Bedford Youth Lacrosse Association, Inc. Organizational By-Laws 10/25/2006 ARTICLE I: NAME 2 ARTICLE II: PURPOSE 2 ARTICLE III: MEMBERSHIP.. 2 ARTICLE IV: DUES.. 3 ARTICLE V: BOARD OF DIRECTORS. 3 ARTICLE VI: OFFICERS 4 ARTICLE VII: DUTIES FOR ELECTED OFFICERS.. 4 ARTICLE VIII: MEETINGS. 8 ARTICLE IX: FINANCIAL & ACCOUNTING 9 ARTICLE X: RULES & INTERPRETATIONS 9 ARTICLE XI: AFFILIATIONS...10 ARTICLE XII: INDEMNIFICATION...10 ARTICLE XIII: AMENDMENTS... 10 BY-LAWS Page 1 of 10
ARTICLE I: NAME The organization will be known as the Bedford Youth Lacrosse Association. It may also be referred to by its predecessor names of the Boys & Girls Lacrosse Club of Bedford, and the Bedford Lacrosse Club as long as said names continue to be registered with the Secretary of State s Office, State of New Hampshire. Individual teams will be referred to as the Bedford Cannons, and the Bedford Lady Cannons. For purpose of brevity, the organization my be referred to as BYLA or the CLUB. By any of its names, the corporation will be a duly registered nonprofit corporation and will operate in accordance with the rules and regulations of section 501(c) (3) of the Internal Revenue Code. ARTICLE II: PURPOSE As stated in its mission statement, the purpose of BYLA is to safely promote the game of lacrosse to boys and girls within the town of Bedford, New Hampshire. To instruct, coach, train and teach the fundamentals, skills, techniques and strategies of lacrosse in a fun and learning environment. To establish, organize, support, sponsor and conduct amateur lacrosse related activities and competitive events. To represent the town of Bedford with a quality program and show sportsmanship and fair play when hosted by other communities and to accomplish our mission with the best interests of the children in our program in mind. ARTICLE III: MEMBERSHIP 1. Membership in the BYLA shall be open to any individual who has an interest in furthering the mission of the organization and who has a genuine interest in promoting youth lacrosse activities in the Town of Bedford, NH. The organization will not discriminate against any individual desiring to become a member on the basis of race, creed, gender, religion, political affiliation or disability. No participant will be denied membership due to his or her inability to pay any required fees. All members must complete a Board approved membership application in order to be considered for membership. Each membership application is to be approved by the Board of Directors and will entitle the individual member to the full rights and benefits of membership in the organization. The Board of Directors may from time to time establish additional membership criteria and rules, and establish one or more additional classes of membership with such rights and privileges as the Board may determine. 2. Annual membership dues, if any, shall be set by the Board of Directors. Dues must be paid in full in order to qualify for membership in good standing except for inability to pay as noted above. The Board of Directors shall be the final judge of membership status. 3. Membership shall not be transferable or assignable. BY-LAWS Page 2 of 10
4. Membership entitles each member to one vote on all matters submitted to the membership for vote. No proxy voting shall be allowed. The Secretary of the Board of Directors shall maintain a current roster of the membership. Members in good standing, as shown on the roster of membership, shall be entitled to vote on (a) annual elections of officers, and (b) any other matter or issue which the Board of Directors properly votes to submit to the full membership for a vote. Votes of the membership shall be decided by a simple majority (51 %) of the members voting. 5. There shall be an annual meeting of the membership held each year in September, for the election of officers and appointment of representative directors, and for any other business. Other meetings of the membership shall be held as noticed by the President. 6. All members are invited and encouraged to attend all meetings of the membership and all meetings of the Board of Directors. ARTICLE IV: DUES A reasonable participation fee may be assessed as a participant s obligation to assure operational continuity of the BYLA. Fees will be set by the Board of Directors. At no time will the payment of a fee be a prerequisite for participation in the program. ARTICLE V: BOARD OF DIRECTORS 1. The Board of Directors ("Board") shall manage the affairs and conduct the business of the organization, and shall have all power and authority incident and necessary to carrying out such duties not inconsistent with these By-laws or the Articles of Agreement. 2. The Directors of the Board shall be comprised of no less than seven (7) nor more than eighteen (18). 3. Each director shall be entitled to one vote on all matters voted on by the Board. Except as otherwise provided in these By-laws, votes of the Board shall be decided by a simple majority (51%) of the directors attending assuming a Quorum requirement has been met. 4. An initial organizational meeting of the Board shall be held annually in September, immediately following the annual meeting of the Membership. Other meetings of the Board shall be held as noticed by the President or the Secretary. The President shall preside over all meetings of the Board. At all meetings of the Board, the presence of 51% of the directors shall constitute a quorum. 