Organization
By-Laws
HINGHAM YOUTH HOCKEY, INC.
BY-LAWS OF THE CORPORATION
(Amended and Restated as of August 8, 2004)
ARTICLE I - ORGANIZATION
Section One. Name. The name of the corporation shall be Hingham Youth Hockey, Inc. (hereinafter referred to as the “Corporation”).
Section Two. Principal Address. The principal address of the Corporation shall be Post Office Box 80, Hingham, Massachusetts 02043.
Section Three. Non-profit and Exempt Status. The Corporation is organized as a charitable corporation under Chapter 180 of the Massachusetts General Laws, for the general purpose of fostering, encouraging, or engaging in athletic exercises. The Corporation is also organized and shall be operated exclusively as an exempt organization under the provisions of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended and as may be amended in the future.
Section Four. Use of Funds. All funds and property of the Corporation shall be used and distributed exclusively for the purposes and in the manner set forth in these By-laws.
Section Five. Fiscal Year. The fiscal year of the Corporation shall begin July 1 and end on June 30 of the following year (hereinafter referred to as the “Fiscal Year”).
Section Six. Board of Directors. The property and affairs of the Corporation shall be managed by a board of directors (the “Board”) composed of not more than twenty (20) elected directors (the “Directors”).
ARTICLE TWO - PURPOSE OF THE CORPORATION
Section One. Purpose. Hingham Youth Hockey, Inc. is a charitable corporation operating youth hockey programs for the benefit of the people of the Town of Hingham. The purposes of the Corporation are:
(a) to provide an opportunity for youth of the Town of Hingham to skate and obtain hockey instruction with the principal objective of meeting the physical, social and psychological needs of the participants by promoting their health, security, happiness and sense of self-worth;
(b) to develop character, sportsmanship and physical fitness among the youth of the Town of Hingham;
(c) to promote, encourage and improve the standard of amateur ice hockey; and
(d) to conduct an amateur hockey program consistent with the rules, regulations, and policies of USA Hockey, the Massachusetts Hockey District (“Mass Hockey”) and the various leagues in which the Corporation’s players participate.
ARTICLE THREE - MEMBERSHIP
Section One. Members of the Corporation. Each parent or gaurdian having one or more children registered and eligible to play in the Corporation’s Instructional; Mite; Squirt; PeeWee; Bantam; Midget; OR Girls program (each referred to as a “Program”) shall be a member of the Corporation (hereinafter referred to as the “Members” or a “Member” or a “Member Family”). Only members of the Corporation shall be entitled to vote. A family who only participates in the Corporation’s Learn to Skate Program shall be considered a non-voting member of the Corporation.
Section Two. Rights of Membership. Each Member shall have all of the rights and powers to participate in the governance of the Corporation as set forth in the Corporation’s Articles of Organization and these By-laws, including the election of Directors to the Board.
Section Three. Annual Membership Meeting. The annual meeting of the Corporation shall be held in May or June at a place and time determined by the Board.
Section Four. Special Meetings. Special Meetings of the Corporation shall be called by the Board if requested by the President or any seven other Directors. The purpose of any such Special Meeting must be specifically stated by the President or the other Directors requesting that such meeting be convened.
Section Five. Notice of Corporation Meetings. The form and method of notice to the Members with respect to the Annual or Special Meetings of the Corporation shall be determined by the Secretary, provided that at least ten days notice is provided to the Members by mailing a written notice of such Annual or Special Meeting to the Members and by posting written notice of any meeting, including the time and place of such meeting, as well as the purpose of any Special Meeting, in a conspicuous place at Pilgrim Ice Arena or on the HYH web site, and at such other place(s) designated by the Board. The failure of any Member to receive such notice shall not make any actions at the meeting invalid, provided that a good faith effort was made to comply with the provisions of this section.
Section Six. Quorum. Except as otherwise provided by these By-laws, the presence at any meeting of the Corporation of at least 25 Members shall constitute a quorum. If any meeting of the Corporation cannot be held because a quorum is not present, the President may adjourn the meeting one or more times until a quorum is present, and the meeting may thereupon be held as adjourned without further notice.
Section Seven. Voting. At any meeting of the Members of the Corporation, each Member shall be entitled to one vote on any motion put before the meeting.
