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By-Laws of Bloomington Youth Hockey, Inc
PURPOSE
Bloomington Youth Hockey, Inc. (hereinafter referred to as "Bloomington Hockey" or the "Corporation") is organized and operated exclusively for charitable and educational purposes in accord with §501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law and referred to below as the "Code"). More specifically, the Corporation is organized to provide education, support, oversight and resources to support and promote youth hockey for players under the age of 18, to promote character, discipline, skills development, teamwork, health, fitness and safety for youth hockey players, and to educate parents and the public about the value of amateur youth hockey.
ARTICLE I
The principal offices of Bloomington Hockey in the State of Illinois shall be located in the City of Bloomington and County of Mc Lean. The Corporation may have such other offices, either within or without the State of Illinois, as the business of the Corporation may from time to time require.
The registered office of the Corporation required by the Not For Profit Corporation Act to be maintained in the State of Illinois may be, but not need be; identical with the principal office in the State of Illinois, and the address of the registered office may be changed from time to time by the Board of Directors. .
ARTICLE II
Membership Any adult who is actively in Bloomington Hockey by being a registered coach, assistant coach, team manager, director or officer, or any adult who is the parent or legal guardian of any youth who is a registered participant in the ice hockey program of Bloomington Hockey shall be a member of Bloomington Hockey and these votes shall be authorized by the parent or legal guardian signing the youth registration and listed on the master list/directory kept by the Registrar. Notwithstanding the foregoing, no result of a Bloomington Hockey vote may be challenged or set aside, if ballots are distributed to persons thought to be proper voters as above.
ARTICLE III
Section 2 - Special Meetings of the General Membership. Special meetings of the members may be called by the President, or by 3 or more of the Board of Directors, or any 50 members of Bloomington Hockey.
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Section 1 - Annual Meeting. The Annual meeting of the members of Bloomington Hockey will be held in either March or April of each year. 2 of 10
Section 3 - Place of Meeting. The Board of Directors may designate any place within the State of Illinois, as the place of meeting for any annual or special meeting of the members.
Section 4 - Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose for which the meeting is called, shall be notified by posting at the rink of play and sending of e-mail, telephone or regular mail delivered not less than seven days before the date of the meeting to directors. If said notice is waived, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the member at his address as it appears on the records of Bloomington Hockey, with postage thereon prepaid.
Section 5 - Voting. The adult Member(s) of Bloomington Hockey who are listed on the youth registration form as a parent or guardian and are on the master list/directory kept by the Registrar shall have one vote per family at any meeting of the members. There shall be no cumulative voting, if the family parents are divorced and both attend each shall be entitled to one (1) vote, but if only one parent attends then both votes are to be cast by that parent. Notwithstanding the foregoing, no result of a Bloomington Hockey vote or election may be challenged or set aside, if ballots are distributed to persons thought to be proper voters.
Section 6 - Proxies and Absentee Ballots. There is no proxy voting allowed at any meetings of the members. A member may vote in person or by absentee ballot. Ballots, if required, will be available from the Bloomington Hockey Secretary five (5) days prior to the meeting. Ballots must be returned to the Secretary of Bloomington Hockey within 48 hours prior to the meeting to be valid.
Section 7 - Inspectors. At any meeting of the members, the President may, or upon the request of any member, appoint one or more persons as Inspectors for such meeting. Such inspectors shall ascertain and report the number of members represented at the meeting, based upon their determination of those present either in person or by absentee ballot, count all votes and report the results thereof, and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all members.
Section 8 - Voting By Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any member shall demand that voting be by ballot.
Section 9 - Quorum System. Fifty members in attendance shall constitute a quorum at any announced or special meeting of the members. Any lessor number than a quorum shall have the power to adjourn said meeting to a later time upon giving notice as required in the By-Laws.
ARTICLE IV
Section 1 - General Powers. The business and affairs of Bloomington Hockey shall be managed by its Board of Directors.
