SOUTH CAROLINA

COALITION FOR PROMOTING PHYSICAL ACTIVITY

BYLAWS
ARTICLE I: Name The name of the association is the South Carolina Coalition for Promoting Physical Activity (the “SCCPPA”).

ARTICLE II: Purpose

As a charitable organization, the purpose of the South Carolina Coalition for Promoting Physical Activity is to bring about improved health and quality of life among all people in South Carolina by encouraging and facilitating increased participation in regular physical activity. This will involve uniting the efforts of organizations and individuals who are concerned with promoting physical activity and health; working toward achieving relevant state and national health objectives; promoting culturally and age appropriate health messages; and influencing public policy at state and community levels.

Article III: Membership

General: Membership in the SCCPPA shall be open to individuals, public or private businesses and non-profit organizations who concur with the mission and goals of the SCCPPA and wish to support them. The SCCPPA shall make an effort to reflect in its membership appropriate diversity by region, gender, race/ethnicity, socioeconomic class and physical dis/ability. Members must give full disclosure of their vested interest in issues involving physical activity and should expect to absent themselves from final discussion and voting on SCCPPA issues, which present a conflict of interest.

Section 1: The SCCPPA shall be a tiered organization with five (5) membership levels. All levels have voting privileges (see Article IV) and receive the SCCPPA newsletter.

Individual membership – Anyone who has a personal or professional interest in promoting physical activity can be eligible for Individual membership in the SCCPPA.
Organizational membership – Defined as a not-for-profit organization with a local, state or national outreach that has physical activity or health as a legitimate component of their mission.
Small business membership – Defined as having less than 50 employees.
Medium business membership – Defined as having 51-250 employees.
Large business membership – Defined as having over 251 employees.
Section 2: The South Carolina Coalition for Promoting Physical Activity will have members that pay dues on a variety of levels and Government Partners that do not pay dues. The Board of Directors shall set the dues structure. Dues may be waived by the discretion of the Board of Directors. In such cases, members shall satisfy such other requirements as are established by the Board of Directors. Members shall have voting privileges based on their membership levels.

Section 3: Government agencies may participate in the activities of the SCCPPA as partners. Government partners may each send one representative to the Board of Directors to serve in an advisory capacity. They will pay no dues and will not have voting privileges.

ARTICLE IV: Nominations and Elections
Section 1: It shall be the duty of the Past-President to serve as Chair of the Nominating Committee, and to appoint members to that committee. The Nominating Committee shall prepare a list of two or more qualified candidates for the positions of President-Elect, Secretary, Treasurer, and the Board of Directors.

Section 2: Nominees may be selected from among all SCCPPA members. However, all Officers must have served in some leadership capacity, and have some involvement and understanding of the organization and purposes of the SCCPPA.

Section 3: The nomination ballot, along with a brief biography written by each candidate, shall be distributed to all qualified voting members at least 21(twenty one) days prior to the annual SCCPPA Business Meeting. Individual members receive one (1) ballot, Organizational and Small Businesses receive two (2) ballots, medium businesses receive four (4) ballots and Large Businesses receive six (6) ballots.

Section 4: The candidate with the most votes will be elected. If there is a tie for the most votes between two or more candidates, the candidates tied for receiving the most votes will be voted upon by written ballot at the annual business meeting.

Section 5: Ballots are mailed back to the Nominating Committee and they shall tabulate all votes in accordance with Robert’s Rules of Order (revised). Results shall be reported to the President at the annual meeting.

Section 6: The results of the elections shall be announced by the President at the annual business meeting of the SCCPPA.

Section 7: The nominating committee shall also prepare a list of three nominations for representatives to the Governor’s Council on Physical Fitness. Nominations may be selected from among all coalition members. These nominees shall be presented to the Board at its first business meeting following the elections.

ARTICLE V: Directors

Section 1: General Responsibilities: The Board of Directors shall be solely responsible for all matters related to the SCCPPA. The Board of Directors shall implement the policies and conduct the business of the SCCPPA through the Administrative Office of the Executive Director. In addition, the Board shall advance the purpose of the SCCPPA through a structure of standing and ad hoc committees. The committees shall be provided information and other assistance necessary for their effective function.

Section 2: Term of Office: Length of term for Board of Directors shall be three years with one third of the Board rotating off each year. There is a minimum of one year break of service before being eligible for re-election. The term begins the day of the annual business meeting.

Section 3: Composition of the Board of Directors: The Board of Directors shall consist of elected members and the Officers of the SCCPPA.

Section 4: Determination of Quorum: A majority of directors in office immediately before a meeting begins shall constitute a quorum for the transaction of any business properly to come before the Board of Directors. The act of a majority of the Directors present at a meeting at which a quorum is present shall be considered the action of the Board of Directors.

Section 5: Meetings: The Board of Directors shall meet at least once each quarter, in person or via teleconference.

Section 6: Chair of the Board: The President of the SCCPPA shall be the Chair of the Board of Directors.

Section 7: Representation on Governor’s Council on Physical Fitness: The President-Elect and President of the Coalition shall represent the SCCPPA on the Governor’s Council on Physical Fitness. In addition, the Board of Directors shall elect three additional representatives to serve on the GCPF for a term of two years. One representative shall be selected from within each of the following membership categories: individual, business and organization.

