Junior Lions Lacrosse Club Bylaws

Transcription

1 Junior Lions Lacrosse Club Bylaws I. Name This association shall be called the Junior Lions Lacrosse Club (JLLC) The JLLC is incorporated in Illinois under the name JR. LIONS LACROSSE. II. Affiliations The JLLC shall be affiliated with U.S. Lacrosse. III. Mission The mission for which the JLLC is formed is: JLLC is founded to provide the children and families who are strongly considering Saint Viator High School the opportunity to learn the game of lacrosse in a safe environment that provides the possibility for all players of all abilities to develop skills and game knowledge. IV. Membership A. Player Requirements 1. All players must be registered as a JLLC member and must have fees paid as per JLLC registration agreement prior to participating in any JLLC sponsored activity. 2. All players must be U.S. Lacrosse members to participate in any JLLC sponsored activity. U.S. Lacrosse membership will be systematically verified to ensure that all players are members for the duration of the season. 3. A parent or legal guardian of each player must execute a waiver of liability holding JLLC harmless prior to player participation in any JLLC sponsored activity. B. Voting Members Members of the Board of Directors shall have voting rights during the term of their service. C. Non-Voting Members All parents and sponsors of lacrosse players, who are not members of the Board of Directors, participating in any of the programs of the JLLC shall be non-voting members; however, such non-voting members may vote in General Elections at the Annual General Meeting for the purpose of electing JLLC Board Members provided they are members in good standing and all debts and obligations to the JLLC are paid in full. V. Governing Body The Board of Directors shall govern the day-to-day operation of the JLLC within the scope of the Bylaws and the policy guidelines set by the Bylaws. 1

2 VI. Amendments to the Bylaws Once adopted, these Bylaws shall be amended only by a majority vote of the Voting Members (see Article IV) at the meeting of the JLLC (see Article X). VII. Conflict Of Interest A. Purpose The purpose of the conflict of interest policy is to protect JLLC interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of JLLC. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. B. Definitions 1. Interested Person - Any director, principal officer, or member of a committee with governing board delegated powers, which has a direct or indirect financial interest, as defined below, is an interested person. 2. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which JLLC has a transaction or arrangement. b. A compensation arrangement with JLLC or with any entity or individual with which JLLC has a transaction or arrangement, or family. c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which JLLC is negotiating a transaction or arrangement. C. Procedures 1. 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 opportunity to disclose all material facts to the director and member committees with governing board delegated powers considering the proposed transaction or arrangement. 2. 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/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon (see Article X). The remaining board and committee members shall decide if a conflict of interest exists. 2

3 3. Procedure for Addressing the Conflict of Interest a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on (see Article X), the transaction or arrangement involving the possible conflict of interest. b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the governing board, or committee shall determine whether JLLC 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. d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote (see Article X) of the disinterested directors whether the transaction or arrangement is in JLLC s best interest, for JLLC s own benefit, and whether the transaction or arrangement is fair and reasonable. In conformity with the above determination the governing board or committee shall make a decision as to whether to enter into the transaction or arrangement. 4. Violations of the Conflict of Interest Policy a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, the governing board or committee shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the member s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, the governing board or committee shall take appropriate disciplinary and corrective action. c. All proceeding will be recorded in the minutes of the governing board or committee, with each member s conflict of interest, or allegations thereof. 5. Annual Statements - Each director, principal officer and member of a committee with governing body delegated powers shall annually be sworn by the secretary, affirming that they are aware of this policy, have read this policy, and have agreed to comply with this policy. 3

4 6. Periodic Reviews To ensure that JLLC operates in a manner compliant with charitable purpose and does not engage in activities that could jeopardize JLLC s tax exempt status, periodic reviews of all transactions and arrangements shall be conducted. VIII. BOARD OF DIRECTORS A. The Board of Directors shall be five (5) and consist of the following elected offices: President, Vice-President, Secretary, Treasurer, Director of Coaching. The number of Directors may be increased to any number or decreased to not fewer than three (3) from time to time by amendment of this Section. B. The day to day business of the JLLC shall be governed by the Board of Directors. C. The act of the majority, of those present and voting (see Article X), shall be the act of the Board of Directors. D. Where there is an insufficient number of items to hold a meeting, the President may poll by telephone and/or all the members of the Board of Directors to obtain their vote, and notify each member of the Board within three days of the date of the vote as to the results. E. In the event of a vacancy in any of the elected offices through resignation or other causes, the Board of Directors, by a majority vote (see Article X) may fill such a vacancy for the unexpired portion of the term. F. Removal of any Board member (for sufficient cause) requires a majority vote of the Board of Directors (see Article X). G. Removal of a person from an appointed office requires a majority vote of the Board (see Article X). H. A Director may resign by delivering his or her written resignation to any other member of the Board of Directors or to a meeting of the members or Directors. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states. The resigning Director shall provide for an orderly transition of his/her duties to a person designated by the remainder of the Board of Directors. IX. ELECTIONS A. Annual elections will have a maximum of three Directors on any given ballot. There are no limits on the number of terms a Director can serve. 4

