ByLaws
|
BYLAWS OF
MASCONOMET YOUTH HOCKEY ASSOCIATION, INC. As approved at a Regular meeting of the Members held at Boxford, Massachusetts on October 14, 2008.
Article I - Name and Purpose
1.1 Name. The name of the Corporation shall be MASCONOMET Youth Hockey Association, Inc.
1.2 Purposes.
The Corporation is a not for profit, tax exempt Massachusetts
corporation established pursuant to the provisions of Mass G.L. chapter
180 and Section 501(c) (3) of the Internal Revenue Code, respectively,
whose purpose and objective is to foster, advance, develop and assist in
the social, emotional, and physical growth of the youth of Boxford,
Middleton, and Topsfield through instruction in the sport of ice hockey
and skating.
Article II - Offices
2.1 Offices.
The Corporation may have such offices as the Board of Directors may
from time to time determine. The principle office of the Corporation
shall be in the Essex County.
Article III - Members
3.1 Members.
The “Members” of the Corporation shall be the parents or adult
guardians of each child selected to participate as a member of any team
entered into any league competition by the Corporation, each family
being deemed to be one member and having the potential right of one
vote. Coaches or qualified program volunteers that do not have a child
in the program may be considered a member as determined by the Board of
Directors as long as the members with voting powers is made up of not
less that 20% of members who have children actively participating in the
program.
3.2 Voting.
It is the responsibility of the Board to provide the right for parents,
adult guardians, coaches and other volunteers to vote and become
eligible for nomination and election to the Board of Directors. In
order to vote for Directors, a member (as defined in Article 3.1) must
attend the Annual Meeting. No proxy votes shall be allowed when voting
on any matters of the Corporation.
Article IV - Meetings of the Members
4.1 Place of Meetings. All meetings of the members shall be held in a location in one of the towns of Boxford, Middleton, or Topsfield.
4.2 Annual Meeting. The Annual Meeting of the members shall be held no earlier than April 1st and no later than April 30th at
a time and place to be designated by the President. Members shall be
notified of a meeting by mail or by other available means (website,
cable television, personal notice, or newspaper). Notice to the members
shall precede the meeting by no less than two (2) weeks. The order of
business at the Annual Meeting will include, but not be limited to, roll
call and proof of notice, a review of the minutes from the previous
meeting, the Treasurer’s report (a written financial report for the most
recent year ending shall be presented to the members at the Annual
Meeting), reports on the year’s business and committee reports,
unfinished business and the election and seating of new Directors. Such
meetings will be conducted in accordance with generally accepted
Parliamentary Procedures.
4.3 Special Meetings.
Special meetings of the members may be called by the President or by
the Board of Directors or upon written application of one or more
members who are entitled to vote at the meeting, notice of special
meetings shall be provided to members by the Secretary, or in the case
of the death, absence, incapacity or refusal of the Secretary, by any
other officer. Written notice of special meetings shall be provided to
the members at least three (3) days previously thereto. Such meetings
will be conducted in accordance with generally accepted Parliamentary
Procedures.
Article V - Board of Directors
5.1 General Powers.
The affairs of the Corporation shall be managed by the Board of
Directors. The Board shall have all the powers necessary or desirable
to manage the business and affairs of the Corporation and the Board will
conduct its business and affairs in accordance with generally accepted
Parliamentary Procedures. The powers and duties of the Board shall
include, but not be limited to, the power to promulgate rules and
regulations, adopt policies and procedures, and establish fees, dues and
assessments necessary for the management of the affairs of the
Corporation. Accordingly, the Board will make copies of the Bylaws,
Rules and Regulations, including methods of becoming an Officer or
Director, the method of selecting coaches, the definition of membership
and voting rights and a list of current Officers and Directors available
to all parents, coaches, players and other members of the
association. The Board will also be responsible for the program’s
compliance with the rules and regulations of Massachusetts Hockey and
U.S.A Hockey. The Board shall have the final decision regarding player
placements and coaching assignments. In the event of a vacancy in the
Board, the remaining Directors, except as otherwise provided by law, may
exercise the powers of the full Board of Directors until the vacancy is
filled.
5.2 Number, Election and Qualifications.
The number of Directors that shall constitute the whole Board of the
Directors shall be determined by the vote of the eligible members at a
meeting of the members. Each eligible member will have the right to one
vote. The Board of Directors shall consist of not less than nine and
not more than sixteen members. The initial structure of the Board of Directors shall be sixteen directors; four directors to be elected from each of the three towns and four directors
to be elected on an at large basis. This shall be the structure until
such time as the structure is changed at a meeting of the members. The
Board of Directors shall be elected at the Annual Meeting of the
members. Only eligible members may be elected as Directors.
