"To heighten the interest and awareness of cue sports through the support and sanctioning of organized competition throughout the United States and North America."
"To encourage the collaboration of sports organizations in making cue sports the #1 participation sport."
Constitution and By-Laws
American CueSports Alliance
Article I: Name
The name of the Association shall be American CueSports Alliance (herein, the "ACS" or "Association").
The principal place of the business office shall be determined by the Board of Directors. The Association may have other such offices as may from time to time be designated by the Board of Directors.
Article II: Purpose/ Objectives
The mission of the American CueSports Alliance is to govern and promote the sport of billiards (pocket, carom, and snooker) in the United States and by following the rules established by the international organizations affiliated to the World Confederation of Billiard Sports (WCBS) (the cue sport affiliate to the International Olympic Committee), sanctioning amateur leagues, promoting and sanctioning amateur tournaments, and helping to increase the awareness of and participation in the sport to all people, while working with the entire billiards community to increase the overall growth of billiards. ACS will perform all of its functions on a non-profit basis with the highest ethical standards and fair treatment of all its members and the entire billiards community.
The objectives of this Association shall be:
In furtherance of these purposes and objectives, but not in limitation thereof, the Association shall have power:
Compliance - ACS:
Article III: Membership
There shall be five (5) classes of membership, each with its own privileges, duties, and dues structures.
Each Member shall appoint and certify to the Secretary of the Association a person to be its representative (delegate) at membership meetings for the purpose of acting upon business matters. [See Section 5.1]
Duration of Membership and Resignation - Membership in this Association may terminate by death, by voluntary termination by the member, or pursuant to Section 3.4 below. All rights, privileges, and interest of a member in or to the Association shall cease on the termination of membership. Any member may, by giving written notice of such intention, withdraw from membership. Such notice shall be presented to the Board of Directors, at the next succeeding meeting of the Board of Directors. Withdrawals shall be effective upon fulfillment of all obligations to the date of withdrawal.
Suspension and Expulsion – A member may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be a violation of the by-laws or any lawful rule or practice duly adopted by the Association, or any other conduct prejudicial to the interest of the Association. Suspension or expulsion shall be by two-thirds vote of the entire membership of the Board of Directors. However, no such vote shall be effective unless a statement of the charges shall have been mailed by registered post to the last recorded address of the member at least fifteen (15) days before such vote is taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges constituting the basis for suspension or expulsion shall be considered and such vote shall be taken. The member shall have the opportunity to appear in person or by his representative at such meeting and present any defense to such charges before action is taken thereon.
Article IV: Dues
The annual dues for each member class of the Association shall be determined by the Board of Directors.
All membership dues are for one (1) year renewable at the anniversary of the membership with the exception of Sanctioned League Members, whose membership dues cover membership from June 1 of one year through May 31 of the next year. Those members who fail to pay their dues more than sixty (60) days after the renewal date will be dropped from the membership rolls and forfeit all rights and privileges of membership without further notice or hearing.
Article V: Membership Meetings
Annual Meeting - There shall be an annual meeting of the membership of the Association in conjunction with the ACS National Championships of the Association, unless otherwise ordered by the Board of Directors. The purpose of the annual meeting shall be to elect or appoint, as applicable, members of the Board of Directors, to receive annual reports, and to transact other business. The annual membership meeting shall be open to all classes of Association members (and to members of the press), although only League Operators or their representative authorized in writing by the Operator, delegates representing ACS Certified Referees, Proprietor Members and delegates representing the Affiliated Association Membership may vote on matters before the Association (with the exception of the appointment of designated representatives to serve on the Board of Directors as set forth in Section 6.1). Notice of such meeting, signed by the Secretary (or such other officers designated by the Board of Directors), shall be mailed to the last recorded address of each member (League Operator, Certified Referee, Proprietor and Affiliated Association Member) at least thirty (30) days before the time appointed for the meeting.
Delegates with voting rights for Proprietor Members will be announced prior to each General Membership meeting with a delegate(s) having one vote for every ten Proprietor Members.
