AMENDED AND RESTATED BY-LAWS
STONEHAM YOUTH HOCKEY ASSOCIATION, INC.
(As amended through March 1, 2016 (the “Amendment Date”))
ARTICLE I - NAME
The name of the corporation is Stoneham Youth Hockey Association, Inc. (“SYH” or the “Association”).
ARTICLE II- OBJECTIVE
A. The objective of the Association shall be to impart to the boys and girls in the community the ideals of good sportsmanship while having fun within the framework of athletic competition.
B. The objective will be achieved by providing supervised hockey instruction, adequate ice facilities, and competitive athletic hockey games (collectively, the “Program”). All members of the Association shall bear in mind that the attainment of exceptional individual skill or the winning of games is secondary, and that team play and the molding of future members of the community as of prime importance.
C. The Association is organized for charitable purposes consistent with Section 501(C)(3) of the Internal Revenue Code.
ARTICLE III - NON-PROFIT
The Association shall have no capital stock or private ownership and shall not be conducted for profit.
ARTICLE IV - MEMBERSHIP
1. Membership in the association is open to all persons residing within the Town of Stoneham, Massachusetts.
2. Any person over 18 years of age may be approved for membership by a majority vote of the Board of Directors regardless of residency.
3. A player may be waived into or out of this organization in accordance with Massachusetts Hockey Rules and Regulations Article IV - Waiver, Procedure.
B. Classes of Membership
There shall be three (3) classes of memberships: Youth, Active and Associate
1. Youth: Each Youth member shall be eligible to participate as a player in the Program. No Youth member shall be eligible to hold office, attend or have a voice in meetings, or have voting privileges. Each Youth member shall be under the age of eighteen (18) years of age at the time of registration; provided that, notwithstanding the foregoing, if any Youth member shall have graduated from high school (or an equivalent educational program), such individual must be approved by the Board in order to remain eligible as a Youth member.
2. Active: Each Active member shall be any person eighteen (18) years of age or older, who subscribes to the charitable purpose and policies of the Association and is either a parent or guardian of a Youth member in the Program or serve in some official capacity in the organization, such as a coach or a director. In addition, an Active member must be current in any and all financial obligations to the Association. Active members may hold office and shall have voting privileges.
3. Associate: The Associate members are those people who, with the approval of the Board, may participate and contribute to the Program. The Associate members may hold office and shall have voting privileges.
C. Term of Membership
The term of membership shall be for one (1) year, beginning September 1, or on the date the new member joins the program and ending on August 31st. Attendance requirements also begin on each September 1st.
D. Obligations of Membership
Members are encouraged to attend all monthly meetings of the Association and to carry out faithfully any obligations, which they may undertake in connection with any particular Association activity.
E. Voting Rights
Active and Associate members who fail to attend fifty (50%) percent of the monthly meetings of the Association will be deemed ineligible to vote. The right of voting at Association monthly meetings is restricted to Active and Associate members who meet the attendance requirements as of that meeting. All members with less than fifty (50%) percent attendance requirements are allowed a voice at the monthly and annual business meetings. Voting rights of the membership shall be restricted to voting for by-law changes and new Board members and any other matters brought to the body by the Board of Directors. Voting status is automatically restored whenever the member’s attendance is fifty (50%) percent or greater.
F. Earmarked Donations
Members are encouraged to support the Association’s fundraising endeavors as well as team sponsorships and/or tournament subsidies. All fundraising activities, including those performed for a specific team, tournament subsidies or any other use, must be approved by the Board of Directors. No fundraising activities will directly conflict with any prior or current fundraising activities performed by the Activities Director. All funds, including any team sponsorship monies, must be deposited in the Association’s general fund. The allocation of any funds designated for a specific team to benefit both the Program and the designated team shall be determined at the discretion of the Board. The applicable allocation of any team sponsorship monies will be held aside for the team in a special account and will be made available to the team at the discretion of the head coach.
ARTICLE V - GOVERNMENT
A. Constitution of the Board. The Association will be governed by a Board of Directors (the “Board”) consisting of no less than seventeen (17) and no more than twenty-one (21) voting members. Election to the Board is determined by the popular vote of the eligible Active and Associate members of the Association as defined in Article IV, Section E of these By-Laws. The Board shall be comprised of the following:
- Vice President
- Activities Director
- Communication Director
- Learn to Skate Director
- Mite In-House Director
- Mite Director
- Squirt Director
- Pee Wee Director
- Bantam Director
- Midget Director
- Girls Director
- District 10 Director
- Safety Director
- Coaching Director
- Association Director(s) (if applicable and not to exceed four (4) members)
B. Implementation by the Board. Promptly following the Amendment Date, the eligible Active and Associate members of the Association as defined in Article IV, Section E of these By-Laws shall elect the initial Girls Director, Safety Director and Association Directors. Promptly following such election immediately following the Amendment Date, the Board shall meet and appoint amongst themselves the Coaching Director.
