ATHENS DART ASSOCIATION, INC.
BY-LAWS


ARTICLE I

OFFICES

The name of the Corporation shall be The Athens Dart Association, Inc., hereinafter called the Corporation, and its principal office shall be located in the State of Georgia at such place as the Board of Directors may from time to time determine. There shall be kept in the principal office of the Corporation books or records of membership and correct books of account of the activities and transactions of the Corporation, including a minute book, which shall contain a copy of the certificate of incorporation, a copy of these By-laws and all amendments thereto, and all minutes of meetings of the members and of the Board of Directors.


ARTICLE II

PURPOSE AND GENERAL POLICY

The Corporation shall be non-commercial, non-sectarian and non-partisan. The Corporation shall not be used in connection with commercial concern or with any partisan interests or for any purpose not related to promotion of the object of the Corporation as set forth in the Articles of Incorporation.


ARTICLE III

MEMBERSHIP

Section 3.a. Membership Fees. Any person or entity may become a member of the Corporation upon payment of such membership fee as may be determined by the Board of Directors from time to time. Membership fees shall be established by the Board of Directors and/or Officers at the first meeting of each newly elected Board of Directors and/or Officers.

Section 3.b. Classes of Membership. Only one class of members is recognized, regular members in good standing. Members in good standing are those who have paid their membership fees. All members in good standing shall be given one vote, in person or by proxy.

Section3.c. Removal of members. Members can be removed only for non-payment of fees or for cause as decided by the Board of Directors and/or Grievance Committee.


ARTICLE IV

MEETINGS OF MEMBERS

Section 4.a. Place of Meetings. All meetings of the members shall be held at the principal office or at such other place, either within or outside of Georgia, as the Board of Directors may from time to time determine.

Section 4.b. Annual and Special Meetings. An Annual Meeting of the members shall be held in May of each calendar year for the election of the Board of Directors and Officers at such time as the Board of Directors shall determine. Newly elected Board of Directors and Officers will take office in August of the same calendar year. Special meetings of the members, for any purpose or purposes other than those regulated by the statute or by the Articles of Incorporation, may be called at any time by the President, the Board of Directors, or 10% of the members entitled to vote, upon written request delivered to the Secretary of the Corporation.

Section 4.c. Notice of Meetings. Written notice of any meeting of members, stating the place, the date, and the hour of the meeting, shall be served upon or mailed, postage prepaid, to each captain at such address as appears on the books of the Corporation, not less than ten nor more than fifty days before such meeting, unless a greater period of notice is required by statute in a particular case.

Section 4.d. Quorum. Except as may be otherwise provided by statute or by the Articles of Incorporation or by these By-laws, a quorum for the transaction of business at any meeting shall consist of those members entitled to vote who are present in person

Section 4.e. Required Vote. Except as may be otherwise provided by statute or by the Articles of Incorporation or by these By-laws, the vote of a majority of the members entitled to vote are present in person shall decide any question brought before any meeting.

Section 4.f. Nominations of Candidates. The Board of Directors may provide a procedure for the nomination from the floor of candidates for Board of Directors. In such event, only those candidates nominated in accordance with that procedure and those duly nominated by the Board of Directors shall be eligible for election.


ARTICLE V

BOARD OF DIRECTORS

Section 5.a. Number; elections. The Board of Directors shall consist only from members in good standing. The number of which shall be set from time to time by the Board of Directors. Except as hereinafter provided in the case of vacancies, members of the Board of Directors shall be elected by the members of the Corporation entitled to vote at each Annual Meeting (in May) of the members and shall serve until the next Annual Meeting of the members and until their successors are duly elected.

Section 5.b. Vacancies. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of members constituting the Board of Directors, shall be filled by the election of a person by a majority vote of the remaining members of the Board of Directors, even though less than a quorum. Each person so elected shall be a member of the Board of Directors until his successor is elected by the members entitled to vote at the next Annual Meeting of the members or at any special meeting of the members duly called for that purpose and held prior thereto.

