Collegiate Rowing Coaches Association
A 501 (c)(3) Not-for-Profit Corporation
ARTICLE I: Name and Location of Organization
The name of this organization shall be the Collegiate Rowing Coaches Association Inc., hereinafter referred to as the “CRCA”. The organization is incorporated in the State of Delaware. The CRCA is a 501(c)3 nonprofit organization. The CRCA maintains its headquarters with the Treasurer, currently at 12917 Jupiter Hills Cir South, Jacksonville, FL 32225 and the CRCA’s Registered Agent is Business Filings Incorporated, located in Wilmington, DE.
Section 1- Mission
The Mission Statement of the organization shall be: The Collegiate Rowing Coaches Association works to promote a positive collegiate rowing experience by fostering a diverse and inclusive community of coaches that value their professional development and promote equity & leadership within the sport. The CRCA serves as the voice and advocate for its members, to grow and promote excellence in collegiate women’s rowing.
Section 2- Core Values
The Core Values for the organization shall be:
- Cultivate a Diverse and Inclusive Community
- Represent and Promote the growth of collegiate women’s rowing programs
- Advocate on behalf of the needs and best interests of our members at every level
- Educate and Empower our coaches through networking, mentorship/leadership development programming and continuing educational opportunities
- Provide Recognition for our coaches and student-athletes for their academic and athletic achievements
- Communicate and Collaborate with USRowing, the IRCA, ICAC, ACRA, and USOPC to strengthen the Collegiate Rowing Coaches Association
- Institutional Membership – All collegiate women’s rowing coaches and staff of NCAA member institutions that sponsor women’s rowing as a varsity, intercollegiate sport are eligible to become active members of CRCA. Institutional members may include head coaches, assistant coaches, volunteer coaches, graduate assistants, director of operations, and rigger/boatman without regard to full or part-time status. Institutional members in good standing shall have the right to cast 1 vote per institution on CRCA and NCAA matters. Head coaches and assistant coaches shall have the right to hold office in CRCA.
- Associate Memberships – Any individual interested in women’s varsity collegiate rowing who desires to be affiliated with the CRCA is eligible for associate membership. Associate members are not eligible to vote nor hold office.
- Honorary Memberships – Honorary membership may be conferred on any individual who has made a valuable contribution to the CRCA. Selection shall be made by CRCA’s Board of Directors. Honorary members shall not be required to pay dues. Honorary members are not eligible to vote nor hold office.
- Advisory Board Members– The Board may, at their discretion, appoint an advisory board member who has unique abilities to offer skills, advice, and/or financial support to the association. Advisory Board members are not eligible to vote or hold office.
Membership to the CRCA is designated to anyone interested in women’s collegiate rowing. There are no credentials required and there is no waiting period, other than customary administrative processing, for CRCA membership. Applications for membership may be completed by contacting the organization or membership applications may be completed online via the organization’s website. Individuals who complete membership applications acknowledge and agree to comply with all CRCA rules, regulations, and policies related to membership with the organization. Full payment of any dues and/or fees is required prior to the award of good standing status to any applicant.
- Yearly dues for institutional Members shall be determined by action of the Board of Directors and shall be payable to the Treasurer for deposit into CRCA’s accounts. The annual institutional membership drive begins September 1st and runs until October 15th of each year. Institutions may become members after October 15th but must pay the full current year’s dues plus a late fee, determined by the board of directors at the beginning of the fiscal year (July 1).
- Associate members may join at any time during the fiscal year, but regardless of when they join, they must pay the full membership fee.
- Annual dues shall not be refunded under any circumstances, including CRCA’s termination of a Member or Institution’s status.
- Disputes arising over membership issues shall be resolved by the CRCA’s membership committee and/or Board of Directors.
- The CRCA shall welcome all eligible candidates for Membership regardless of race, color, national or ethnic origin, sexual orientation, age, or physical condition
- All Members are expected to maintain a high standard of professionalism in the coaching, teaching, and development of collegiate rowing; participate in the affairs of CRCA; and remain current with payment of membership dues.
- All members shall receive a copy of the By-Laws and publications of the CRCA.
