FALMOUTH YOUTH HOCKEY LEAGUE, INC.
BY-LAWS
NOTE… The “Official” FINAL version as voted 5/22/2007
ARTICLE I
NAME AND LOCATION
Section 1.
The Corporation shall be known as the Falmouth Youth Hockey League, Inc. The headquarters of the Corporation shall be located in Falmouth, Massachusetts.
ARTICLE II
OBJECTIVES AND PURPOSES
Section 1.
(a)To promote the sports of hockey, figure skating, public skating, and related athletic activities.
(b) To encourage friendly relations with other communities which are interested in similar sports.
(c) To cooperate for the common good; and in times of emergency, to serve the Community and the State and the Nation.
(d) To advance the welfare of sports in general and skating in particular.
(e) To insure the sound management of the buildings and properties owned by the Corporation.
Section 2.
The Corporation is organized exclusively for charitable, religious, educational or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(C)(3)of the IRS Code of Law; further no part of the earnings of the Corporation shall inure to the benefit of or be distributed to its members, trustees, officers or other private persons; however the Corporations shall be authorized to pay reasonable compensation for services rendered as set forth hereinafter - the Corporation shall not in any way act contra in these activities to the Section 501(C)(3) stipulations of the IRS.
Section 3.
All affairs of the Corporation shall be conducted in accordance with generally accepted parliamentary procedures.
ARTICLE III
SEAL
Section 1.
This Corporation shall have a seal bearing the name of the Corporation, and such other device or inscription as the Board of Directors may determine. The Board may change the form of the seal at any time by vote.
ARTICLE IV
MEMBERSHIP
Section 1.
Regular Member – any person (or volunteer) interested in the objects and purposes of the Corporation is eligible for membership in the Corporation and any parent/guardian of a minor player registered in the Corporation is automatically a member of the Corporation.
Section 2.
The Board of Directors shall nominate and the Members elect as an honorary member any person who has been of assistance to the Corporation. All Coaches for the Corporation and Board of Directors/Governors are automatically honorary members.
Section 3.
The term of membership of both Regular Members and Honorary Members shall be for one year, provided all tuitions, assessments or fees are paid in full. Failure to pay such dues, assessments or fees in full shall lead to immediate suspension of all voting privileges.
Section 4.
All members of the Corporation have a vote in the election of the Board of Directors. There shall be only one vote per family.
ARTICLE V
OFFICERS
Section 1.
The officers of the Corporation shall consist of a President, Vice President, Treasurer, Assistant Treasurer and a Secretary, to be elected at the Annual General Meeting.
Section 2.
President: It shall be the duty of the President to preside at all meetings of the Corporation; to appoint all committees; to maintain a rigid observance of these by-laws; to oversee the performance of duties by other officers. The President shall be an ex officio member of all committees and shall be a voting member of the Board of Governors.
Section 3.
Vice President: The Vice President shall assist the President whenever requested and in the absence or incapacity of the President shall serve as Acting President.
Section 4.
Secretary: The Secretary shall keep an accurate record of all the proceedings of meetings of the Corporation and meetings of the officers and shall attend to all communications as directed by the President. He (or She) shall send notices of all meetings to the members and shall deliver to the successor in office all books, records, or papers belonging to said Corporation.
Section 5.
Treasurer and Assistant Treasurer: The General Manager of the Corporation shall act as Assistant Treasurer. Assistant Treasurer shall automatically serve on the Board of Directors. The Treasurer and the Assistant Treasurer shall be responsible for the custody of all Corporation funds; and, except as otherwise provided by the officers or the Board of Governors of the Falmouth Ice Arena, shall sign all checks. They shall see that accurate books of accounts are kept, shall give bond for the faithful performance of their duty, in such sureties as the officers and the Board of Governors of the Ice Arena may require. They shall make a written financial report to the membership at its Annual Meeting. The Treasurer and the Assistant Treasurer shall have ample power to purchase, lease, pledge and sell all such personal and real property of the Corporation; and to make all such contracts and agreements in behalf of the Corporation as they may deem to be needful or convenient for the successful prosecution and conduct of the Corporation's business subject to the votes of the Board of Directors and Board of Governors.
ARTICLE VI
BOARD OF DIRECTORS - NUMBER AND ELECTIONS
Section 1.
The number of Directors, which shall constitute the whole Board of Directors, shall not be less than 12 nor more than 19.
Section 2.
