PHA BY-LAWS Adopted 8/27/2018 ARTICLE I. NAME AND PURPOSE ARTICLE II - MEMBERSHIP ARTICLE III MEETINGS OF MEMBERS ARTICLE IV BOARD OF DIRECTORS

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1 HA BY-LAWS Adopted 8/27/2018 ARTICLE I. NAME AND UROSE ARTICLE II - MEMBERSHI ARTICLE III MEETINGS OF MEMBERS ARTICLE IV BOARD OF DIRECTORS ARTICLE V GENERAL ORGANIZATIONAL OERATIONS ARTICLE VI TREASURY OERATIONS ARTICLE VII GENERAL RULES AND REGULATIONS ARTICLE VIII AMENDMENTS CERTIFICATION

2 HA BY-LAWS Adopted 8/27/2018 BYLAWS OF ROWLER HOCKEY ASSOCIATION, INC. NONROFIT ARTICLE I. NAME AND UROSE Section 1 Name: The name of the association shall be the ROWLER HOCKEY ASSOCIATION, herein known as HA. It shall be a nonprofit organization incorporated under the laws of the State of Ohio. Section 2 urpose: HA is organized exclusively for charitable and educational purposes under 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code. The purpose of the organization is: a. To provide instruction, education and training to junior high school and senior high school age individuals interested in participating in ice hockey activities and competitions; b. To provide individuals the opportunity to develop and improve their individual skills and capabilities to the maximum extent possible as a hockey player; c. To provide a meaningful environment in which teamwork concepts are taught and developed, through the participation in inter-scholastic hockey events and competition against other high school ice hockey clubs or teams d. In the course of providing these opportunities, teach life-lessons about dealing with adversity and success. ARTICLE II - MEMBERSHI Section 1 Eligibility for Membership: Membership shall a. Be open to families of junior high and high school students attending public, private or home schools within the territorial boundaries (school districts) set forth by the Ohio Scholastic Hockey League (OSHL). b. A member is defined as the family of a HA player. c. Membership begins when a player accepts either a player or alternate position on either the HA JV or Varsity team. d. Membership terminates when one of the following occurs: i. A player resigns or terminates their membership in writing to the Board. ii. A player exhausts their eligibility to participate in high school hockey.

3 HA BY-LAWS Adopted 8/27/2018 e. A member is in good standing if their player accounts are current and there are no past due invoices. In the event that the required fees or assessment are not received by the treasurer on the specified deadline date, the player will not be permitted to participate in any team practice or game, until arrangements have been made for the required payment in full. Section 2 Rights of Members: Members in good standing shall be: a. Able to participate in the activities associated with achieving the organization s purpose specified in Article I, Section 2. b. Eligible to vote on issues requiring a vote, in accordance with Article III, Section 6 of the by-laws; c. Membership shall receive, in writing, the full details concerning player fees and assessments. Section 3 Resignation and Termination: Members may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid fees, financial obligations or other charges previously accrued. Section 4 Non-Voting Membership: The board shall have the authority to establish and define non-voting categories of membership. ARTICLE III MEETINGS OF MEMBERS Section 1 Annual Membership Meetings: a. There shall be a minimum of one Annual Membership meeting during the season. b. At the annual meeting, the members shall elect directors and officers and receive reports on the activities and finances of the organization. c. The membership will receive an agenda at least 7 days in advance of the meeting. d. The location of the annual meeting shall be held at a location suitable to the Club membership Section 2 Special Membership Meetings: a. The resident, the Executive Committee, a simple majority of the board of directors, or through a petition signed by at least 25% of voting members may call special meetings. A petition for a special meeting must specify the topic(s) to be addressed. b. Whenever a special meeting is called for the membership, the notice of meeting to the membership will include an agenda identifying the reason(s) for the meeting. The business conducted at the special meeting will be limited to business specified on the agenda. c. Whenever a special meeting is called, the membership will receive an agenda at least 7 days in advance of the meeting.

