Harford North Stars, Inc. Bylaws

Transcription

1 Harford North Stars, Inc. Bylaws Adoption Date: 3/06/2014

2 Contents Article 1 - Name of the Corporation & Offices... 5 Section 1 - Name of the Corporation... 5 Section 2 - Principal Office... 5 Section 3 - Change of Address... 5 Section 4 - Other Offices... 5 Article 2 - Non Profit Purposes... 6 Section 1 - IRC Section 501(c) (3) Purposes... 6 Section 2 - Specific Objectives and Purposes... 6 Article 3 - Membership... 7 Section 1 - Classes... 7 Section 2 - Registration... 8 Section 3 - Resignation... 8 Section 4 Suspension/Expulsion... 8 Section 5 - Good Standing... 9 Section 6 - Fees... 9 Article 4 Membership Meetings Section 1 - Annual Meetings Section 2 - Special Meetings Section 3 - Notice of Meetings Section 4 - Quorum Section 5 - Proxies Section 6 - Voting Section 7- Written Ballot Article 5- Board of Directors Section 1 Power and Authority Section 2- Election, Term, Vacancy and Removal Section 3- Regular Meetings Section 4 - Special Meetings P a g e

3 Section 5 - Informal Action Section 6 - Notice Section 7 - Emeritus Section 8 Duties of the Members of the Board of Directors Article 6- Committees Section 1 Appointment Section 2- Composition, Chair Section 3 Committee Member Appointments Article 7 - Execution of Instruments, Deposits and Funds Section 1 - Execution of Instruments, Deposits and Funds Section 2 - Checks and Notes Section 3 - Deposits Section 4 Gifts Article 8 - IRC 501 (c) (3) Tax Exemption Provisions Section 1 - Limitations on Activities Section 2 - Prohibition against Private lnsurement Section 3 - Distribution of Assets Section 4 - Private Foundation Requirements and Restrictions Article 9- Conflict of Interest Policy Section 1 - Purpose Section 2 - Definitions Section 3 - Procedures Section 4 - Records of Proceedings Section 5 - Compensation Article 10 - Indemnification Section 1 Action Section 2 - Recipient Section 3 Power to Purchase insurance Section 4 - Exclusions Article 11 - Amendment of Bylaws P a g e

4 Section 1 Amendment Section 2 Disputes Article 12 - Amendment of Articles of Incorporation Adoption of Bylaws P a g e

5 Article 1 - Name of the Corporation & Offices Section 1 - Name of the Corporation This corporation shall be known as Harford North Stars Inc., herein after referred to as Harford North Stars, corporation, organization, and/or club. Section 2 - Principal Office The principal office of the corporation will be located at the following address: 825 Yvette Drive Forest Hill Maryland 21050, County of Harford and State of Maryland Section 3 - Change of Address The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes shall not be deemed, nor require, an amendment of these bylaws: 1. New Address: PO Box 435, Abingdon, MD Dated: March 28, New Address: Dated: Section 4 - Other Offices The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as The Board of Directors may, from time to time, designate. 5 P a g e

6 Article 2 - Non Profit Purposes Section 1 - IRC Section 501(c) (3) Purposes This corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code. Section 2 - Specific Objectives and Purposes This corporation is a non-profit organization established with an objective to provide youth ice hockey instruction and regional competition, as well as clinics for youth players. The Harford North Stars purpose is to teach its player members the fundamentals of ice hockey, to promote character development, and to provide them with competition equal to their perceived abilities within the resources and philosophy of the club in safe and structured environment. The corporation strives to achieve this by providing a comprehensive hockey program that recognizes the training needs of members of different age and skill levels. The Harford North Stars is dedicated to promoting the values of good sportsmanship, teamwork, respect for ourselves and each other and to developing hockey players through continuous skills improvement. We are a family based organization and we will support each other, because "Once a North Star, always a North Star." 6 P a g e