Section Eight. Order of Business - Annual Meeting. The order of business at the Annual Meetings of the Membership of the Corporation and all meetings shall be in accordance with general parliamentary procedure and shall be as follows:
(a) Call to Order;
(b) Reading of Minutes of Preceding Meeting;
(c) Financial Report;
(d) Executive Committee’s Report;
(e) Other Committee Reports;
(f) Election of Members to the Board of Directors, if applicable;
(g) Unfinished Business;
(h) New Business; and
(i) Adjournment.
ARTICLE FOUR - THE BOARD OF DIRECTORS
Section One. Board Eligibility. The Board of the Corporation shall be open only to those members of the Corporation who are interested in and committed to the purposes of the Corporation, as stated in Article Two of these By-laws. Membership and voting powers of its governing body (Board of Directors) shall consist of not less than 20% of voting members who have children actively skating in the association
Section Two. Terms of the Directors. The term of office for a Director shall be three (3) years, commencing on the first day of a Fiscal Year and ending on the last day of a Fiscal Year. The terms of the Directors shall be staggered so that approximately one-third of the Directors’ terms shall expire at the end of each Fiscal Year. In the event that a Director resigns before his term has expired, the Board may, in its discretion, appoint another individual to fill the remaining term of the Director who has resigned. Unless otherwise voted by two-thirds of the Board, no Director shall be eligible to serve for more than three (3) consecutive three year terms.
Section Three. Nomination, Election and Removal of Directors. The Board shall solicit and accept nominations for Directors from Members of the Corporation and shall prepare a ballot with all of such nominations included. An election to fill the upcoming vacancies on the Board shall be supervised by the Board and held at the Annual Meeting of Members on such other date or dates prior to the end of the Fiscal Year as determined by the Board. Every Member shall be entitled to a single vote for each vacancy on the Board. No Member may cast more than one vote for a specific nominee.
Upon a vote of two-thirds of all of the Directors, any Director may be removed with cause, after reasonable notice and an opportunity to be heard is provided to such Director. Failure to attend either (a) three (3) consecutive Board meetings without advance notice to the President or Secretary, or (b) at least fifty percent (50%) of the meetings of the Board during any Fiscal Year, shall be considered cause for removal from the Board.
Section Four. Quorum. Except as otherwise provided by these By-laws, the presence at any meeting of the Board of at least ten Directors, including: (a) the President; and (b) a majority of the Executive Committee, as hereinafter defined, shall constitute a quorum for a meeting of the Board. Only Directors present at a meeting are entitled to vote on any matter, unless such absent Director provides specific written authority to another Director to vote on his or her behalf.
Section Five. Powers and Duties of the Board. The business, property and affairs of the Corporation shall be managed by the Board of Directors, who shall have and may exercise all of the powers of the Corporation, except those powers specifically reserved to the Members under Massachusetts law, the Articles of Organization, or these By-laws. Without in any manner limiting the general powers conferred or implied by the prior sentence, it is hereby expressly declared that the Board shall have the following specific powers and duties:
(a) to rule on all matters and affairs affecting the operation of the Corporation, specifically with respect to its size, goals and purpose and to establish operational policies and procedures with respect to such matters;
(b) to appoint all officers of the Corporation, assign duties to such officer, and delegate all necessary authority to each officer appointed, consistent with the provisions of these By-laws;
(c) to determine the type and number of teams which shall represent the Corporation and the leagues in which the teams shall play;
(d) to establish a budget, set fees for the Corporation’s programs, and authorize the expenditure of Corporate funds, each consistent with the provisions of these By-laws;
(e) to direct the purchase of equipment and uniforms as required to ensure that all teams representing the Corporation are fully equipped and in the proper uniform sanctioned by the Corporation;
(f) to review and act upon any temporary decision of the President, as authorized under these By-laws; and
(g) to adopt procedures, policies, rules or guidelines for the Corporation which shall supplement these By-laws and govern many of the issues and day to day operations of the Corporation, and to amend such procedures, policies, rules or guidelines from time to time.