4 HA BY-LAWS Adopted 8/27/2018 d. The location of all special meetings shall be held at a location suitable to the Club membership Section 3 Notice of Meetings: Notice (written, , posted on calendar, etc) of each meeting s time, date and location will be provided to the membership no less than 7 days prior to the meeting. Section 4 Quorum: Having at least 75% of the officers and 25% of the membership eligible to vote and in good standing at a properly announced meeting shall constitute a quorum. Section 5 rocedures: Robert s Rules of Order will govern any situation not specifically covered by the By-Laws. Section 6 Voting: a. Each family that is a member of the Club and in good standing will be eligible to vote. Each member will be allowed one vote per player. b. If a Club member in good standing cannot attend; a proxy vote will be accepted as an absentee vote. Absentee proxy voters must provide a signed statement or to the secretary indicating who is authorized to vote their proxy. c. All issues to be voted on shall be decided by a simple majority of those present ARTICLE IV BOARD OF DIRECTORS Section 1 Board Size and Role Board Size: a. The board shall have up to 7 but no fewer than 4 voting members. The table below summarizes the board make-up: HA Board Composition The Officers of the Board Additional Voting Non Voting Member Voting Members Board Members resident Three (3) at Vice resident resident Emeritus large board Treasurer members Secretary b. The board shall have one non-voting position, resident Emeritus. c. The officers comprise the Executive Committee. d. No more than two of the seven voting board members may be the parent of a senior. For the purposes of this rule, when a family has multiple children participating in the organization, the grade of the youngest child shall be used in making this determination.

5 HA BY-LAWS Adopted 8/27/2018 e. At least two of the seven voting board members must be associated with the JV team. Their roles may either be as an officer or as an at large voting member. f. Board members may not be an active coach of a HA hockey team. Board Role: The board is responsible for: a. The overall policy and direction of the organization; b. Managing the corporation s finances in a manner consistent with the organization s purpose; c. Securing Club members or volunteers for all positions required by USA Hockey and Mid-American Hockey; d. Coordinating the hiring of all coaches and other contractors. Unless approved by the board membership, all contracts will be no more than one year in duration and will terminate at the end of each playing season; e. Monitoring adherence to the contracts entered into by the organization; f. Establishing, maintaining, implementing and communicating the policies necessary for proper operation of the HA organization. g. Adhering to the HA Conflict of Interest policy. Section 2 Terms: a. All board members shall serve one year terms b. There are no term limits for board members. Section 3 Board Meetings and Notice: a. The Board of Directors shall hold meetings as often as necessary. b. Regular Board Meetings: i. At least four regular board meetings shall be held each year, at an agreed upon time and place. ii. The dates and times of all regular board meetings shall be posted on the team calendar at least 7 days in advance. iii. Members wanting to discuss specific topics at these meetings must submit topics for inclusion in the agenda at least 7 days in advance. c. Special Board Meetings: i. These may be called by the resident, the Executive Committee, or a simple majority of the board of directors Section 4 rocedures: Robert s Rules of Order will govern any situation not specifically covered by the By-Laws. Section 5 Board Elections: a. Elections will be held annually. b. Officers shall be elected at annual meeting.