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DIRECTORS 3 of 10
Section 2 - Number, Tenure, and Qualifications. The number of directors of the Corporation shall be seven (7). Directors need not be residents of the State of Illinois or the City of Bloomington or County of Mc Lean, or members of Bloomington Hockey. Two directors will be elected at the annual membership meeting. Each elected director shall hold office for a term of three (3) years or until a successor has been elected whichever occurs first. At the first meeting of the Board of Directors held after the annual membership meeting, the 6 sitting Directors shall appoint a 7
Section 3 - Method of Selection. All candidates for election to the Board of Directors must declare themselves in writing to the President or Secretary at least 30 days before the date fixed for the Annual meeting. Candidates for Directors shall be elected by written ballot at the annual meeting of Bloomington Hockey. Results of the vote shall be given to the President and Secretary for the option of filling vacancies of the Directors that occur during the year pursuant to Section 10 of this Article.
Section 4 - Regular Meetings. A regular meeting of the Board of Directors may be held without other notice than this By-Law, at the same place as is customary or wherever else to which notice is given by 5 days prior, in the later event an absence by a Board member would not count as an unexcused absence. The Board of Directors or President may provide, by resolution, the time and place, within the State of Illinois, or the holding of additional regular meetings without other notice than such resolution. Notwithstanding the foregoing, the President may at the request of officers or directors reschedule meetings to meet the problems which arise.
Section 5 - Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any four (4) Directors. All such special meetings shall be held in the County of Mc Lean and State of Illinois unless three-fourths of the members of the Board of Directors shall in writing waive this requirement for the holding of regular or special meetings.
Section 6 - Notice. Notice of any special meeting shall be given at least seven (7) days previous thereto by written notice delivered personally or mailed to each Director at his/her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because said meeting is not lawfully called or convened. The notice of any special meeting of the Board of Directors shall specify the business to be transacted at or the purpose of said special meeting of the Board of Directors. Notice mailed to the last known address is sufficient.
Section 7 - Quorum. A majority of the number of Directors fixed by these By-Laws and serving at one time shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of such number of Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 8 - Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
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th Director to serve a term of one year or until a successor is appointed, whichever occurs first. 4 of 10
Section 9 - Resignations. Any resignation is to be made either in writing, verbally, or by any action signifying resignation to the President or Secretary. The resignation will be considered official when submitted and accepted by the Board of Directors at the next board meeting or submitted to the President and accepted by President.
Section 10 - Vacancies. If a vacancy occurs on the Board of Directors and/or there is a directorship to be filled by reason of an increase in the number of Directors, the President or another Board member will nominate and appoint a candidate by majority vote. The new Board member shall serve the unexpired term of the Director he/she replaced.
Section 11 - Removal of Directors for Absences. A Director shall automatically be terminated from office after having four unexcused absences from regular monthly meetings of the Board of Directors in any calendar year. The President or presiding officer shall have the authority to grant excused absences. A calendar year is defined as twelve (12) consecutive months. The President or Secretary will send Directors a warning letter after the third unexcused absence in any calendar year. The President will notify any Director of his/her termination after the fourth unexcused absence in any calendar year. The Board of Directors shall have the discretion to retain the terminated director by a vote.
ARTICLE V
Section 1 - President. The chief officer of the Corporation shall be the President who is nominated from the board of directors by any member of the board and elected by a majority of the directors. The President shall serve a one (1) year term, or until his/her replacement is elected whichever occurs later. Any two or more offices may be held by the same person, except the offices of the President and Treasurer.
Section 2 - Appointment, Confirmation and Term of Office. The officers of the Corporation shall serve one year terms or until their successors are appointed. The President shall appoint from the board of directors the Vice-President, Secretary, Treasurer, Registrar and any other officers; if no appointment is rendered within the first two months of the new term, then any Director may nominate. Directors shall vote on the confirmation of officers appointed or nominated for the Corporation for the upcoming year at the first meeting of the Board of Directors held after the annual meeting. If the selection of officers shall not be held at such meeting, such selection shall be held as conveniently as possible. Vacancies may be filled or new offices filled at any meeting of the Board of Directors. Each officer shall hold office until his/her successor shall have been duly selected and qualified or until his/her death or until he/she resigns or shall be removed in a manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 3 – Removal of Officers. (a) Any officer appointed by the President and elected may be removed by the President during that officer’s term unless retained by a two-thirds majority of the Board of Directors. (b) Any officer or agent may be removed or suspended by the Board of Directors whenever in its judgment the best interests of Bloomington Hockey would be served thereby. The method of removal shall be by majority vote by all of the elected Directors present at the meeting called for the purpose. (c) Any director can be removed by a 2/3 vote of the elected Directors present at any meeting called for that purpose. (d) Any director can be removed by a majority vote of all the Directors present for conduct unbecoming a director or not in the best interest of hockey with notice provided in advance.