Section Six. Regular Meetings. Regular meetings of the Board shall be held on the first Monday of each month, except for the month of July, at a time and place as the President may determine. The Board may determine to hold a regular meeting of the Board on a date other than the first Monday of the month by majority vote. It shall be the duty of the Secretary to inform the Director’s of all Board meetings, including stating the purpose or purposes thereof, providing an agenda of the anticipated matters to be considered, as well as the time and place of such meeting. In addition, all Regular Meetings shall be posted on the Hingham Youth Hockey website www.hyhockey.com and all meetings shall be open to the Members.
Section Seven. Special Meetings. Special meetings may be called by the President or at the written request to the President of by at least five (5) other Directors. The Secretary shall provide at least seven (7) days’ notice of any such Special Meeting to all Directors, which shall summarize its purpose and state the time and place of the meeting. Actual presence of a Director at any meeting shall constitute a waiver of any required notice as to such Director.
Section Eight. Election of Officers. At the first regular or special meeting of the Board following election of new Directors, the new Board shall appoint its officers.
ARTICLE FIVE - OFFICERS OF THE CORPORATION
Section One. Election of Officers. The officers of the Corporation shall consist of a President; Secretary; Registrar; Treasurer; Vice president/Revenues; Coaching Coordinator; Ice Coordinator; Equipment Coordinator; Coordinators for all programs within the Corporation, including the Learn to Skate, Instructional, Mite, Squirt, PeeWee, Bantam, Midget and Girl’s programs; Web Site Coordinator and such other officers as the Board may from time to time determine. Prior to the commencement of the Fiscal Year, all officers shall be chosen by the Board from the Directors for the next Fiscal Year to hold their offices at the pleasure of the Board, but in no case beyond the time when their successors are chosen and duly installed. The Board may appoint such temporary or acting officers as may be necessary during the temporary absence or disability of any regular officer.
Section Two. President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board. In the absence or disability of the President, the Board shall select one of its members to perform the duties and exercise the powers of the President until such time as such absence or disability has ended. The President shall have all of the powers and duties conferred upon him by the Board, including:
(a) to call special meetings of the Members or the Board;
(b) to make decisions on matters not provided for in these By-laws until the next regular or special meeting of the Board;
(c) to oversee and supervise the implementation of all directives of the Board, including those directives made to other officers of the Corporation;
(d) represent, or designate suitable representation for, the Corporation at all meetings of USA Hockey, Mass Hockey, and any other leagues or organizations in which the Corporation participates;
(e) unless otherwise specifically set forth in these By-laws, to appoint members of the Board’s committees, including designating Chairpersons of such committees;
(f) to serve an ex-officer member of all Corporation or Board committees;
(g) to serve as chairman of the Executive and Disciplinary Committees; and
(h) such other powers and duties as may be specifically delegated by the Board.
Section Three. Secretary. The Secretary shall have custody of the corporate seal; issue notices of all meetings of the Members and the Board; keep the minutes of all such meetings in books provided for such purpose; and after each meeting, distribute a copy of the minutes thereof to each Director. The Secretary shall make such reports as the Board may require and shall have such other powers and duties as the Board may authorize. The Secretary shall have such other powers and duties as may specifically delegated by the Board.
Section Three (A). Registrar. The Registrar shall be responsible for (i) organization and maintenance of Membership and player information and birth certificates; and (ii) filing all required membership forms, including IMR Forms and other materials required to be filed with USA Hockey and Mass Hockey. The Registrar shall have such other powers and duties as may specifically delegated by the Board.
Section Four. Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall have charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. The Treasurer shall deposit the moneys and securities of the Corporation in such depositories and on such terms and conditions as the Board may direct, and when so deposited, the Treasurer shall not be personally responsible for their safe keeping. The Treasurer shall render such reports relating to the moneys, funds, securities, investments, and fiscal affairs of the Corporation as may be required from time to time by the Board. The Treasurer or the President may sign or countersign checks, stocks, securities, contracts, mortgages, deeds of trust, leases, deeds, and other instruments as required by the Corporation, and the signatures of both the President and the Treasurer are required for any single check in an amount greater than $10,000. Neither the Treasurer nor the President shall pay out any money, invest any funds, transfer or dispose of any securities or other property, except on the authorization of the Board. The Treasurer shall have such other powers and duties as may specifically delegated by the Board.
