Constitution & By-laws

CONSTITUTION OF THE NATIONAL ASSOCIATION of ESPORTS COACHES & DIRECTORS

July 1, 2019

NAECAD’s constitution and the governing rules of the association.  The constitution sets the standards for membership, committee and board service, and much more.  Members are encouraged to read the constitution and become better informed of their association.  A copy of the current NAECAD constitution will be maintained and published on the NAECAD’s website and will be distributed to all newly elected or appointed members during their orientation process.  In the event of amendments being adopted, the amended copy will be distributed electronically to all sitting members of the Board of Directors, to all standing NAECAD Committee leadership teams, and to the NAECAD staff. 

ARTICLE I – NAME AND PRINCIPAL OFFICE

1.01 NAME.

The name of this organization shall be the National Association of Esports Coaches & Directors, and may also be known as NAECAD.

1.02 PRINCIPAL OFFICE.

The principal office for the transaction of business of the organization is hereby fixed at the NAECAD’s home office at 5442 Westwood Drive, West Des Moines, Iowa 50266.  The Board of Directors is hereby granted full authority to change (by a majority vote) the principal office from one location to another with consideration of any binding contractual and/or legal agreements.

ARTICLE II – MISSION, VISION, AND CORE VALUES

2.01 MISSION.

The mission is to serve, legitimize, and advance competitive esports at all levels with NAECAD members at the epicenter of leadership, advocacy, and professional development.

2.02 VISION.

Esports to be viewed as a prominent competitive sport with highly trained NAECAD members leading the professional development, growth, and quality of competitive esports.

            2.02.01 Focus Statement

Leading the professional development, growth, and quality of competitive esports.

2.03 CORE VALUES.

The Core Values for the organization shall be:

Integrity – We set and demonstrate the highest standards for both the coaching and directors within the sport and our organization.

Service – We are knowledgeable, accessible, and provide resources for coaches and directors to learn and develop.

Diversity – We are inclusive of all levels of esports and those in the past, present, and future who plan to make contributions to competitive esports.  We value the diversity of our members and other stakeholders.

Influence – We represent a strong voice for the coaches and directors within the profession, and the overall promotion of the sport.

ARTICLE III – MEMBERSHIP

3.01 CATEGORIES.

There shall be two (2) categories of membership, all of them non-stockholding members:

A. Regular Membership shall consist of coaches (including assistant coaches and student coaches) and directors who are actively engaged in coaching scholastic, recreational, club, collegiate, international, or professional competitive esports. Regular members shall have the privilege of voting.

Annual Basic Membership Dues (July 1-June 30) – $125 covers one individual membership.

B. Honorary Membership may be conferred on any individual who has made a valuable contribution to the NAECAD and/or competitive esports. A person recommended for Honorary membership shall be approved by the Executive Director(s) and the Board of Directors and will include any Hall of Fame inductees. Honorary members shall not pay dues but will retain the right to vote.

3.02 ADMISSION TO MEMBERSHIP.

Membership to the NAECAD may be attained by any qualified person or organization (see 3.01.A – Regular Member above). There are no credentials required and there is no waiting period, other than customary administrative processing, for NAECAD membership. Applications for membership may be completed online via the organization’s website or authorized portal or by contacting the organization (Membership Services) via phone or e-mail or membership applications may be completed manually upon request. Completed membership applications submitted to the NAECAD imply acknowledgement with all NAECAD rules, regulations, and policies related to membership with the organization. Applications for membership will not be complete without full payment of any invoiced dues and/or fees. All NAECAD memberships are non-transferrable. Disputes arising over membership issues shall be resolved by the organization’s membership services staff and/or Board of Directors.

3.03 DUES.

Annual dues for Regular members shall be determined by the Board of Directors. Honorary members shall be exempt from payment of member dues. Membership for each year will begin once dues are received and no earlier than July 1 each calendar year, and will end on June 30 the following year.