- All members may contribute questions, articles, or other materials of interest for consideration for publication on the CRCA website.
- All members may attend annual membership and special meetings of the association called for by the Executive Committee.
- At the Board’s discretion, votes may be cast on an institutional or individual basis. Business or organizational matters affecting CRCA or NCAA will be voted on on an institutional basis. Board Elections will be voted on on an individual basis.
Section 5 – Suspension, Removal or Expulsion
Pursuant to the policy established by the Board of Directors and subject to the requirements of applicable law, any Member may be suspended, removed, or expelled from CRCA membership for cause by a majority vote of the Board of Directors. During any suspension period, a member shall not be entitled to exercise any of the rights and privileges of membership, including, without limitation, the right to vote. All rights and privileges of membership, including the right to vote, shall cease upon the expulsion or termination of a member.
Section 6- Reinstatement
Any former member who resigned or was terminated, upon written request and filed with the President, or Vice President, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstatement of such former member to the CRCA membership on such terms as the Board of Directors may deem appropriate.
Section 1 – Annual Membership Meetings
- A minimum of two annual meetings of the CRCA Membership shall be held each fiscal year in person at a site and time to be determined or virtually. A simple majority of all active members registered at the meeting shall constitute a quorum for the transaction of all business. A simple majority of the quorum shall be sufficient to transact all business.
Section 2 -Other Meetings
- Special and other meetings of the Membership may be called by the Board of Directors upon special request byat least 25% of the Active Members.
ARTICLE V – Board of Directors
- The business and affairs of the CRCA shall be directed by the Board of Directors.
- The Board of Directors shall have the powers to establish policies of the organization including fiscal policy and select and evaluate the performance of any hired independent contractors or employees (ex. Administrative Assistant, Executive Director etc.)
- The authorized number of Board Members shall not be greater than fourteen (14) or less than ten (10) until changed by amendment to these By-Laws duly adopted by the Board of Directors. The exact authorized number shall be set, within such upper limit, by resolution of the Board of Directors.
- The Board of Directors shall consist of representatives from all three NCAA Divisions. There will be two representatives from each of the five NCAA Division I Championship Rowing Regions. There shall also be two representatives from NCAA Division II institutions and two representatives from NCAA Division III institutions (4). The regional representatives may be from any NCAA Division I institution; however, representatives serving on the Board may not be from the same institution.
- Representatives from a particular NCAA region will be elected by all active members at NCAA Division I institutions from that particular region. Only active members from NCAA Division II institutions shall vote for the Division II representatives. Only active members from NCAA Division III institutions shall vote for the Division III representatives.
The nominating committee (designated by the CRCA Board) will be responsible for identifying suitable candidates from each region and division and present those candidates to the Board of Directors for approval. Self Nominations are also accepted. Election for the Board of Directors and regional representatives will be conducted by email ballot, or through the CRCA website in accordance with CRCA voting rules.
Each Board Member shall serve a three-year term and may serve for two consecutive terms. The terms will be staggered so that no more than half of the Board Members’ terms will expire in any one year. Members of the Board of Directors must remain active members of CRCA in good standing throughout their term.
Section 4- Duties
1. Members of the Board of Directors shall be required to attend a majority of Board meetings.
2. The Board of Directors will serve in conjunction with the President as the leadership for the CRCA, with responsibility for communication, strategy, and management oversight. These areas are defined as follows:
a.) Communication: The Members of the Board are the primary point of contact as Regional Representatives in Division I and primary points of contact for DII and DIII. Board Members will be responsible for gathering feedback from the regional institutions/Divisions they represent and bringing that back to the board.
b.) Strategy Oversight: The Board will address current and future issues, challenges, opportunities and
outcomes, focusing on relevant topics in collegiate rowing and its relationship to intercollegiate athletics. This will include the opportunity to examine issues and develop strategies for which the Board may delegate to other CRCA committees.
c.) Management Oversight: The Board will determine how to best serve the Membership by evaluating current policies and procedures and presenting ways to improve the CRCA. Board Members shall be assigned direct oversight of one or more standing committees as determined by the Executive Committee.
