1. To support the implementation of the 5 Year Strategic Plan.
Specifically with objectives dealing with officials.
Formulate a committee and develop the next 5 year plan.
Work with chairpersons to formalize completion dates for each sub-committee
2. To implement our CAAD media of communication such as Twitter, Facebook, etc.
Increase communication between members and CAAD regarding issues,
questions and solicit feedback.
3. Strive to promote better communication to Principals and possibly Superintendents
regarding pertinent information related to the job of the Athletic Director.
Attendance at their respective statewide conferences.
Letters to Principal and Superintendent of board members
4. Continue to promote professional development opportunities for athletic directors,
especially athletic directors new to the profession.
Coordinate a plan for offering LTC’s in relation to CAA and CMAA certifications
Enhance the New Athletic Director Workshop and follow-up sessions
Reinforce the concept of New Athletic Director Mentorship.
5. Improve communications and expectations with CIAC and the CHSCA.
Support CIAC programs and initiatives, especially in regards to the new
sportsmanship program.
Support CHSCA programs and encourage membership
6. Provide support and strategies for best practices during this COVID situation.
Share information regarding successful COVID practices
Support Athletic Directors in addressing others areas of managing COVID such as
the use of technology, emotional support for student athletes, virtual training
concepts, etc…
Support athletic directors as we transition out of sports during a pandemic to a
more “normal” athletic experience.
7. Promote the role of CAAD and re-establish its relevance in helping athletic directors
preform their day to day responsibilities.
Support athletic directors as we transition out of sports during a pandemic to a
more “normal” athletic experience.
Formalize a mentoring program in conjunction with the NIAAA and CIAC.
Support athletic directors as we transition out of sports during a pandemic to a
more “normal” athletic experience.p
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CAAD BY-LAWS (Revised 2012)
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Adopted 5/23/12
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
THE CONNECTICUT ASSOCIATION OF ATHLETIC DIRECTORS, INC.
ARTICLE I.
Name
The name of the corporation shall be THE CONNECTICUT ASSOCIATION OF ATHLETIC DIRECTORS, INC.
ARTICLE II.
Purpose
The nature ofthe activities to be conducted and the purposes to be promoted or carried on by the Corporation shall be exclusively charitable, scientific and educational within the meaning of Section 501(c )(3) of the Internal Revenue Code of 1986 as the same may be amended from time to time, and shall include the following:
A. To benefit, perform the functions of, carry out the purposes of, and uphold, promote and
further the welfare, programs and activities of The Connecticut Association of Athletic Directors, Inc. (CAAD), The Connecticut Interscholastic Athletic Conference (CIAC) of the Connecticut Association of Schools, Inc. (CAS), and The Connecticut Schools Corporation (CSC).
B. To maintain and promote high school athletic programs in member schools of the Connecticut Interscholastic Athletic Conference (CIAC) that will encourage the widest possible student athlete participation with the highest possible standards; to promote the importance of high school athletics; to improve relationships between athletes and athletic programs throughout Connecticut schools; to present opportunities for exchange of ideas on mutual problems and practices; to create better unity and communications among all Connecticut Interscholastic Athletic Conference member schools; to foster high standards of professional proficiency and ethics; to act as a liaison for the dissemination of pertinent information on national and state issues and practices specific to the administration of high school athletic departments;
C. Generally to do and perform such other acts and to exercise such other powers as may be authorized or permitted under the laws of the State of Connecticut to promote and attain the purposes set forth herein.
D. To engage in any lawful act or activity for which a corporation may be organized under the Non-Stock Corporation Act of the State of Connecticut.
ARTICLE III.
Non-Profit Status
The corporation shall be non-profit and shall not have or issue shares of stock or pay dividends.
ARTICLE IV.
Membership
Section A. Classes of Members.
1. Voting Members
a. Institutional Member
Any public or non-public middle level or senior high school which is approved by the State Board of Education for certification and tuition purposes may be eligible for institutional membership. Upon approval of its application for membership and payment of dues and assessments established for the purpose, such school may be admitted as an institutional member.