Other regular meetings of the Association membership other than the annual meeting of the membership may be held upon a majority vote of the Board of Directors. Notice of time and place of such meeting and subject to be considered is to be mailed to each member at his/her last recorded address at least thirty (30) days in advance of each meeting.
Special meetings of the Members of the Association shall be called by the President upon the written request of representatives of at least thirty (30) percent of the Members of the Association. Notice of such special meeting, or meetings, shall be mailed to each ACS-sanctioned League Operator, Certified National Referee, Proprietor Member and Affiliated Association Member at his/her last recorded address at least thirty (30) day in advance, with a statement of time and place and information as to the subject, or subjects, to be considered at such meeting.
Attendance by representatives of membership at any regular or special meeting of the membership of the Association shall conduct business by majority rule.
The order of business at meeting shall be as follows:
The order of business may be altered or suspended at any meeting by a majority vote of the representatives of membership present. The usual parliamentary rules as laid down in “Robert’s Rules of Order” shall govern all deliberations, when not in conflict with these by-laws.
Article VI: Board of Directors
The Board of Directors shall have supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the by-laws, shall actively pursue its objectives and shall have discretion in the disbursement of its funds. It shall adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents, as it may consider necessary.
The Board of Directors shall meet a minimum of two (2) times a year. The meetings should be scheduled throughout the country and shall coincide with regular meetings of the members. Special meetings may be held upon the request of any Director subject to the approval of a majority of the Board.
The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the membership. Unless the Board of Directors determines otherwise, the only agenda item at the annual meeting shall be the election of officers and the ratification of appointments to the Executive Committee. Written notice of meetings is provided to the Board at least fifteen (15) days in advance.
In order to transact business, the Board must have a quorum consisting of 50% of all Directors in office. Unless a greater number is required by law or in these bylaws, the affirmative vote of a majority of the Directors present in person at a meeting at which a quorum is present shall constitute an act of the Board of Directors. Members of the Board of Directors or any committee thereof may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Vacancies on the Board of Directors may be filled by the Board of Directors at the discretion of the remaining Directors. The Board of Directors must fill a vacancy with a designated representative of a member of the member class that elected or appointed the vacating Director. A Director appointed to fill a vacancy shall serve until the next general election, at which time a successor Director shall be elected or appointed by the member class that elected or appointed the vacating Director to fill the unexpired term of the vacating Director.
If a Director has two unexcused absences from board meetings in the time between the annual meetings, he/she may be removed from the Board. The Executive Committee shall have the sole discretion to excuse absences.
Directors representing the sport may be removed from the Board or Directors at the discretion of the Board of Directors in the following circumstances:
Article VII: Officers
The Board of Directors shall annually elect a President a Vice President, a Treasurer and Secretary from among the Board of Directors. The election shall be held at the annual meeting of the Board of Directors by ballot of all directors in attendance.
Elected officers shall take office on the date of the election and shall serve for a term of one year or until their successor is duly elected and qualified.
Except as set forth below, vacancies in any office may be filled for the balance of the term thereof by the President.
President - The President shall preside at meetings of the membership of the Association and of the Board of Directors and of the Executive Committee and shall be a member ex-officio, with the right to vote, of all committees except the committee on nominations. The Board of Directors shall elect from among the directors a President who will serve at the pleasure of the Board of Directors and may be terminated at will by the Board of Directors.
The President shall also, at the annual meeting of the membership of the Association and at such other times as the President shall deem proper, communicate to the Association or the Board of Directors such matters and make such suggestions as may in the President’s opinion tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessary incident to the office of President or as may be prescribed by the Board of Directors.
Vice President - The Vice President shall perform the President’s duties in the event of the President’s temporary disability or absence from meetings. The Board of Directors shall elect from among the directors a Vice President who will serve at the pleasure of the Board of Directors and may be terminated at will by the Board of Directors.
In the event the President’s office becomes vacant, the Vice President shall become the acting President to fill the unexpired term of the President.