C. Terms of the Board.
The terms of the Board members shall be:
President, Vice President, Treasurer, Secretary, Activities Director, Communication Director, District 10 Director and Safety Director: Two (2) years; and
Association Director(s), Coaching Director and Level Directors (Learn to Skate, Mite In-House, Mite, Squirt, Peewee, Bantam, Midget and Girls):One (1) year.
Notwithstanding the terms set forth in Article V, Section C(1) above, for any Board member holding a certain position of President, Vice President, Treasurer, Secretary, Activities Director, Communication Director, District 10 Director or Safety Director for any consecutive term(s), the then-applicable term for such Board member in such position shall be one (1) year.
D. For any position vacated in mid-term, the Board shall fill such position by appointment of a replacement member for the balance of the applicable term by a simple majority vote.
E. Appointed offices shall be established by each Board. Said offices may include, but not be limited to, an Assistant Treasurer and the various Committee members. The membership will be canvassed by the secretary, and these offices will be advertised in the media.
F. No less than twenty per cent (20%) of the voting members of the Board shall be made up of parents and/or guardians of players in the Program.
G. Eight (8) members of the Board shall constitute a quorum at any meeting of the Board. When a quorum is present, the majority vote of those Board members present shall be necessary and sufficient to the decision of any issue brought before the Board.
H. The government of the Association shall have a general set of responsibilities, which include:
Rules and Regulations;
Budgetary matters including the submission of a budget to the membership no later than October 15 of the new season;
The Board shall meet at least four times each year to properly discharge its responsibilities; and
The Board, by a two-thirds (2/3) vote at any duly constituted Board meeting, shall have the authority to suspend any member (Board, Youth, Active or Associate) whose conduct is considered detrimental to the best interests of the Association.The suspended member must be notified in writing by the Secretary of the decision of the suspension.The suspended member may within ten (10) days of receipt of the written notification of the decision appeal such decision to a grievance committee consisting of three (3) non-Board members of the Association appointed by the President.Reinstatement may be made at direction of such grievance committee.
I. Duties of Officers and Directors
1) The President shall:
a. Preside at all Association meetings;
b. See that all Rules, Policies and Principles of the Association are understood and observed;
c. Serve as head of the local organization and as Chairman of the Board;
d. Appoint all committees, supervise their activities, and confer with local Association officers and others to whom responsibilities have been delegated;
e. Exercise general supervision over the affairs of the Association; and
f. Perform such other duties as are incident to the office or may be properly required by actions of the members or of the Board at duly constituted meetings.
2) The Vice-President shall:
a. In the absence of, or during the incapacity of the President, as determined by the Board, perform all duties and assume all responsibilities of the President until the Board shall revoke such authority;
b. Work with other officers and committee members and also serve as a member of the Board;
c. Carry out such other duties and assignments as may be delegated by the President;
d. Be responsible for all matters pertaining to the operational aspects of the Program, including coaching, equipment, ice time, league play, USA Hockey representation as well as the administrative aspects of the Learn to Skate program;
e. Have the authority to arbitrate in all local league matters;
f. Have the right to delegate his/her duties in regard to the Learn to Skate program; and
g. Perform such other duties as are incident to the office or may be properly required by actions of the members or of the Board at duly constituted meetings.
3) The Treasurer shall:
In the absence of each of the President and the Vice President, preside at all Association meetings;
Work with other officers and committee members and also serve as a member of the Board;
Be responsible for all local Association finances and have custody on behalf of the Association of all funds and securities of any type and shall deposit the same in the name of the Association in such bank or banks as the Board may direct;
Receive all monies due or paid to the Association and shall disburse such sums as are necessary to meet lawful indebtedness incurred and authorized by vote of the members of the Board;
Be authorized to engage either a certified public accountant or an accountant, as required, to prepare tax statements and keep proper books of account on behalf of the Association;
With concurrence of the President, be authorized to expend up to $250 without prior approval from the Board; provided that any check in excess of $5,000 requires that the Treasurer or the Assistant Treasurer, as applicable, promptly (and in any event within two (2) days) send a complete and legible copy of such by means of facsimile or .pdf e-mailto two (2) Directors, one of which shall be the President; and
Perform such other duties as are incident to the office or as may be properly required by action of the members or of the Board at duly constituted meetings.
