ST. JUDE KNIGHTS HOCKEY CLUB NON ON-PROFIT ORGANIZATION SINCE 1960 1960 BY LAWS OF THE ST. JUDE KNIGHTS HOCKEY CLUB Rev. A 03/27/2009 PREAMBLE St. Jude Knights Hockey Club is a not for profit Corporation whose purpose is to provide a positive learning environment in which skaters can develop physical, educational and psychological skills essential for achieving athletic excellence. St. Jude Knights Hockey Club is a non-profit Corporation whose goal is to develop and encourage sportsmanship and playing proficiency by all players and persons in the sport of ice hockey.
ARTICLE 1 Membership Section I Section, Qualification, and Dues The Corporation shall have two classes of members designated as house league members and travel team members. Each family of a child or children taking part solely in a house league or learn to skate activity sponsored by St. Jude Knights Hockey Club shall be eligible for a single house league membership in the Corporation and shall automatically be admitted to membership upon payment of dues. Each family of a child or children skating for a travel team sponsored by the Corporation shall be eligible for a travel team membership in the Corporation and shall be automatically admitted to membership upon payment of dues. Each family of children skating for both a house league and travel team, sponsored by the Corporation shall have membership in each class of members. A family s membership class shall be determined on assignment to a team roster at the beginning of the fall hockey season. Each member shall remain a member of that class for the remainder of the hockey season which the child commenced said activity. Each member shall at all times maintain his current address with the secretary. Membership dues of the Corporation shall be determined from time to time by the Board of Directors. Voting Section II Each family admitted to membership shall be entitled to one vote upon each matter admitted to a vote at the annual meeting or at a special meeting. At annual or special meetings, a member may vote in person or by proxy executed in writing by the member or his duly appointed attorney in fact. Section III Resignation, Removal, Suspension, and Termination A member may resign at any time by written notice field with the secretary. A member may be removed at any time, with or without cause, by the affirmative vote of the majority of the Board of Directors. A member shall be removed automatically without action of the Board of Directors upon failure to pay dues at such time that they owe and in such amount as determined by the Board of Directors. A member may be suspended by Order of the Rules and Ethics Committee of the St. Jude Knights Hockey Club. An appeal from this suspension may be taken before the Board of Directors. The Board of Directors majority vote is binding. Failure to pay dues which are due and owing at the time of each class s annual meeting will result in the suspension of the member s voting privileges. Termination of membership for cause will be effected by order and vote of the majority of the Board of Directors.
Section IV Meetings The monthly meeting of the members shall be on the third Wednesday of each month at the office of the Corporation or at other such place in time, that may be designated in notice of the meeting. Special meetings of the members may be held at any time on call of the President or majority of the Board of Directors or by a Petition signed by 50% of the membership of each membership class. Special meeting shall be held at the office of the Corporation or at such other place and at such other time as designated in the notice of the meeting. Notice of Meetings Section V Except as otherwise provided, written or printed notice shall be posted at the Club s principal place of business or via electronic means such as a website. The notice shall state the place, date and hour of the meeting and in the case of the special meeting notice shall state the purpose or purposes for which the meeting was called. Written or printed notice shall state the purpose or purposes for which the meeting was called. Written or printed notice shall be posted or delivered, not less than five days, not more than forty days before the date of said meeting. Notice shall be delivered either personally or by mail at the direction of the Secretary to each member entitled to vote at such meeting. Mailed notice shall be deemed to be delivered when deposited in the U.S. Mail, with postage pre-paid to the current address by the Secretary. Notice of any meeting shall be waived by the written filing by the member or by process of the member in person or by proxy at the meeting. Quorum Section VI Members holding 50% of the votes entitled to be cast represented in person or by proxy shall constitute a quorum for the transaction of business. The vote of a majority of the votes entitled to be cast by the members present, or represented by proxy at the meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members unless a greater portion is required by law, or the Articles of Incorporation or by these By-Laws.
ARTICLE II Board of Directors Section I General Power and Duties The property, business and affairs of the Corporation shall be managed by its Board of Directors. Section II Number, Election, Terms of Office, and Nomination The number of directors of the Corporation shall be no more than twelve. Of this total, nine directors shall be elected by the travel team members to hold offices until their successors have been elected and qualified or until their death, resignation, removal, suspension or termination. Three directors shall be elected by the house league members to hold offices until their successors have been elected and qualified or until their death, resignation, removal, suspension or termination. Directors are to be elected for three year terms. These terms are to be staggered so that a third of the Board is elected each year. All Directors are to be elected (unless appointed) at the time of the annual meeting of the members of the Corporation and shall take office instantly. Directors must be members of the Corporation unless twothirds of the majority of the Board of Directors waives this requirement. The Board of Directors will retain the exclusive rights to vote on the retention of Board Members and/or the selection of appointed Board Members when filling a vacated seat. A rule of majority shall cast the decision. Each Board Member may have one vote. The Board of Directors will make recommendations on the selection of individuals to serve on the Board when vacancies arise for a general vote. Candidates for open board seats should submit a letter of intent along with qualifications to the Board of Directors at least two months or board meetings (whichever is longer) prior to the annual meeting (typically the year end banquet in March). The board of directors must approve by majority vote on adding candidates to the ballot for election at the annual meeting.