Section Five. Other Officers. There shall be such other officers as the Board, from time to time, shall deem appropriate, which shall include the following:
(a) Vice President/Revenues, who shall be responsible for maintaining all billing files of the Corporation, including responsibility for distribution of dues notices and recordation of dues payments.
(b) Coaching Coordinator, who shall serve as Chairman of the Coaching Committee and, in that capacity, shall oversee (i) the selection, training, regulation and oversight of the coaches for all of the Corporation’s Programs, including Instructional, Mite, Squirt, PeeWee, Bantam, Midget and Girls; and (ii) the planning and operation of all player tryouts, including establishment of the evaluation system and the selection of evaluation personnel (iii) the coordination and review of all coaches at mid-season with the coaching committee.
(c) Ice Coordinator, who shall be responsible for (i) coordinating the acquisition of suitable and adequate practice ice for the Corporation’s Programs, consistent with the budget of the Corporation; (ii) assigning the Corporation’s Programs, including Instructional, Mite, Squirt, PeeWee, Bantam, Midget and Girls, consistent with the policies established by the Board and the Coaching Committee; and (iii) the preparation and distribution of ice schedules for such practice ice.
(d) Equipment Coordinator, who shall be responsible for (i) maintaining an inventory of all of the Corporation’s equipment; (ii) overseeing the purchase of new equipment, as authorized by the Board; (iii) maintaining the condition of the Corporation’s equipment.
(e) Program Coordinators (Learn to Skate, Instructional, Mite, Squirt, PeeWee, Bantam, Midget and Girl’s, who shall be responsible for (i) all activities of players or participants in their respective Programs; (ii) working with the Coaching Coordinator in an administrative capacity to plan and operate player tryouts in their respective Programs; (iii) report to the Disciplinary Committee events reported to them which occurred within their respective Programs which are in violation of the policies of the Corporation for action in accordance with these By-laws; (iv) with respect to the Learn to Skate Program Coordinator, oversee the operation of the Saturday Morning Learn to Skate, including the volunteers supervising the participants and the collection of registration and weekly fees for participation; and (v) work with the Fundraising Committee to coordinate the fundraising activities of their respective Program. A single Coordinator may be appointed to oversee both the Learn to Skate and Instructional Programs.
(f) WebSite Coordinator, shall be responsible for maintaining HYHockey.com website and update said website on a regular basis as directed by the Officers and Board of Directors.
(g) Goalie Coordinator, shall be responsible for organizing all goaltending clinics and being responsible for goaltender evaluations for tryouts.
(h) Fundraising Coordinator, shall be responsible for obtaining and maintaining all sponsors and organize all other fundraising activities that may be approved by the Board of Directors and establish committees for specific events.
(i) Award Coordinator, shall be responsible for organizing the taking of all team and individual photos and obtaining and distributing the team plaques for the end of the year. This position can be combined with any other position on the Board.
(j) ACE COORDINATOR (Association Coaching and education Coordinator), shall be responsible for seeing that all necessary insurance coverage is in place and that all coaches and Board members are "patched" at appropriate levels. This position can be combined with any other position on the Board.
Section Six. Executive Committee. There shall be an executive committee consisting of the President, the Secretary, the Treasurer, the Vice President/Revenues; the Coaching Coordinator; the Ice Coordinator and such other Directors as the Board may appoint. The Executive Committee, under the direction of the President, shall prepare policies, programs and budgets for discussion, revision and approval by the Board. The Executive Committee shall also have and may exercise all the powers and authority otherwise specifically granted by the Board in the management of the matters and affairs of the Corporation.
Section Seven. Coaching Committee. There shall be a coaching committee consisting of the Coaching Coordinator, who shall serve as Chairman; the President, ex officio; one coach from each Program (except Learn to Skate), as appointed by the Board; the Instructional Program Coordinator; the Ice Coordinator; Goalie Coordinator and one additional member of the Executive Committee, as appointed by the Board. The Coaching Committee shall be responsible for (i) performing a midseason review of all coaches and reporting any disciplinary findings to the board (ii)the review of all coaches selection, training, regulation and oversight of the coaches for all of the Corporation’s Programs, including Instructional, Mite, Squirt, PeeWee, Bantam, Midget and Girl’s; (iii) the planning and operation of all player tryouts, including establishment of the evaluation system and the selection of evaluation personnel; (iv) determining the number of teams at each level of a particular Program based on the player selection process; and (v) establishing the parameters for allocating practice ice to all of the Programs.