3.04 MEMBERSHIP MEETINGS.

A. Annual Report. An Annual Report of the organization will be provided to the membership through at least one of the NAECAD’s print or electronic publications with supplemental reminders about how to access this information included in regular NAECAD communications to the membership.

B. Other Meetings. Special and other meetings of the membership may be called by the Board of Directors upon reasonable notice or by request of at least 25% of the voting membership.

3.05 CODE OF ETHICS AND CONDUCT, MEMBERSHIP MISCONDUCT, AND GRIEVANCE PROCEDURES.

Membership in the NAECAD is a privilege granted by the NAECAD. Where the conduct of an individual or organization is determined to be inconsistent with the NAECAD’s Code of Ethics and Conduct, as adopted by the Board of Directors, or the best interest of esports, or of the individuals and organizations the NAECAD serves, that membership may be prevented, suspended or terminated by the Executive Director(s). The Executive Director(s) may reinstate membership privileges should circumstances warrant that reinstatement. The Board of Directors shall be provided with a summary report of membership terminations, suspensions, bans and reinstatements at the meeting following such action by the Executive Director(s). The full Board, by majority vote, may override a decision of the Executive Director(s) to suspend, terminate, ban or reinstate membership with the NAECAD. Notice of Board decisions is the responsibility of the NAECAD’s Executive Director(s).

ARTICLE IV – BOARD OF DIRECTORS

4.01 COMPOSITION.

The business and affairs of the NAECAD shall be governed by the Board of Directors (hereinafter, “the Board”).

PRESIDENT:

1. President will be elected by all members of the Board and serve a two year term.

2. The President will appoint a Vice President and serve a two year term.  If a President is unable to fulfill his/her term, The Vice President will assume the position until the term is completed.

3. Finance Manager will also be appointed by the President and serve a two year term.

4. Secretary will also be appointed by the President and serve a two year term.

4.02 ELIGIBILITY.

To be eligible for appointment to the Board, candidates shall be at least 21 years old and shall be committed to the mission: to serve, legitimize, and advance competitive esports at all levels with NAECAD members at the epicenter of leadership, advocacy, and professional development.

4.03 POWERS.

The Board of Directors shall have the following powers:

  1. Establish policies of the organization including fiscal policy.
  2. Select and evaluate the performance of the Executive Director.

4.04 TERMS OF OFFICE.

The President shall serve a two-year term, and may be re-elected or re-appointed for additional two year terms. All other elected and appointed Board members shall serve a two-year term, and may be re-elected or re-appointed for additional two year terms.

4.05 APPOINTMENT OF THE BOARD.

The Executive Director will be responsible to select individuals to serve on the Board. Each member on the Board shall serve a two year term.  Board members interested in serving consecutive terms must receive a majority vote among the Board and Executive Director.

4.06 VACANCIES.

Should there be vacancy on the Board, including vacancies resulting from an increase in the number of Board members, it shall be filled with persons appointed by the President and approved by the majority vote of the remaining Board members at the next Board meeting. The Board and Executive Director shall be responsible for soliciting candidates for the replacement position and assisting the President in managing the process of securing the required majority approval from the remaining Board members. Each person elected shall be a Board member for the remaining term of the position they are filling and shall be a Board member until that person or a successor is elected by the membership during the regular election cycle of the organization.

4.07 MEETINGS.

A. Regular Meetings. The Board shall meet regularly but not less than once per year at which time a quorum of the Board shall be present in person. Regular meeting of the Board may be held at such times and places as shall be determined from time to time by resolution of the Board at a duly convened meeting, or by a two-thirds majority of the Board giving written consent. Notice of each regular meeting of the Board shall be written, shall specify the date, place, and hour of the meeting and shall be delivered to each Board member at least five (5) days before the meeting, either personally or by mail, fax, or response-requested e-mail.

B. Special Meetings. Special Meetings of the Board may be called by the President on twenty-four (24) hours written notice to each Board member, either personally or by mail, fax, or response-requested e-mail. Notice of each special meeting of the Board shall specify the date, place, and hour of the meeting. The notice should, but need not, state the general nature of the business to be conducted at such special meeting. Special meetings of the Board may be conducted through telephone conferences, coordinated by the President, if a quorum of the Board members can participate in the discussion.