Section 8: Vacancy: A vacancy can occur on the Board of Directors by any of the following means:

The resignation of a member of the Board of Directors.
The Board voting for the removal of a member due to absences from three successive regular Board meetings. The Board upon written request may excuse absences.
Section 9: Replacement: Should a vacancy occur on the Board of Directors, the Board will proceed to fill the vacancy by ballot at its next regular meeting. A majority vote of those present and voting will be necessary to elect. The appointment will expire on the day of the next annual business meeting. A person appointed in that manner is not considered having served a complete term.

ARTICLE VI: Officers

Section 1: Officers: The Officers of the SCCPPA shall consist of the Past President, the President, the President-Elect, the Secretary, and the Treasurer.

Section 2: Representation on National Coalition for Promoting Physical Activity: The Executive Director, or his/her designee will represent South Carolina on the National Coalition for Promoting Physical Activity.

Section 3: Term of Office: The term of office for each officer shall be one year, beginning at the Annual Business Meeting

Section 4: Election: The Officers of the SCCPPA shall be elected by the Membership of the SCCPPA (See Article IV: Nominations and Elections).

Section 5: Vacancy: A vacancy can occur among the Officers by any of the following means:

The resignation of the Officer
An officer may be removed by a majority vote of the full Board of Directors whenever in its best judgment the best interests of the SCCPPA would be served.
Section 6: Replacement: Should a vacancy occur among the Officers of the SCCPPA, the Board will proceed to fill the vacancy at the next regular meeting, or by e-mail and/or written ballot prior to its next regular meeting. Only persons meeting the qualifications specified in Article IV Section 2 may be considered as replacements. Current Board members can be considered for replacement. A majority vote of those voting will be necessary to elect. The appointment will expire on the day of the next annual business meeting. A person appointed in this manner is not considered to have served a complete term.

Section 7: Duties of Officers:

President: The president shall have general and active management of the SCCPPA. He/She shall execute contracts on behalf of the SCCPPA, and shall take such other official actions on behalf of the SCCPPA as may be delegated by the Board of Directors from time to time.
President-Elect: In the absence of the president or in the event of his/her death, inability or refusal to act, the President Elect shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The President Elect shall perform such other duties as from time to time may be assigned by the president or the Board of Directors.
Treasurer: The Treasurer shall have the custody of the SCCPPA’s funds and shall keep full and accurate records and accounts of receipts and disbursements and books belonging to the SCCPPA and shall deposit all monies and other valuable effects in the name of and to the credit of the SCCPPA in such depositories as may be designated by the Board of Directors. He/She shall disperse such funds of the SCCPPA as may be ordered by the Board of Directors.
Secretary: The Secretary shall attend all meetings of the Directors and shall record all votes and minutes of all proceedings in a book to be kept for that purpose and shall keep safe custody of all documents, instruments and records of the SCCPPA.
Other Duties and Authorities: In addition, the officers shall have such duties and authority as conferred upon by the Board of Directors or
ARTICLE VIIX: No Private Inurnment or Political Activity

Section 1: None of the SCCPPA's net earnings shall inure to the benefit of any private individual.

Section 2: Notwithstanding any other provision of this Constitution, the SCCPPA shall not participate in, directly or indirectly, any political campaign on behalf of or in opposition to any candidate for public office.

Article VIII: Regulation of SCCPPA Affairs

Section 1: Not withstanding any other provision of this Constitution, the SCCPPA shall not be operated primarily as a social club for the benefit, pleasure, or recreation of any individuals, nor shall it primarily carry on a business with the general public in a manner similar to organizations, which are operated for profit.

Section 2: The funds of the SCCPPA shall be derived from annual funds provided from

dues collected from members as determined by the Board of Directors, funds solicited with the approval of the Board of Directors from endowments, foundations, and other organizations, as well as gifts, grants, bequests and other sources.

Section 3: The SCCPPA shall conduct an annual Financial Review. The President shall appoint an adhoc Financial Review Committee by December of each year. The committee shall be comprised of three SCCPPA members, one of which is the Treasurer, who shall serve as Chairperson. The Financial Review Committee shall meet with the Executive Director to review the financial records of the SCCPPA and prepare a written report for presentation to the Board of Directors at the first quarterly Board meeting of the calendar year.

ARTICLE IX: Amendments

Amendments to these Bylaws may be made by vote of two-thirds of the members of the SCCPPA who return a ballot. Any change in the Bylaws for the SCCPPA, i.e., changes in the location of the administrative office, corporate name, corporate address, purposes and objectives or the number of directors and officers, must be filed with the Secretary of State, in the State of South Carolina.

ARTICLE X: Dissolution

Section 1: The SCCPPA may be dissolved upon vote of two-thirds of the members of the Board of Directors.

Section 2: In the event of the dissolution of the SCCPPA, the assets of the organization shall be distributed (a) among the member organizations as determined by the Board of Directors; provided that if one or more of such organizations is not described in Code Section 501 (c)(3) at the time, then the share of that organization(s) shall be divided among the other recipients and if no such organization is so described, then (b) exclusively for the purposes of the SCCPPA to one or more other organizations which are organized and operated for purposes substantially the same as those of the SCCPPA, which have been selected by the Board of Directors, and which are described in Code Section 50 1 (c)(3), or (c) to the federal government or to one or more state or local governments, as chosen by the Board of Directors, for public purposes.

Section 3: Articles of Dissolution shall be filed with the Secretary of State, State of South Carolina pursuant to South Carolina State Statutes.

Approved 10/99

Revised 4/01

Revised 4/05

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