The Directors, except as herein otherwise provided, shall be chosen by the ballot of such members as have the right to vote for the election of Directors at the Annual Meeting of the members. All Directors must be members of the Corporation. The Board shall have full power to fill any and all vacancies in its membership, if the Board so desires, occurring between Annual Meetings. Any new member the President appoints, with the approval of the Board, that is so elected shall hold office until the expiration of the term of office of the class in which his predecessor was serving, or until his successor is elected.
Section 3.
Subject to law, the Agreement of Association and Articles of Incorporation, and to the other provisions of these by-laws, each Director shall hold office for three years either until his successor is elected or he is re-elected. The initial terms shall be staggered as to have approximately 1/3 of the board members terms expire each year.
Section 4.
At least 20 percent of the voting members of the Board of Directors must have children actively skating in the Corporation.
Section 5.
Removal from Office: Any member of the Board of Directors may be removed from office at any time by a two-thirds vote of all Board of Directors' members taken by a written ballot at a duly called meeting of the Board. The call of the meeting at which such action is proposed shall clearly set forth such proposed removal, and the member proposed to be removed shall have an opportunity to defend him or herself.
ARTICLE VII
POWERS OF DIRECTORS
Section 1.
Except as hereinafter stated, the Board of Directors shall have the entire management of the business of the Corporation, and, subject to the restrictions imposed by law, by the Agreement of Association and these by-laws, shall have and may exercise all of the powers of the Corporation. The Board of Directors shall have ample powers to purchase, lease, pledge and sell all such personal and real property; to make all such contracts and agreements in behalf of the Corporation as it may deem to be needful or convenient for the successful prosecution and conduct of the Corporation's business.
Section 2.
The Board of Directors shall employ and, for cause, remove all such persons and agents as it may deem necessary and proper for the conduct of the business of this Corporation, and shall determine and fix the compensation and duties of all agents, clerks, and servants of the Corporation except in such instances as are expressly specified by these by-laws and amendments thereto, and in general, it shall do all such lawful acts and adopt all such lawful measures consistent with these by-laws and amendments thereto, as it shall deem best calculated to promote the interest of the members.
Section 3.
At all meetings of the Board of Directors, no vote, ballot, act or resolution of the Board of Directors shall be valid or effective unless done by the affirmative assent of at least a majority of the Directors present and voting.
Section 4.
The Board of Directors shall make copies of the by-laws, Rules and Regulations, including methods of becoming an Officer or Director, method of selecting coaches, definition of membership and voting rights, and a list of current Officers and Directors available to all parents, coaches, players, and other members.
Section 5.
The Board of Directors of the Corporation shall abide by USA Hockey and Mass Hockey By-Laws, Rules and Regulations, and Polices and Procedures, including but not limited to, those regarding the prevention of Physical and Sexual Abuse and Disciplinary Procedures.
Section 6. If an objection is raised regarding a conflict of interest by any Board of Director, the President shall determine whether the member shall abstain from voting.
ARTICLE VIII
MEETING OF THE BOARD OF DIRECTORS
Section 1.
The regular and honorary members of the Corporation at the start of the hockey season shall receive a listing of all the regular monthly meetings of the Corporation’s Officers and Board of Directors. This listing shall include the date, time and location of all the monthly meetings.
If a monthly meeting date, time or location is changed, the regular and honorary members shall be given formal notification of the date, time and location change of the meeting, at least seven days before the meeting. Notification of the change in the meeting shall be posted at the rink, as an article in the local newspaper, on the Corporation website and through a direct mailing to all regular and honorary members.
There shall be no fewer than four monthly meetings per year of the Corporation officers and Board of Directors open to all regular and honorary members.
Regular board meetings open to the general membership to be held the third Tuesday of September, November, and March. These meetings are in addition to the Annual Meeting as described in Section XIII.
Section 2.
Special meetings of the Board of Directors may be held at any time and at any place when called by the President, Treasurer, Assistant Treasurer, or two or more Directors, reasonable notice thereof being given to each Director by the Secretary, or in case of the death, incapacity, absence or refusal of the Secretary, by the Officer or Directors calling the meeting, or at any time without call or formal notice, provided all the Directors are present or waive notice thereof by a writing which is filed with the records of the meeting. In any case, it shall be deemed sufficient notice to a Director to send notice by mail or email at least forty-eight hours before the meeting, addressed to him at his usual or last known business or residence address.
Section 3.