In the event the Vice President’s office becomes vacant, the President may at his/her discretion appoint a Vice President to fill the unexpired term of the Vice President unless the Vice President was vacated as a result of termination at will by the Board of Directors at which time the position will be reappointed by the remaining Board of Directors.
Executive Director - The administrative and management of the Association shall be vested in a salaried staff head, appointed by the Board of Directors, with the title of Executive Director. The Executive Director shall be the chief executive officer and shall manage and direct all functions and activities of the Association and perform such other duties as may be defined by the Board. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Association.
It shall be the duty of the Executive Director to give notice of and attend all meetings of the Association and to keep a record of their proceedings; to conduct all correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed; to keep a list of the members of the Association; to oversee the collection of annual dues and subscriptions; to keep records of the staff, employees, and agents of the Association, their salaries and terms of employment, and to take charge of and supervise the performance by them of their respective duties; to prepare the annual report of the transactions and condition of the Association; and generally to devote the best effort to advancing the interests of the Association. The Executive Director may attend any committee meeting if so requested.
Treasurer - The Board of Directors shall elect from among the directors a Treasurer who will serve at the pleasure of the Board of Directors and may be terminated at will by the Board of Directors. The Treasurer’s duties call for keeping account of all monies received and expended for the use of the Association, and making disbursements authorized by the Board. The Treasurer shall deposit all sums received in the bank or banks, or trust company, approved by the Board of Directors, and shall make a report at the annual meeting or when called upon by the President. The duties of the Treasurer, under authority of the Board of Directors, may be assigned in whole or in part to an assistant treasurer or another designee.
The funds, books, and vouchers shall, with the exception of confidential reports submitted by members, at all times be subject to verification and inspection by the Board of Directors. At the expiration of the Treasurer’s term of office, the Treasurer shall deliver over to the Treasurer-elect all books, money and other property, or, in the absence of a Treasurer-elect, to the Executive Director.
Secretary - The Board of Directors shall elect from among the directors a Secretary who will serve at the pleasure of the Board of Directors, and may be terminated at will by the Board of Directors. In addition to the legal duties as prescribed by law to the corporate Secretary, the Board of Directors may assign other duties.
Bonding - At the Board of Directors’ sole discretion and at the expense of the Association, the Executive Director, Secretary, and Treasurer of the Association shall be bonded in an amount and manner appropriate to their position.
The Association shall indemnify and hold harmless all persons who are now or shall hereafter serve as a director, officer or employee of the Association from and against any and all claims and liabilities, whether the same are settled or proceed to judgment, to which such person shall have become subject by reason of their having heretofore or hereafter been a director, officer or employee of the Association, or by reason of any action alleged to have heretofore been taken or omitted by such director, officer or employee, and shall reimburse each such person for all legal and other expenses (including the cost of settlement) reasonably incurred by such person in connection with any such claim, liability, suit, action or proceedings; provided, however, that no such person shall be indemnified against, or be reimbursed for any claims, liabilities, cost, or expenses incurred in connection with any claims or liability, or the threat or prospect thereof, based upon or arising out of such person’s own negligence or willful misperformance of the duties of director, officer or employee. The determination of all questions as to the existence of negligence or willful misconduct, as to the right to indemnification and reimbursement hereunder and the reasonableness of such costs and expenses may be made and shall be final and conclusive if made, by the Board of Directors acting at a meeting at which a quorum consisting of disinterested directors is present by a majority vote of all such directors. The right accruing to any person under the provisions of this section shall not exclude any other right to which such person may be lawfully entitled, nor shall anything herein contained restrict the right of the Association to indemnify or reimburse such person in any case even though not specifically provided for herein.
The Board of Directors shall engage an independent certified public accounting (CPA) Firm to render an opinion on the accounting of the Association each fiscal year and shall forward the accountants’ report to the Board within 45 days of the close of the fiscal year.
Article VIII: Committees
The President, subject to the approval of the Board of Directors, shall annually appoint such standing, special or sub-committee as may be required by the by-laws or as the President may find necessary.