3. The Board of Directors can remove a President from office with a two-thirds majority vote of the board. The President would then be succeeded by the Vice President.
The Board of Directors may fill vacancies due to resignation, or removal of a member that occurs between regularly scheduled elections. Each person so selected will fill the remainder of the vacated term. The nominating committee will recommend candidates to the Board of Directors for the selection to fill vacant positions. A majority vote by the Board of Directors is required to fill a vacant position.
- Regular Meetings. The Board of Directors shall meet at least monthly, at which times the Directors and a quorum of the Board shall be present, physically with each other or virtually. Regular meetings of the Board of Directors may be held at such times and places as shall be determined from time to time, either by resolution of the Board at a duly convened meeting or by a two-thirds majority of the Directors giving written or verbal consent. The time and place of the next regular meeting shall be decided at every Board meeting before adjournment, but the President shall specify the time and place of special meetings.
- Special Meetings. Special meetings of the board may be called by the President on twenty-four hours written notice to each Board Member. The written notice may be delivered in person, by phone, text or email. Special meetings may be called by the President in like manner and on like notice upon the written request of 25% of the Membership. Notice of each special meeting of the board shall specify the date, place, and time of the meeting. The notice should state the general nature of the business to be conducted at such special meetings. Special meetings of the Board may be conducted through video conferences coordinated by the President If a quorum of the Directors can participate in the conference.
- Voting. Each Board Member shall be entitled to one vote.
- Quorum. At all meetings of the CRCA Board, at least nine members shall be necessary to constitute a quorum for the transaction of business.
- Actions Without A Meeting. Any action which may be taken at a meeting of the Directors may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all the Directors. Such consents shall be filed with the Secretary.
The President, Vice President, and Treasurer will serve as the Executive Committee. The Administrative Assistant and/or Executive Director shall serve in an ex-officio, non-voting capacity on the Executive Committee as well.
The Executive Committee, to the extent provided in these Bylaws, shall have, and exercise the authority of the Board in the management of the business and affairs of the organization between Board meetings. The Executive Committee may send out correspondence and carry out responsibilities for the organization as a whole.
The Officers shall be elected by a simple majority of a quorum of the Board of Directors from amongst themselves each year. An officer may resign at any time by giving written notice to the Board. Any vacancy shall be filled by a vote of the Board, such person serving until the next election. Any Officer may be removed by a majority of the Board whenever, in the Board’s judgment, the best interests of the organization will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed.
- President. The President shall preside at all meetings of the CRCA, shall appoint all committees not otherwise provided for, shall carry out directives of the membership, and shall act as general chairperson for any special meeting or convention. The President should also have a firm understanding of the organization’s bylaws and laws which apply to the organization.
- Vice President. The Vice President shall act as President in case of absence or physical disability of the President; shall act as the chief operations officer; and shall perform such other duties as the Board or President shall prescribe. The Vice President should also have a firm understanding of the organization’s bylaws and laws which apply to the organization.
- Treasurer- The Treasurer shall attend all meetings of the Board and meetings of the Membership and is responsible for managing the everyday activities of an organization’s finances. This includes managing cash flow, paying and recording bills, maintaining a record of debt, selecting a bank, and reconciling statements. The Treasurer shall maintain custody of the organization’s funds and keep adequate and correct accounts of CRCA’s assets and business transactions. In addition, the treasurer shall generate accurate financial reports, work with the Board to create an annual budget and advise the Board on Financial strategy and fundraising. The Treasurer should also have a firm understanding of the organization’s bylaws and laws which apply to the organization.
- Secretary- (“Assigned to the Administrative Assistant” – See below) The secretary shall attend all meetings of the Board and meetings of the Membership and shall keep a record of the Board’s actions. The Secretary shall manage all of the organization’s internal communications and prepare and keep track of board and membership meeting dates, agendas and minutes from all meetings. The Secretary shall keep the original or a copy of the By-Laws as amended; shall give such notices as may be required by law or these By-Laws; shall receive all applications for membership; shall compile the official membership roster for use by the Board of Directors; shall issue the credentials for the annual meeting; and shall perform such other duties as the Board or President shall prescribe. The Secretary should also have a firm understanding of the organization’s bylaws and laws which apply to the organization.