A quorum for all meetings of the Board of Directors shall be not less than nine directors, and without a quorum, no actions taken will be legally binding except the actions to postpone the meeting to a later date.
ARTICLE IX
NOMINATING COMMITTEE
Section 1.
Appointment: At least one month prior to the date of the Annual Meeting, the President of the Corporation shall appoint a Nominating Committee composed of five members in good standing of the Corporation who are not up for re-election.
Section 2.
Nominations can be forwarded to the nominating Committee between the period April 1st and April 30th of the current year. However, nominations can be made from the floor at the annual meeting.
Section 3.
The nominating Committee shall prepare a ballot of the names of the members nominated for election as Directors, at the annual meeting.
The election of the directors shall be done by secret ballot and not by a hand vote, resulting in either the election or non-election of the individual(s) who were nominated for the Board of Directors. Once elected, the first order of business at the next official meeting of the Board of Directors shall be to elect (from the Directors) the following Officers and Board Positions: President; Vice President; Treasurer; Assistant Treasurer; Secretary; Bantam Director; Pee Wee Director; Squirt Director; Mite Director; Farm Director; Team Services Director; Fund Raising Director, Coaching Director, and other positions as deemed necessary by the Board.
Section 4.
Notice: A list of the names nominated for election as directors of the Corporation shall be forwarded to the entire membership. These methods include posting in a conspicuous place in the Falmouth Ice Arena, in the local newspaper, on the Corporation Website and/or mailed to the members, at least ten days prior to the Annual Meeting.
Section 5.
Nominations: Besides the members whose names were given to the Nominating Committee, as Nominees for Board of Directors, during the period of April 1 through April 30, the members can also make nominations from the floor at the Annual Meeting. The members who are nominated from the floor at the Annual Meeting can only be elected through write-in votes.
Section 6.
Any member in good standing of the Corporation may propose candidates for nomination to vacancies on the Board of Directors to the Nominating Committee.
ARTICLE X
BOARD OF GOVERNORS - NUMBERS AND ELECTIONS
Section 1.
There shall be a Board of Governors of the Falmouth Ice Arena consisting of not less than 10 nor more than 12 members, not more than two of which shall be taken from membership of the Falmouth Skating Club, Inc. and the balance from the members of the Corporation.
Section 2.
The Board of Governors shall be divided into three classes equal in number. The terms of one class to expire at each Annual Meeting of the Corporation. A new class of Governors to succeed the class, whose term of office is expiring, shall be elected by the Regular Members of the Corporation at each Annual Meeting. Each class of Governors will hold offices for 3 years or until their successors are elected. If a Governor has served for two successive terms he shall not be eligible for re-election to the Board before the next Annual Meeting following the expiration of his second term of office. This provision may be waived by the Board vote.
Section 3.
Seven members of the Board shall constitute a quorum at any regular or special meeting of the Board.
Section 4.
The Board shall have complete charge of the Falmouth Ice Arena, including all lands, buildings and incidental activities thereto, and shall be invested with full and complete power to carry out the objects and purposes of the Corporation as expressed in its by-laws. The Board shall be invested with full and complete power to promulgate regulations governing the use of the Falmouth Ice Arena. The Board may delegate its power or any of them to subcommittees composed of one or more of its members. The Board shall have full power to fill any and all vacancies in its membership, if the Board so desires, occurring between Annual Meetings. Any new member so elected shall hold office until the expiration of the term of office of the class in which his predecessor was serving, or until his successor is elected. The Board shall have full power to fix and from time to time change fees to be charged for the use of any of the facilities owned by the Falmouth Ice Arena, and shall have general charge of all business affairs.
Section 5.
The Board of Governors shall meet at such times and such places as it shall appoint or as the Chairman shall call upon seven days written notice to the members of the Board.
Section 6.
The Board of Governors shall have a Chairman, Vice Chairman, Secretary, and Treasurer. The Chairman shall preside at all regular or special Meetings of the Board. In the absence of the Chairman, the Vice-Chairman shall preside at all meetings. In the absence of both the Chairman and the Vice-Chairman, the Board shall appoint a chairman pro tempore. The Secretary shall attend and keep accurate records of all business transacted at Board meetings and shall cause true copies thereof to be kept in the minute books of the Corporation's Board of Governors. In the absence of the Secretary, a Secretary pro tempore shall be chosen and shall perform the duties here-in-above set forth.
Section 7.