4.08 VOTING.

Each Board member shall be entitled to one vote. The President may not vote except to break a tie.

4.09 WAIVER OF NOTICE.

Whenever written notice of a meeting of the Board is required to be given, a waiver thereof, in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance or participation in any meeting of the Board shall constitute a waiver of notice of such meeting except where the person attends or participates for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

4.10 QUORUM.

At all meetings of the Board, whether the Board is meeting as a Committee of the whole or in regular or special session, at least three (3) Board members shall be necessary to constitute a quorum for the transaction of business. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board, except as may be otherwise specifically provided by law, by the Articles of Incorporation or the Constitution. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted other than by announcement at the meeting at which such adjournment is taken.

4.11 RULES OF ORDER.

Robert’s Rules of Order Newly Revised shall be followed.

4.12 ACTIONS WITHOUT A MEETING.

Any action which may be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Board members. Such consents shall be filed with the Executive Director.

4.13 CONFLICT OF INTEREST.

No Board member shall participate in the negotiation, evaluation or approval by the organization of any contractual arrangement to which it is proposed that the organization become a party, if such individual would financially benefit, directly from the organization becoming a party to such arrangement. Individuals with a conflict of interest, upon learning that the organization is proposing to enter into an arrangement in which they have a financial interest, shall promptly notify the President in writing of the existence of such interest, and the President in turn shall disclose such interest to the Board. The Board may approve further participation by the individual upon an affirmative vote of the Board and recommendation of the President. In the event of a violation of this Section 4.13, the organization shall have the right to recover from the individual in question his or her financial benefit and to void the arrangement.

ARTICLE V – ADVISORY BOARDS

5.01 ADVISORY BOARDS.

  1. Education Advisory Board – suggest professional development needs, structure, and content.
  2. Achievement Recognition Advisory Board – organize and oversee the voting process for recognition and awards.
  3. Clinic/Conference Advisory Board – provide suggestions and support for upcoming conferences and clinics such as operations, location, and speakers.
  4. Membership/Benefits Advisory Board – supervises the membership, recruitment, and benefits of the association, while also developing new ideas to promote growth and exposure of the NAECAD.
  5. Ethics Committee – Will be added sometime in the first year of the NAECAD’s existence.

5.02 COMPOSITION.

Advisory Boards shall advise The Board on specified areas and shall consist of (5) elected members. The business and affairs of the NAECAD shall be governed by the Board of Directors (hereinafter, “the Board”). The President of each Advisory Board will serve for one year and assume the presidency after having served as President-elect for one year.

  1. President:  President of each Advisory Board will be elected. All active association members have the opportunity to cast a vote.
    • President of each Advisory Board will serve for one year and assume the presidency after having served as Vice-President (President-elect) for one year.
  2. Vice-President: The President will appoint a Vice President (President-elect) and serve a one year term.  If a President is unable to fulfill his/her term, The Vice President will assume the position until the term is completed.
  3. Finance Manager: Finance Manager of each Advisory Board will also be appointed by the President and serve a two-year term.
  4. Secretary: Secretary of each Advisory Board will also be appointed by the President and serve a two-year term.

5.03 ELIGIBILITY.

To be eligible for election or appointment to an Advisory Board, candidates shall be active members in good standing on the date of election or appointment and through their terms serving on an Advisory Board.  All current members have the right to seek election as a member of an Advisory Board if they are active members at the time of the election and be active during the time they will represent.

5.04 POWERS.

The Advisory Boards shall have the following powers:

  1. Oversee systems and processes within their specified area.
  2. Present suggestions for change within their area to the Board of Directors.

5.05 TERMS OF OFFICE – Advisory Board Members.

All other elected and appointed positions shall serve two-year terms, and may be re-elected or re-appointed.