5. Each director shall hold office until the next annual meeting of the membership and until his or her successor shall have been duly elected or appointed. This shall not prohibit a director from holding office for successive terms. Any vacancy occurring on the Board, and any new representative director position to be filled by reason of an increase in the allowed number of representative directors, may be filled by interim appointment by the Board. Any director so appointed shall serve until the next annual meeting of the membership and until his or her BY-LAWS Page 3 of 10
successor shall have been duly elected or appointed. 6. Directors shall not receive or be entitled to any compensation or salary for service as a Director to the Association. The Board shall consist of six elected Officers; the President, Vice President / Operations, Boys Coordinator, Girls Coordinator, Secretary and Treasurer. The remainder of the Board shall be appointed by the Officers (appointed by simple majority vote of the Officers present) and may consist of any position the Officers shall deem necessary to carry out the duties of the Board. Examples are Equipment Manager, Field Coordinator, Girl s Officials Coordinator, Boy s Officials Coordinator, Publicity Director, Registrar, Scheduling Coordinator, Webmaster (nonvoting) and Past President (One year after leaving office). The Officers shall be elected at the annual meeting of the members and shall hold office for a period of one (1) year or until their successors are elected and have been qualified. Any member may nominate a full slate of officers which should include an individual willing to serve for each of the 6 required officer positions. If any Director is not in attendance at three (3) consecutive meetings of the Board, they shall be subject to removal by a majority vote of the Officers. ARTICLE VI: OFFICERS 1) The Board shall consist of six Officers; the President, Vice President, Boys Coordinator, Girls Coordinator, Secretary and Treasurer. The officers shall be elected annually by the membership at the annual meeting of the membership. Each officer shall hold office until the next annual meeting of the membership and until his or her successor shall have been duly elected. This shall not prohibit an officer from holding office for successive terms. Each officer shall be a member of the Board of Directors. Any office vacated because of resignation or otherwise may be filled by interim appointment by the Board. Any officer so appointed shall serve until the next annual meeting of the membership and until his or her successor shall have been duly elected by the membership, or duly appointed by the Board of Directors. ARTICLE VII: DUTIES OF ELECTED OFFICERS 1: PRESIDENT 1. Conduct the affairs of the Association, and execute the policies established by the Board of Directors. 2. Present a report of the condition of the Association at the annual meeting. 3. Communicate to the Board of Directors such matters that are appropriate and make suggestions to promote the welfare of the Association. BY-LAWS Page 4 of 10
4. Be responsible for the conduct of the Association, and insure conformity to the policies, principles, rules and regulations of the New Hampshire Youth Lacrosse Association and the US Lacrosse Association. 5. With the assistance of the registration coordinator, examine the applications and support proof of age documents, health certificates, and residences of all potential players before that player participates in any events sponsored by the Association. 6. Acts as the liaison and the Association s representative at meetings and events of the US Lacrosse Association, the New Hampshire Youth Lacrosse Association, the New England Chapter of the US Lacrosse Association, the Town of Bedford Parks and Recreation Commission, the Town of Bedford, M.O.L.D., and any other youth sports organization which shares the Association s mission. 2: VICE PRESIDENT / OPERATIONS 1. In case of absence, disability or by delegation of the President, and provided he or she is authorized by the President of the Board to so act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of that office and shall have such other duties as from time to time may be assigned by the Board of Directors or by the President. 2. Shall serve at the chief operating officer of the Association. Responsibilities include but are not limited to the following: a. Drafts rules and regulations for adoption by the Board of Directors b. Reviews By-laws annually and makes suggested changes and revisions for adoption by the Board of Directors and submission to the membership c. Reviews Articles of Incorporation annually and makes suggested changes and revisions for adoption by the Board of Directors and submission to the membership d. Leads Fundraising and Sponsorship programs e. Coordinates team parents f. Selects tournaments and other functions for participation by the Association 3. Will set in place, distribute and rely on a policy and procedures manual to convey the policies and procedures of the organization. At a minimum, this manual will include the following items: 1. A Code of Conduct Policy for Players, Spectators, Board of Directors, Parents, Officials and Members. 2. A Grievance Procedure for Players, Spectators, Board of Directors, Parents, Officials and Members. BY-LAWS Page 5 of 10