5.3 Election Process.
Directors shall be elected for a one-year term. A member must submit
nominations to the Board in written form to the President or the
Secretary two days in advance of the meeting. The nominated members
will be listed on a ballot and eligible members will then be allowed to
vote for the sixteen possible positions. The election procedure will be
a two-stage process. First all eligible voting members will be asked
to vote for four directors from each of the three towns. The top four
vote getters from each of the three towns are thereby elected to the
Board of Directors. Next, a second election, with all the eligible
voting members voting, will be held for the remaining four at large Board of Director positions. The top four vote
getters from the second election are thereby elected to the Board of
Directors. In the event of a tie, a run off election will be performed.
5.4 Tenure.
Each Director shall hold office until the next annual meeting of the
members and until his/her successor is elected and qualified, or until
his/her death, resignation or removal.
5.5 Vacancies.
Any vacancy on the Board, however occurring, may be filled by vote of a
majority of the remaining Directors. Each such successor shall hold
office for the unexpired term and until his successor is chosen and
qualified.
5.6 Resignation.
Any Director may resign by delivering a written resignation to the
President or Secretary. Such resignation shall be effective upon
receipt unless said letter specifies otherwise.
5.7 Removal. A
Director may be removed from office for cause by either a vote of a
majority of the members entitled to vote in the election of Directors or
a majority of Directors then in office. For the
purposes of this provision, cause may be deemed to be the material
non-compliance with the rules and regulations
of the Corporation, Massachusetts Hockey or U.S.A. Hockey. Material
non-compliance may include, but not be limited to, failure to perform
the duties of an elected or appointed office by a Director, failure to
attend the number of meetings required to maintain eligibility as a Director, failure to comply with
or act in a manner consistent with the Corporation’s Bylaws or any
other conduct or misfeasance deemed inappropriate in the discharge of
that member’s duties as a Director. A Director may be
removed for cause only after reasonable notice and opportunity to be
heard before the body proposing to remove him/her. A Director that
misses three consecutive Board of Directors meetings is thereby
automatically removed from the Board unless a valid reason for the
absences has been previously provided to the President.
5.8 Compensation. Directors as such shall not be entitled to or receive any compensation for their services as a Director.
5.9 Committees.
Committees not having or exercising the authority of the Board of
Directors in the management of the Corporation may be designated by
resolution adopted by a majority of the Directors present at a meeting
at which a quorum is present. Persons may be designated as committee
members who are not members of the Corporation.
5.10 Regular Meetings.
Regular meetings of the Directors may be held at such places and at
such times as the Directors may from time to time determine; provided,
however, there shall be no fewer than four (4) meetings open to all
members in a fiscal year. One of these four (4) meetings may also be
the Annual Meeting. Such meetings will be conducted in accordance with
generally accepted Parliamentary Procedures.
5.11 Notice of Meetings.
Notice shall be made to each Director by leaving such notice with
him/her at his/her residence or by mailing of postage prepaid and
addressed to such Director at his/her address as it appears in the
records of the Corporation. Members of the Corporation shall be
notified of a meeting by mail or by other available means (website, cable
television, personal notice, or newspaper). Such notice of a regular
Board meeting shall be provided at least five (5) days previously
thereto other than special meetings. However, in the event that any
Director considers any particular issue or event to be an emergency
matter, an emergency meeting can be called at any time as long as
reasonable attempts are made to notify each Director of said emergency
meeting.
5.12 Quorum. One third of all Directors shall constitute a quorum. A Quorum is required for all Board of Directors meetings.
5.13 Meetings. When a quorum is present at any meeting, a majority shall decide any matter to be voted on by the Directors.
Article VI - Officers
6.1 Officers. The officers of the Corporation shall be a President, Vice President of Administration, a Treasurer and a Secretary.
6.2 Elections, Qualification and Tenure.
The officers of the Corporation shall be Directors and shall be elected
annually by the Board of Directors at their first meeting following the
annual meeting of the members. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his/her successor shall have been duly
elected and qualified, or until he sooner dies, resigns or is removed.
6.3 Resignations and Removal.
Any officer may resign by delivering his/her written resignation to the
President or Secretary. Such resignation shall be effective upon
receipt unless the letter specifies otherwise. Any officer may be
removed at any time, with or without cause, by vote of a majority of the
entire number of directors then in office. An officer may be removed
for cause only after reasonable notice and opportunity to be heard by
the Board of Directors prior to action thereon.