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OFFICERS 5 of 10
Section 4 - Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term in the manner provided above.
Section 5 - President. The President shall be the principal executive officer of Bloomington Hockey and shall in general supervise and control all of the business and affairs of the Corporation and its officers. He/she shall be responsible for arranging the master schedule for games and practices for Bloomington Hockey and presenting to the Pepsi Ice Center for implementation. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, leases, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors, including but not limited to the supervision of all officers of Bloomington Hockey.
Section 6 – Vice President - Travel Teams. The Vice President of Travel Teams shall be responsible for recruiting travel coaches and making applications available to all prospective travel team coaches and is directly responsible to the President. He/she shall submit assistant coaching nomination to the President for endorsement after his/her own. He/she shall be responsible for the supervising and ongoing development of the travel team coaches and their certification, and insuring that the travel teams are operated in accordance with the Amateur Hockey Association of Illinois guidelines. He/she shall assist the President in all travel related matters, including, but not limited to, results for awards/patches at year end. The Chairperson of Travel Teams shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. The Board retains the final decision on the appointment and retention of the travel team coaches.
Section 7 - Treasurer. The Treasurer shall be bonded and have charge and custody of and be responsible for all funds and evidence of ownership of the Corporation; receive and give receipt for monies due and payable to Bloomington Hockey from any source whatsoever, and deposit all such monies in the name of Bloomington Hockey in such bank, trust company or other depository as shall be designated in accordance with the provisions of these By-Laws; and in general said Treasurer shall perform all of the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 8 - Secretary. The Secretary shall: (a) Keep the minutes of the members and of the Board of Directors meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be the custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents requiring its seal in accordance with the provisions of these By-Laws or as required by law; (d) keep a register of the Post Office address of each member which shall be furnished to the Secretary by such member; (e) sign with the President, or Vice- President, any document which shall have been authorized by the Board of Directors, including any certification of a resolution of
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Bloomington Hockey; (f) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 9 - Registrar. The Registrar shall be (a) responsible for the registering of teams, players, coaches and managers with the state in accordance with Amateur Hockey of Illinois By-Laws, Rules and Regulation; (b) maintain a copy of those records, for reference, in an organized, concise manner; (c) in general perform all duties incident to the office of Registrar and any other such duties as from time to time may be assigned by the President or by the Board of Directors.
ARTICLE VI
COMMITTEES Section 1 - Standing Committees. The President shall designate and appoint the chairperson to the Suspension, Rules and Ethics, Finance, Marketing/Public Relations, and such other committees deemed necessary or appropriate to the efficient conduct of Bloomington Hockey affairs, provided that the chairperson of the committees listed above must be a member or former member of the Board of Directors of Bloomington Hockey.
Section 2 - Suspension Committee. The Suspension Committee shall have original jurisdiction for hearings and ruling on complaints (or incidents that come to the attention of the committee) for infractions of Bloomington Hockey/AHAI By-Laws and Rules and Regulations or conduct not in the best interest of amateur hockey which arise out of competitive play whether on or off the ice and suspending any member teams or individuals for such infraction in accordance with procedures established by the Board of Directors. Duration of the suspension will be determined by this committee. A majority of the members of the committee shall constitute a quorum for the purpose of making a determination and a vote of the majority of the members of the committee present in accordance with the procedures established by the Board of Directors shall be required for suspension. Decisions of the committee shall be final unless a notice of appeal there from is filed as herein provided. Any person or team affected by the decision of the committee may appeal such decision by filing a written notice of appeal with the President of Bloomington Hockey within ten days after the date that the decision appealed from has been rendered, which appeal shall be acted upon by the Board of Directors whose decision shall be final. The Suspension Committee shall consist of a Chairperson, the Chairperson of Travel Teams, and two members of the board.
