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.