Executive Committee – The Executive Committee shall consist of the President, the Vice President, the Treasurer and the Secretary ratified by the Board of Directors at each annual meeting of the Board of Directors. The Executive Director shall serve as an ex-officio member of the Executive Committee, without voting privileges. The Executive Committee may exercise the powers of the Board of Directors when the Board of Directors is not in session, reporting to the Board of Directors thereon at the succeeding meeting of the Board. Three members of the Executive Committee shall constitute a quorum for the transaction of business and participation by telephone shall be permitted as set forth in Section 6.4. The President of the Executive Committee shall be the elected President of the Association. Meetings shall be called upon the request of at least three voting members or the President of the Executive Committee.
The Board of Directors may add, delete, or combine any Standing Committees. Ad Hoc Committees, such as specific committees pertinent to the actions of specific Affiliated Association Members may be appointed by the President from time to time.
Standing Committees – The Standing Committees of the Association include the following committees:
Finance - The Finance Committee is responsible for proposing and monitoring the annual budget of ACS and providing oversight regarding other financial matters as determined by the Board.
Player Status Review
Long Range Planning
Athletes Advisory Council – The Athletes Advisory Council is elected by members of ACS who are Athletes as defined in these Bylaws. The Council establishes policies and procedures, subject to approval by the Board, for election or appointment of Athletes to serve as:
The Council itself selects Athletes to serve as:
The Council serves as a source of opinion and advice to the Board with regard to both current and contemplated policies of ACS. The ACS Representative and Alternate to the USOC Athletes Advisory Council are ex officio voting members of the ACS Athletes Advisory Council.
Nominating & Governance Committee – At least ninety (90) days prior to the annual meeting of the Association, the President shall appoint a nominating committee of not less than three persons from the membership (i.e., any member class) to nominate candidates for the filling of Director positions whose terms will expire at the annual meeting according to the criteria as defined within these by-laws. Committee members are appointed by the Board; the Chairman is elected by the Committee. Directors who are eligible for re-election or re-appointment to the Board do not serve on the Nominating Committee.
The Committee shall notify the Secretary in writing at least forty-five (45) days before the date of the annual meeting of the names of the proposed candidates. The Secretary shall mail a copy of the ballot of candidates in each category to the last recorded address of each respective member at least thirty (30) days before the annual meeting.
Independent Nominations – Each Membership category may submit nomination(s) for each Director position in such member's own class as defined within the by-laws to be filled at the next annual meeting by submitting such nominations to the Secretary or Executive Director in writing not less than forty-five (45) days before the date of the annual meeting. The Secretary shall include any persons receiving two or more such nominations in the mailing described in the preceding section.
Article IX: Athlete Representation
Athlete Representation – The following must consist of at least 20% Athletes as defined in these Bylaws:
"Designated Committees" are defined as the Nominating Committee, the Finance Committee and all committees or task forces empowered to resolve Athlete’s grievances or select participants – including athletes, coaches, trainers, administrators and officials – in international billiard competition. Separate qualifications apply for Athletes that comprise 20% of the Board and of Designated Committees than those that apply for Athletes that comprise 20% of other ACS committees and task forces.
Athlete Qualifications – The term “Athlete” is defined in this section for purposes of these Bylaws. To be considered an Athlete, at the time of election or appointment to an ACS Board, committee or task force, an individual must be at least 18 years of age and have these other qualifications:
(Collectively "Actively Engaged Athletes")
Athlete Representation on Board of Directors and Designated Committees – All Athletes serving on the Board, serving on a Designated Committee, or as the ACS Representative or Alternate to the USOC Athletes Advisory Council must be Team USA Athletes.
Athlete Representation Among Delegates and on Other Committees and Task Forces – All Athletes elected as Delegates for voting at the ACS Annual General Meeting, and those elected or appointed to ACS committees or task forces other than the Board and Designated Committees, must be Team USA Athletes or Actively Engaged Athletes. Athletes are elected as Delegates or Alternate Delegates for four-year terms corresponding to the four-year quadrennium period of the USOC.