4) The Activities Director shall:
In the absence of each of the President, the VicePresident and the Treasurer, preside at all Association meetings;
Work with other officers and committee members and also serve as a member of the Board;
Carry out such other duties and assignments as may be delegated by the President; and
Be responsible for public relations, special events, fund raising, and act as the interface with governmental bodies.
5) The Assistant Treasurer shall:
Be responsible for assisting the Treasurer in all the duties of the Treasurer;
Act for the Treasurer in his/her absence; and
Have a vote at any meeting of the Board where the Treasurer is not present.
6) The Secretary shall:
Keep records of all meetings of members and of the Board and shall make a report thereon;
Issue notices of meetings and shall perform such other duties as are incident to the office or as may be properly required by actions of the members or of the Board at duly constituted meetings;
Administer the general election as well as insurance matters required by regulatory bodies; and
Carry out such other duties and assignments as may be delegated by the President.
7) Each Level Director shall:
Appoint the head coach for each team at the applicable level for the upcoming season;
Serve as a liaison between the Board, the District Ten Representative, league representatives and the coaches, parents (guardians) and players of each level;
Attend to misconduct issues which may occur at each level; provided that any and all issues with regard to the misconduct of any coach, parent or player must be put in writing and signed by the submitting party;
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In the event that it is the decision of a Level Director to suspend a player/coach/parent, said complaint shall be forwarded to the Board who may make the final decision to suspend the party(s) involved; and
Present a monthly report relative to activities at each level to the membership at scheduled monthly meetings of the Association.
8) The District 10 Representative shall:
Represent the Association at the monthly District 10 meetings;
Oversee the registration of all Association members with USA Hockey and Massachusetts Hockey, including each player on travel, in-house teams and Learn to Skate programs, coaches and team managers;
Be responsible for the collection of all members CORI forms for coaches and team managers and submission of those forms to Massachusetts Hockey;
Be responsible for the registration of all teams with USA Hockey and Massachusetts Hockey both travel and in-house, the filing of all team applications and playdown applications, informing the Board of all rule changes, playdown and state tournament schedules and other matters effecting Stoneham Youth Hockey from both a USA Hockey and Massachusetts Hockey perspective;
Provide copies of stamped rosters to all coaches prior to playdowns and as requested for teams participating in tournaments;
Be responsible to verify all USA hockey registrations are complete and notify parents and SYH board of results;
Submit USA Hockey rosters to USA Hockey; and
Attend the annual meeting of Massachusetts Hockey in June of each year.
9) The Communications Director shall:
Monitor and update the SYH website teams, schedules, sponsors and SYH news;
Be responsible for sending out monthly SYH news, or as frequently as requested by the Board;
Respond to or direct all incoming emails to the proper member of the Board or the President;
Be responsible for posting these By-Laws, meeting minutes and the Board and Committee member designations;
Create and post the practice schedules on website; and
assist SYH members with registration and payment problems with the online system.
10) The Safety Director shall:
Act as the Safe Sport Coordinator on behalf of the Association and serve as a liaison with Massachusetts Hockey;
Be responsible for insuring that all members of the Program who have contact with minor players complete training materials prescribed by Massachusetts Hockey; and
Perform such other duties as are incident to the office or may be properly required by actions of the members or the Board at a duly constituted meeting
11) The Coaching Director shall:
In consultation with the Vice President and the Level Directors, be responsible for directing all matters pertaining to hockey instruction of the Program, including coordination of all practices plans with the Levels Directors and provide developmental support to both coaches and players; and
Perform such other duties as are incident to the office or may be properly required by actions of the members or the Board at a duly constituted meeting
ARTICLE VI - COMMITTEES
Ad Hoc committees may be established at any time at the discretion of the Board to execute responsibilities associated with certain critical activities of the Association.
ARTICLE VII - GENERAL MEETINGS
A. Regular meetings of the Association shall be held once a month during the duration of the regular playing season, September through March, excluding December.
B. Additional meetings may be called by the President or a majority of the Board.
C. At all membership meetings of the Association, eight (8) members shall constitute a quorum.
D. All members must be notified of any general meeting, which is to be held.
E. The Annual Meeting of the Association shall be held in March of each year. At said meeting:
1. All business for the year shall be completed; and
2. Officers for the upcoming year shall be elected by written ballot.
F. One month prior to the Annual Meeting, the President shall appoint a Nominating Committee of not less than three (3) members. The Nominating Committee shall present a slate of nominees for each office to the membership. All Active members shall be eligible for nomination.
G. All meetings of the Association including the Board shall be governed by Robert’s Rules of Order, except in instances of conflict with the By-Laws of the Association.