6 HA BY-LAWS Adopted 8/27/2018 c. The at large board members will be elected in the fall, once the Varsity and JV teams have been selected. d. Generally, board elections will occur at, or within 2 weeks after the year-end team banquet. e. Membership voting procedures will follow those identified in Article 3, Section 6 Section 6 Officers and Duties: There shall be five officers of the board, consisting of the resident Emeritus, resident, Vice-resident, Secretary and Treasurer. All officers must be in good standing. Their duties are as follows: a. resident Emeritus Duties shall include, but not be limited to: (1) roviding advice and continuity to the board; (2) Attend all the Club Board meetings as an advisor; and serve as a non-voting member of the Board of Directors. b. resident Duties shall include, but not be limited to: (1) Convene and preside over all regular meetings; (2) reside or arrange for others members of the Executive Committee to preside at each meeting in the following order: vice-president, secretary, treasurer; (3) erform such duties usual to the office of the resident, including the power to call special meetings of the Club at his/her discretion and the power to address questions arising from incidents not provided for in the club s Rules, Regulations and By-Laws; (4) Attend or appoint two voting members to represent the Club at meetings of the Ohio Scholastic Hockey League. (5) Sign checks and contracts with the Treasurer as necessary on the club s account (6) repare agendas for all meetings and provide them to the secretary for distribution. c. Vice-resident Duties shall include but not be limited to: (1) Assuming the duties of the resident in the absence of the resident; (2) Acting as the parliamentarian and follow Robert s Rules of Order in conducting all organizational and board meetings

7 HA BY-LAWS Adopted 8/27/2018 (3) Responsible for securing and providing all necessary documentation needed for League/USA hockey registration to League registrar. d. Treasurer Duties shall include but not be limited to: (1) Make a financial report at each regular board meeting; (2) Lead the board in developing an annual budget (3) Responsible for the funds of the club; (4) Sign checks and contracts with the resident on the club s account; (5) Render the annual Treasurer s report; (6) Advise on the paying status of members; (7) Make disbursements as approved and report activity at each board meeting; (8) Make financial information available to the board members and public, as needed; (9) Maintain all financial records of the club for the playing year, which shall be audited once a year by a special committee appointed by the resident and Vice-resident. e. Secretary Duties shall include but not be limited to: (1) Keeping records of the board actions, including overseeing the taking of the minutes of all board meetings; (2) Sending out announcements (3) Distributing copies of an agenda prior to each regular and special meeting of the board or general membership (4) Keeping minutes for all regular and special meetings of the board or general membership (5) Advising Club members of meetings and other important information; (6) Maintaining the By-laws of the Club in current condition reflecting all modifications enacted by the Club.

8 HA BY-LAWS Adopted 8/27/2018 (7) Maintaining the official copy of all HA olicies Section 7 At Large Board Members and Duties: These board members have full voting rights and are expected to attend all board meetings. Duties shall include, but not be limited to, serving as a liaison between the Board and the parents of the players and the team captains. Section 8 Quorum: A quorum for meetings requires at least 67% of the voting board members be in attendance. Section 9 Resignations, terminations or absences: Resignation from the Board must be in writing and received by the secretary. A board member shall be terminated from the board due to excessive absences, defined as more than three unexcused absences from board meetings in a year. A board member may be removed from the board for other reasons by a three-fourths vote of the remaining voting directors. Section 10 Vacancies: In the event of the vacancy of an officer position, the following will occur: resident Emeritus In the event there is no past resident to fill the vacancy, this office shall remain vacant until the next regularly scheduled election of the Club officers. resident The Vice-resident shall assume the duties of the resident until the next regularly scheduled election of the Club officers. Vice-resident A special members meeting will be held to elect a new Vice-resident; nominations should be received by the secretary and listed in the meeting announcement to the membership Treasurer A qualified person will be sought; A special members meeting will be held to elect a new Treasurer; nominations should be