Section 1- Administrative Assistant
- Duties- The Admin. Assistant shall perform the duties of the Secretary listed above (Article VI, Section C, N4). A full list of duties will be specified in an employment contract and may include other duties prescribed by the Board, and/or the President.
- Appointment/Term- The Admin. Assistant shall be selected by the Board of Directors. The term of employment for the Executive Assistant will be specified in the employment contract. She/he may be removed from the position upon the recommendation of the Executive Committee and the vote of a majority of the Board Members. The Admin. Assistant may resign at any time by giving written notice to the President. The resignation need not be accepted to be effective unless required by its terms.
- Compensation / Annual Review- The Executive Assistant will be paid a yearly stipend as recommended by the Executive Committee and approved by a majority of the Board of Directors. In June of every year, the Executive Committee will conduct a performance review to establish the expectations and commitment to the position for the next fiscal year.
Section 2- Executive Director
- Appointment/Term- The Executive Director shall be chosen by a search committee appointed by the Executive Committee and chaired by the President. This selection must receive the majority approval of the Board of Directors. The term of employment for the Executive Director will be specified in the employment contract. She/he may be removed from the position upon the recommendation of the Executive Committee and the vote of a majority of the Board of Directors. The Executive Director may resign at any time by giving written notice to the President. The resignation need not be accepted to be effective unless required by its terms.
- Duties: The Executive Director oversees the administration, events, budgeting, and strategic planning of the organization. A full list of duties will be specified in the employment contract.
- Compensation / Annual Review- The Executive Director will be paid a yearly salary as approved by a majority of the Board of Directors and will be specified in the employment contract. Details of an annual evaluation for the executive Director will be specified in the employment contract.
Section 1- Standing Committees
There shall be the following standing committees of the organization, the members of which, except as otherwise stated, may include any active member of the organization in good standing. A Board member shall serve as the chair of each standing committee and will serve as the liaison between the CRCA Board and the standing committee. The committee chairman should preserve all documents given to him or her and return them to the secretary in the same condition in which they were received. In standing committees, the committee should keep a record of its activities and place them in their specified file, to be determined by the secretary. This file becomes a continuous record of the activities of the committee and is given to the new committee chairman each year.
A Board member representing a specific standing committee may choose to serve as the committee liaison and appoint a committee chair(s). In this instance, the chair and liaison would work together to appoint members to the committee.
Current Standing Committees
- Awards Committee
- Coaches Poll
- Continuing Education Committee
- Diversity, Equity and Inclusion Committee
- Hall of Fame Committee
- Legislative Committee
- Lightweight Committee
- Membership / Nominating Committee
- Rowing Sustainability Committee
- Social Media / Publications Committee
- Sponsorship Committee
- Strategic Planning Committee
Section 2- Ad Hoc Committees. The president shall have the power to appoint temporary committees as needed, such as task forces, special commissions, etc. This committee is created to perform a specific task and is dissolved when the task is completed, and the final report is given. The membership should not create a special committee to do something that is within the designated function of a standing committee.
Section 3- Joint Committees. The president shall have the power to appoint Joint Committees. A Joint Committee is one that deals with a specific project or problem in cooperative relationships with one or more outside associations or organizations (ex. The ICAC, IRCA, USRowing, ACRA, USOPC).
The fiscal year of the CRCA shall start on July 1 and end on June 30.
These bylaws may be amended or repealed by a two-thirds (2/3) vote of the Board of Directors. Notice of such proposed change(s) shall be sent in writing to the Board prior to the scheduled vote, which vote may be taken at any regular meeting of the Board, or at any special meeting of the Board called for the purpose of considering the bylaw amendment(s). Notice of such bylaws change(s) shall also be posted on the CRCA website. The Board of Directors may propose amendment(s) on its own initiative or upon a request of CRCA Members.
ARTICLE XI – Effective Date
These By-Laws shall take effect immediately upon their adoption. Notwithstanding the forgoing, any Member elected to the Board shall have the right to complete his or her term regardless of changes made herein.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Amended February 4, 2022