ARTICLE VIII - LEAGUES
A. Age Levels. All age levels shall be determined by the current USA/Massachusetts Hockey classifications.
B. Coaches. Coaches shall be appointed by the Board. All coaches and bench personnel at all levels shall have current certifications as mandated by Massachusetts Hockey. Coaches will uphold the rules of the game. The Board may suspend any coach for violations having to do with abuse of players or embarrassment to the Program.
1. Rules of play can be found in the policies manual, as may be adopted and amended by the Board from time to time.
2. Copies of the applicable policies manual shall be made available to the membership of the Association.
3. Players registered with the Association are permitted to practice with and/or be a member of other organized hockey programs for the purposes of regular practice or playing of games during the regular Association season, as published; provided that the player agrees to maintain a reasonable commitment to the Program for both practice and regularly scheduled games.
4. Oversight of adherence and agreement to these rules of play is the responsibility of the team coach. Failure to adhere to these rules of play may subject the offending player to immediate review for disciplinary action at the unfettered discretion, and within the purview, of the Board. Coaches will notify the Board immediately of any material non-adherence to these rules of play.
ARTICLE IX - FISCAL YEAR
The fiscal year of the corporation shall, unless changed by the Board, commence on the first day of July and terminate on the last day of June next following.
ARTICLE X - OPERATIONS
The Association shall conduct its business consistent with the objective of the organization identified in Article II of these By-Laws. The Association will maintain official policies and procedures to guide the Association in the discharge of certain activities to promote fair and consistent application. The official policies will be maintained by the Secretary and can be amended with the majority vote of the Board.
ARTICLE XI - AMENDMENTS
These By-Laws, or any article or section thereof, may be amended or repealed by a two-thirds (2/3) vote of the membership present at a regular meeting, provided that a notice of such proposed changes shall appear in the local press or in the notice of meeting sent to all members at least one (1) week prior to the date the change is to be submitted to vote.
ARTICLE XII - INDEMNIFICATION AND EXCULPATION
1) “Covered Person” means an individual: (a) who is a present or former Board member, Committee member or officer of the Association; and (b) who by reason of said position was, is, or is threatened to be made a party to a Proceeding.
2) “Proceeding” includes any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and any claim, which could be the subject of such a proceeding.
3) “Disinterested Director” means a Board member who is not a party to the Proceedings in questions.
4) “Expenses” means liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromises or as fines or penalties, and expenses, including reasonable legal and accounting fees.
B. Actions in Name of the Association. The Association shall indemnify and hold harmless any Covered Person to the extent legally permissible against all Expenses incurred in connection with the defense or disposition of any Proceeding by or in the name of the Association or any Covered Person in his/her capacity as such if a reasonable determination is made, based on a review of the readily available facts but without special investigation, that the Covered Person acted in good faith, and in the reasonable belief that his/her action was in, or not opposed to, the best interests of the Association, and with respect to any criminal action or Proceeding, had no reasonable cause to believe that his/her conduct was unlawful. Such determination shall be made by:
1) The vote of a majority of Disinterested Directors;
2) A special litigation/indemnification committee of the Board appointed by the Board; or
3) Independent legal counsel in a written opinion.
C. Presumptions upon Termination of Proceeding. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a Covered 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 Association, or, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.
D. Indemnification Not Exclusive. The right of indemnification provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled under any agreement, statute or otherwise.
E. Insurance. The Association may purchase and maintain insurance on its behalf and on behalf of any Covered Person against any liability by him or her in any such capacity, or arising out of his/her status as such, whether or not the Association would have the power to indemnify him/her against such liability under these provisions.
F. Limitations on Indemnification. No indemnification shall be provided for any person with respect to any matter as to which he/she shall have been adjudicated in any Proceeding not to have acted in good faith in reasonable belief that his or her action was in the best interests of the Association. The absence of any express provision for indemnification shall not limit any right of indemnification existing independently of this Article XII.
G. No Personal Liability. No director or officer of the Association or a volunteer acting on behalf of the Association shall be personally responsible for monetary damages for a breach of fiduciary duty as a director, officer or volunteer notwithstanding any provisions of law imposing such liability; provided, however, that the liability of a director, officer or volunteer to the extent imposed by applicable law, shall not be eliminated for (i) any breach of such person’s duty of loyalty to the Association, (ii) acts or omissions not in good faith or which involve an intentional or knowing violation of law, or (iii) for any improper transaction from which such director, officer or volunteer derived an improper benefit. The directors, officers and volunteers shall not be personally liable for any debt, liability or obligation of the Association. Any entity doing business with, extending credit to, contracting with or having any actual or contingent claims against the Association may only look to the funds and property of the Association for the payment of any contract, claim, debt, damages, judgment, decree or any amount that may otherwise become due and payable by or on behalf of the Association.