NPHA BY-LAWS BY-LAWS OF THE NEW PRAGUE HOCKEY ASSOCIATION, INC. ARTICLE I MEMBERSHIP

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1 NPHA BY-LAWS BY-LAWS OF THE NEW PRAGUE HOCKEY ASSOCIATION, INC. ARTICLE I MEMBERSHIP 1.1 Membership and Registration. Anyone from New Prague, Montgomery, Lonsdale, or any surrounding community who is at least 18 years of age and has children or has legal custody of a child participating in New Prague Hockey Association and has paid current registration fees is a member of the association. Coaches, assistant coaches, managers, board members, the program development director, official NPHA committee members and NPHA referees are members of the association through their donations of time and skills. Anyone other than those listed above can become a member of NPHA by payment of registration fees which is good for one year from the date of registration. The amount of the annual registration fees shall be reviewed and adjusted if necessary annually by the board of directors. 1.2 Transfer of Membership. A member may not transfer a membership in the corporation nor any right arising from membership. 1.3 Termination of Membership. Membership in the corporation shall terminate: a) at any time upon receipt by the board of a written request by a member to terminate the member s membership; b) thirty days after receipt by a member of written notice from the corporation that such member is in default in the payment of annual registration fees unless the default is cured within said thirty day period; c) for cause upon the affirmative vote of seventy-five percent of all members of the board taken, following a regular or special meeting of the board of directors at which the effected member is given a full and fair opportunity to be heard and after full consideration by the board of all facts and circumstances. For purposes of this paragraph a member shall be deemed to have been given a full and fair opportunity to be heard if: i. the member has been notified in writing of the member s proposed expulsion along with the reason s therefore; and ii. the member has been invited to appear at any one of the three designated meetings of the board none of which are held earlier than seven days after notice under subparagraph (i) above has been given; and iii. at such meeting the member is given full opportunity to speak in the members behalf or to present a written submission in the members behalf; and iv. the member is promptly informed by the board in writing of the action taken by the board in regard to the member s expulsion. If a member is expelled by vote of the board taken pursuant to paragraph 1.5.c. above, such member may appeal the expulsion to the full membership by so notifying the board within thirty days after receipt of the board s expulsion notice. The board shall call a special meeting of the members within thirty days after receipt of a member s expulsion appeal notice for the purpose of allowing the expelled member a full and fair opportunity to be heard before the membership and for the purpose of taking action on the expulsion. The member s may override the board s decision to expel a member by an affirmative vote of one third of all members entitled to vote. An expelled member s membership privileges shall be suspended during the appeal process.

2 ARTICLE II MEETING OF MEMBERS 2.1 Meeting Place. Meetings of the members of the corporation shall be held at such place within the community of New Prague, State of Minnesota as may from time to time be designated by the board of directors and stated in the notice of meeting. 2.2 Regular Meetings. A regular meeting of the members of the corporation shall be held annually during the month of March or April. Additional regular meetings of the members may be held at any regular interval established by the board of directors. Each regular meeting of the members shall be held on the date and at the time set by the board, and the annual meeting held during the month of March or April shall be for the purpose of: a) electing directors and officers of the corporation; b) receiving a report from the president and treasurer on the activities and financial condition of the corporation; and; c) acting upon such other matters as may properly come before the meeting. 2.3 Special Meetings. Special meetings of the members may be called at any time for any purpose by the President or the board and shall be called by the board upon receipt of written demand describing the purpose for which the meeting is to be held provided such demand is dated and signed by at least twenty-five percent of the members. The date, time, and place for a special meeting shall be fixed by the board. 2.4 Notice of Meetings. Notice of all meetings of members shall be communicated to each member at the address shown in the book and records of the corporation at least 24 hours and not more than thirty days before the date of the meeting. The notice shall contain, at minimum, the date, time and place of the meeting and in the case of a special meeting a statement of the purpose of the meeting. 2.5 Waiver of Notice. A member may waive notice of a meeting of members. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. 2.6 Quorum. A quorum for a meeting of members is twenty-five percent of the members entitled to vote. If a quorum is present when a duly called or held meeting is convened, the members present may continue to transact business until adjournment, even though the withdrawals of a number of members originally present leaves less than the proportion or number otherwise required for a quorum. 2.7 Action of Members. Each member has one vote. If a quorum is present and unless a greater vote is required by law, the articles of incorporation or elsewhere in these by-laws, the affirmative vote of a majority of the members present and entitled to vote is the act of the members. 2.8 Vote by Written Ballot. Members shall be provided an opportunity to vote by written absentee ballot on the election of officers and directors and on any other action that may be taken at a regular or special meeting of members and which the board decides should be placed on an absentee ballot. A written ballot must be ed with the meeting notice and must: a) set forth each proposed action to be voted upon by absentee ballot; b) provide an opportunity to vote for or against each proposed action and; c) specify the time by which a ballot must be received by the corporation and the place where the ballot must be delivered. A written absentee ballot may not be revoked except by action in person of the member casting the ballot taken at the meeting specified in the meeting notice accompanying the absentee ballot. 2.9 Eligibility to Vote. A member who is in default in the payment of annual fees shall not be able to vote.