5.06 ELECTIONS.

Elections will be organized by the Executive Director with oversight from the Board.

  1. Elections. The election of each Advisory Board may either be held at a designated NAECAD clinic/conference or made by mail or email ballot in accordance with procedures established and approved by the Board. Persons desiring to be a candidate for office shall present their names in writing to the Executive Director. The Executive Director shall work closely with the NAECAD Board to develop the appropriate timeliness and process.

5.07 VACANCIES.

Should there be vacancy on a specified Advisory Board, it shall be filled with persons appointed by the President and approved by the majority vote of the remaining members of that Advisory Board at their next meeting. The specified Advisory Board shall be responsible for soliciting candidates for the replacement position and assisting the President in managing the process of securing the required majority approval from the remaining specified Advisory Board members. Each person elected shall serve in that capacity for the remaining term of that position. Nominees for filling any vacancies shall meet all eligibility requirements for the position. Selection of these positions to fill any such vacancy may be made by mail ballot or email ballot.

Should there be a vacancy in the position of President, the President-Elect will serve in the role of President for the remaining fiscal year. An election will be held at the National Convention (or time-frame of the National Convention) each year for President. The person elected as President will begin his/her term immediately on July 1. The Past President will be asked to continue to serve on the Advisory Board for one year as Past President.

Should there be a vacancy in the position of President, the Vice-President (President-Elect) will immediately assume the role of President and fulfill the term. An election will be held at the National Convention (or time-frame of the National Convention) to fill the position of President-Elect.

In the event both Board members in the Presidential line are unable to fulfill their responsibilities in the same year, a member within that Advisory Board will serve as the interim President and complete the term with a majority vote from members of that Advisory Board.

5.08 MEETINGS.

A. Regular Meetings. Advisory Boards shall meet regularly but not less than once per year at which time a quorum of the Advisory Board shall be present in person. Regular meeting of the Advisory Board may be held at such times and places as shall be determined from time to time by resolution of the Advisory Board at a duly convened meeting, or by majority of the Advisory Board members giving written consent. Notice of each regular meeting shall be written, shall specify the date, place, and hour of the meeting and shall be delivered to each member at least five (5) days before the meeting, either personally or by mail, fax, or response-requested e-mail.

B. Special Meetings. Special Meetings of the Advisory Board may be called by the President or Finance Manager on twenty-four (24) hours written notice to each member, either personally or by mail, fax, or response-requested e-mail. Special meetings may be called, in like manner, upon the written request of two (2) or more members. Notice of each special meeting of the Advisory Board shall specify the date, place, and hour of the meeting. The notice should, but need not, state the general nature of the business to be conducted at such special meeting. Special meetings of the Advisory Board may be conducted through telephone conferences, coordinated by the President, if a quorum of the members can participate in the discussion.

5.09 VOTING.

Each member shall be entitled to one vote within their respective Advisory Board. The President may not vote except to break a tie.

5.10 WAIVER OF NOTICE.

Whenever written notice of a meeting is required to be given, a waiver thereof, in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance or participation in any meeting shall constitute a waiver of notice of such meeting except where the person attends or participates for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

5.11 QUORUM.

At all Advisory Board meetings, at least three (3) members shall be necessary to constitute a quorum for the transaction of business. The acts of a majority of the members present at a meeting at which a quorum is present shall be the acts of the Advisory Board, except as may be otherwise specifically provided by law, by the Articles of Incorporation or this Constitution. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted other than by announcement at the meeting at which such adjournment is taken.

5.12 RULES OF ORDER.

Robert’s Rules of Order Newly Revised shall be followed.

5.13 ACTIONS WITHOUT A MEETING.

Any action which may be taken at a meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the members. Such consents shall be filed with the Executive Director.