9 HA BY-LAWS Adopted 8/27/2018 received by the secretary and listed in the meeting announcement to the membership Secretary A special members meeting will be held to elect a new secretary; nominations should be received by the resident and listed in the meeting announcement to the membership. The resident shall also ensure that the secretary s responsibilities are carried out during this meeting. At Large board member vacancies may be filled through a special meeting of the necessary membership. Otherwise, these positions will remain open. Section 11 Special Meetings: a. Special meetings of the board shall be called upon the request of the resident or at least one third of the board. Notices of special meetings shall be sent out to the board by the secretary. ARTICLE V GENERAL ORGANIZATIONAL OERATIONS Section 1 Employment Decisions: a. The Board is responsible for hiring all contractors that work for the club. Section 2 Normal Tournament and League lay a. The varsity and JV teams will participate in their respective Ohio Scholastic Hockey League (OSHL). b. The teams will participate in a number of tournaments throughout the year c. Scrimmages may be added to the schedule at the discretion of the coaches. Section 3 Annual Evaluation rocess a. Each year, the members will be given the opportunity to evaluate all aspects of the club s operations. This includes, but is not limited to, coaching performance, board performance and other events. Section 4 layer Discipline a. layer discipline is fundamentally a coaching responsibility. b. However, as specified in the Coach s Code of Conduct, the board will act as a disciplinary review committee which is responsible for reviewing serious or repeated misconduct offenses and determining appropriate action(s). ARTICLE VI TREASURY OERATIONS

10 HA BY-LAWS Adopted 8/27/2018 Section 1 Fiscal Year: The club s fiscal year will run from July 1 June 30 Section 2 Fund Management: a. All funds paid to the Club from registration, fees, grants, official fees, gate receipts, subscriptions, private donations, contributions, surcharges, advertising and any other sources including refunds shall be deposited in a suitable bank under the name rowler Hockey Association 1. When donations to the club are generated based on charitable work done by club membership, these funds will be used to reduce hockey fees equitably across all players. 2. When donations to the club received where membership charitable work is not required (ie McConnell Foundation, etc), these funds will be used equitably for the benefit of all players a. The Club accounts receivable and accounts payable shall be processed through the Treasurer s office. b. Expenditures shall be at the discretion of the Club membership or as deemed necessary by the resident and Treasurer. c. Checks may be signed by either the resident or Treasurer. d. All funds and accounts maintained by the Club shall be identified and reported in full written format at the Annual Meeting, regular board meetings or at any other time at the discretion of the Club officers. Such reports shall include sources of revenue and amounts of disbursements by category. e. All records and correspondence relating to the financial matters of the Club shall be available for an annual audit of the Club s financial status at the end of the fiscal year. Once completed, the results of this audit shall be communicated to the membership in a timely fashion. f. Any past due accounts not fulfilled by the appointed dates set forth by the Board of Directors or delegated Officer, Trustee or volunteer shall render the player under inactive status until such time as the funds are collected and the account is brought current. Section 3 Net Assets: a. Net Assets are defined as Total Expected Revenue Total Expected Expenses for a fiscal year period. b. HA s net assets shall not be expected to exceed $2,000 during any annual fiscal year period.

11 HA BY-LAWS Adopted 8/27/2018 c. HA s total accumulated net assets shall not be expected to exceed $5,000 at the end of a fiscal year. ARTICLE VII GENERAL RULES AND REGULATIONS Section 1 Conduct: a. The Club membership shall plan and execute the Constitution, By-laws, and establish any team Rules and Regulations or olicies for the proper management of the club. b. The Club shall adhere to the rules and regulations of USA Hockey, Inc. as directed in the USA Hockey Annual Guide and all the rules as published in the USA Hockey Official laying Rules. c. The Club players, parents and coaches shall be required to conduct themselves according to their respective code of conduct established by USA Hockey, the Ohio Scholastic Hockey League and HA. Section 2 Dissolution: a. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c )(3) of the Internal Revenue Code or corresponding section of any future federal tax codes. ARTICLE VIII - AMENDMENTS Section 1 Amendments to the By-Laws of the Club shall be placed before the membership for discussion and balloting during either annual or special membership meetings, as long as a quorum of at least 75% of the officers and 25% of the eligible membership in good standing is present. Section 2 Balloting on amendments to the By-laws may be either by a counted show of hands or written ballot. A two-thirds majority of the Club members present and in good standing shall carry the vote. CERTIFICATION These by-laws were approved by vote of the eligible members on August 27, 2017.