3 ARTICLE III BOARD OF DIRECTORS 3.1 Board. The business and affairs of the corporation shall be managed by or under the direction of the Board. Included within the responsibilities of the board of directors are the following: a) implementation of the overall objectives of the corporation; b) financial planning and policies; c) implementation of the rules, guidelines and procedures governing player and team participation in the corporation ice hockey program; and d) selection of all coaches for teams participating in the corporation ice hockey program; and e) scheduling of ice time. 3.2 Number and Election. The board of directors shall be composed of nine members consisting of the President, Vice President, Secretary, Treasurer, Fundraising Director, Communications Director, Past Board Member, Manager Director, and One Position At Large. Each board member is to be elected to a 2 (two) year term at the annual meeting under Article IV of the Bylaws, with the President, Secretary, Communications Director, Past Board Member and Fundraising Director to be elected during even year spring meetings, and Vice President, Treasurer, Position At Large, and Manager Director to be elected during odd year spring meetings. If any of the aforementioned offices are eliminated or no person elected to the office then the seat on the board of directors normally reserved for such office shall be filled by a director at large elected at the annual meeting of members. 3.3 Term of Office. A director is elected for a term of 2 years and holds office until a successor is elected and qualified or until the earlier death, resignation, removal or disqualification of the director. 3.4 Meetings. The board of directors shall meet for the transaction of business on a monthly basis. A special meeting of the board of directors may be called at any time by the president or by any two directors. A member of the Board of Directors who shall be absent from three full regular meetings of the Board of Directors shall automatically be dropped from membership on the Board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof. Vacancies on the Board of Directors, or among the officers, shall be filled by a majority vote of the Board of Directors. 3.5 Notice of Meeting. Notice of the time and place of each board meeting shall be given to each director at least three days prior to the date of the meeting. If the date, time and place of a board meeting has been announced at a previous meeting of the board, further notice is not required. Notice of a special meeting shall include a description of the business to be transacted at the meeting. A director may waive notice of a meeting of the board. A waiver of notice by a director is effective whether given before, at, or after the meeting and whether given in writing, orally or by attendance. 3.6 Place of Meeting. The board of directors may hold its meetings at such place as may be selected by the board and designated in the meeting notice. 3.7 Quorum. A majority of the directors currently holding office constitutes a quorum for the transaction of business. If a quorum is present when a duly called meeting is called or held, the directors present may continue to transact business until adjournment even through the withdrawal of a number of directors originally present leaves less than the proportion otherwise required for a quorum. 3.8 Act of Board. The affirmative vote of a majority of all directors currently holding office at a duly held meeting shall constitute an action of the board except where the affirmative vote of a larger proportion or number is prescribed by law. 3.9 Action Without Meeting. Any action, other than an action requiring member approval, may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present.

4 3.10 Vacancies. Any vacancy occurring in the board of directors by death, resignation or otherwise may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum. Each director so elected holds office until a qualified successor is elected by the members at the next regular or special meeting of members Committees. The board may appoint committees to assist the board in conducting the business of the corporation but such committees shall be under the supervision and control of the board. ARTICLE IV OFFICERS 4.1 Officers. The officers of the corporation shall be a President, Vice-President, Secretary, Treasurer, Fund Raising Director, Communications Director, Board Member at Large, Past Board Member and Manager Director. 4.2 Election and Term. The officers of the corporation are elected by the members at the annual meeting of members for a term of two years. Each officer shall hold office until a successor is elected and qualified or until the earlier death, resignation, removal or disqualification of the officer. 4.3 Duties of President. The president of the corporation shall: a) have general active management & over sight of the business of the corporation; b) when present, preside at all meetings of the members and at all meetings of the board of directors; c) see that all orders and resolutions of the board are carried into effect; sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, except in cases where the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or these by-laws or by the board to some other officer or agent of the corporation; d) receive and manage complaints; e) work closely w/hdc coordinator in reviewing policies & procedures; f) coordinate pre-season association member orientation meeting; g) attend district/maha meetings as needed; h) perform other duties prescribed by the board. 4.4 Duties of Vice President. The Vice President of the corporation shall: a) in the absence or incapacity of the president, perform the duties of that office and such other duties as the board may from time to time prescribe; b) oversee Hockey Development Committee (HDC); c) attend all meetings relating to our district. 4.5 Duties of the Treasurer. The treasurer shall: a) keep accurate financial records for the corporation; b) deposit all money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board; c) endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the board, making proper vouchers therefore; d) disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the board; e) render to the president and the board, on a monthly basis and/ or whenever requested, an account of all transactions by the treasurer and the financial statements summarizing the condition of the corporation; f) perform other duties prescribed by the board; g) provide annual summaries to the Association s Accounting firm to complete & file non-profit tax returns and report & pay concession stand sales tax on a quarterly basis. h) Acts as the concession stand liason

