BylawsUpdated Tuesday January 3, 2017 by Brian Boisson.
Dated: August 12, 2016
LYNN YOUTH HOCKEY, INC.
NAME: The name of the corporation shall be the “LYNN YOUTH HOCKEY, INC.”
PURPOSE: The purpose of Lynn Youth Hockey, Inc. shall be as stated in Articles of Organization.
NON-PROFIT: The Corporation shall have no capital stock and shall not be conducted for pecuniary profit. It shall be properly registered as a non-profit with all appropriate governmental and regulatory agencies.
SUCCESSION: The Corporation shall have perpetual succession.
Section I. Membership: To consist of all parents or guardians of Lynn Youth Hockey participants and others with demonstrated interest by virtue of their volunteer efforts or financial support.
Section II. Annual Meeting: The date and hour of the annual meeting of the members shall be fixed by the Directors. The purpose for which the annual meeting is to be held, in addition to those prescribed by the Articles of Organization or by these By-Laws, may be specified by the Members, Directors, or the President in the notice of meeting.
Section III. Special Meeting: Special meetings of the Members may be called by the President, by a majority of the Directors, by any Officer, and upon written application of three or more members entitled to vote thereat.
Section IV. Informational Meeting: Informational meetings of the Members may be called by the President, or the by the Directors, or by any Officer of the Corporation and/or upon the written request of the Board by at least three members of the Corporation entitled to vote. Notwithstanding the above there shall be at least one general informational meeting per calendar year for all participants in the program whether or not they have the right to vote. The Annual Meeting may be considered the general informational meeting.
Section V. Place of Meetings: All meetings of the Members shall be held at the principal office of the Corporation unless a different place is specified in the notice of the meeting.
Section VI. Notice of Meeting: A written or electronic notice, stating the place, date, and hour of all meetings of Members shall be given at least three days before the meeting, to each member entitled to vote thereat. Notice of meetings may be given by notice in the Lynn Youth Hockey, Inc., newsletter or by special mailing of notice to those members entitled to vote thereat.
Section VII. Quorum: Unless the Articles of Organization otherwise provide, at any meeting of Members a quorum for the transaction of business shall consist of 15% of the Membership appearing in person, provided that less than such quorum have power to adjourn the meeting from time to time.
Section VIII. Failure of Membership of Make Quorum: If the membership fails to make a quorum, than the Board of Directors may hold a meeting to continue business. In the event that the Board of Directors cannot make a quorum then the Executive Committee shall meet to continue business.
Section IX. Voting: Each member in good standing (in compliance with all rules and regulations of Lynn Youth Hockey, Inc.) is entitled to vote at a meeting and shall have one vote. Members shall vote in person. Membership years shall commence annually on September 1 and conclude on August 31.
Section X. Nomination of Officers: Each member in good standing, as set out in Section IX, is entitled to nominate a person for election as an officer of the Corporation. Said nomination may be either in writing or may be orally made at any meeting of the Corporation.
Section I. The officers of the Corporation shall be: a President, a Vice President, a Secretary, a Treasurer, Equipment Director, Fundraising Director and a Registrar. The officers of the Corporation shall constitute the Executive Committee of the Corporation.
Section II. Tenure: The officers of the Corporation shall hold office for two years.
Section III. Election: The election of officers of the Corporation shall be by a majority vote of Members entitled to vote at the annual meeting of members.
Section IV. Powers: The Executive Committee of the Corporation shall have the entire charge, control and management of the Corporation and its property and may exercise all or any of its powers including, without limitation, selection and appointment of Head Coaches, Assistant Coaches and other advisors; setting and collection of fees; and expenditures of funds in furtherance of the purposes of the Corporation. Assets are to be carried in an account bearing the signatures of the President, Vice President, Secretary and the Treasurer. The signature of the Treasurer along with at least one other Officer must appear on all checks. The Executive Committee shall be responsible to report fully on the income, expense, assets and needs of the Corporation at least once annually to the membership. Purchase authority is delegated to the President and Treasurer with a majority vote of the Executive Committee. This includes the purchase of ice time as needed to facilitate continuation of the Lynn Youth Hockey, Inc. program.
