BELMONT YOUTH HOCKEY
Last revised: February 2014
The name of this corporation shall be BELMONT YOUTH HOCKEY ASSOCIATION, INC.
The corporate seal shall be circular in form and shall bear the name of the corporation, the year of its incorporation and such other inscription as the Board of Directors may determine.
Section 1. Member. Each family with one or more children on the most current team roster of the Belmont Youth Hockey Association (“BYHA” or “the Association”) and who is not more than thirty (30) days delinquent in the payment of any dues, fees or bills assessed by such Association, shall be a member of the corporation. Any head coach for most the current season, who is not a member by the preceding definition, shall be a member of the corporation. Members shall be entitled to one vote at all meetings of members.
Section 2. Affiliation. The Association shall be a member of USA Hockey and Massachusetts Hockey, and shall abide by its rules, regulations, policies and procedures. This includes, but is not limited to: secure and submit Individual Membership Registration forms (IMRs) for all members and prepare team rosters for all teams; payment of required fees as established by USA Hockey and Massachusetts Hockey and as set out in the Fee Section of the Massachusetts Hockey Rules and Regulations; adhere to rules regarding the prevention of physical and sexual abuse; make copies of these Bylaws and Association Guidelines available to all members, coaches and players, including methods of becoming an Officer or Director, method of selecting coaches, definition of membership and voting rights, and a list of current Officers and Directors.
Section 1. Annual Meeting. The annual meeting of members shall be held at least once annually at a time and place as determined by the Board. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization, or by these By-Laws, may be specified by the Directors or the President. A written financial report for the most recent year ending shall be presented to the members. If an annual meeting is not held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting.
Section 2. Special Meetings. Special meetings of members may be called by the Board of Directors. The call for the meeting shall state the date, time, place and purpose of the meeting.
Section 3. Place of Meetings. All meetings of members shall be held at a convenient location in Belmont, MA fixed by the Directors and stated in the notice of the meeting.
Section 4. Notice of Meetings. A written notice of every meeting of members, stating the place, date and hour thereof, and the purposes for which the meeting is to be held, shall be given by the Clerk or by the person calling the meeting at least seven (7) days before the meeting to each member entitled to vote thereat and to each member, who by law, by the Articles of Organization or by these By-Laws is entitled to such notice by e-mail to the e-mail address on record for the member. No notice need be given to any member if a written waiver of notice, executed before or after the meeting by the member or his attorney thereunto authorized, is filed with the records of the meeting.
Section 5. Quorum. A quorum at all meetings shall consist of one-tenth of the membership or a minimum of ten (10) members of the association inclusive of Board members. Voting thereat shall be by a vote cast in person or by proxy. Proxies shall be in writing subscribed by the member and shall be presented to the presiding official of the meeting to be qualified.
Section 6. Action at meeting. When a quorum is present, a majority of the members present or represented and voting on a matter, except where a larger vote is required by law, the Articles of Organization of the By-Laws, shall decide any matter to be voted on by the members. Any election of officers and Directors by members shall be determined by a majority of the votes cast by the members entitled to vote at the election. No ballot shall be required for such election unless requested by a member present or represented at the meeting and entitled to vote in the election.
Section 7. Action Without Meeting. Any action to be taken by members may be taken without a meeting if a majority of members entitled to vote on the matter consent to the action in writing. Such consent shall be treated for all purposes as a vote at a meeting.
Section 8. Adjournment. Any meeting of the members may be adjourned to any other time and to any other place by the members present or represented at the meeting, although less than a quorum, or by any officer entitled to preside or to act as clerk of such meeting if no member is present. It shall not be necessary to notify any member of any adjournment. Any business which could have been transacted at any meeting of the members as originally called may be transacted at any adjournment thereof.
Section 9. The Association conducts its business and affairs in accordance with generally accepted parliamentary procedures.
Section 1. Director Defined. A Director shall be defined as any member of the Board of Belmont Youth Hockey who is current on tuition payments and has a child or children who are rostered on a current team, including the Mini-Marauder Program.