5 4.6 Duties of the Secretary. a) Maintain player & association records; b) Compose & distribute monthly board meeting notes and agendas; c) Attend district registration meeting; d) Maintain & update all association team birth certificate books & official team rosters; e) Provide board w/registration summaries for budgeting and as needed; f) Maintain bylaws and association handbook; g) Coordinate annual managers training/information session with Manager Director; h) Work with District Registration Coordinator on player registration & USA Hockey Player Registration; i) Perform other duties prescribed by the board. 4.7 Duties of the Fundraising Director. a) The fundraising director shall be in charge of all fundraising activities of the b) corporation and shall have such other duties as may be prescribed by the board; c) Research and implement fundraisers that best fit the needs of the association; d) Organize site, dates and times, volunteers and materials necessary for e) fundraisers; f) Communicate with representatives from fundraising company; g) Collect and organize monies for deposit. 4.8 Duties of the Communications Director. The communications director will be in charge of all publicity for the corporation and shall publish an association newsletter. a) Responsible for publicity within the association & externally to member communities; b) Publish & distribute Association information, updates, alerts, etc ; c) Direct/Oversee duties & responsibilities of Hockey Fest Coordinator; d) Direct/Oversee duties & responsibilities of Sponsor Coordinator; e) Direct/Oversee duties & responsibilities of Webmaster; f) Organize annual team/player photos & record/update team championship banners; g) Strong communication skills preferred. 4.8 Duties of the Board Member at Large. a) The board member at large will perform duties as prescribed by the board. The individual eligible for this position is any member of the communities of New Prague, Lonsdale, or Montgomery. 4.9 Duties of the Past Board Member. a) The past board member will perform duties as prescribed by the board. The individual eligible for this position is any board member that has served the last year of their term within the past four (4) years of the current election year. If no such board member submits their name as a candidate for this position, this position will transition into a second position at large for one term according to section Duties of the Manager Director. a) Responsible for updating and maintaining the association s manager s handbook. This handbook outlines job responsibilities for all team managers. b) Responsible for conducting manager training sessions at the beginning of skating season for all team managers. c) Be the designated individual responsible for communicating important messages from the board of directors to the association members.

6 ARTICLE V ICE HOCKEY PROGRAM RULES The corporation shall maintain written rules, guidelines and procedures to govern all aspects of the corporation s ice hockey program including player qualification, player classification, organization of players into teams, and team participation in the association s ice hockey program. The power to adopt new rules guidelines and procedures is vested with the board of directors. The members, by vote of a majority of all members, shall have the power to adopt, amend or repeal rules, guidelines and procedures that have been adopted, amended or repealed by the board. A copy of the rules, guidelines and procedures shall be furnished to each member. 5.1 Hockey Development Committee Coordinator. The Hockey Development Committee Coordinator (HDC Coordinator) shall review written rules, guidelines, procedures, and policies, and make recommendations to the board of directors, and perform other duties appointed by the board. The HDC Coordinator shall be appointed by the board of directors annually. The corporation shall have no corporate seal. ARTICLE VI SEAL ARTICLE VII MEMBERSHIP CERTIFICATES Certificates for membership in the corporation may be issued by the board in such form as the board may from time to time prescribe. ARTICLE VIII AMENDMENTS These By Laws or any section thereof, may be altered, amended or repealed and new Bylaws may be adopted by a twothirds vote of the members present and those voting by ballot (provided a ballot has been authorized by the board) at any annual or special meeting of the membership, if a notice setting forth the terms of the proposal has been given in accordance with the notice requirements for special meetings. These By Laws were certified and duly adopted by a majority vote of the members at a meeting of members held on April 3, 2014.