7 Article 3 - Membership Section 1 - Classes The corporation shall have three (3) classes of members. a) Player Members. Any person meeting the qualifications for participation in the instructional or competitive program for the appropriate age group classification, as established by USA Hockey, Inc., who has registered for the regular season, approximately August to March each year (hereinafter Regular Season ), shall be eligible to become a Player Member. The number of Player Members in a particular age group will be determined from time to time by the Board. Player Members shall not be eligible to vote for matters that are to be voted upon by the Regular Membership. b) Regular Members. Any person, who is the parent or legal guardian of a currently registered Player Member in good standing (see Section 5) with this corporation, shall be eligible to become a Regular Member. The membership year for a Regular Member is the same as the fiscal year of this corporation. Any dispute as to who constitutes a Regular Member shall be decided by a majority vote of the Board. There shall only be one Regular Member for each currently registered Player Member, and if there is more than one currently registered Player Member in a household, then there shall be only one Regular Member for all such currently registered Player Members of the same household. All Regular Members, also known as voting members (Article 4 Section 6), shall be eligible to vote for matters that are to be voted upon by the membership. Each Player Member and Regular Member shall comply with and adhere to (i) the bylaws, rules, and other policies of the corporation; (ii) the bylaws, rules, and other policies of USA Hockey, the Potomac Valley Amateur Hockey Association, Inc., the Chesapeake Bay Hockey League, and their respective successors and assignees; and (iii) the rules of any subsequent or additional youth hockey league in which the corporation participates (all such bylaws, rules and policies described in (i), (ii) and (iii), as amended, modified or supplemented from time to time hereafter, shall be individually and collectively referred to as the Rule or the Rules ). c) Life Members. Life Membership is available to those adult members of the community who would otherwise not be eligible to be voting members (Article 4 Section 6) of the corporation but who have demonstrated a vested interest in the purposes as defined in Article 2, Section 2 and have supported its activities to an unusually high degree through 7 P a g e

8 coaching, assistant coaching, officiating, administrative assistance, financial support or other similar contributions to the benefit of the corporation. Life Membership may be conferred and terminated by a two-thirds (2/3) vote of the Board of Directors. The Secretary shall maintain a list of Life Members. All Life Members shall be eligible to vote for matters that are to be voted upon by the membership. A Life Member who becomes a voting member in some other capacity after election to life membership is entitled to vote in that capacity and is not entitled to an additional vote as a Life Member. Section 2 - Registration The Board shall, at such time as the Board deems appropriate, make available a membership application (the Registration Form ), that is prepared prior to each Regular Season by the Board, to all eligible Player Members from the prior season, to any other person desiring and eligible to become a Player Member, and to any person desiring and eligible to become a Regular Member. All completed Registration Forms shall be submitted to the Board for consideration along with a registration fee, the amount of which shall be determined each year by the Board. The Board can reject, in its sole and absolute discretion, any completed Registration Form for any reason whatsoever. Section 3 - Resignation Any Player Member or Regular Member may resign by signing a written resignation and submitting the resignation to the Secretary, which resignation shall be effective without acceptance on the date of receipt of such notice; provided however, that refunds, if any, shall only be permitted if such requests are submitted to the Board or its designee in compliance with the refund policy then in effect as further described on the Registration Form. Section 4 Suspension/Expulsion The Board may suspend or expel a Regular Member or Player Member for cause. The term cause shall refer to (i) any violation of any Rule and (ii) conduct, which, in the sole opinion of the Board, is prejudicial to the best interests of the corporation. Prior to any suspension or expulsion of a member, the Board may, in its sole and absolute discretion, refer the matter to a Disciplinary Committee which shall handle the matter as the Board of Director s designee or the 8 P a g e