Section 2 Powers. The business of the corporation shall be managed by a Board of Directors, who may exercise all the powers of the corporation. Membership and voting powers of the Board of Directors shall consist of not less than 20% of Board of Directors voting members who are current on their tuition payments and have children who are rostered on a current BYHA team, including the Mini-Marauder Program. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.
Section 3. Election. The Board of Directors shall consist of such number as shall be fixed by the members at the annual meeting. At each annual meeting of members, the members shall elect no more than two-thirds of the number of Directors so fixed.
Section 4. Vacancies. Any vacancy in the Board of Directors, other than a vacancy resulting from the enlargement of the Board, may be filled by the members or, in the absence of action by the members, by the Directors.
Section 5. Enlargement of the Board. The number of the Board of Directors may be increased and one or more additional Directors elected at any special meeting of the members or by the Directors by vote of a majority of the Directors then in office.
Section 6. Tenure. A term shall be defined as being not more than a three (3) year period. Except as otherwise provided by law, by the Articles of Organization or by the By-Laws, Directors may hold office for not more than two (2) consecutive terms. Any Director may resign by delivering his written resignation to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
Section 7. Removal. A Director may be removed from office by vote of a majority of the Directors then in office.
Section8. Meetings. Regular meetings of the Directors may be held without call or notice at such places and at such times as the Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Directors may be held without a call or notice at the same place as the annual meeting of members or the special meeting held in lieu thereof, following such meetings of members.
Section 9. Notice of Meetings. Notice of all special meetings of the Directors shall be given to each Director by the Clerk, or Assistant Clerk, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by e-mail sent to the e-mail address on record for such member at least twenty-four (24) hours in advance of the meeting,
Section 10. Quorum. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time without further notice.
Section 11. Action at Meeting. At any meeting of the Directors at which a quorum is present, the vote of a majority of those present, unless a different vote is specified by law, by the Articles of Organization, or by these By-Laws, shall be sufficient to decide such matter.
Section 12. Action by Consent. Any action by the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the Directors’ Meetings. Such consent shall be treated as a vote of the Directors for all purposes. A Director may indicate his/her consent by e-mail.
Section 12. Committees. The Directors may, by vote of a majority of the Directors then in office, elect from their number an executive or other committee and may by like vote delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-Laws they are prohibited from delegating. The Directors may also, by a vote of a majority of the Directors then in office, elect other committees consisting in whole or in part of individuals who are not Directors; provided that such committees shall serve only in an advisory capacity and shall not take any action on behalf of the Board of Directors. Except as the Directors may otherwise determine, any committee established hereunder may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these By-Laws for the Directors.
Section 1. Officer. An Officer shall be defined as being a President, Vice President, Treasurer or Secretary of the corporation.
Section 2. Enumeration. The officers of the corporation shall consist of a President, a Treasurer, a Secretary, and such other officers, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretary as the Directors may determine.
Section 3. Election. The officers shall be elected annually by the Directors at one of the regular meeting of Directors.
Section 4 Qualification. All officers shall be members of the corporation. Any two or more offices may be held by the same person, provided that the President and Clerk shall not be the same person. The Secretary shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. No officer shall receive any compensation for the performance of his duties as such.
Section 5. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, all officers shall hold office until the regular meeting of Directors held in June, unless a shorter term is specified in the vote choosing or appointing them. Any officer may resign by delivering his written resignation to the President or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
Section 6. Removal. Officers may be removed from their respective offices by vote of a majority of the Directors then in office.
Section 7. President and Vice President. The President shall be the chief executive officer of the corporation and shall, subject to the direction of the Directors, have general supervision and control of its business. Unless otherwise provided by the Directors, he/she shall preside, when present, at all meetings of members and of the Directors. Any Vice President shall have such powers as the Directors may from time to time designate.
Section 8. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Directors, have general charge of the financial affairs of the corporation and shall cause to be kept accurate books of account. He/she shall have custody of all funds, securities, and valuable documents of the corporation, except as the Directors may otherwise provide. Any Assistant Treasurer shall have such powers as the Directors may from time to time designate.
