By-Laws
BYLAWS
Central Illinois Girls Hockey Association Inc. (NFP)
ARTICLE I: NAME, PURPOSE AND FUNCTIONS
Section 1. Name
This corporation, a not-for-profit corporation organized under the laws of the State of Illinois, shall be known as Central Illinois Girls hockey association Inc. (NFP) ("Corporation").
Section 2. Purpose and Functions
Purpose. Central Illinois Girls Hockey Association Inc. (NFP) is organized and operated to promote and facilitate recreational All-Girls hockey in general Central Illinois area. The mission of the organization is to promote physical fitness, general health and education concerning the sport of hockey as it pertains to All-Girls. It will strive to educate the community on the rewards and benefits of playing hockey from an early age through adulthood. The organization will help promote the advancement of hockey through financial support, education and events. All girls participating in programs though this organization shall be allowed to dual roster.
Limitations of Corporate Authority. The following provisions contained in the Corporation’s Articles of Incorporation are hereby ratified and adopted:
a. The Corporation, being organized exclusively for charitable and educational purposes, may make distributions to organizations that qualify as exempt organizations under §501(c)(3) of the Code.
b. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 set forth herein.
c. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements concerning), any political campaign on behalf of any candidate for public office.
d. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under the Internal Revenue Code or (2) by a corporation contributions to which are deductible under §170(c)(2) of the Code.
e. Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute all assets, both real and personal, to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under §501(c)(3) of the Code, and shall use said assets exclusively for the purposes of the Corporation in such manner, or as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of law of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for exempt purposes.
Article II: Membership
a. ANNUAL MEETING - The Annual Meeting of the member teams shall be held each year on the third Wednesday of March, beginning with the year 2017, for the purpose of electing directors of the Corporation Executive Board and for the transaction of such other business as may come before the meeting.
b. MEMBERSHIP - Any adult who is actively participating in the corporation by being a USAH/AHAI 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 USAH/AHAI registered participant in the ice hockey program of the organization shall be a member of the corporation shall be authorized by the parent or legal guardian signing the youth registration and listed on the master list/directory kept by the Registrar.
c. SPECIAL MEETINGS - Special meetings of the members may be called by the President, or a majority of the Corporation Executive Board.
d. PLACE OF MEETING - The President or Corporation Executive Board may designate any place within the State of Illinois as the place of meeting for any Annual Meeting or for any Special Meeting.
e. 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 delivered not less than ten nor more than thirty days before the date of the meeting to each member team entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member team at its address as it appears on the records of the corporation, with postage thereon prepaid.
f. VOTING RIGHTS -. Any USAH/AHAI registered coach, assistant coach, team manager, director or officer shall have a single vote. Any parent or legal guardian of any youth who is a USAH/AHAI registered participant in the ice hockey program of this organization shall have one vote per player. There shall be no cumulative voting.
g. VOTING DISPUTES - At any meeting of the member teams, any question or dispute relating to the validity or result of any vote shall be submitted to the incumbent Corporation Executive Board for a determination and the decision of the majority of the Board present, provided a quorum of the Board is present, shall be binding on all parties.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Power and Responsibility
The affairs of the Corporation shall be managed by and under the direction of a board of directors ("Corporation Executive Board").
Section 2. Number and Qualification of Trustees
The Corporation Executive Board shall consist of three to seven directors. The initial Directors for the Corporation Executive Board shall be appointed by the Corporation from and among candidates of its own choosing. Each affiliate community that pledges to support the corporation will be granted a single Director on the Board. If there is more than one affiliation location within a single community then the board position will rotate to a new organization within that community each year. Director positions granted to the affiliates cannot fill a Corporation Executive Board position as well as an affiliate director position. If an Affiliate Board Member Director is elected to a Corporation Executive Board Position that affiliation board member position will immediately be vacated and it will be required by the affiliate organization to re-appoint a new Director.
Section 3. Terms
Each Corporation Executive Board Director of this corporation shall serve for a term of three years or until a successor is appointed. Two (2) Directors shall be elected annually. Each such elected Director shall hold office for three (3) years or until his/her successor shall be duly elected or otherwise provided. A single director position will be appointed yearly by the Corporation Executive Board to fill a one year term. To be qualified, each candidate must be legally competent and has or will screened through the AHAI screening process & successfully complete the USAH Safe Sport Training Module prior to accepting the position here or she has been elected to. The Board will stagger the terms of the initial directors. A director may serve more than one partial or full term. Any newly elected officer(s) will officially take office the first Executive Board Meeting following the Annual Meeting in March.
Section 4. Resignation
Any director may resign at any time by giving his or her resignation in writing to the President, Secretary or Treasurer. A resignation shall take effect at the time specified therein, or if not specified therein, the resignation shall be effective upon receipt by either the President, Secretary or Treasurer.
Section 5. Removal of Directors
A Director may be removed, with or without cause, by the Corporation Executive Board. A removal by the Corporation Executive Board shall be by a majority vote (4 of 7 Corporation Executive Board members). There can be an appeal sent to the board in writing within 30 days of the removal which will be reviewed by the board and acted accordingly.
Section 6. Vacancies
In the event of the death, resignation, removal or inability to act of a Director, the Corporation Executive Board shall immediately appoint a member to serve the remaining portion of the term as interim director
Section 7. Compensation
Directors shall not receive any compensation for their services, but by resolution of the Corporation Executive Board they may be reimbursed for any reasonable expenses incurred on behalf of the Corporation.