9 Board may choose to address the matter itself. If the latter, then the Board shall direct that a written statement be sent to the member of the charges made against that member by registered or certified U.S. mail, postage prepaid, return receipt requested, or by FedEx (or a comparable guaranteed overnight delivery service). Said statement shall notify the member that he/she is entitled to appear and present before the Board, or present in writing, any defense or make any statement on his/her behalf. Upon the affirmative vote of two-thirds (2/3) of the directors present at a meeting of the Board, the member shall be suspended or expelled. If expelled, the member shall permanently forfeit all rights and privileges as a member and shall not be entitled to a refund of any fees paid and if on a payment plan, still responsible for any fees owed. If suspended, the member shall forfeit all rights and privileges as a member for the duration of the suspension and shall not be entitled to a refund of any fees paid and if on a payment plan, still responsible for any fees owed. If referred to a Disciplinary Committee, then the Disciplinary Committee s decision may be appealed by written request within thirty (30) days of the hearing date to the entire Board. Section 5 - Good Standing Membership in good standing will be based upon completion and acceptance of the Registration Form, payment of the applicable fees, and compliance with the Rules. Section 6 - Fees a) Player Member Fees. Player Member fees shall be charged for individual Player Members to the financially responsible Player Member s parent or legal guardian as a prerequisite to participation each year, and from time to time, for necessary activities. The Board shall establish the fees and schedule of payment in its sole and absolute discretion. b) Regular Member Fees. Regular Member fees may be charged to Regular Members in the sole and absolute discretion of the Board. c) Hardships, Etc. Upon a written application to the Board or its designee, the Board may, in its sole and absolute discretion, grant a reduction or elimination of fees for any person desiring and eligible to become a Player Member who exhibits special needs or hardships. 9 P a g e

10 d) Finance/Service Charges. The Board, in its sole and absolute discretion, may charge finance and/or service charges to the maximum amount permitted by law on all unpaid fees that are due and owing to the corporation. e) Deferred Payments. All requests for deferred payments of fees shall be made to the President or other designated representative of the Board. The Board in its sole and absolute discretion may grant such deferrals upon appropriate terms. f) Special Assessments. In the event of a shortfall in funds necessary for the corporation to meet its regular financial obligations, the Board may authorize a special assessment by a vote of two-thirds (2/3) of the members of the Board. g) Refund of Fees. Unless the Board determines otherwise, there shall be no refund of fees paid by any member to the corporation. h) Delinquent Accounts. All fees are payable on a date determined by the Board (Article 3, Section 6(a). Any member who is in arrears in fees will be so notified by the Treasurer. Such notice shall state the amount owed to include fees and any applicable finance/service charges, that the rights of such member have been suspended pending receipt in full, and that such member s rights to membership may be cancelled if payment in full has not been received within seven (7) days of the date of such notice unless other acceptable arrangements are made with the Treasurer to satisfy the delinquent account within seven (7) days of the date of notice. 10 P a g e

11 Article 4 Membership Meetings Section 1 - Annual Meetings An annual meeting of Regular Members and Life Members of the corporation shall be held for the purpose of electing directors (except as set forth below), reviewing the activities and goals of the corporation, receiving financial reports, and for transaction of any other business as may properly come before the meeting. The Board, in its sole and absolute discretion, may conduct annual elections by mail or ballot. Section 2 - Special Meetings Special meeting of the Regular Members and Life Members of this corporation may be called at any time (i) by the President, (ii) the Board, or (iii) upon written petition to the Board including original signatures of at least fifty percent (50%) of the Regular Members and Life Members. It shall be the duty of the Secretary to then give notice of the special meeting of the Regular Members and Life Members, setting forth the time, place and purpose thereof, to be held no later than sixty (60) days after receiving the request. If the Secretary fails to give notice of the meeting within thirty (30) days of the receipt of such written notice by the President, the person or persons who requested the meeting may fix the time and place of the meeting and give notice thereof in the manner hereinafter provided. The business transacted at a special meeting must be limited to the purposes stated in the notice of meeting. Section 3 - Notice of Meetings Notice of time, place and purpose of the annual and special meetings shall be given to each member by one of the following methods: ing, posting of this corporation s official website ( or mailing, by first class mail, a written or printed notice of the same at least ten (10) days, but not more than sixty (60) days, prior to the meeting (excluding the day of the meeting). 11 P a g e