3. A Disciplinary Policy for Players, Spectators, Board of Directors, Parents, Officials and Members. 3: SECRETARY The Secretary shall attend all meetings of the membership and of the Board and keep minutes of all meetings in the books of the Association; see that all notices are duly given in accordance with the direction of the President and Board; be custodian of the corporate records and operations manual; maintain a current roster of the membership on behalf of the Board; and in general perform all duties incident to the office of Secretary and such other duties and functions as may from time to time be assigned by the President or the Board 4: TREASURER 1. The Treasurer shall have general charge of and responsibility for all funds of the Association, shall maintain an accurate account of all receipts and expenditures, and shall collect membership dues and other dues, fees or charges as directed by the Board, or as required under the Association s Rules & Regulations. The Treasurer shall deposit and disburse the funds of the Association as may be ordered or directed by the Board or the President in the proper exercise of his or her powers. The Treasurer shall perform such other duties and functions as may from time to time be assigned by the President or the Board. 2. Prepare an annual budget under the direction of the President for submission to the Board of Directors at the Annual Meeting. 3. Submit a written treasurer's report at every scheduled meeting of the Board of Directors and of the membership. 5: BOYS COORDINATOR: 1) The Boys Coordinator has general charge and responsibility for all the boys teams and for the registration of all boys players. 2) Recruits, trains, and retains all boy s head coaches. Assists the head coach with the recruitment, training and retention of assistant coaches as well as team parents and any adult helpers. 3) Ensures the adequacy of all team equipment including goals, goalie equipment, balls, game clocks, horn, etc. Inventories all such equipment and ensures that the equipment is kept safe and stored properly during the off-season. BY-LAWS Page 6 of 10
4) Maintains communication with all boys head coaches, and ensures each boy s team is informed of all policies and procedures of the Association. 5) Enforces the Conduct Policy, Grievance Procedure, and Disciplinary Policy of the Organization in accordance with the Vice President of Operations. Will carry out and enforce any other Policies and Procedures set forth by the Association through its Board of Directors and as directed by the Vice President of Operations. 6) Maintains liaison relationship with boys players and acts as their advocate for any issues that may arise compromising the integrity of the program. 7) Ensures the appropriate level of officiating for each boy s home game and any contest hosted by the Association. 6: GIRLS COORDINATOR: 1) The Girls Coordinator has general charge and responsibility for all the girls teams and for the registration of all girls players. 2) Recruits, trains, and retains all girl s head coaches. Assists the head coach with the recruitment, training and retention of assistant coaches as well as team parents and any adult helpers. 3) Ensures the adequacy of all team equipment including goals, goalie equipment, balls, game clocks, horn, etc. Inventories all such equipment and ensures that the equipment is kept safe and stored properly during the off-season. 4) Maintains communication with all girls head coaches, and ensures each girl s team is informed of all policies and procedures of the Association. 5) Enforces the Conduct Policy, Grievance Procedure, and Disciplinary Policy of the Organization in accordance with the Vice President of Operations. Will carry out and enforce any other Policies and Procedures set forth by the Association through its Board of Directors and as directed by the Vice President of Operations. 6) Maintains liaison relationship with girls players and acts as their advocate for any issues that may arise compromising the integrity of the program. 7) Ensures the appropriate level of officiating for each girl s home game and any contest hosted by the Association. BY-LAWS Page 7 of 10