Section V. Meetings: The Executive Committee shall meet as often as they deem necessary to carry out the business of the Corporation, but at no time shall they meet less than six times per year, excluding the months of June, July and August.
Section VI. Quorum: Unless the Articles of Organization otherwise provide, at any meeting of the Executive Directors a quorum for the transaction of business shall consist of five or more Executive Directors appearing in person, provided that less than such quorum shall have the power to adjourn the meeting from time to time.
Section VII. President: The President when present shall preside at all meetings of the Members and of the Directors and of the Executive Committee. He/she shall be the chief executive officer of the corporation except as the Executive Committee shall otherwise provide. It shall be his/her duty and he/she shall have the power to see that all orders and resolutions of the Directors are carried into effect. He/she shall from time to time report to the Directors all matters within his knowledge which the interests of the Corporation may require to be brought to its notice. The President shall perform such duties and have such powers additional to the foregoing as the Directors and Executive Committee shall designate. The President shall have the power to appoint committees and appoint committee chairs.
Section VIII. Vice President: In the absence or disability of the President, his/her powers and duties shall be performed by the Vice President.
Section IX. Treasurer: The Treasurer shall, subject to the direction of the Executive Committee, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of accounts. He/she shall have custody of all funds, securities, and valuable documents of the Corporation. He/she shall promptly render to the President and Executive Committee such statements of his transactions and accounts as the President and Executive Committee respectively may from time to time require. The Treasurer shall perform such duties and have such powers additional to the foregoing as the Executive Committee may designate.
Section X. Secretary: He/she shall keep a record of the meetings of the Executive Directors and Directors and in his/her absence, a designated person will be chosen by the President, and shall perform the duties of the Secretary.
Section XI. Fundraising Director: He/she shall organize all of the non-tuition revenue and work closely with the President and the Board at advancing the financial wellbeing of the organization.
Section XII. Registrar: He/she shall distribute all materials supplied by the State Registrar to Lynn Youth Hockey, Inc., check player registration for ineligible players, overall completeness and compliance with AHACM and USA Hockey format. He/she, in consultation with team coaches, shall submit tournament applications to the overall tournament coordinator no later than 14 days after their respective closing. He/she shall approve all player transfers with the Lynn Youth Hockey Program subject to the Executive Committee approval. He/she shall maintain all Lynn Youth Hockey, Inc., records. If it is determined thatthe regulations set forth in the Official USA HOCKEY playing rules have not been compiled with, and he/she shall report it to AHACM.
Section XIII. Equipment Director: He/she shall be responsible for all equipment, learning tools, videos, textbooks and uniforms acquired by Lynn Youth Hockey, Inc. He/she shall be responsible for the distribution of and collection of above stated materials.
BOARD OF DIRECTORS:
Section I. Number: The Board of Directors shall consist of not more than thirteen (13) members, seven (7) of which shall be the Executive Committee. All Board members not elected may be appointed by the President, subject to confirmation by the Board. The Board of Directors shall appoint one (1) Lynn Youth Hockey In House Director and one (1) Coaching Coordinator. Voting members of the Board of Directors shall contain no less than five individuals who have children actively skating in Lynn Youth Hockey, Inc. A majority of the Board of Directors and the Executive Committee is required to conduct business.
Section II. Powers: Directors appointed by the Executive Committee shall have complete voting powers dealing with the control and management of the Corporation and its property. The Membership shall have the right to amend the by-laws on approval of majority vote. The Board of Directors shall have the power to appoint Head Coaches, and to approve assistant coaches, in consultation with team coaches. The Directors have the power to remove a Head Coach or an Assistant Coach for cause and with a majority vote of the entire Board of Directors.
Section III. Tenure: Appointed Directors shall serve a one year term and may be reappointed.