5 Candidates and Directors must be residents of the State of Illinois, but need not be residents of the Village of Arlington Heights. Candidates must have served two years minimum in one of the following positions to be eligible for election: non-voting member, coach, or Director. The offices of President, Vice-President, Treasurer, Secretary, and Director of Coaching shall be elected for a 2 year term from the Members (see Article IV), except the initial President and Director of Coaching shall each have a 4 year term. This election shall be held at the end of each season during the August monthly meeting, which will be the Annual General Meeting. A nominee for an office must have signatures from 2 current voting members (see Article IV) or signatures from 10 current non-voting members and a signature from one current voting member (see Article IV). B. The nominees shall meet with the Board of Directors not less than twenty-one (21) days prior to the Annual General Meeting or submit in writing to the Board to present their request to be placed on the ballot. C. All elections will be conducted by paper ballots at the Annual General Meeting. Each Member present at the Annual General Meeting shall vote one time for each office. D. The nominee receiving the greatest number of votes deemed elected to the office. Tie-breaker is determined by immediate and direct vote of the seated Board of Directors. E. Vacancies not filled at the time of the Annual General Meeting, or occurring during the year, may be filled by a majority vote of the Board of Directors (see Article X). F. The newly elected officers shall take office on the third Thursday of November at the monthly meeting. G. The fiscal year of JLLC shall begin on January 1 and end on December 31. X. MEETINGS A. The Board of Directors shall hold, as a minimum, a regular meeting on the third Thursday of each month October to June of the next year. B. Any member of the Board of Directors may call for a Board of Directors meeting. Seven (7) days notice in writing shall be given to the Secretary. C. A meeting of the Board of Directors may be called at any time by the President. Seven days notice shall be given by the Secretary prior to the scheduled meeting. D. No votes can be taken or amendment made at a meeting without a quorum present (a simple majority of the standing Board of Directors). 5

6 E. Board members not present may designate proxy to any other board member. Proxy must be in writing/ and designate must have letter/ in hand at meeting in order to be counted as a valid vote. XI. AMENDMENTS TO THE BYLAWS A. The Junior Lions Lacrosse Club Bylaws may be amended by a majority affirmative vote by a Board of Directors meeting (see Article X). B. The proposed amendment shall have been sent to each member at least fourteen (14) days prior to the meeting. XII. COMMITTEES A. Committees may be formed for any specific purpose not contrary to the purpose of JLLC. All committee members shall be approved by the Board of Directors. All committees approved by the Board of Directors shall have at least 1 Board member as part of stated committee. XIII. GENERAL A. No officer or other voting member of this association shall receive any fee for activities concerned with his or her official office except for the specified purpose of coaching in the JLLC. B. Payment for any personal expenses of the coaches must be approved by a majority of the Board of Directors. C. Any action or behavior which may be contrary to the spirit of the purpose of the association may be investigated by the Disciplinary Committee consisting of three (3) members appointed by the Board of Directors. One of these three (3) members shall be the VP who will chair the Disciplinary Committee. The Disciplinary Committee shall have the power to recommend disciplinary action to the Board of Directors by filing a written report. Where disciplinary action is recommended against a person, the person shall be furnished with a copy of the report and shall have the opportunity to appear before the Board of Directors and be heard, or file a written opposition to the report. The Board of Directors shall either: Take such action as recommended by the Disciplinary Committee Vote to dismiss the report Recommit it for further report No disciplinary action may be taken by the Board of Directors except within twenty-one (21) days of the formation of the Disciplinary Committee. 6