ARTICLE VIII: MEETINGS 1: ANNUAL MEETING The Annual Meeting of the Members of the Association shall be held during the month of September of each year for the purpose of electing Officers and conducting any other business which may arise from time to time. (A.) NOTICE OF ANNUAL MEETING Notice of Annual Meeting shall be mailed, emailed, or otherwise delivered to each member at their last recorded address at least ten (10) days in advance thereof, setting forth the place, time and date and purpose of the meeting; or in lieu thereof, notice may be given in such form as may be authorized by the members from time to time at a regularly convened meeting. 2: REGULAR MEETINGS Regular meetings of the Board members will be held monthly from September to June, subject to the direction of the Board of Directors. Place, date, time and agenda will be set by the President of the Board of Directors. 3: SPECIAL MEETINGS Special meetings of the members may be called by the Board of Directors or by the Secretary or President at their discretion. Upon written request of twenty five (25) members, the President shall call a special meeting to consider a specific subject. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the membership. 4: QUORUM The presence in person of at least 25 members of the current registered membership during any meeting of the membership shall constitute a quorum. The presence in person of at least 5 of the members of the Officers shall constitute a quorum. The presence in person of at least fifty one percent of the members of the Board of Directors during any meeting of the Board will constitute a quorum for that Board meeting. There shall be no meeting of the Board or the Officers unless so called by either the President or the Secretary. 5: VOTING Each Board member shall be entitled to one vote at any meeting of the membership or Board of Directors. Each member is entitled to one vote at any meeting of the membership. Members will not be permitted to vote at meetings of the Board of Directors. No proxy voting is accepted. Members who are minors will be represented by their parent or legal guardian. BY-LAWS Page 8 of 10
ARTICLE IX: FINANCIAL & ACCOUNTING 1: COMMON TREASURY The Board of Directors shall decide all matters pertaining to the finances of the Association, and it shall place all income in a common treasury, directing the expenditures of same in such a manner as will give no individual or team an advantage over others in the organization. 2: RECEIPT OF FUNDS All monies received shall be deposited to the credit of the Association in an approved financial institution and all disbursements shall be made by check. 3: DISBURSEMENT OF FUNDS All checks shall be signed by a duly authorized officer. Any disbursement amount in excess of $5,000 will require the signature of two officers. The Board shall not disburse funds for any reason other than the conduct of Association activities in accordance with the rules and regulations of the Association. 4: RECEIVING COMPENSATION No Director, Officer or Member of the Association shall receive any salary, compensation or other financial benefit from the Association for services rendered as Director, Officer, Member or any Volunteer position. 5: FISCAL YEAR The Fiscal Year of the Association shall be made from September 1 st to August 31 st. 6: DISSOLUTION Upon dissolution of the Association, and after settling all outstanding debts and claims, all remaining assets will be distributed to another such organization or organizations maintaining an objective similar to that set forth in Article 2 herein, if that organization is entitled to tax exemptions under Section 501 (C) (3) of the Internal Revenue Code or any future corresponding provision. ARTICLE X: RULES & INTERPRETATIONS The Board of Directors, through the office of the Vice President / Operations, will set in place, distribute and rely on a policy and procedures manual to convey the policies and procedures of the organization. At a minimum, this manual will include the following items: BY-LAWS Page 9 of 10
4. A Code of Conduct Policy for Players, Spectators, Board of Directors, Parents, Officials and Members. 5. A Grievance Procedure for Players, Spectators, Board of Directors, Parents, Officials and Members. 6. A Disciplinary Policy for Players, Spectators, Board of Directors, Parents, Officials and Members. The manual will be kept in a permanent, safe place and the original will be kept in the custody of the Secretary. ARTICLE XI: AFFILIATIONS The Association will affiliate with the New Hampshire Youth Lacrosse Association and the US Lacrosse Association and will abide by all the rules and regulations of both and will strive to be a member in good standing of each organization ARTICLE XII: INDEMNIFICATION 1. The Association shall, to the full extent and in the manner permitted by New Hampshire law, indemnify any person made, or threatened to be made, a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director or Officer of the Association or, being a Director or Officer of the Association, is or was serving at the request of the Association as a Director or Officer of another organization, against all expenses (including attorney s fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding. 2. The indemnification provided or permitted by the provisions hereof shall not be deemed exclusive and any other rights to which those indemnified may be entitled by law or otherwise, shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE XIII: AMENDMENTS These By-laws may be altered, amended or repealed and new By-laws may be adopted by vote at a meeting of the Membership, provided that written notice of the proposed new By-law(s), or of the By-law(s) proposed to be altered, amended or repealed, shall have been given to the Membership at least fifteen (15) days prior to the meeting at which the vote takes place. BY-LAWS Page 10 of 10