Only those schools which are members of CAS may be considered for voting membership in CAAD.
Athletic directors, assistant athletic directors and faculty managers of member schools shall by virtue of their school’s membership in CAAD be eligible for appointment to membership on boards and committees of CAAD.
b. Affiliate Member
The sole affiliate member shall be CSC or its successor organization.
2. Non-Voting Member
a. Associate Individual Member
The following shall be eligible for non-voting Associate Individual Membership and may be appointed to committees as non-voting consultants:
1) Athletic directors, assistant athletic directors and faculty managers of non- member schools which would qualify for institutional membership under Section A of this Article.
2) Athletic administrators concerned primarily with Connecticut elementary, middle level or high school education.
3) Members of departments of education in Connecticut colleges and universities.
4) Members of the Connecticut State Department of Education having direct involvement in elementary, middle level or high school education.
5) Honorary members as elected by CAAD.
6) Retired athletic directors. Any retired athletic director of a member school shall be eligible for membership.
b. Life Member. - Any athletic director of a member school or any associate individual member may be granted Life Membership upon retirement by vote of the membership or by two-thirds vote of the Board of Control.
Section B. Membership Eligibility and Voting Rights
1. EligibIlity and Voting Rights of Institutional Members
a. Admission to Membership
Schools shall be admitted to membership by a majority vote of either the Board of Control or the institutional members.
b. Termination of Membership
A member school may resign from CAAD by submission to the President of written notice of intent. Such resignation shall become effective upon the date of receipt.
c. Institutional Members
Each institutional member shall have the right to vote for the election of the Board of Directors and the Board of Control in accordance with the Bylaws, and shall have all of the other rights, privileges and obligations usually or by law accorded to the members of the non-stock non-profit corporation and not conferred thereby or by the Certificate of Incorporation or Bylaws upon the Board of Directors of the corporation.
d. Affiliate Member
The Affiliate Member shall have the right to vote on amendments to the Articles of Incorporation and Bylaws, and all fundamental changes of the corporation.
ARTICLE V.
Benefit of Net Earnings
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to the corporation’s directors, elected officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this Certificate of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c )(3) of the Code or (b) by a corporation, contributions to which are deductible under Section 170(c )(2) of the Code.
ARTICLE VI
Indemnification and Reimbursement
The Board of Directors is authorized, pursuant to the Non-Stock Corporation Act of the State of Connecticut, as amended, regardless of the adverse interest of any or all members of the Board, to indemnify and reimburse any person made a party to any action, suit or proceeding, whether civil, administrative or criminal, other than an action by or in the right of the Corporation, by reason of the fact that he/she (or a person whose legal representative or successor he/she is) is or was a member of the board, officer, employee or agent of the Corporation, for expenses, including attorneys’ fees and such amount of any judgment, money decree, fine, penalty or settlement of any such action, suit or proceeding, or any appeal therein, provided that such person, and the person whose legal representative he/she is, acted in good faith and in a manner he/she reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, that he/she had no reasonable cause to believe his/her conduct was unlawful. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which he/she, or such person whose legal representative or successor he/she is, may be otherwise entitled to at law.
ARTICLE VII.
Immunity from Civil Liability
Any person who serves as a director or officer of the Corporation and who is not compensated for such services on a salary or prorated equivalent basis, shall be immune from civil liability for damage or injury occurring on or after October 1, 1987, resulting from any act, error or omission made in the exercise of such person’s policy or decision-making responsibilities if such person was acting in good faith and within the scope of such person’s official functions and duties, unless such damage or injury was caused by the reckless, willful or wanton misconduct of such person.
ARTICLE VIII.