Section 3 - Rules and Ethics Committee. The Rules and Ethics Committee shall have original jurisdiction over the administration and enforcement of the By-Laws and Rules and Regulations of Bloomington Hockey/AHAI in respect to all matters other than infractions of the By-Laws and Rules and Regulations, which arise out of competitive play. In accordance with procedures established by the Board of Directors, the Rules and Ethics Committee shall have the authority to suspend, place on probation, or impose other disciplinary sanctions against any individual or team determined to have violated the By-Laws or Rules and Regulations of Bloomington Hockey/AHAI or for conduct deemed to not be in the best interest of amateur hockey. A majority of the members of the committee shall constitute a quorum for the purpose of making a determination and a vote of the majority of the members present in accordance with the procedures established by the Board of Directors shall be required for action. Decisions of the Rules and Ethics Committee shall be final unless a notice of appeal there from is filed as herein provided. Any person or team affected
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by a decision of the Rules and Ethics Committee may appeal such decision by filing a written notice of appeal with the President of Bloomington Hockey within ten days after the date that the decision appealed from has been rendered, which appeal shall be acted upon by the Board of Directors whose decision shall be final. The Rules and Ethics Committee shall consist of a Chairperson, and two members of the Board of Directors.
Section 4 - Finance Committee. The Finance Committee shall prepare an annual budget for the organization utilizing the most accurate estimates of revenues and proposed expenditures available to the committee and monitor revenues and expenditures during the course of the fiscal year, advising the Board of Directors as to the financial condition of the organization. The Finance Committee shall adjust the budget as needed, invest revenues of the organization prudently, and file all necessary forms and paperwork required to satisfy the status of the organization. An annual report will be completed at the end of each fiscal year and presented to the Board of Directors. The Chairperson of the Finance Committee shall be the Treasurer of Bloomington Hockey. The President will appoint members of the Finance Committee, in part based upon recommendation of the Treasury.
Section 5 - Marketing and Public Relations Committee. The Marketing and Public Relations Committee shall investigate all opportunities to generate revenues and marketing opportunities for the organization, recommend such activities to the Board of Directors, and implement such activities approved by the Board of Directors. Revenues generated by such activities shall be turned over to the Treasurer of Bloomington Hockey and a full report shall be submitted to the Board of Directors for each such activity. The Chairperson of the Fundraising Committee shall appoint members of the committee. The Marketing and Public Relations Committee is responsible for dissemination of approved information to the membership, the community and the media.
ARTICLE VII
Section 1 - Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of office of and on behalf of Bloomington Hockey, and such authority may be general or confined to specific instance.
Section 2 - Loans. No loan shall be contracted on behalf of Bloomington Hockey and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3 - Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of Bloomington Hockey, shall be signed by such officers, agent or agents of Bloomington Hockey, and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4 - Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of Bloomington Hockey in such banks, trust companies, or other depositories as the Board of Directors may determine.
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CONTRACTS, LOANS CHECKS, AND DEPOSITS 8 of 10
ARTICLE VIII
The fiscal year of the Corporation shall begin on the first day of July in each year and end on the last day of June in each year.
FISCAL YEAR
ARTICLE IX
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of Bloomington Hockey and the words, "Not for Profit Corporation, Illinois."
SEAL
ARTICLE X
Whenever any notice is required to be given under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the Not For Profit Corporation Act of the State of Illinois, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI
These By-Laws may be altered, amended, or repealed and new By-Laws be adopted at any meeting of the Board of Directors of Bloomington Hockey by a favorable vote of the total Membership of the Board of Directors.
ARTICLE XII
Robert’s Rules of Order shall be followed at all meetings of the members of the Board of Directors of this Bloomington Hockey.
RULES OF ORDER
ARTICLE XIII
WRITTEN POLICY Bloomington Hockey has adopted a written policy explaining in detail how Bloomington Hockey operates on a day to day basis. This policy cannot be changed without a majority vote of the Board of Directors.
