ARTICLE II Board of Trustees

Section 1. Composition and election: The Board of Trustees shall consist of the officers and Board members elected by the voting membership at the annual meeting. At a minimum, trustees from each NCAA Football Bowl Subdivision (FBS) Conference will be represented by one NCAA FBS Trustee. Two Trustees shall be from NCAA Football Championship Subdivision (FCS), two Trustees shall be from AFCA Division II, two Trustees shall be from AFCA Division III and one Trustee shall be from NAIA. The Board may nominate one at-large Trustee who shall have the same rights of the other members of the Board. Ex-officio members may be eligible to participate in Board of Trustee meetings at the discretion of the Executive Director for the purpose of discussion.

Once a member has been elected to the Board of Trustees and changes conferences or divisions, the Board of Review shall adopt such rules and regulations as it deems necessary to provide continuity and representation on the Board.

Section 2. Eligibility: To be eligible as a trustee, a head coach must be an Active member in good standing. Good standing shall be defined as not under probation, suspension, or expulsion (cancellation) of this organization. Also, the coach cannot be responsible for his present institution or prior institution of employment being placed on football probation by the NCAA, NAIA, conference or institution that deprives that school of post-season game participation and/or scholarship reduction because of activities directly or indirectly attributable to this coach or to persons under his supervision or control.

Section 3. Nomination Process: Nomination of a Board of Trustee member will be done by a vote of that head coach’s respective conference or division. When the election has concluded, the nominee will then be submitted to the Board of Trustees for approval. In the event a nominee declines nomination, the conference or division shall select a new nominee.

Section 4. Duties: The Board of Trustees shall have oversight of the corporation’s affairs, funds, and property, and shall have oversight of the powers possessed by the corporation itself as far as such delegation of authority is not inconsistent with the laws of the State of New Hampshire, with the Articles of Agreement, or with these By-Laws. The trustees shall exercise their duties in a manner consistent with the purposes of this corporation, keeping in mind this corporation is not organized for profit. However, these objectives are not to limit the Trustees in the proper conservation and augmentation of the corporation’s funds, but any such profits shall never inure to the benefit of any private individual.

Section 5. Removal. Any member of the Board of Trustees may be removed with or without cause, and with or without notice by the Board of Review at any time.

Section 6. Vacancies: Any vacancy on the Board of Trustees occurring between annual elections as a result of removal, death, incapacity, resignation, or other such causes, may be filled by the Board of Review.

Section 7. Meetings: The Board shall meet at least once a year at a time and place to be designated by the Executive Director. Special meetings of the Board of Trustees may be called by the Executive Director and shall be held at any time or place with notification of the meeting provided at least fifteen days before such a meeting. Special meetings of the Board of Trustees may be held at any time without notice providing all trustees are present or have waived notice thereof. Subject to the requirements of the laws of the State of New Hampshire, with the Articles of Agreement, or with these By-Laws for notice of meetings, trustees may participate in and hold a meeting by means of a conference telephone, video conferring, or similar communications equipment or method by means of which all trustees participating in the meeting can hear each other, and participation in such a meeting will constitute attendance and presence in person at such meeting, except where a trustee participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any action required or permitted by the laws of the State of New Hampshire, the Articles of Agreement, or these By-Laws to be taken at an annual or special meeting of the Board of Trustees may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by all of the members of the Board of Trustees entitled to vote or by less than all of the members of the Board of Trustees if the consent is signed by no less than the minimum number of the Board of Trustees that would be necessary to take such action at a meeting at which all Members entitled to vote on the action were present and voted.  Such consent will have the same force and effect as a vote at a meeting, and the execution of such consent will constitute attendance or presence in person at a meeting of the Board of Trustees.  For purposes of these By-laws, any of the following will be considered an execution in writing (i) telegram, telex, cablegram, electronic mail, or similar transmission by the trustee; (ii) a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the trustee; or (iii) any other form that may be recognized by the laws of the State of New Hampshire as a writing of a member of the trustee.  Prompt notice of the taking of any action by the Board of Trustees without a meeting by less than unanimous written consent must be given to those members of the Board of Trustees who did not consent in writing to the action.

Between the meetings of the Board of Trustees, the Board of Review shall be empowered to act for the board. The Board of Review shall be composed of the President, first Vice-President and Executive Director.

The President and Executive Director shall appoint someone to record the minutes of any meeting. The report of each meeting of the Board of Trustees shall be published in one of the various publications of the corporation and be available to all members of the corporation.

Section 8. The agenda of the Board of Trustee meeting shall consist of:

1. Meeting called to order

2. Reading or disposal of any unapproved minutes

3. Report of Board of Trustees

4. Reports by standing committees

5. Reports by other committees

6. Unfinished business

7. New business

8. Adjournment

Section 9. Proxy Voting: Proxy voting will not be allowed.

Section 10. Quorum: A majority of the trustees shall constitute a quorum at any meeting of the board. A majority of the quorum present shall decide any action or matter brought before the meeting.

Section 11. Indemnification: The corporation must indemnify each and every member of the Board of Trustees of the corporation to the maximum extent that such indemnification is permitted or required by the laws of the State of New Hampshire, as they now exist and as they may hereafter be amended.

ARTICLE III Officers

Section 1. Composition: Officers shall be elected from the corporation’s Board of Trustees as follows: President, First Vice-President, Second Vice-President and Third Vice-President. The Executive Director shall serve as Secretary-Treasurer.

Section 2. Eligibility: To be eligible as an officer, a member must be a current member of the Board of Trustees. Eligibility of becoming an officer is predicated on the number of meetings a trustee has attended as a board member. The Executive Director is not bound to the above trustee requirements.