5.14 CONFLICT OF INTEREST.

No Advisory Board member shall participate in the negotiation, evaluation or approval by the organization of any contractual arrangement to which it is proposed that the organization become a party, if such individual would financially benefit, directly from the organization becoming a party to such arrangement. Individuals with a conflict of interest I, upon learning that the organization is proposing to enter into an arrangement in which they have a financial interest, shall promptly notify the President in writing of the existence of such interest, and the President in turn shall disclose such interest to the Advisory Board members. The members may approve further participation by the individual upon an affirmative vote of the Board and recommendation of the President. In the event of a violation of this Section 4.13, the organization shall have the right to recover from the individual in question his or her financial benefit and to void the arrangement.

ARTICLE VI – EXECUTIVE DIRECTOR

6.01 OFFICERS.

The officers of the organization shall be the Executive Director(s), who are appointed by the Board. 

6.02 DUTIES.

A. Executive Director. The Executive Director shall direct the day-to-day business of the organization. The Executive Director shall perform such other duties prescribed by the Board. The Executive Director shall oversee all meetings of the organization, the Board and Advisory Boards, and shall act as general chair for the Annual Convention. The Executive Director(s) shall have the power to appoint ad hoc committees as needed.

B. Associate Executive Director(s). The Associate Executive Director(s) shall assist the Executive Director in directing the day-to-day business of the organization. The Associate Executive Director(s) shall perform any duties assigned by the Executive Director. The Associate Executive Director(s) shall perform such other duties prescribed by the Board and by the Executive Director. Additional Associate Executive Director positions and other positions within the NAECAD organization will be proposed by the Executive Director to the Board for approval.

ARTICLE VII – INDEMNIFICATION

This organization, to the fullest extent permitted by law, shall indemnify all persons made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that they are or were Directors or Officers of this organization or served as a member of any committee hereof.

ARTICLE IX – FISCAL YEAR

The fiscal year of the NAECAD shall start on July 1 and end on June 30.

ARTICLE X – AMENDMENTS

The Constitution may be amended or revised at any time by a two-thirds vote of the Board. By-laws may be proposed in writing by any Board member or member of the association and amended by a two-thirds of the ballots received.  All members will be allowed to vote.  The by-laws will remain in effect until changed by the Board of Directors, or rendered useless or improper by the Constitution, or by expiration, if a dated bylaw is passed.  At no time shall a by-law take precedence over or be in conflict with the provisions of the Constitution.

ARTICLE XI – DISSOLUTION

Upon the dissolution of this organization, the Board shall, after paying or making provisions for the payment of all the liabilities of the organization, dispose of all of the assets of the organization to such an organization, preferably esports-related, that shall at the time qualify as an exempt organization under Section 50 1 (c) (3) of the Internal Revenue Code of 1954. Any such assets not disposed of shall be disposed of by a court of general jurisdiction of the State of Iowa according to law.

BY-LAWS OF THE NATIONAL ASSOCIATION of ESPORTS COACHES & DIRECTORS

July 1, 2019

These by-laws are basic descriptions of the operational workings and expectations of the National Association of Esports Coaches & Directors (NAECAD). These by-laws should never conflict with the provisions and descriptions outlined in the Constitution for the National Association of Esports Coaches & Directors. 

Board of Directors – President

Board of Directors – Vice President

Board of Directors – Finance Manager

Board of Directors – Secretary

Executive Director

Advisory Board (Education) – President

Advisory Board (Achievement Recognition) – President

Advisory Board (Clinic/Conference) – President

Advisory Board (Membership/Benefits) – President

Advisory Board (Education) – Vice President

Advisory Board (Achievement Recognition) – Vice President

Advisory Board (Clinic/Conference) – Vice President

Advisory Board (Membership/Benefits) – Vice President

Advisory Board (Education) – Secretary

Advisory Board (Achievement Recognition) – Secretary

Advisory Board (Clinic/Conference) – Secretary

Advisory Board (Membership/Benefits) – Secretary

Advisory Board (Education) – Finance Manager

Advisory Board (Achievement Recognition) – Finance Manager

Advisory Board (Clinic/Conference) – Finance Manager

Advisory Board (Membership/Benefits) – Finance Manager

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