Dissolution or Termination
Upon any dissolution or termination of the existence of the Corporation, all of its property and assets shall, after payment of the lawful debts of the corporation and the expenses of its dissolution or termination, be delivered, conveyed and paid over (subject to any restrictions imposed by any applicable will, deed, grant, conveyance, agreement, memorandum, writing or other governing document) to The Connecticut Schools Corporation, so long as it is at that time an organization that qualifies as an exempt organization under Section 501(c )(3) of the Code, or, if at the time of the dissolution or termination of existence of the corporation, The Connecticut Schools Corporation is not in existence or does not qualify as an exempt organization under Section 501(c )(3) of the Code, to one or more charitable, scientific or educational organizations located in the State of Connecticut and qualified as exempt organizations under Section 501(c )(3) of the Code, in such proportional and for such exclusively charitable, scientific or education purposes as the Board may determine.
ARTICLE IX.
Internal Revenue Code References
References to section of the Code shall be deemed reference to the Internal Revenue Code of 1986, as the same may be amended from time to time, and to the corresponding provisions of any future United States Internal Revenue Law.
ARTICLE X
Board of Directors
The Board of Directors of the Corporation shall consist of three (3) persons, who shall be the President, the Past President and the Vice President. The President and the Past President shall also be directors of the Connecticut Schools Corporation. The directors shall be elected by the institutional members at the Annual Meeting.
ARTICLE XI.
Board of Control
Section 1. Composition of Board of Control - There shall exist a Board of Control, which shall be composed of all of the officers of the Corporation, the district representatives, the league representatives and the consultants.
Section 2. State Divided into Districts - For purposes of district representation, the State of Connecticut shall be divided into four districts, as designated on Appendix A of the Bylaws.
Section 3. Number of Representatives - There shall be one (1) District Representatives from each of the four (4) districts of the state. No district representative shall serve for more than four (4) years. To insure continuity in district representation, one representative from each district shall rotate off the Board of Control each year.
Adopted 5/23/12
AMENDED AND RESTATED
BYLAWS OF
THE CONNECTICUT ASSOCIATION OF ATHLETIC DIRECTORS, INC.
Effective 7/1/2012
ARTICLE I
Offices
Section A. Principal Offices - The principal offices of the Connecticut Association of Athletic Directors shall be located at 30 Realty Drive, Cheshire, Connecticut 06410.
ARTICLE II
Membership
Section A. Classes of Membership
1. Voting Members
a. Institutional Member
1) Any public or non-public middle level school or high school which is approved by the State Board of Education for certification and tuition purposes may be eligible for membership. Upon approval of its application for membership and payment of dues and assessments established for the purpose, such school may be admitted to general membership in CAAD.
2) Only those schools which are members of the Connecticut Association of Schools (CAS) may be considered for voting membership in the Connecticut Association of Athletic Directors.
3) Athletic directors, assistant athletic directors and faculty managers of member schools shall by virtue of their school membership in CAAD be eligible for appointment to membership on boards and committees of CAAD.
b. Affiliate Member
The sole affiliate member shall be the Connecticut Schools Corporation or its successor organization.
2. Non-Voting Members
a. Associate Individual Member
The following shall be eligible for non-voting, associated individual membership and may be appointed to committees as non-voting consultants:
1) Athletic Directors, assistant athletic directors and faculty managers of non- member schools which would qualify for institutional membership under Section A of this Article.
2) Athletic administrators concerned primarily with Connecticut elementary, middle level or high school education.
3) Members of departments of education in Connecticut colleges and universities.
4) Members of the Connecticut State Department of Education having direct involvement in elementary, middle level or secondary education.
5) Honorary members as elected by CAAD.
b. Life Member - Any athletic director of a member school, or any associate individual member may be granted Life Membership in CAAD upon retirement by vote of the legislative body of CAAD or by a two-thirds vote of the Board of Control. To be eligible the individual must have served as an athletic director in Connecticut and as CAAD member for a minimum of five years. The individual must be completely retired as a Connecticut educator. Part-time athletic directors are not eligible to receive Life Membership until they retire from teaching. Retiring teachers, principals, superintendents and other educational administrators who once held the position of athletic director are also eligible if they meet the above requirements. Any athletic director who held his/her position prior to CAAD’s organization in 1978 is exempt from the CAAD membership requirement.