Section III Resignation A Director may resign at any time by giving written notice to the President or Secretary of the Corporation. Such resignation shall take effect at the time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Vacancies Section IV Any vacancy occurring in any office or director, or nay directorship, to be filled by reason of a decrease in the number of Directors, may be filled by the Board of Directors by virtue of a Board of Directors vote. Each Director appointed by the board to fill the vacancy shall hold office for the unexpired term of the predecessor in office. After the term expires, they must be re-elected by the membership at the annual meeting. Annual Meetings Section V The annual meeting of the Board of Directors shall be held without other notice than this By-Law immediately following and at the same place as the annual meeting of members, or at such other place and at such time as may be determined by the Board of Directors. Regular Meetings Section VI The Board of Directors shall hold regular meetings at such place and at such times as may be designated by resolution of the Board of Directors, without other notice than such resolution. Special Meetings Section VII Special Meetings of the Board of Directors may be held at any time on the call of the President or at the request in writing of any three (3) Directors. Special meetings of the Board of Directors may be held at such place, either within or without the State of Illinois, as shall be specified or fixed in the call for such meeting or notice hereof.
Section VIII Notice of Meetings Notice of each special meeting of the Board of Directors shall be mailed by or at the direction of the Secretary to each Director, addressed to his/her residence or usual place of business, at least seven (7) days before the day on which the meeting is to be held. Notice may be waived in writing by a Director, either before or after the meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Quorum Section IX A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, the Articles of Incorporation or by these By-Laws. Informal Action Section X Any action required to or which may be taken at a meeting of the Board of Directors may be taken without a meeting if consent is in writing, setting forth the action so taken, is signed by all parties.
Designation, Election and Term of Office ARTICLE III Section I The officers of the Corporation shall consist of the President, Vice-President, Secretary, and Treasurer. Officers shall be appointed by special appointment as authorized by the Board of Directors. Officers shall be elected by the Board of Directors at its first meeting following the annual membership meeting. Any two or more offices may be held by the same director. The President Section II The President, who shall be a travel member, shall be Chief Executive Officer of the Corporation and shall have general and active management of the business of the Corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute the bonds, mortgages and other contracts requiring a seal under the seal of the Corporation. He shall have general superintendence of all other officers of the Corporation other than the Chairman of the Board and shall see that their duties are performed. He shall from time to time report to the Board of Directors all matters within his knowledge which in the interest of the Corporation may require to be brought to their notice. He shall also perform such other duties as may be assigned to him/her from time to time by the Board of Directors. The term of the President shall be for two years. The Vice President Section III The Vice-President shall have a two year term concurrent with the President. Each Vice- President shall assist the President in the general and active management of the business of the Corporation. He/she shall also perform such duties as may be assigned him from time to time by the Board of Directors. The Vice-President shall be appointed by the President of the Board of Directors. The Secretary Section IV The Secretary shall act as Secretary of the Board of Directors, shall give, or cause to be given, notice of all meetings of the Board of Directors and the members, unless notice thereof be waived, shall supervise the custody of all records and reports and shall be responsible for the keeping and reporting of adequate records of all meetings of the Board of Directors and the members. In addition, the Secretary shall be the custodian of the seal
of the Corporation. The Secretary shall also perform such other duties as may be assigned to him/her from time to time by the Board of Directors. The Treasurer Section V The Treasurer shall keep full and correct account of receipts and disbursements in the books belong to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such banks of deposit as may be designated by the Board of Directors. He shall dispose of funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, whenever they may require it of him, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as may be assigned to him from time to time by the Board of Directors. Resignation Section VI Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Removal Section VII Any of the officers designated in Section 1 of this Article III may be removed by the Board of Directors, whenever, in its judgment, the best interests of the Corporation will be served thereby, by the vote of two-0thirds of the whole Board of Directors. Any subordinate officer elected or appointed in accordance with Section 1 of this Article III may be removed by the Board of Directors for like reason by a majority vote of the Directors present at any meeting, a quorum being present, or by any superior officer upon whom such power or removal has been confirmed by resolution of the Board of Directors.