Section 5.c. Duties. The duties of the Board of Directors shall be those ordinarily performed by a Board of Directors of a corporation. The Board of Directors shall manage business and affairs of the Corporation, and may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws directed or required to be exercised and done by the members of the Corporation.


ARTICLE VI

BOARD OF DIRECTORS

Section 6.a. Place of Meeting. The meetings of the Board of Directors may be held at such place within Georgia or elsewhere as a majority of the members of the Board of Directors may designate from time to time or as may be designated in the notice calling the meeting.

Section 6.b. Organization Meeting. The first meeting of each newly elected Board of Directors (the organization meeting) may be held at the same place immediately after the meeting at which the members of the Board of Directors were elected and no notice need be given to the newly elected members of the Board of Directors in order legally to constitute the meeting; or it may convene at such time and place as may be fixed by the consent or consents in writing of all the members of the Board of Directors.

Section 6.c. Regular Meetings; Notice. Regular meetings of the Board of Directors shall be held in September, November, February and April, at such times and places as shall be determined from time to time by resolution of the Board of Directors. Notice of each regular meeting of the Board of Directors shall specify the date, place, and hour of the meeting and shall be given each member of the Board of Directors at least seven days before the meeting either personally or by mail or telegram.

Section 6.d. Special Meeting ; Notice. Special meetings of the Board of Directors may be called by the President on 24 hours notice to each member of the Board of Directors, either personally or by mail or telegram. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice upon the written request of two members of the Board of Directors. Notice of each special meeting of the Board of Directors shall specify the date, place, and hour of the meeting and the general nature of the business to be transacted.

Section 6.e. Quorum; Adjournment. At all meeting of the Board of Directors a majority of the members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and the acts of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, except as maybe otherwise specifically provided by statute or by the Articles of Incorporation or by these By-laws. If a quorum shall not be present, a majority of the members of the Board of Directors present or represented by proxy and entitled to vote may adjourn the meeting or of the business to be transacted other than by announcement at the meeting at which such adjournment is taken.

Section 6.f. Physical Presence Not Required. One or More members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone call or similar communications method by means of which all persons participating in the meeting can hear each other, and all members of the Board of Directors so participating shall be deemed to be present in person at the meeting.

Section 6.g. Unanimous Consent. Any action which may be taken at a meeting of the Board of 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 of the members of the Board of Directors and shall be filed with the Secretary of the Corporation and with the minutes of the proceedings of the Board of Directors.


ARTICLE VII

OFFICERS

Section 7.a. Number of Officers. The Board of Directors shall elect a President, a Secretary, and a Treasurer and may elect a Chairman of the Board of Directors, one or more Vice Presidents or assistant officers. Any two or more offices may be held by one person, except the offices of President and Secretary.

Section 7.b. President. The President shall be the chief executive officer of the Corporation and shall be responsible for the administration of the Corporation. The President shall attend meetings of the members and of the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 7.c. Secretary. The Secretary shall keep minutes of all meetings of the Board of Directors and shall have charge of the minute book and seal of the Corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him/her by the President of the Board of Directors.

Section 7.d. Treasurer. The treasurer shall receive the monies of the Corporation and deposit the same in such banks, trust companies or other depositories as may be selected pursuant to the provisions of paragraph 9.b. of these By-laws. Subject to all the provisions of paragraph 9.c. of these By-laws, he shall have custody of all securities, valuable papers, and documents of the Corporation. He shall keep or cause to be kept a book or books setting forth a true record of all receipts and disbursements, and shall, when as required by the President of the Board of Directors, render a statement of the financial condition of the Corporation, and in general, shall perform all duties incident to the office of Treasurer, and have such other power and duties as may from time to time be delegated by the Board of Directors. If required by the Board of Directors, he shall give the Corporation a bond in such sum, and with such surety or sureties as may be satisfactory to the Board of Directors, for the faithful discharge of the duties of the office and for the restoration to removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 7.e. Vice President. The Vice President, if any, shall perform such duties and exercise such powers as the President or the Board of Directors shall request or delegate. In the absence of the President or in the event of his death or inability to act, the Vice President (the Vice Presidents shall act in the order of their election, if more than one) shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all the restrictions upon the President.