Section B. Membership Eligibility and Voting Rights
1. Eligibility and Voting Rights of Institutional Members
a. Admission to Membership
Schools shall be admitted to membership by a majority vote of either the Board of Control or the Legislative Body.
b. Termination of Membership
A member school may resign from the Connecticut Association of Athletic Directors by submission to the president of written notice of intent.
Section C. Specific Rights, Powers and Privileges - In addition to such other rights, powers and privileges as they may have bylaw, the institutional members shall have the following rights, powers and privileges:
a. To approve the corporation’s annual operating and capital budgets and any financial programs proposed to be conducted by the corporation.
b. To approve significant programs and expenditures proposed to be undertaken by the Corporation and, except where such action is in accordance with significant capital or operating assets and the incurring of any indebtedness or borrowed money.
c. To remove any member of the Board of Directors or of the Board of Control at any time, regardless of the term for which such director or board member may have been elected.
d. To vote upon all matters on which members are entitled to vote under the Non-stock Corporation Act of the State of Connecticut.
e. To act on any other matters on which action by members is required or permitted by these Bylaws.
ARTICLE III
Directors
Section A. Number and Terms - The Board of Directors shall be composed of 3 three persons who shall be the president, the past president and the vice president. Directors shall serve for terms stipulated in these bylaws.
Section B. Compensation . Directors and members of the Board of Control shall serve without compensation for their services, but may be reimbursed by the Corporation for reasonable expenses and disbursements on behalf of the Corporation.
Section C. Election of Directors - The institutional members shall elect directors as stipulated in the Articles of Incorporation.
ARTICLE IV
Board of Control
Section A. Composition - The Board of Control shall be composed of all of the officers of the corporation, all of the league representatives, at-large district representatives, and consultants. It shall have such powers as are usual to governing boards of corporations, all powers granted by the Articles of Incorporation and Bylaws, and may between meetings of the membership act for the membership unless specifically prohibited by vote of the membership.
Section B. Meetings of the Board - There shall be five (5) meetings of the Board of Control during each year, to be held in the principal offices of the corporation.
Section C. Quorum - Fifty percent (50%) of the Board members shall constitute a quorum for the transaction of business.
Section D. Acts of the Board - The act of a majority of the Board members present at a meeting at which a quorum is present at the time of the act shall be the act of the Board, unless the act of a greater number is required by law or by these bylaws.
Section E. Powers of the Board - The business, affairs and property of the corporation shall be managed by the Board, which may exercise all powers and do all things which may be exercised or done by the corporation, subject to provisions of law, of the Articles of incorporation, of these bylaws, or vote of the membership to the contrary.
Section F. Prohibition of Multiple Offices - No Board member shall hold more than one elected office in CAAD during a fiscal year.
Section G. Change of Position - In the event that a Board member undergoes a positional change in his/her school system, such person shall have the option to continue as a Board member for the balance of the school year or to resign from the position.
Section H. Resignation of a Board Member - The written resignation of a Board member shall be effective immediately upon its receipt by the Secretary of the Corporation.
Section I. Vacancies - Any member of the Board of Control who shall have died, resigned or been removed from office shall be replaced by presidential appointment. Any Board member so selected shall serve out the remainder of the term of such vacancy, and may thereafter be selected to full terms as provided.
Section J. Vote Required for Action - The act of the majority of the Board members present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Control unless the act of a greater number is required by these bylaws.
Section K. Action Without Meeting - If all the Board members severally or collectively consent in writing to any action taken or to be taken by the Corporation, the action shall be as valid as though it had been authorized at a meeting of the Board of Control and such written consent or consents shall be filed in the corporate minute book.
Section L. Annual Meeting - The Annual Meeting of the membership shall be held in the month of May of each year in a place and at such date and time as the President shall designate. At such meeting, the membership shall elect the designated officers of the Corporation and shall transact such other business relating to the affairs of the Corporation as may properly come before the meeting.
