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AHSHA BYLAWS
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AHSHA By-Laws 2017/2018
AHSHA By-Laws 2017/2018
AHSHA By-Laws
BYLAWS OF ARIZONA HIGH SCHOOL HOCKEY ASSOCIATION, INC.
Amended May 8, 2021 Table of Contents
ARTICLE 1. OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Maricopa County, State of Arizona.
ARTICLE 2. NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(c)(3) PURPOSES
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be:
Provide instruction to high school students in the skills needed to excel at the game of hockey, teach high school students the concept of working toward a common goal as part of a team, foster team competition among high school hockey teams in the spirit of good sportsmanship,
create scholarship programs for the purpose of introducing the sport of hockey to academically successful high school students who might not otherwise have an opportunity to compete,
create sponsor programs for the purpose of introducing the sport of hockey to disadvantaged high school students who might not otherwise have an opportunity to compete, and
engage in other activities related to educating the public about high school amateur hockey.
ARTICLE 3. DIRECTORS
SECTION 1. NUMBER
The corporation shall have 16 Directors consisting of 10 Regular Voting Directors and 6 Associate Non- Voting Directors and collectively they shall be known as the Board of Directors.
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation, as of June 2021 election of directors, shall be as follows.
A person must serve one term as a non-voting board member before he/she can apply for a voting board member position. Exceptions being that if a person is no longer on the board and was a voting board member within the past 3 years, he/she may reapply to become a voting member again.
All director positions shall be filled by representatives judged by the current directors to be knowledgeable in the sport of hockey or in the operation of a non-profit corporation.
A total of 16 directors shall constitute the Board of Directors 10 directors shall be designated as Regular Voting Directors
6 directors shall be designated as Associate Non-Voting Directors.
Representatives receiving compensation in any manner from, or serving in an appointed or elected position with, any organization that may benefit from the actions of this corporation are prohibited from voting as a Regular Voting Director on any decision that relates to any such organization.
SECTION 3. POWERS
Subject to the provisions of the laws of this state, any limitations in the Articles of Incorporation, and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 4. DUTIES
It shall be the duty of the directors to perform the following functions.
Perform any and all duties imposed on the directors collectively or individually by law, by the Articles of Incorporation, or by these Bylaws.
Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.
Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly.
Meet at such times and places as required by these Bylaws.
Register residence addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
SECTION 5. TERM OF OFFICE
Each director shall hold office for a period of two years, with the exception of the corporation’s first year, and until his or her successor is elected and qualifies. At the first annual meeting of the Board of Directors held on June 14, 2000, 50% of the current Board member positions shall come up for election with the balance of the inaugural Board positions expiring the following year. At the first annual meeting of the Board of Directors, a draw of chance shall be held to determine the first 50%. In each succeeding year 50% of the directors’ term of office shall expire.
Voting for the election of directors shall be by written ballot. Each Regular Voting Director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the Board. The candidates receiving the highest number of votes up to the number of directors to be
elected shall be elected to serve on the Board.
SECTION 6. COMPENSATION
Directors, unless otherwise compensated as an office by Board action, shall serve without compensation except they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Said reimbursement shall be approved by Board action.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.
SECTION 8. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held on the second Saturday of each month, unless such day falls on a legal holiday, in which event a new date will be determined.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
SECTION 10. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors.
Regular Meetings. No notice need be given of any regular meeting of the Board of Directors.
Special Meetings. The Secretary of the corporation shall give at least prior 48 hours’ notice to each director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by electronic media, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting
Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
SECTION 11. QUORUM FOR MEETINGS
A quorum shall consist of half of the current Regular Voting Directors of the Board of Directors plus one.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion that the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 12. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors’ present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 13. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the Board, or, if no such person has been so designated or, in his or her absence, the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors’ present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
SECTION 14. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of directors, then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office.
SECTION 15. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 16. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 17. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.
ARTICLE 4. OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, Vice President, Secretary, and Treasurer. The corporation may also have other such officers with such titles as may be determined from time to time by the Board of Directors.
SECTION 2. QUALIFICATIONS
Any current Regular Voting Board member may serve as officer of this corporation.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board of Directors at any time, and each officer shall hold office until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Generally, officers will be elected to a term that runs concurrent with their Regular Voting Board member term.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. 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 date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective with the exception of the President and the Treasurer. The President and the Treasurer must provide a 90-day notice of resignation to insure a reasonable time for the Board of Directors to secure a successor and provide an effective transition of duties. The above provisions of this Section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board determines.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. The President shall only be authorized to cast a vote in the event of a tie vote. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. The President shall not be a Head or Assistant Coach of an AHSHA affiliated team.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall perform the following functions:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
The Treasurer shall perform the following functions:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
ARTICLE 5. COMMITTEES
SECTION 1. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 6. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
ARTICLE 7. CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep the following documents at its principal office.
Minutes of all meetings of directors, committees of the Board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney provided reasonable notice of not less than 24 business hours is given, and the right to inspection shall include the right to copy and make extracts, which shall be at the expense of the inspecting party.