12 Section 4 - Quorum The number of Regular Members present in person at any meeting shall be five percent (5%) of the Player Members. If less than such five percent (5%) is represented at a meeting, a majority of the Regular Members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The Regular Members in attendance at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Regular Members to leave less than a quorum. Section 5 - Proxies Voting by proxy is not permitted. Section 6 - Voting Each Regular Member and Life Member as defined in Article 3, Section 1b and 1c respectfully, shall be entitled to one vote at any annual or special meeting of the membership. Whenever these bylaws use the term voting member in the context of determining whether a quorum is present or in the context of voting or nominating requirements or procedures, it is intended that the total number of valid votes be no greater than the sum of Playing Members and Life Members, subject to other provisions of these bylaws. All matters voted shall be decided by a majority of Regular Members and Life Members present in person or written ballot. Section 7- Written Ballot The Board, in its sole and absolute discretion, may designate the actions taken at any regular or special meeting, be submitted by written ballot and through valid mail or electronic mail channels. 12 P a g e

13 Article 5- Board of Directors Section 1 Power and Authority The corporation shall be managed by a designated Board of Directors. The Board has full authority to manage and control the affairs of the corporation, including but not limited to: the appointment of directors, coaches, managers and others necessary to conduct the operations of the corporation; the adoption of rules and regulations necessary and appropriate to the operation of the corporation and the fulfillment of its purpose; the assessment of registration and other fees; the imposition of disciplinary sanctions on members in accordance with duly adopted rules and regulations; and the appointment of committees or special advisors as needed. Section 2- Election, Term, Vacancy and Removal. At the time of the adaption of these bylaws, the Board shall consist of those persons previously elected as directors, pursuant to the former bylaws. a) Election term. Directors shall be elected by a majority vote of the voting members at the annual meeting, subject to the provisions of these bylaws. Directors shall be elected for two year terms. No director shall serve more than three (3) consecutive terms of two (2) years and no member shall be eligible for re-election to the Board until after the lapse of at least one (1) year following such consecutive term, provided, however, that this limitation shall not apply to a member serving as director in an ex officio capacity. Terms will formally begin for the President, Treasurer, Master at Arms, Schedule Director, Inhouse Commissioner, and Hockey Director on even years. The terms for the remaining directors will formally begin on odd years. b) Vacancy. Any vacancy on the Board arising from resignation, disability, removal or any other reason other than an increase in the number of directors provided for in the bylaws, shall be filled by appointment of a new director by a two-thirds (2/3) vote of the remaining members of the Board, at a regular or special meeting of the Board, whether or not a quorum is present. A vacancy created by an increase in the number of directors may be filled by a two-thirds (2/3) vote of the entire Board. Any director appointed by the Board shall stand for election at the next annual meeting following such director s appointment. The term of these newly elected directors will follow what is defined in the previous section (Article 5, Section 2a). 13 P a g e

14 c) Removal. A director may be removed for cause, including but not limited to failure to attend three (3) consecutive Board meetings or four (4) Board meetings within a year, by a vote of two-thirds (2/3) of the entire Board at a regular or special meeting of the Board, provided that written notice of the intended action be given to each director seven (7) days in advance of the meeting. Section 3- Regular Meetings a) Schedule. The Board of Directors shall meet monthly at least eight (8) times per year. A yearly schedule of times and places for Board meetings shall be adopted by the Board promptly after the annual meeting. If such a schedule is not adopted, or until such a schedule is adopted, the meetings shall be at the time and place designated by the President. In that event, the Secretary shall give notice to the directors of the time and place of the meetings seven (7) days in advance. Insofar as possible, the Secretary shall also provide the directors seven (7) days in advance of each regular meeting with a proposed agenda for the coming meeting and the minutes of the previous meeting. Notice of meetings of the Board, as well as the minutes and agendas of the regular meetings insofar as possible, shall be posted on the corporation s website. b) Quorum. A quorum must be present in order to do any business other than the appointment of new directors to fill vacancies on the Board. A quorum of the Board is a majority of the entire Board of Directors (51%). Decisions of the Board are to be made by majority vote of those present at duly called regular or special meetings. In the event of a tie vote, the matter shall be decided by the President. c) Length, Voting Member Presentations. Meetings of the Board shall be conducted so as to limit their length to two (2) hours. To the extent consistent with the orderly and efficient progress of business of the Board, a reasonable period of time may be provided at the beginning of each regular meeting for the reasonable expression of views or concerns by the voting members in attendance. This provision shall not be construed as in any way limiting the full authority of the Board to conduct the business of the corporation or as giving the voting members any rights not otherwise clearly provided in these bylaws. The Board may meet in executive session when deemed appropriate by the President or by majority vote of the Board. 14 P a g e

