that the purpose of the meeting includes consideration of dissolution.
Section 13.2 - Distribution of Assets Upon Dissolution
Upon dissolution, the Board shall, after paying or making provision for payment of all liabilities, dispose of all remaining assets exclusively for the purposes of the Corporation as set forth in the Articles of Incorporation, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. Preference shall be given to organizations that serve senior citizens through athletic and wellness programs.
Section 13.3 - Franchise Territory Wind-Down
Upon dissolution, all franchise agreements shall terminate. The Corporation shall provide at least ninety (90) days' notice to all franchise operators and shall make reasonable efforts to assist franchise territories in transitioning programs to successor organizations. Franchise operators shall be permitted to retain locally acquired equipment and supplies, subject to return of FSS branded materials and intellectual property.
Article XIV - Amendments
Section 14.1 - Amendment Procedure
These Bylaws may be amended by a two-thirds vote of the Board at any regular or special meeting, provided that written notice of the proposed amendment has been given at least fifteen (15) days prior. The notice shall include the text of the proposed amendment.
Section 14.2 - Franchise Advisory Council Consultation
Amendments affecting franchise territory rights, obligations, reporting requirements, or fee structures require consultation with the Franchise Advisory Council prior to adoption. The Council's input shall be considered by the Board but is advisory and non-binding.
Section 14.3 - Limitations on Amendments
No amendment shall be adopted that would cause the Corporation to lose its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code or that would be inconsistent with the Articles of Incorporation.
Contact
Franchise Senior Sports, Inc.
Email: hello@franchiseseniorsports.com
Phone: +1 (314) 374-4105