Section 9. Secretary and Assistant Secretary. The Secretary or Assistant Secretary shall record all proceedings of the members in a book to be kept in Massachusetts, record all proceedings of the Directors in a book to be kept therefore, and keep or cause to be kept the records of the corporation in which are contained the names of all members and their addresses.
Any Assistant Secretary shall have such powers as the Directors may from time to time designate. In the absence of the Secretary from any meeting of members or of the Directors, an Assistant Secretary, if one be elected otherwise a Temporary Secretary designated by the person presiding at the meeting, shall keep a record of the meetings of the Directors. Any Assistant Secretary shall have such powers as the Directors may from time to time designate.
Section 10. Other Powers and Duties. Each officer shall, subject to these By-Laws, have in addition to the duties specifically set forth in these By-Laws, such duties and powers as are customarily incident to his office, and such duties and powers as the Directors may from time to time designate.
Section 1. Fiscal Year. Except as from time to time otherwise determined by the Directors, the fiscal year of the corporation shall be the twelve months ending June 30.
Section 2. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the corporation in its behalf shall be signed by the President or the Treasurer except as the Directors may generally or in particular cases otherwise determine.
Section 3. [Reserved]
Section 3. Corporate Records. The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the incorporators and members, and the records, which shall contain the names of all members and their addresses, shall be kept in Massachusetts at the principal office of the corporation, or at an office of the Clerk. Said copies and records need not all be kept in the same office. They shall be available at all reasonable time to the inspection of any member for any proper purpose but not to secure a list of members for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a member, relative to the affairs of the corporation.
Section 4. Articles of Organization. All references in these By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the corporation, as amended and in effect from time to time.
Section 5. Association transactions with Directors or Officers. No part of the earnings of the Association shall inure directly or indirectly to the benefit of a Director or Officer unless permitted by law. Any transaction involving such a benefit shall be discussed and approved by at least two-thirds of the remaining Directors without the presence of the interested Director or Officer, and the substance of the transaction shall be disclosed in the financial statements made available to members.
Section 6. Indemnification of Directors and Officers. The association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director or officer of the association, or who at the request of the association may serve or at any time has served as a director, officer or director of, or in a similar capacity with, another organization, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonable incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, with whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless the proceeding was authorized by the association); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the association; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the association, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the association of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
Where indemnification hereunder requires authorization or approval by the association, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a director of the association approves the payment of indemnification, such director shall be wholly protected if:
- the payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more directors who are not at that time parties to the proceedings and are sleeted for this purpose by the full board (in which selection directors who are parties may participate), or (3) by the members of the association if disinterested; or
- the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the association) appointed for the purpose by vote of the directors or in the manner specified in clauses (1), (2) or (3) of subparagraph (i); or
- the payment is approved by a court of competent jurisdiction; or
- the directors may have otherwise acted in accordance with the standard of conduct set for the in Chapter 180 of the Massachusetts General Laws.
Any indemnification or advance of expenses under this article shall be paid promptly, and in any event within 30 days, after the receipt by the association of a written request thereof from the person to be indemnified, unless with respect to a claim for indemnification the association shall have determined that the person is not entitled to indemnification. If the association denies the request or if payment is not made within such 30—day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the association.
The right of indemnification under this article shall be a contract right inuring to the benefit of the directors, officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this article shall adversely affect any right of such director, officer or other person existing at the time of such amendment or repeal. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder.
The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such directors or officer or other persons may be entitled.
These By-Laws may at any time be amended by vote of the members, provided that notice of the substance of the proposed amendment is stated in the notice of the meeting, or may be amended by a vote of a majority of Directors then in office, except that no amendment may be made by the Directors which changes the date of the annual meeting of members or which alters the provisions of these By-Laws with respect to removal of the Directors or the election of committees by Directors and delegation of powers thereto, or amendment of these By-Laws. No change in the date of the annual meeting may be made within sixty (60) days before the date fixed in these By-Laws. Not later than the time of giving notice of the meeting of members next following the making, amending or repealing by the Directors of any By-Law, notice thereof stating the substance of such change shall be given to all members entitled to vote on amending the By-Laws.