15 Section 4 - Special Meetings Special meetings of the Board may be called at any time by the President or by a majority of the Board, upon giving seven (7) days written notice to each Board member. The notice of a special meeting must state the business to be transacted at that meeting and only that business may be transacted at that meeting. Section 5 - Informal Action Any action required or permitted to be taken by the Board at a regular or special meeting may also be taken by unanimous written consent of the Board, through a written document which sets forth the action. An original or duplicate of this document must be signed by each member of the Board, and all the signed copies must be filed with the minutes of the Board. Section 6 - Notice Any notice to be given to a director shall be given in writing. Any written notice to be given to any director hereunder may be given by mail to the last known mailing address of the director, or by to the last known address of the director, or by hand delivery to a playing member of whom the director is a parent or legal guardian. Notice shall also be posted on the corporation s website. Section 7 - Emeritus To assist in transitioning responsibilities to newly elected directors, the Board, with majority approval, may designate a vacated director as (director title) Emeritus. An Emeritus shall serve as an ex officio, nonvoting, unelected member of the Board. The term of an Emeritus shall be at the discretion of the Board. Section 8 Duties of the Members of the Board of Directors The Board of Directors consists of five (11) directors: President, Vice President, Treasurer, Secretary, Master at Arms, Procurement Director, Schedule Director, Registrar, In-house Commissioner, Travel Commissioner, and Hockey Director. 15 P a g e

16 a) President. The President shall preside at the meetings of the corporation and of the Board of Directors and shall be the chief administrative officer of the corporation and shall perform all functions incidental to the office. The President shall be ex officio a member of each standing committee and shall be responsible for coordinating the activities of the corporation. b) Vice-President. The Vice-President shall perform such functions as may be designated or assigned by the President or the Board of Directors. In case of the absence or disability of the President, the Vice President, or no Vice President then serving, a Vice- President designated by the Board of Directors, or, in the absence of such designation, the Vice-President who is senior in terms of service to the corporation, shall serve as the Acting President and shall perform the duties and functions of the President. c) Secretary. The Secretary shall have custody of the corporation s seal and shall transcribe and maintain minutes of meetings of the membership and the Board of Directors, shall provide notice of the meetings of the corporation and the Board of Directors, shall perform such functions involved in communications with others as may be requested by the President or the Board of Directors. The corporation's minutes shall be open to inspection to all directors, and any member of the corporation may inspect them upon the Secretary's receipt of a written request. d) Treasurer. The Treasurer shall keep the accounts of the corporation, collect and account for its revenue and pay its bills as included in the budget or as approved by the Board of Directors: deposit funds of the corporation received by him as authorized by the Board; and shall render to the Board of Directors at every regular meeting a properly balanced statement of accounts for the most recent accounting period available. The Treasurer shall submit to the membership of the corporation at its annual meeting a statement of the financial affairs of the corporation as well as a proposed budget for the upcoming year. The Treasurer shall also perform such other related duties as may be requested by the Board of Directors. The corporation's financial records shall be open to inspection to all directors, and any member of the corporation may inspect them upon the Treasure s receipt of a written request. e) Master at Arms. The Master at Arms shall ensure all members adhere to the bylaws and ensure that all issues of ethics or the perception of unethical actions are addressed. The Master at Arms shall refer to the latest edition of Robert's' Rules for guidance and shall maintain good order and discipline at all meetings. The Master at Arms shall serve as the USA Hockey SafeSport Coordinator ensuring compliance of 16 P a g e