Election or Appointment of Athlete Representatives – Both Team USA Athletes and Actively Engaged Athletes directly elect those athletes who are eligible to vote as Delegates at the ACS Annual General Meeting, to serve on the Board of Directors, on Designated Committees, on the Athletic Advisory Council, or as the ACS Representative and Alternate to the USOC Athletes Advisory Council. The ACS Athletes Advisory Council appoints Team USA or Actively Engaged Athletes to other committees or task force.
Article X: Due Process
Applicability of Due Process – ACS provides due process when any:
Elements of Due Process – In matters involving members, including billiard players, or amateur athletes, coaches, trainers, managers, administrators, or officials, representing the United States in national or international competition or participating in that competition, and in matters involving league or tournament competition or suspension of membership other than for non-payment of dues, due process may include notice, hearing, expedited hearing, decision, and appeal, all as provided in written policies approved by the Board of Directors.
Article XI: Mail Vote
Mail Vote - Whenever, in the judgment of the Board of Directors, any question shall arise which they consider should be put to a vote of the Membership, though they deem it impractical to call a special meeting for such purpose, the Directors may, unless otherwise required by these by-laws, submit such a matter to the Membership in writing by mail for vote and decision, and the question thus presented shall be determined according to a majority of the votes received by mail within the stipulated time set by the Board of Directors after submission to the Membership, provided that in each case votes shall have been received from at least thirty (30) percent of each category of membership.
Article XII: Fiscal Year
The fiscal year of ACS is January 1 through December 31.
Article XIII: Seal
The Association shall have a seal of such design as the Board of Directors may adopt.
Article XIV: Amendment
These by-laws may be amended, repealed or altered, in whole or in part, either (1) by a majority vote of the Sanctioned League Operators, Certified Referees, Proprietor Members and one authorized officer from each Affiliated Association Member at any duly organized meeting of the members of the Association provided that a copy of the amendments proposed for consideration shall be mailed to the last recorded address of each Sanctioned League Operator, Certified Referee, Proprietor Members and each Affiliated Association Member at least thirty (30) days prior to the date of the meeting, or (2) by mail vote or electronic media transmission vote of the Sanctioned League Operators, Certified Referees, Proprietor Members and each Affiliated Association Member pursuant to the provisions of Article IX.
Article XV: Miscellaneous Provisions
Indemnification - Directors, officers and other authorized volunteers, employees or agents of ACS at the national organization level are indemnified against claims for personal and individual liability arising in connection with their positions or service on behalf of ACS to the full extent permitted by law. ACS maintains liability insurance, as determined by the Board of Directors, for those individuals and for ACS subject to the terms of that insurance.
Dissolution Clause - Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purpose or shall at the time qualify as an exempt organization or organizations under section 501(c) (3) of the Internal Revenue Code of 1986 (or the correspondence provision of any future United States Internal Revenue Law) as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said court shall determine, which are organized and organized and operated exclusively for such purposes.
The Board of Directors shall adopt a conflict of interest policy governing transactions between the ACS and its directors and other persons holding positions specified in such policy. Each person covered by such policy shall disclose any potential conflicts of interest according to the procedures set forth in the policy.
Without consent of the Board of Directors, no ACS membership list or any part thereof containing the name of any private individual may be obtained or used by any person for any purpose unrelated to the person's interest as an officer, director or member of the Corporation. Without limiting the generality of the previous sentence, without the consent of the Board of Directors no membership list or any part thereof containing the name of any private individual may be: (i) used to solicit money or property; (ii) used for any commercial purpose; or (iii) sold to or purchased by any person or conveyed to any person in any form.
Initial statutes were adopted and approved on March 28, 2004 by the officers of the association. This current version of the statutes and changes to the initial statutes were approved by the delegates at the Annual General Meeting of the association on June 15, 2007 June 5, 2009.and June 11, 2010.