Section M. Regular and Special Meetings - Regular meetings of the Board of Control shall be held at such times as the Board of Control shall from time to time determine. Special meetings of the Board of Control may be called at any time by the President, and shall be called by the president upon written request of any three Board members. Meetings will be held in places to be determined upon not less than five (5) days notice given by mail, telephone or other electronic communication device. Fifty percent (50%) of the Board members shall constitute a quorum at all meetings of the Board
Section N. League Representatives - Each league (conference that competes in the fall, winter and spring seasons) shall select from among its athletic directors a representative for the Board of Control. It is recommended that this league representative serve for a term of three (3) years (for consistency), but no more than six (6) years. If a league representative is unable to attend a board of control meeting the league is responsible for sending an alternate. League representatives may not serve as officers, consultants, or at-large district representatives concurrently.
Section O. At-large District Representatives - Four (4) at-large district representatives will be chosen (one from each state district) by a nominating committee chaired by the immediate past president. The term of office of at-large district representative shall be four (4) years. The at-large district representatives may not serve as league representatives, officers, or consultants concurrently.
ARTICLE V
Committees
Section A. Appointment of Committees - The President or the Board of Control may from time to time appoint such committees with such powers and authority as the President of Board of Control may approve.
Section B. Vote Required for Action - The act of a majority of the members of any committee present at a meeting at which quorum is present at the time of the act shall be the act of the committee. All acts of all committees shall be in timely fashion communicated to and be subject to review by the Board of Control.
Section C. Standing Committees - The following shall be standing committees of the Corporation
1. Nominating Committee - The Nominating Committee shall be appointed by the President, and shall consist of the immediate Past President, who shall act as a Chair, and at least three (3) but not more than five (5) other members, all of who must be Past Presidents of the Corporation. The Nominating Committee shall prepare a slate of officers and at-large district representatives, which shall be presented to the institutional membership at the Annual Meeting.
2. Other standing committees as may be from time to time appointed by the Board.
Section D. CIAC Sport Consultants - The Board of Control shall appoint members to serve as voting consultants to all CIAC sport committees.
Section E. CAAD Representative - The CAAD Board of Control shall appoint one member who shall serve as consultant to the CIAC Board of Control, and who shall attend all meetings of the CIAC Board of Control.
ARTICLE VI
Officers
Section A. Number and Title - The officers of the Corporation shall be a President, a President-elect, Second Vice President Secretary, Treasurer, the immediate Past President, and Executive Director
Section B. Election and Vacancies - The President, the President-elect, the second vice president, the Secretary and the Treasurer shall be elected at the Annual Meeting of the institutional members, and shall hold until the next Annual Meeting of the Board or until others shall have been chosen in their stead. In the case of any officer vacancy occurring on the Board of Control, the Board may fill such vacancy until the next Annual Meeting.
Section C. Terms of Office, Duties and Powers of Officers
1. President - The President shall hold office a maximum of two (2) consecutive one year terms. He/she shall preside at all meetings of the Board of Directors and the Board of Control and shall perform such duties as are usual to this office. The President shall be ex-officio, a member of all committees, and shall serve as a director on the Board of Directors of the Connecticut Schools Corporation. The President shall serve as a consultant on the CIAC Board of Control.
2. President-Elect - The President-elect shall hold office for a maximum of two (2) consecutive one year terms. He/she shall perform the duties of the President in the event of the President’s absence or disability and any other such duties as assigned by the president.
3. Second Vice President - The Second Vice President shall hold office for a maximum of two (2) consecutive one year terms. He/she shall perform the duties of the President-elect in the event of the President -elect’s absence or disability and any other such duties as assigned by the president.
4. Secretary -The Secretary shall be selected for a term of one year. There shall be no limit to the number of terms the secretary may serve. He/she will be a non-voting member of the Board of Control and shall keep minutes of the proceedings of all meetings of the Board of Control and all Annual Meetings of the membership and assist the Executive Director in the operation of CAAD .