17 teams with the Locker Room Policy, the Travel Policy and Electronic Communications Policy. The Master at Arms shall oversee the administration of discipline matters concerning members as well as being the corporation s point of contact for communication for coordinating with or reporting on discipline issues with outside agencies. The Master at Arms shall maintain the bylaws insuring that they remain current. f) Procurement Director. The Procurement Director is responsible for all of the goods and services that are purchased by the corporation. The Procurement Director directs the sourcing of suppliers, negotiates contracts, and ensures prompt delivery. He or she confers with the Treasurer to ensure that suppliers are paid in a timely manner. g) Schedule Director. The Schedule Director shall represent the corporation s interests at the Chesapeake Bay Hockey League (CBHL) meetings as well as manage the scheduling of all corporation games including both travel and in-house programs. The Schedule Director attends the annual CBHL Schedulers meeting in August to schedule and reconcile all CBHL games with CBHL Club Schedulers. The Schedule Director provides input to the CBHL Head Scheduler, corporation webmaster, Head Coaches and Managers on game date/time and location for each team. The Schedule Director verifies the level of team, date/time and location of each game with the Scheduler from other Hockey Clubs during the week of each game and provides confirmation or change information to the Head Coach and Manager of each team. h) Registrar. The Registrar shall be responsible for the accounting of all (In-house and Travel programs) player information satisfying both the corporation s and USA Hockey s reporting requirements. This includes creating and collecting all necessary corporation and USA Hockey registration forms (both online and paper) for all incoming players and coaches; preparing and submitting official rosters for the regular season and for tournaments according to the USA Hockey guidelines; and providing training and all required paperwork to the team managers. i) In-house Commissioner. The In-house Commissioner shall be responsible for coordinating all activities of the In-house Program and shall perform such other duties as may, from time to time, be delegated to him or her by the Board. The In-house Commissioner also shall be responsible for coordinating all hockey related activities of all Coaches and Player Members in the In-house Program and shall perform such other duties as may, from time to time, be delegated to him or her by the Board. 17 P a g e

18 j) Travel Commissioner. The Travel Commissioner shall be responsible for coordinating all activities of the Travel Program and shall be responsible for coordinating all hockey related activities of all Coaches and Player Members in the Travel Program. The Travel Commissioner shall perform such other duties as may, from time to time, be delegated to him or her by the Board. k) Hockey Director. The Hockey Director shall be primarily responsible for (1) the recruitment and retention of players, (2) organizing, coordinating, and managing the Travel Coaches and In-house Coaches and (3) organizing and directing the hockey instruction and competition according to the policy set by the Board. The Hockey Director shall promulgate coaching policy and strategy and shall ensure that the instruction and competition are conducted competently and efficiently. The Hockey Director shall be responsible for coordinating all hockey related activities of all Coaches and Player Members. The Hockey Director shall also be responsible for USA Hockey events and Try Hockey for Free and shall perform such other duties as may, from time to time, be delegated to him or her by the President or by the Board. 18 P a g e

19 Article 6- Committees Section 1 Appointment With the advice and consent of the Board of Directors, the President may appoint standing and ad hoc committees from among the members of the corporation, taking into account the interests, experience, and abilities of the members. The committees shall be responsible for carrying out the programs of the corporation under the direction and management of the Board of Directors. Except as the Board shall otherwise direct, the following standing committees shall be appointed and shall report to the Board on the activities of each committee: a) Nomination. The Nomination Committee shall be responsible for the election of directors at the annual meeting of members by collecting nominations for at least one candidate for each Board vacancy, make recommendation regarding the balloting process, and provide the official count of all member votes for each nominee. The Nomination Committee shall, by correspondence or otherwise, send at least thirty (30) days before the annual meeting of members, notice of the Board vacancies. Nominations will be collected up to ten (10) days before the annual meeting at which time the ballot is deemed final. b) Budget. The Budget Committee shall maintain the fiscal stability and long-term economic health of the corporation. The Budget Committee oversees that financial planning for the corporation is supportive of and fully integrated with the long-range plans and mission of the corporation including, but not limited to, keeping the sport of hockey as affordable and available as possible to all members. The Budget Committee shall be chaired by the Treasurer. c) Fundraising. The Fundraising Committee shall organize and conduct reasonable fund raising activities among and through the members of the corporation for the purpose of generating revenue for the corporation s programs beyond that available from registration fees, in the interest of keeping those fees equitable. The Fundraising Committee is also responsible for ensuring compliance with the corporation s Fundraising Policy for both corporation fundraising activities as well as individual team fundraising activities. d) Equipment. The Equipment Committee shall maintain the needed equipment for each season. This includes managing the transactions of the loaner program as well as make 19 P a g e