Section 7.f. Removal. Any officer, assistant officer, or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interest of the Corporation will be served thereby.


ARTICLE VIII

SEAL

The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of the Corporation followed by the word "SEAL", enclosed in parentheses or scroll, shall be deemed the seal of the Corporation. The seal shall be in custody of the Secretary and affixed on such papers as may be directed by law, by these By-laws, or by the Board of Directors.


ARTICLE IX

CONTRACTS, CHECKS, NOTES AND BANK ACCOUNTS

Section 9.a. Execution of Documents. All contracts of the Corporation and all checks and drafts and other orders for the payment of money out of the funds of the Corporation and all promissory notes and other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation by such officer or officers, agent or agents, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 9.b. Bank Accounts. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in a general or special account in such banks, trust companies or other depositories as the Board of Directors may from time to time select or as may be selected from time to time by any officer, officers, agent or agents, of the Corporation to whom such power has been delegated by the Board of Directors and for the purpose of such deposit. Not only the Treasurer, but also such officer, officers, agent, or agents, to whom such power may be delegated by the Board of Directors, may endorse, assign, and deliver any check, draft, or other order for the payment of monies which are payable to the order of the Corporation.

Section 9.c. Securities and Valuable Papers. All securities, valuable papers, and documents of the Corporation shall, if the Board of Directors so determines, be deposited with or placed in the custody of such depository or depositories as the Board of Directors may from time to time select, or as may be selected from time to time by any officer, officers, agent, or agents of the Corporation to whom such power has been delegated by the Board of Directors.


ARTICLE X

NOTICES

Section 10.a. Whenever, under the provisions of the statutes or the Articles of Incorporation or of these By-laws, notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof through the mail or by telegram, charges prepaid, to his address appearing on the books of the Corporation or supply by him to the Corporation for the purpose of notice. If the notice is sent by mail or by telegram, it shall be deemed to have been given the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting of the members, the general nature of the business to be transacted.

Section 10.b. Whenever any written notice is required to be given by statute or by the Articles of Incorporation or by these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent of the giving of such notice. Except in the case of special meeting, and meetings of the Board of Directors pursuant to paragraph 6.d. of these By-laws, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of any person entitled to vote at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.


ARTICLE XI

INDEMNIFICATION

Subject to any limitations imposed by statutes, the Corporation shall indemnify its current and former members of the Board of Directors, officers, and agents against expenses reasonably incurred by them in connection with the defense of any action to which they are made parties by reason of being or having been members of the Board of Directors or officers, except in relation to matters as to which they shall be adjudged liable in such action for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which they may be entitled under any agreement, vote of members, or otherwise.


ARTICLE XII

STANDING AND SPECIAL COMMITTEES

Section 12.a. Creation of Committees. The Board of Directors shall create such standing committees, as it may deem necessary to promote the purpose and carry out the work of the Corporation. The Chairperson of each committee shall be chosen by the Board of Directors for a term of one year or until the election and qualification of a successor.

Section 12.b. Work of Committees. Each Chairperson shall present a written report of work plan to the Board of Directors for approval. No committee work shall be undertaken without the approval of the Board of Directors.

Section 12.c. Dissolution of Committee. The Board of Directors are empowered to dissolve committees and their membership.


ARTICLE XIII

AMENDMENT

These By-laws or any of them may be altered, amended, or repealed by a vote of the majority of those present (a) at any special meeting of the members called for the purpose at which a quorum is present, and (b) at any meeting of the Board of Directors at which a quorum is present provided notice of such proposed action shall have been given with notice of the meeting. No amendment shall be made which shall jeopardize the tax-exempt status of the Corporation as an organization described in Section 501 [c] [3] of the Internal Revenue Code of 1954 as now enacted or as may be hereinafter amended.