6.4 President.
The President shall be the chief executive officer of the Corporation
and shall have general charge and supervision of the affairs of the
Corporation. The President shall preside at all meetings of the members
and the President shall serve Ex Officio as Program Director and shall
preside at all meetings of the Directors. It shall be his/her function,
among others, to recommend to the Directors appointment of all coaches,
to coordinate the player placement process as determined by the
Directors, and to notify coaches as to player placement, and shall be
responsible to coordinate and arrange all hockey league and related
matters. The President will be empowered to rule on questions and
issues not provided for in the Bylaws until the next meeting of the
Board of Directors. In the event that a member
disagrees with a decision of the President, the member may appeal the
decision to the Board of Directors. It is recommended that an
individual serve a maximum of four consecutive terms.
6.5 Vice President of Administration. The
Vice President of Administration shall, in the absence of the
President, have all of the powers and perform all of the duties of the
President. At the direction of the President or the Board, The VP of
Administration will assume any other administrative responsibilities
that are desirable or appropriate to delegate to this position.
6.6 Treasurer.
The Treasurer shall be the Chief Financial Officer of the Corporation.
The Treasurer shall be in charge of its financial affairs, funds,
securities, and valuable papers and shall keep full and accurate records
thereof. He/she shall have such other duties and powers as designated
by the Directors or the President. He/she shall be in charge of its
accounting policies, procedures and internal controls. The Treasurer
shall prepare and submit to the Board members a financial update report
for presentation at each Board of Directors meeting. The report shall
itemize all revenues and disbursements. It is recommended that an
individual serve a maximum of four consecutive terms.
6.7 Secretary. The
Secretary shall record and maintain records of all proceedings of the
members and directors in a book or books kept for that purpose, which
book or books shall be kept within the Commonwealth of Massachusetts at
the principal office of the Corporation or at the office of the
Secretary or of its resident agent and shall be open at all reasonable
times to the inspection of any member. Such book or books shall also
contain minutes of all meetings of incorporators and the original, or
attested copies, of the articles of organization and bylaws and names of
all members and directors and the address of each. The Secretary will
verify the eligibility of voting members present at any meeting and
whether a quorum is present. If the Secretary is absent from any
meeting of the members or directors, a temporary Secretary chosen at the
meeting shall exercise the duties of the Secretary at that meeting.
Article VII - Contracts, Checks, Deposits and Funds
7.1 Contracts.
The Board of Directors may authorize any officer or officers, agent or
agents of the Corporation, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation
and such authority may be general or confined to specific instances.
7.2 Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation,
shall be signed by such officers, agent or agents of the Corporation and
in such manner as shall from time to time be determined by resolution
of the Board of Directors. Disbursements in excess of $10,000 shall
require two authorized signatures.
7.3 Deposits.
All funds of the Corporation shall be deposited to the credit of the
Corporation in such banks, trust companies or other depositories as the
Board of Directors may select.
7.4 Gifts.
The Board of Directors may accept on behalf of the Corporation any
grant, contribution, gift, bequest or devise for the general purposes or
any special purpose of the Corporation.
Article VIII - Books and Records
8.1 Books and Records.
The Corporation shall keep corrects and complete books and records of
account and shall also keep minutes of the proceedings of its members
and Board of Directors, and shall keep at the registered or principal
office a record giving the names and addresses of the members. All
books and records of the Corporation may be inspected by any member, or
his agent or attorney for any purpose at any reasonable time.
Article IX - Dues
9.1 Dues.
There shall be no mandatory payment of dues by the members of the
Corporation. Dues are not to be confused with annual hockey program
fees.
Article X - Fiscal Year
10.1 Fiscal Year. The fiscal year of the Corporation shall end on June 30th of each year.
Article XI - Waiver of Notice
11.1 Waiver of Notice.
Whenever any notice whatever is required to be given under the
provisions of Massachusetts General Laws, Chapter 180 or under the
provisions of the Articles of Incorporation or the Bylaws of the
Corporation, 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 to the giving of such notice.
Article XII - Amendments to Bylaws
12.1 Amendment.
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by a three-fourths vote of the eligible voting members in
attendance who are entitled to vote at any Regular, Special or Annual
meeting of the members if notice of the substance of the proposed
amendment is stated in the notice of such meeting. At least thirty days
written notice must be given of any intention to alter, amend or repeal
or to adopt new bylaws at such meeting.
|