20 recommendations for procurement of new items needed for the upcoming season. The Equipment Committee shall be chaired by the Procurement Director. e) Uniforms. The Uniform Committee shall assist with all activities associated with team uniforms for both the In-house and Travel programs. This includes recommendations for any uniform changes including design and/or style and assisting with the sizing, and distribution of all uniform related apparel. The Uniform Committee shall be chaired by the Procurement Director. f) Discipline. The Disciplinary Committee shall investigate and determine matters concerning the proper enforcement of all the corporation s rules and regulations, shall promote the amicable resolution of disputes wherever reasonably possible, and shall recommend revisions to those rules and regulations from time to time as need may arise. In all deliberations, due consideration shall be given to the purposes of the corporation. The Disciplinary Committee shall bring disciplinary matters to the attention of the Board from time to time, as required. The Discipline Committee shall be chaired by the Master at Arms. g) Bylaw. The Bylaw Committee is responsible for the annual review and maintenance of the corporation s bylaws. h) Coaches. The Coaches Committee is responsible for appointing all head coaches, for verifying the necessary certifications of all coaches, for encouraging and facilitating the further training and certification of coaches, for recruiting new coaches at all levels, and to promote the amicable resolution of any disputes that may arise concerning coaching decisions. The Coaches Committee shall be chaired by the Hockey Director. i) Special Events. The Special Events Committee shall make recommendations and assist with the planning and implementation of corporate wide events such as, but not limited to, the Preseason Tailgate, the Fall Bonfire, the Skate with Santa, and the End of Season Party. j) Spirit Wear. The Spirit Wear Committee is responsible for the recommendation, solicitation, and execution of the sales and distribution of spirit wear items throughout the hockey season. The Spirit Wear Committee shall be chaired by the Procurement Director and Co-chaired by the Treasurer. 20 P a g e

21 Section 2- Composition, Chair Each committee shall be composed of at least three (3) members of the corporation, of which at least one shall be a member of the Board of Directors. Each committee shall be chaired by a director, to the extent practicable, appointed by the President unless previously defined within these bylaws. Refusal to accept appointment as chair or as a member of a committee shall not automatically disqualify a director from the office of director. The President shall be an ex officio member of each committee. Section 3 Committee Member Appointments With the advice and consent of the Board, the chair of each standing committee may appoint one or more members of the corporation to serve as members of the committee and assist in the work of the committee as may be necessary or desirable from time to time. 21 P a g e

22 Article 7 - Execution of Instruments, Deposits and Funds Section 1 - Execution of Instruments, Deposits and Funds The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent 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. Unless so authorized, no director, agent or member shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Section 2 - Checks and Notes All checks, drafts, orders for the payment of money, notes or other evidence of the indebtedness of the corporation, shall be signed by the Treasurer or the President. The Board may by written authorization of the President authorize the signing of these instruments by other Officers, Regular Members or agents of the corporation. Section 3 - Deposits All funds of the corporation shall be deposited to the credit of the corporation in such federally insured banks, trust companies or other depositories as the Board may select and all such funds shall be withdrawn only in the manner or manners authorized by the Board. Section 4 Gifts The Board may accept on behalf of the corporation any contribution, gift or bequest. 22 P a g e

23 Article 8 - IRC 501 (c) (3) Tax Exemption Provisions Section 1 - Limitations on Activities No substantial part of the activities of this corporation shall be for propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on or behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on a) By a corporation exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or b) By a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code. Section 2 - Prohibition against Private lnsurement No part of the net earnings of this corporation shall insure to the benefit of, or be distributable to, its members, directors or trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation. Section 3 - Distribution of Assets Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state. 23 P a g e

24 Section 4 - Private Foundation Requirements and Restrictions In any taxable year in which the corporation becomes a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation a) Shall distribute its income for said period at such time and manner as not to subject to tax under Section 4942 of the Internal Revenue Code; b) Shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code (Further clarified in Article 9 of these bylaws); c) Shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; d) Shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; e) Shall not make any taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code. 24 P a g e