Section 3. Term of office: The term of office shall be for one year beginning at the time of the AFCA Convention (or until such officer’s earlier resignation or removal), except for the Executive Director whose tenure shall be determined by the Board of Trustees.

Section 4. Removal. Any officer may be removed with or without cause, and with or without notice by the Board of Trustees at any annual or special meeting of the Board of Trustees.

Section 5. Vacancies. Any officer vacancy occurring between annual elections as a result of removal, death, incapacity, resignation, or other such causes, may be filled by the Board of Trustees.

Section 6. Duties: (a) President: The President shall, when present, preside at all meetings of the Board of Trustees and at all meetings of the membership and shall perform such other duties as the Board of Trustees may, from time to time designate. He shall be the chairman of the Board of Trustees.

(b) Vice-Presidents: The First Vice-President shall assume the duties of the President in the absence or incapacitation of the President. The Second Vice-President assumes the duties of the First Vice-President in the absence or incapacitation of the First Vice-President. The Third Vice-President assumes the duties of the Second Vice-President in the absence or incapacitation of the Second Vice-President.

(c) Executive Director: The Executive Director shall be the chief executive officer of the corporation and, subject to the provisions of these By-Laws, shall have general supervision of the day-to-day activities and affairs of the corporation and shall have general and active control thereof. The Executive Director shall have general authority to execute, in the name of the corporation, checks, promissory notes, bonds, leases, deeds, notices, contracts and unless the Board of Trustees shall order otherwise by resolution, any other papers and instruments as the ordinary conduct of the corporation’s business may require and affix the corporate seal thereto; to cause the employment or appointment of such employees and agents of the corporation as the proper conduct of operations may require and to fix their compensation; to remove or suspend any employee or agent; and in general to exercise all the powers usually appertaining to the office of chief executive officer of a corporation, except as otherwise provided by statute, the Articles of Incorporation or these By-Laws. The Executive Director shall attend and participate in all meetings of the Board of Trustees. The Executive Director shall have such other powers and duties as the Board of Trustees may determine from time to time. In the absence or disability of the Executive Director, the duties of such office shall be performed and the powers may be exercised by the President, unless otherwise determined by the Board of Trustees.

Section 7. Indemnification: The corporation must indemnify each and every officer of the corporation to the maximum extent that such indemnification is permitted or required by the laws of the State of New Hampshire, as they now exist and as they may hereafter be amended.

ARTICLE IV Membership

Section 1. Composition: There shall be seven classes of membership: Active I, Active II, Allied I, Allied II, Retired, Foreign and Life member.

Active I – Any head football coach, assistant coach, or coaching graduate assistant (countable coach) at an NCAA- or NAIA-affiliated institution which fields an intercollegiate football program.

Active II – Any on-the-field football coach employed: 1) by a four-year institution whose football program is not affiliated with the NCAA or NAIA, 2) by a junior or community college, 3) by a high school or preparatory school or school district, or 4) on the staff of an established professional football team.

Allied I – Any football staff member employed by a NCAA, NAIA, junior or community college, high school or preparatory school or an established professional football team who are present and active in day-to-day practices, staff meetings and football operations.

Allied II – Other individuals directly or indirectly associated with a football program. Said membership may be approved at the discretion of the Executive Director.

Retired – Any former Active I or Active II coach who is now retired. Said membership may be approved at the discretion of the Executive Director.

Foreign – Any football coach who resides in a country other than the United States.

Life Member – All Honorary Members, 35-Year Members, and Amos Alonzo Stagg Award recipients.

Section 2. Dues: (a) The annual membership fee for all classifications shall be determined by the Board of Trustees. Dues are optional for Life Members who have been duly recognized by the corporation. (b) Members who pay dues shall receive all benefits for 12 months from payment of their respective membership classification.

Section 3. Cancellation or Suspension: (a) Cancellation. A membership may be cancelled by the Board of Trustees on a two-thirds vote of the Trustees present and after cause for cancellation has been presented by a Trustee. (b) Probation and/or suspension for violation of the Code of Ethics. Procedures governing probation and/or suspension are set forth in the Code of Ethics under Enforcement.  During probation and/or suspension, members shall not be permitted to serve as trustees, officers, or serve as chairman, or member, of a committee of the corporation, or be eligible for any award/recognition given by the American Football Coaches Association.

Section 4. Voting power: Only Active I, Active II and Life members shall be entitled to vote upon all questions submitted to the membership for decision. Allied I, Allied II, Retired and Foreign members will not be entitled to vote upon such questions.

Section 5. Meetings: The annual meeting of the corporation shall be held at a time and place set by the Board of Trustees.

ARTICLE V Standing Committees

Section 1. Appointment: members of standing committees are to be appointed by the Executive Director.

Section 2. Composition: Any member in good standing in any classification may be selected for a committee.

Section 3. Designation: The standing committees shall be designated by the Board, and a list of all current standing committees shall be maintained by the Executive Director. 

ARTICLE VI AFCA Regions

The corporation shall be divided into the following five regions. Conferences shall be assigned to a region based on its geographic location:

Region 1: Northeast

Region 2: Southeast

Region 3: Midwest

Region 4: Southwest

Region 5: Pacific

ARTICLE VII Fiscal Year

The fiscal year of the corporation shall end with the thirtieth day of June in each year.

ARTICLE VIII Inspection of Books and Papers

All books, papers, documents and annual audits of every kind and description belonging to the corporation whether located in the office of the Executive Director, or elsewhere shall be open to inspection by the members of the Board of Trustees at all times during business hours.

ARTICLE IX Ratification

The following items will be ratified annually: Code of Ethics; Affiliated Charities of the AFCA.