Section VIII Vacancies Any vacancy occurring in any office or director, or nay directorship, to be filled by reason of a decrease in the number of Directors, may be filled by the Board of Directors by virtue of a Board of Directors vote. Each Director appointed by the board to fill the vacancy shall hold office for the unexpired term of the predecessor in office. After the term expires, they must be re-elected by the membership at the annual meeting. Executive Committee ARTICLE IV Committees Section I The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate an Executive Committee consisting of two or more Directors, which Executive Committee, to the extent provided in said resolution, shall have and exercise the authority of the meeting of the Board of Directors; provided, however, that the Executive Committee shall not have the authority of the Board of Directors in reference to; A. Amending, altering or repealing the By Laws of the Corporation; B. Electing, appointing or removing any member of the Executive Committee or any Director or Office of the Corporation; C. Amending the Articles of Incorporation of the Corporation; D. Adopting a plan of merger or consolidation of the Corporation with another Corporation; E. Authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; F. Authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; G. Adopting a plan of distribution of the assets of the Corporation; or H. Amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by Executive Committee.
Section II Other Committees The Board of Directors, by resolution duly adopted, may appoint other committees not having and exercising the authority of the Board of Directors to aid and assist the Board in the management of the affairs of the Corporation. ARTICLE V Indemnification Section I Indemnification in Actions Other Than, By or In the Right of the Corporation The Corporation may indemnify any person who was or is party, or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Director, Officer, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation, partnership, joint venture, trust or other enterprise), against expenses (including attorney s fees), judgments, fines and amount paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. Section II Indemnification in Actions By or In the Rights of the Corporation The Corporation may indemnify any person who was or is a party, or is threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director, Officer, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, Employee or Agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless, and only to the extent that the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of Officer, Employee or Agent of another corporation, partnership, joint venture, trust or other enterprise, against all liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article. Right to Payment of Expenses Section III To the extent that a Director, Officer, Employee or Agent of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue ir matter therein, such person shall be indemnified against expenses (including attorney s fees) actually and reasonably incurred by such person in connection therewith. Determination of Conduct Section IV Any indemnification under Section 1 and 2 of this Article (unless ordered by a Court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Directors, Officer, Employee or Agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 2 of this Article. Such determination shall be made a) by the Board of Directors by a majority vote of a quorum consisting of the Directors who were not parties to such action, suit or proceeding, or b) if such a quorum is not obtainable, or even if obtainable, or a quorum disinterested Directors so directs, by independent counsel in a written opinion, or c) by the members entitled to vote, if any.
Section V Payment of Expenses in Advance Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, Officer, Employee or Agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article. Indemnification not Exclusive Section VI The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office., and shall continue as to a person who ceased to be a Director, Officer, Employee or Agent, and shall inure the benefit if the heirs, executors and administrators of such a person. Insurance Section VII The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Employee or Agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, Officer, Employee or Agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article. Notice to Members Section VIII If the Corporation has paid indemnity or has advanced expenses under this Article to a Director, Officer, Employee or Agent of the Corporation shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of the members entitled to vote.
Section IX Reference to the Corporation For the purposes of this Article, reference to the Corporation shall include, in addition to the surviving Corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, Officers, Employees or Agents, so that any person who was a Director, Officer, Employee or Agent of such merging corporation as a Director, Officer, Employee or Agent of another corporation, partnership, joint venture, trust to other enterprise, shall stand in the same position under the provisions of this Article with respect to such merging corporation as such person would have with respect to such merging corporation if its separate existence had continued. Other References Section X For purposes of this Article, references to other enterprises shall include employee benefit plans, references to fines shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to serving at the request of the Corporation shall include any service as a Director, Officer, Employee or Agent of the Corporation which imposes on, or involves services by such Director, Officer, Employee, or Agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a matter not opposed to the best interests of the Corporation as referred to in this Article. Principal Office ARTICLE VI Miscellaneous Provisions Section I The principal office of the Corporation shall be located at Crestwood, Illinois.
ARTICLE VII Amendments Section 1 Method of Amendment These By-Laws may be altered, amended or repealed, and new and other By-Laws may be made and adopted at any meeting of the Board of Directors. Vacated Seat Voting The St. Jude Hockey Club Board of Directors will retain the exclusive rights to vote on the retention of Board Members and/or the selection of the new Board Members should a vacancy occur before a Directors tenure expires. A rule of majority shall cast the decision. Each Board Member may have one vote. The Board of Directors will make recommendations on the selection of individuals to serve on the Board when vacancies arise.