25 Article 9- Conflict of Interest Policy Section 1 - Purpose The purpose of the conflict of interest policy is to protect this tax-exempt organization's corporation interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable organizations. Section 2 - Definitions a) Interested Person - Any director, principal officer, or member of a committee with Board of Directors delegated powers with a direct or indirect financial interest, as defined below, is an interested person. b) Financial Interest -A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 1) An ownership or investment interest in any entity with which the organization has a transaction or arrangement, 2) A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or 3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3(b), a person who has a financial interest may have a conflict of interest only if the appropriate Board of Directors or committee decides that a conflict of interest exists. Section 3 - Procedures a) Duty to Disclose - In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the 25 P a g e

26 opportunity to disclose all material facts to the directors and members of committees with Board of Directors delegated powers considering the proposed transaction or arrangement. b) Determining Whether a Conflict of Interest Exists -After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. c) Procedures for Addressing the Conflict of Interest 1) An interested person may make a presentation at the Board of Directors or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 2) The chairperson of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3) After exercising due diligence, the Board of Directors or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 4) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. d) Violations of the Conflicts of Interest Policy 1) If the Board of Directors or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 2) If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board of Directors or committee determines 26 P a g e

27 the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Section 4 - Records of Proceedings The minutes of the Board of Directors and all committees with board delegated powers shall contain: a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors or committee's decision as to whether a conflict of interest in fact existed. b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Section 5 - Compensation a) A voting member of the Board of Directors who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation. b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation. c) No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. 27 P a g e

28 Article 10 - Indemnification Section 1 Action The corporation shall indemnify any person who was or is a party or who is threatened to be made a party in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of his or her service as a director or officer or chair or a member of a committee of the corporation, or service in any other capacity at the express request of the Board or the President. This indemnity shall be for all expenses, including attorney s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person indemnified. This indemnity applies only where the person indemnified has acted within the scope of his or her authority, in good faith, and in a manner reasonably believed by the person indemnified to be in the best interest of the corporation. With respect to any criminal action or proceeding, this indemnity applies only where the person indemnified had no reasonable cause to believe his or her action was unlawful. It Is intended that this indemnity be equivalent in scope and limitations as that permitted under Section of the corporations and Associations Article of the Maryland Annotated Code, and the provisions of that Section are hereby incorporated into these bylaws by reference. Section 2 - Recipient The indemnification provided for in the preceding Section is not exclusive of any other rights to which any person seeking indemnification may be entitled under any bylaw, agreement, decision of the Board, or otherwise, and shall continue as to any person who has ceased to be an officer or member of the Board, and shall insure to the benefit of the indemnified person s personal representative, heirs, administrator or assigns. The Board may, by appropriate resolution, extend the indemnification provided in the preceding Section to any other agent, servant, or employee of the corporation. Section 3 Power to Purchase insurance The corporation shall have the power to purchase insurance on behalf of directors and any other indemnified person to provide for the payment of the indemnification set forth in these bylaws. 28 P a g e

29 Section 4 - Exclusions Anything in these bylaws to the contrary notwithstanding, no director, officer or other person shall be indemnified against any liability to the corporation or others, including attorney s fees and expenses, to which he or she is subject by reason of his or her willful misfeasance, bad faith, gross recklessness, or reckless disregard in the duties Involved in the conduct of his or her office or position. 29 P a g e

30 Article 11 - Amendment of Bylaws Section 1 Amendment These bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors, provided, however, that any final action on any proposed amendment to the bylaws shall be held over until at least the second regular meeting of the Board following the meeting at which such proposal is first submitted to the Board. Section 2 Disputes Disputes concerning the interpretation or application of these bylaws shall be resolved by the Board of Directors, whose decision shall be final. Article 12 - Amendment of Articles of Incorporation The Articles of incorporation may be amended after they have been discussed at a Board meeting and approved by an affirmative vote of two-thirds (2/3) of the entire Board. 30 P a g e

31 Adoption of Bylaws We, the undersigned, are all of the initial directors or incorporators of the corporation and we consent to, and hereby do, adopt the foregoing bylaws, consisting of preceding pages, as the bylaws of this corporation. Date of Adoption: 3/06/ P a g e