The Treasurer or the Assistant Treasurer of the Corporation shall also act as the Treasurer of the Falmouth Ice Arena Board of Governors, and shall sign all checks. They shall see that accurate books of accounts are kept, and shall make a financial report to the Board of Governors at each of its meetings.
Section 8.
Removal from Office: Any member of the Board of Governors may be removed from office at any time by a two-thirds vote of all Board of Governors' members taken by a written ballot at a duly called meeting of the Board. The call of the meeting at which such action is proposed shall clearly set forth such proposed removal, and the member proposed to be removed shall have an opportunity to defend him or herself.
ARTICLE XI
NOMINATING COMMITTEE
Board of Governors Nominating Committee
Section 1.
Appointment: At least one month prior to the date of the Annual Meeting, the Chairman of the Board of Governors shall appoint a Board of Governors Nominating Committee composed of five members of the Board of Governors of the Falmouth Ice Arena in good standing.
Section 2.
Duties: The Board of Governors Nominating Committee shall meet as often as necessary, and shall nominate all necessary persons to serve on the Board of Governors of the Falmouth Ice Arena sufficient to fill the class of Governors to succeed the class whose terms of office is expiring.
Section 3.
Notice: A list of names proposed by the Board of Governors Nominating Committee for election to the Board of Governors shall be posted in a conspicuous place in the Falmouth Ice Arena at least ten days prior to the Annual Meeting.
Section 4.
Nominations: No members other than those nominated by the Board of Governors Nominating Committee shall be eligible for election as members of the Board of Governors without first having been nominated by the Board of Governors Nominating Committee.
ARTICLE XII
ADVISORY COUNCIL
Section 1.
Each year at the Annual Meeting of the Corporation the three past Presidents of the Corporation, together with such other former officers and Board of Governors' members whom the general membership of the Corporation elect, shall constitute the Advisory Council. Members of the Advisory Council may attend and participate in all meetings of the officers of the Corporation or the Board of Governors of the Falmouth Ice Arena, and shall stand ready to give their counsel and advise to the best interests of the Corporation. They shall not have any vote at any of said meetings.
ARTICLE XIII
ANNUAL MEETING
Section 1.
The Annual Meeting of the Corporation shall be held at the Gus Canty Recreation Center, the fourth Tuesday of May, at 6:00pm. In the event this date is changed then at least seven days before the Annual Meeting a written notice must be given to all members in good standing of the Time, Place, and Date of the Annual Meeting. A notice of any Annual Meeting of the Board of Directors and of the Board of Governors shall also be published in a local newspaper of general circulation in the Town of Falmouth and on the website of the Corporation, at least seven days prior to said meeting in order for that meeting to conduct valid and binding business. The Annual Meeting shall also be a general meeting open to all the Corporation members and the general public.
ARTICLE XIV
FISCAL YEAR
Section 1.
The fiscal year of the Corporation shall be from June 1st to May 31st.
ARTICLE XV
AMENDMENTS
Section 1.
These Articles may be amended by a majority vote of the members PRESENT at any Annual Meeting.
Section 2.
If in the event that a special general meeting is to be held to expressly amend these by-laws, an agenda of this meeting stating explicit intent to amend explicating what the contents of the amendment(s) are shall be sent by mail to all members of the Corporation at least seven days prior to the meeting. In addition to the Agenda cited above, the time, date, and place of the meeting shall be stated. A majority vote of the membership PRESENT at such a special meeting shall rule to add any such amendment to these by-laws.
ARTICLE XVI
ORDER OF BUSINESS
Section 1.
At each Annual Meeting of the Corporation the order of business shall include:
1. President's Introduction and general remarks.
2. Reading of the minutes of past meeting.
3. Corporation Treasurer's Report.
4. Board of Governors Report by the Chairman
5. Reports of Committees.
6. Unfinished Business.
7. Election of: Board of Directors and Board of Governors
8. New Business.
9. Adjournment.
ARTICLE XVII
INSIGNIAS AND SEALS
Section 1.
Members in good standing may wear and display the Insignias and Seals of the Corporation.
ARTICLE XVIII
DISSOLUTION
Section 1.
Upon the dissolution of the Corporation, the members shall abide by the Laws of Corporations of the Commonwealth of Massachusetts and of the IRS statutes and codes under Section 501(C) (3) as they apply to tax-exempt Corporations. Any assets not disposed under these provisions shall be disposed of by the Probate Court of the County of Barnstable with the consent of the Attorney General of the Commonwealth of Massachusetts.