SECTION 5. PERIODIC REPORT
The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE 8. IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE 9. AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
ARTICLE 10. CONSTRUCTION AND TERMS
SECTION 1. AMENDMENT
If any conflict exists between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
BYLAWS OF ARIZONA HIGH SCHOOL HOCKEY ASSOCIATION, INC.
Amended May 8, 2021 Table of Contents
ARTICLE 1. OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Maricopa County, State of Arizona.
ARTICLE 2. NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(c)(3) PURPOSES
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be:
Provide instruction to high school students in the skills needed to excel at the game of hockey, teach high school students the concept of working toward a common goal as part of a team, foster team competition among high school hockey teams in the spirit of good sportsmanship,
create scholarship programs for the purpose of introducing the sport of hockey to academically successful high school students who might not otherwise have an opportunity to compete,
create sponsor programs for the purpose of introducing the sport of hockey to disadvantaged high school students who might not otherwise have an opportunity to compete, and
engage in other activities related to educating the public about high school amateur hockey.
ARTICLE 3. DIRECTORS
SECTION 1. NUMBER
The corporation shall have 16 Directors consisting of 10 Regular Voting Directors and 6 Associate Non- Voting Directors and collectively they shall be known as the Board of Directors.
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation, as of June 2021 election of directors, shall be as follows.
A person must serve one term as a non-voting board member before he/she can apply for a voting board member position. Exceptions being that if a person is no longer on the board and was a voting board member within the past 3 years, he/she may reapply to become a voting member again.
All director positions shall be filled by representatives judged by the current directors to be knowledgeable in the sport of hockey or in the operation of a non-profit corporation.
A total of 16 directors shall constitute the Board of Directors 10 directors shall be designated as Regular Voting Directors
6 directors shall be designated as Associate Non-Voting Directors.
Representatives receiving compensation in any manner from, or serving in an appointed or elected position with, any organization that may benefit from the actions of this corporation are prohibited from voting as a Regular Voting Director on any decision that relates to any such organization.
SECTION 3. POWERS
Subject to the provisions of the laws of this state, any limitations in the Articles of Incorporation, and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 4. DUTIES
It shall be the duty of the directors to perform the following functions.
Perform any and all duties imposed on the directors collectively or individually by law, by the Articles of Incorporation, or by these Bylaws.
Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.
Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly.
Meet at such times and places as required by these Bylaws.
Register residence addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
SECTION 5. TERM OF OFFICE
Each director shall hold office for a period of two years, with the exception of the corporation’s first year, and until his or her successor is elected and qualifies. At the first annual meeting of the Board of Directors held on June 14, 2000, 50% of the current Board member positions shall come up for election with the balance of the inaugural Board positions expiring the following year. At the first annual meeting of the Board of Directors, a draw of chance shall be held to determine the first 50%. In each succeeding year 50% of the directors’ term of office shall expire.
Voting for the election of directors shall be by written ballot. Each Regular Voting Director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the Board. The candidates receiving the highest number of votes up to the number of directors to be
elected shall be elected to serve on the Board.
SECTION 6. COMPENSATION
Directors, unless otherwise compensated as an office by Board action, shall serve without compensation except they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Said reimbursement shall be approved by Board action.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.
SECTION 8. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held on the second Saturday of each month, unless such day falls on a legal holiday, in which event a new date will be determined.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
SECTION 10. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors.
Regular Meetings. No notice need be given of any regular meeting of the Board of Directors.
Special Meetings. The Secretary of the corporation shall give at least prior 48 hours’ notice to each director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by electronic media, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting
Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
SECTION 11. QUORUM FOR MEETINGS
A quorum shall consist of half of the current Regular Voting Directors of the Board of Directors plus one.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion that the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 12. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors’ present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 13. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the Board, or, if no such person has been so designated or, in his or her absence, the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors’ present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
SECTION 14. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of directors, then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office.
SECTION 15. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 16. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 17. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.
ARTICLE 4. OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, Vice President, Secretary, and Treasurer. The corporation may also have other such officers with such titles as may be determined from time to time by the Board of Directors.
SECTION 2. QUALIFICATIONS
Any current Regular Voting Board member may serve as officer of this corporation.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board of Directors at any time, and each officer shall hold office until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Generally, officers will be elected to a term that runs concurrent with their Regular Voting Board member term.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. 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 date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective with the exception of the President and the Treasurer. The President and the Treasurer must provide a 90-day notice of resignation to insure a reasonable time for the Board of Directors to secure a successor and provide an effective transition of duties. The above provisions of this Section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board determines.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. The President shall only be authorized to cast a vote in the event of a tie vote. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. The President shall not be a Head or Assistant Coach of an AHSHA affiliated team.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall perform the following functions:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
The Treasurer shall perform the following functions:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
ARTICLE 5. COMMITTEES
SECTION 1. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 6. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
ARTICLE 7. CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep the following documents at its principal office.
Minutes of all meetings of directors, committees of the Board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney provided reasonable notice of not less than 24 business hours is given, and the right to inspection shall include the right to copy and make extracts, which shall be at the expense of the inspecting party.
SECTION 5. PERIODIC REPORT
The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE 8. IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE 9. AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
ARTICLE 10. CONSTRUCTION AND TERMS
SECTION 1. AMENDMENT
If any conflict exists between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.