7 Any behavior that results in ejection of any member (see Article IV) from an event by an official shall result in immediate ejection from event and immediate suspension from play/participation/attendance for, at minimum, the next one game. D. Coaching assignments must be approved by the Board of Directors. E. The Board of Directors shall review and adopt or revise the rules and policies of the JLLC on or before the first of December of each year. XIV. ELECTED OFFICERS DUTIES A. President 1. Calls to order business meetings of the Board of Directors and the General Meeting administers the setting and distribution of an agenda for each business meeting of the Board of Directors and the General Meeting. 2. Serves as official member of all committees. 3. In instances where disciplinary measures appear appropriate or are recommended, the President will convene a special meeting of the Board of Directors. 4. Shall be authorized to arbitrate all matters. 5. In the case of a tie, the President shall cast the deciding vote. 6. The President, and/or Treasurer shall have power to sign all checks and bank withdrawals. 7. Any expense must be approved by the Board. 8. The President, or designate from current BOD, is required to attend all scheduled JLLC meetings. B. Vice-President 1. In the absence of the President, the Vice-President shall be acting President. 2. Work directly with coaching staff and president 3. Shall perform other such duties as from time to time may be assigned by the President or the Board of Directors. 4. Chairs the Disciplinary Committee as it pertains to lacrosse. 5. Will assist the Secretary. 6. Adjudicates team or parent protests through impartial fact finding and arbitration 7. Receives and records player and coach/member (see Article IV) ejections. C. Secretary 7

8 1. Notifies the Board of Directors of Board meetings and regular meetings both as determined by the President. 2. Notifies the members of regular meetings via the mail or Coordinates and maintains all JLLC correspondence within and outside the JLLC. 4. Shall maintain a copy of the Bylaws for any member requesting said Bylaws. 5. Shall track agenda items set by the President and record Board meeting notes pertinent to the agenda items. The Secretary shall provide the meeting notes to the President for approval following each Board meeting. D. Treasurer 1. Collects and disburses funds as operational necessity dictates. 2. Manages bank accounts as necessary. 3. Keeps records of receipts and expenditures of the JLLC. 4. Renders statement of financial condition on a monthly basis. 5. Creates annual budget to be approved by the Board of Directors. 6. Assists the President in his duties. E. Director of Coaching 1. Responsible for ensuring that coaches are properly trained. 2. Maintains a relationship with Saint Viator coaching staff so as to benefit the JLLC coaching staff. 3. Makes sure that all coaches have necessary equipment for teams and all practice fields are properly maintained. 4. Attends all league meetings and ensures all coaches are apprised of all information pertaining to the season. 5. Any other duties as deemed necessary by the Board. XV. SELECTION OF COACHES A. All Head Coaches must be at least eighteen (18) years of age and must be approved by the Board of Directors B. All Assistant Coaches will be selected by the Head Coach, and must meet with Board approval. 8

9 C. Board of Directors maintains right to remove any Head Coach or Assistant Coach if said coach is not coaching in accordance with JLLC mission. D. Lacrosse Head Coaches must understand and be experienced in coaching under the League rules and regulations. XVI. TEAM MEMBERSHIP / FINANCES A. Based on the financial needs to operate the association, the Board will determine the cost of registration for all teams and squads. XVII. PERSONAL LIABILITY The Directors and officers of the JLLC shall not be personally liable for any debt, liability, or obligation of the JLLC. All persons, Corporations or other entities extending credit to, contracting with, or having any claim against the Corporation may look only to the funds and property of the JLLC for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the JLLC. XVIII. INDEMNIFICATION The JLLC shall, to the extent legally permissible and only to the extent that the status of the. Corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, is not affected thereby, indemnify each of the JLLC Directors, officers, employees and other agents (including persons who serve at the request of JLLC as Directors, officers, employees or other agents of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the JLLC; provided, however, that as to any matter disposed of by a compromise payment by such Director, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the JLLC, after notice that it 9

10 involves such indemnification: (a) by a disinterested majority of the Directors then in office; or (b) by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the JLLC; or (c) by a majority of the disinterested members entitled to vote, voting as a single class. Expenses including counsel fees, reasonably incurred by any such Director, officer, Director, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the JLLC in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the JLLC if he shall be adjudicated to be not entitled to indemnification under applicable state law. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any Director, officer, employee, or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms "Director", "officer", "employee", and "agent" include their respective heirs, executors and administrators, and an "interested" Director is a Director against whom in such capacity the proceedings in question or another proceeding on the san1e or similar grounds is then pending. XIX. DISSOLUTION The JLLC may be dissolved by a majority affirmative vote by the Board of Directors. If the Board of Directors votes to dissolve the JLCC, after all expenses and debts of JLLC are paid, all remaining assets of the JLCC, whether such assets are equipment or money, shall be donated to the Saint Viator Lacrosse Program

11 Signed this day of, 2014: President Vice -President Secretary Treasurer Director of Coaching VERSION CONTROL Version Date Author Comments 1. Dec-2013 JLLC original Bylaws released 2. Jul-2014 MCZ Amendments to voting member requirements 3. Oct-2015 MCZ Amendments to IX and X to change meetings and elections to Thursdays, rather than Wednesdays 4. Nov-2015 MCZ Amendment to IX A to specify two year terms 5. Dec-2015 MCZ Addition of Dissolution Section XIX 11