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ARTICLE XIV
DISPUTES
Each controversy, question or dispute regarding or having an impact on amateur hockey or amateur hockey players ("Dispute"), except those matters pertaining to playing rules specifically provided elsewhere within Bloomington Hockey and/or AHAI or USA Hockey By-Laws or Rules and Regulations, shall be resolved solely through the administrative procedures established in the By-Laws or Rules & Regulations of Bloomington Hockey and/or USA Hockey ("Disputes Resolution Procedures"). As a not-for-profit organization whose vital services are provided by volunteer effort, Bloomington Hockey and/or AHAI has established this Dispute Resolution Procedure to provide an efficient, orderly and uniform method of resolving all Disputes which utilizes the special skills, expertise and background of people experienced in hockey and sports administration matters. It is the further purpose of this By-Law to provide an administrative procedure that is a full and complete substitute for any court proceedings. Each person and entity within the jurisdiction of Bloomington Hockey (including each member, player, coach, official, referee, parent, guardian, agent or other person, and each affiliate member, league, team, club, sponsor, facility or other group or organization) agrees to abide by the Dispute Resolution Procedures by virtue of their membership, affiliation or participation at any time in Bloomington Hockey or an Bloomington Hockey program, and completely forgoes any recourse to a court of law or equity regarding the matters expressly or implicitly covered by the Dispute Resolution Procedures.
A waiver of, or failure to exercise or participate in, any Dispute Resolution Procedure is not an exhaustion of remedies and shall not diminish or alter the requirements or authority of the Dispute Resolution Procedures. In connection with any Dispute, Bloomington Hockey (including any of its duly authorized committees) shall have the power to impose fines and disciplinary action (up to and including suspension) and assess costs, in accordance with those rules established by the Bloomington Hockey Board of Directors. "Costs" shall also include the time of Bloomington Hockey personnel; for these purposes, a volunteer's time shall be measured by that individual's customary work position.
In the event of recourse to the courts of any jurisdiction on any matter and for any reason (and without altering the prohibition against such recourse stated above), the following principles shall prevail:
- a. the constructions, interpretations, rulings, procedures, decisions and opinions of Bloomington Hockey and/or USA Hockey (including their directors, officers and duly authorized personnel) shall be deferred to as being the product of their experience and judgmental expertise in amateur hockey and in the administration thereof;
b. if there is any rational basis for the decision of Bloomington Hockey and/or USA Hockey, such decision shall be upheld, and the only question shall be, did Bloomington Hockey and/or USA Hockey act contrary to the Constitution of the United States or the State of Illinois; the fact that another reasonable inference or interpretation could have been made will not be grounds for overruling or modifying a decision of Bloomington Hockey and/or AHAI and/or USA Hockey;
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c. only the evidence and theories explicitly presented to Bloomington Hockey and/or USA Hockey for consideration prior to the rendering of their decision may later be presented or considered in court;
d. the burden of proof shall be on the party attempting to have any decision or action of Bloomington Hockey and/or USA Hockey reversed, modified or changed in any way, and said burden shall be the equivalent of the highest degree of proof required in any civil proceedings; and,
e. each party not successful in overturning in its entirety a procedure, ruling or other decision of Bloomington Hockey and/or AHAI and/or USA Hockey, shall pay for any fees, expenses and other costs of Bloomington Hockey and USA Hockey with respect to that matter (including, but not limited to: attorneys' fees; court costs, court reporter, transcript, document and exhibit costs; fees and expenses of consultants, experts, investigators and witnesses, and in obtaining or producing materials or evidence; the transportation and other per diem or incidental expenses of each of the foregoing and of all volunteers; and, the value of each volunteer's time, both in and out of court, as measured by that individual's customary work position).
ARTICLE XV
DISTRIBUTION OF ASSETS
The assets of Bloomington Hockey are permanently dedicated to the exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of future laws). Bloomington Hockey shall not be operated for pecuniary profit and shall have no capital stock and shall make no distribution of dividends to its members, directors, officers or persons having a private interest to the activities of the Corporation.
In the event Bloomington Hockey is dissolved, the Board of Directors shall pay, satisfy and discharge all liabilities and obligations of Bloomington Hockey or make adequate provisions therefore and distribute all remaining assets of Bloomington Hockey to an organization or organizations engaged in activities substantially similar to those of Bloomington Hockey and organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization under section 501 (c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of future laws).
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