Section Eight. Disciplinary Committee. The Disciplinary Committee shall be created as needed to review and act upon all disputes regarding violations of Corporation’s rules and regulations, including violations of the rules and regulations of USA Hockey, Mass Hockey and the other programs and leagues in which the Corporation participates. The Disciplinary Committee shall consist of the President; the Coaching Coordinator; Program Coordinator in whose respective Program the disputed activity occurred. This Committee shall be Chaired by the South Shore Conference Representative, if an issue involving an “A” or “B” Player or Chaired by the immediate Past President, if still remaining as a member of the Board of Directors or if not, any other member of the Executive Committee that may be appointed by the President, if the matter applies to a “C” Player, parent or coach. The Chair position shall be non-voting. Decisions of the Disciplinary Committee shall be final, subject only to the review by the full Board at the next regular or special meeting.
Section Nine. Other Committees. The Board may create standing and special committees with such powers and duties as the Board may determine, with the members and chairpersons of such committees being appointed by the President.
Section Ten. Prohibition on Multiple Capacities. Except as specifically provided in these By-laws, in order to avoid the appearance of a conflict of interest, no Director may serve as more than one officer at any given time. However, if a vacancy in an Officer position does arise during a year, the position may be filled by an existing Officer if no other non-officer is interested in taking said position.
ARTICLE SIX - FISCAL MANAGEMENT
Section One. Annual Budget. The Executive Committee shall prepare and the Board shall adopt prior to each May 1, an estimated annual budget for the Fiscal Year beginning on the next July 1 (the “Annual Budget”). Included in this Annual Budget shall be the following:
(a) the estimated cost of operating the Corporation for the next Fiscal Year; and
(b) the projected revenues for the Corporation for the next Fiscal Year, including an estimated annual dues payment for each player participating in the Corporation’s Programs during the next Fiscal Year and a proposed fundraising goal for the next Fiscal Year.
Section Two. Expenditure of Funds. The President and the Treasurer have the power to expend the Corporation’s funds provided such expenditures are consistent with the Annual Budget and other motions approved by the Board. The Treasurer shall report on expenditures made by the Corporation to the Board at each regularly scheduled Board meeting. All checks that are drawn in excess of $10,000.00 shall require the signature of both the President and Treasurer.
Section Three. Books and Accounts. The books and accounts of the Corporation shall be kept under the direction of the Treasurer.
Section Five. Review of Books and Records. At the close of each Fiscal Year, the books and records of the Corporation shall be examined, reviewed and, if requested by a majority of the Board, audited. The President of the Corporation shall cause the Treasurer to annually prepare a full and correct statement of the financial affairs of the Corporation for the preceding Fiscal Year, which upon completion shall be submitted to the Board and thereupon placed in the official records.
ARTICLE SEVEN - MISCELLANEOUS
Section One. Amendments. These Bylaws may be amended by majority vote of the Directors at any annual, regular or special meeting of the Board, provided notice of the proposed amendment is given in writing to all of the Directors at least seven (7) days before the meeting.
Section Two. Majority Vote. Unless otherwise provided for in the Articles of Organization or these Bylaws, for any meeting of the Members, the Board or any committee formed by the Board, a majority vote shall mean the votes of one more than fifty percent (50%) of the Members, Directors, or committee member’s present at the respective meeting. For purposes of any of the aforementioned meetings, all Members, Directors or committee members must be present at the meeting to vote unless they have provided a written proxy votes to another Member or Director.
Section Three. Corporate Documents. The corporate By-Laws and the Procedures, Policies, Rules and Guidelines shall be posted on the Hingham Youth Hockey website www.hyhockey.com and can be provided in printed form upon request by any member.
Section Four. Effective Date. These By-laws shall be effective immediately, except for the provisions relating to the establishment and election of Officers, which shall take effect for the Fiscal Year beginning July 1, 2004.
HockeyBy_Laws_Change_9-29-04.doc
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