Section IV. Resignation: Any Director may resign by delivering his written resignation to the Corporation at any meeting of the Executive Directors or Directors, or a mailing to the Lynn Youth Hockey mailing address.
Section V. Vacancies: Any vacancy at any time, existing in the Board of Directors may be filled by a majority of the Executive Committee at any meeting.
Section VI. Removal: A Director may be removed from the Board of Directors with just cause by a majority of the entire Board of Directors. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him/her. Three (3) unexcused absences of a Director from any Board of Directors meetings will be cause for that Directors removal from the Board of Directors.
Section VII. Meetings: Regular meetings of the Directors may be held at such times and places as shall from time to time be fixed by resolution of the Board and notice shall be given of regular meetings held at times and places so fixed.
Section VIII. Quorum: Unless the Articles of Organization otherwise provide, at any meeting of the Board of Directors a quorum for the transaction of business shall consist of seven (7) or more Directors appearing in person, provided that less than such quorum shall have the power to adjourn from time to time.
Section IX. Action at Meeting: At any meeting of the Board of Directors at which a quorum is present, the action of the Directors on any matter brought before the meeting shall be decided by vote of a majority of those present, unless a different vote is required by law, the Articles of Organization, or these By-Laws.
Section X. Action by Written or Electronic Consent: Rule of Necessity: Any action by the Directors may be taken without a meeting if a written or electronic consent thereto is signed by all the Directors and filed with the records of the Directors meetings. Such consent shall be treated as a vote of the Directors for all purposes.
Section XI. Disciplinary Actions: Any disciplinary actions taken or discussed by the Board of Directors, in regards to any Member, Head Coach, Assistant Coach or Director shall be done during a closed meeting of the Board of Directors.
Inspection of Records
Section I. Books, accounts, documents and records of the corporation shall be open to inspection by any Director at all times during regular meetings or by appointment. The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the incorporators and Members, and membership records which shall contain the names of all members of their record addresses at the principal office of the Corporation, or at an office of the resident agent if any, of the corporation. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for inspection by any member for any proper purpose but not to secure a list of members or other information for the purpose of selling a list of members or other information for the purpose of selling said list, or information or copies thereto or of using the same for a purpose other than in the interest of the applicant, as a member, relative to the affairs of the Corporation. All requests for access and viewing of records shall be in the form of written or electronic notice to the Board of Directors of Lynn Youth Hockey, Inc. A request to the Board of Directors consisting of one-quarter (25%) of the Membership is required for Inspection of Records.
Section I. The seal of the Corporation shall be circular in form bearing its name, the word “MASSACHUSETTS,” and the year of its incorporation. The Treasurer shall have custody of the seal and may affix it (as may any other officer if authorized by the Executive Directors) to any instrument requiring the corporate seal.
Section I. The fiscal year of the Corporation shall be the year ending with August 31, in each year.
INTERESTED MEMBERS, DIRECTORS AND OFFICERS
The Board of Directors shall not be compensated. Additionally, no expenditure of funds greater than $5,000 shall be made without authorization from the Board of Directors and will require the signature of two (2) Members of the Executive Committee.
Section I. The Corporation shall, to the extent legally permissible, indemnify any person serving or who has served as a Director, Officer, Employee or other agent of the Corporation.
The Corporation shall purchase Director Insurance for its Board of Directors.
Section I. By-Laws: These By-Laws may be amended at a special meeting of the membership of this Corporation by a majority vote of those present, due notice of meeting to all members entitled to vote shall be seven (7) days in advance, said notice to include proposed By-Law change or changes to be voted on.
Section II. Amendments to By-Laws: Each Member in good standing is entitled to propose amendments to the By-Laws of this Corporation. Said proposal may be made either in writing or may be orally made any meeting of the Corporation.
All meetings of the Corporation including meetings of the Board of Directors shall be governed by Robert’s Rules of Order, except to the extent said Rules conflict with these By-Laws.