5. Treasurer -The Treasurer shall be selected for a term of one year. There shall be no limit to the number of terms the Treasurer may serve. The Treasurer will be a non-voting member of the Board of Control and shall have supervision over the receipt and custody of the Corporation’s funds, and shall cause to be kept correct and complete books and records of accounting including full and accurate accounts of receipts and disbursements in books belonging to the Corporation which shall be subject to an annual audit by an outside firm of accountants in accordance with generally accepted accounting and audit procedures; and in general shall perform such duties as the Board of Control may from time to time assign to the Treasurer. The Treasurer will cooperate with the Executive Director in preparing a financial report for each meeting of the Board of Control and in establishing a yearly budget.
6. Past President - The immediate Past President of CAAD shall serve as a director on the Board of Directors of the Connecticut Schools Corporation, shall chair the annual nominating committee and any other such duties as assigned by the president.
7. Executive Director - The Executive Director shall be chosen from applicants who respond to a public posting of the position. A committee, selected by the President, shall review all applications, conduct interviews, and select a nominee to present to the Board of Control. Following the approval of the Board, the Executive Director will serve in that office, be evaluated and appointed on a yearly basis by an executive committee appointed by the President. The Executive Director will be a non-voting member of the Board of Control, and will receive a salary for his/her services determined by the Board. Responsibilities of the Executive Director will include, but not be limited to athletic director education, coaches’ education, the annual conference, financial development, and public relations. He/she will serve as national and regional representative of the organization, attend all CIAC Board of Control meetings, and seek to enhance the professional role of athletic directors within the state.
8. Compensation - The Executive Director, the Secretary and Treasurer shall be compensated with an amount set by the Board of Control. The other officers and all members of the Board of Control shall serve without compensation for their services, but may be reimbursed by the Corporation for their reasonable expenses and disbursements on behalf of the Corporation.
ARTICLE VII
Meetings
Section A. Meetings of the Membership - Members’ meetings shall be held at such place as shall be designated by the Board.
Section B. Regular Meetings - There shall be three (3) regular state meetings each school year for the entire membership. The time and place of each regular meeting shall be designated by the Board of Control provided however, that the site of the meeting shall be located in the central area of the State of Connecticut.
Section C. Annual Meeting - The Annual Meeting of the membership shall be held in May of each year, at a site to be determined by the President.
Section D. Notice of Meetings - A notice in writing of the time and place of each meeting of members and the purpose thereof shall be given to each member not less than seven (7) days nor more than fifty (50) days before such meeting. Such notice shall be given by, or at the direction of the President or Executive Director by causing such notice to be mailed to the member’s address as last shown on the records of the Corporation.
Section E. Quorum - Ten percent (10%) of the members entitled to vote present in person at any meeting of members shall constitute a quorum for such meeting.
Section F. Voting Rights and Requirements - Each member shall be entitled to one vote on each matter submitted to members for action. Unless the act of a greater number is required by these Bylaws or by law, the act of the majority of the members present at any meeting at which a quorum is present at the time of the act shall be the act of the members.
Section G. Dues - Annual dues shall be assessed and payable as determined by the Board of Control.
Section H. Conduct of Meetings - All meetings shall be conducted under Roberts’ Rules of Order, latest revision.
ARTICLE VIII
Consultants
Section A. All consultants to the Board of Control will be voting members of that body. Consultant positions shall include, but not be restricted to, Awards Chairperson, Sport Consultants Chairperson, Seasons Limitations representative, Officials Committee representative, CIAC Board of Control representative, Retired Athletic Directors Chairperson, Newsletter consultant and other voted upon at the annual meeting.
Section B. Consultants will be selected by a committee appointed by the President and chaired by the immediate past president. A consultant position may not be held by an individual presently serving on the Board of Control as an officer, league representative, or at-large district representative.
Section C. All past presidents may serve as non-voting consultants to the Board of Control.
ARTICLE IX
Amendments and Miscellaneous
Section A. Amendment by Member - These Bylaws may be altered, amended or repealed by a two-thirds majority vote of members present at the Annual Meeting, following review and recommendation by the Board of Control.
Section B. Fiscal Year - The fiscal year of the Corporation shall end on June 30 in each year.