Section 8. Meetings of Directors
a. Regular Meetings. The Corporation Executive Board and Affiliate Board shall hold monthly meetings during the regular hockey season between the months of September and March. Meetings can be reduced to every two months during the off season.
b. Special Meetings. Special meetings of the Corporation Executive Board shall be called by the President or any three Corporation Executive Board Directors. At least ten days prior written notice shall be given for a special meeting of the Corporation Executive Board, and the purpose of the special meeting shall be set forth in the notice.
c. Location of Meetings. The regular meetings of the Corporation Executive Board and Affiliate Board shall be held in locations designated by the President, unless a location is approved at a regular or special meeting of the Corporation Executive Board. The Corporation Executive Board shall designate the location of any special meeting requiring attendance in person.
Section 9. Quorum and Voting
A majority of the Corporation Executive Board shall constitute a quorum (4 of 7 Corporation Executive Board Members). The act of a majority of the Corporation Executive Board present at a meeting at which a quorum is present shall be the act of the Corporation Executive Board, unless the act of a greater number is required by statute, these Bylaws, or the Articles of Incorporation. If a quorum is not present at any meeting of the Corporation Executive Board, a majority of the Corporation Executive Board present may adjourn the meeting to another time. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of Directors at any meeting shall not cause failure of a duly constituted quorum at that meeting. The President will not vote unless there is a tie.
Section 10. Action by Corporation Board or Committee
a. Action of the Corporation Executive Board by Unanimous Consent. Any action required by law, the Articles of Incorporation, or these Bylaws to be taken at a meeting of the Corporation Executive Board or any other action that may be taken at a meeting of the Corporation Executive Board may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of all Corporation Executive Board Directors present to constitute a quorum. All of the approvals evidencing the consent action taken shall be delivered to the Secretary to be filed in the corporate records and shall be effective when all Directors have approved the consent unless the consent specifies a different effective date. Any such consent signed by all the Directors shall have the same effect as a unanimous vote.
b. Corporation Executive Board Meeting Attendance. Corporation Executive Board Directors shall attend all regular and special meetings of the Corporation Executive Board in person, except that the Corporation Executive Board, or the person or persons calling a meeting of the Corporation Executive Board, may specify that a meeting shall be held through the use of conference telecommunications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the persons so participating.
Section 11. Annual Report
The Corporation Executive Board shall file annual reports as required by law and shall keep a record of transactions of the Corporation. Upon Request all financial statements shall be released to requesting party.
ARTICLE IV: OFFICERS
Section 1. Officers
The officers of the Corporation shall be President, Vice-President, Registrar, Secretary and Treasurer and shall be elected yearly from the Corporation Executive Board Directors by the Corporation Executive Board Directors. At the annual meeting of the Corporation, the Corporation Executive Board shall elect the President for a one (1) year term beginning immediately upon adjournment of that annual meeting and expiring when a successor is appointed.
The Vice President, Registrar, and Secretary/Treasurer shall be elected by the Corporation Executive Board of Directors and affiliate Directory at the first meeting of the Directors after the annual meeting, from nominations from the floor, each for a one (1) year term expiring when a successor is appointed. All officers of the Corporation Executive Board and Affiliate Board will be required to complete all required SafeSport and screening in accordance with AHAI and USAH rules and regulations.
Section 2. President
The President shall convene Corporation Executive Board as stated in Section 8. He/she shall have the general powers and duties of supervision and management of the Corporation that usually pertain to the office of president. The President shall perform all such duties as are properly required by the Corporation Executive Board. The President or his/her designee may enjoin the corporation into contracts and other obligations. The President shall be an ex officio member of all committees, except the Nominating Committee, and shall serve as President of the Executive Committee. The President can only be held by a member who has served as a minimum of 1 year on the board.
Section 3. Vice President
The Vice President shall, in the absence of the President, perform the duties and exercise the powers of the President. In the event the Vice President must act on behalf of the President or assume the responsibilities of the President and has less than 1 year of experience on the board that requirement will be waived.
Section 4. Secretary
The Secretary shall be responsible for keeping records of Corporation Executive Board actions, including overseeing the taking of minutes at all Corporation Executive Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Corporation Executive Board member, and assuring that corporate records are maintained.
Section 5. Treasurer
The Treasurer shall make a financial report at each Corporation Executive Board meeting, assist in the preparation of the budget, oversee the fund raising committee, help execute on fundraising activities, maintain financial records of such activities, and make financial information available to Corporation Executive Board members as defined in Article III.
The Treasurer will ensure an annual audit is performed by an independent auditor on all financial activities performed.
Section 6. Registrar
The Registrar shall be (a) responsible for the registering of players, coaches, managers and teams with the state in accordance with The Amateur Hockey Association of Illinois By-Laws, Rules and Regulation and USA Hockey; (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. All Player personal information (as minor persons) will be kept secure at all times.
Section 7. Indemnification
Indemnification in Actions Other than by or in the Right of the Corporation. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Indemnification in Actions by or in the Right of the Corporation. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Right to Payment of Expenses. To the extent that a director, officer, employee, or agent of the corporation has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Payment Of Expenses In Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.
Indemnification Not Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.
References to Corporation. For purposes of this Article, references to "the corporation" shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger that, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees, or agents, so that any person who was a director, officer, employee, or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.
ARTICLE V: COMMITTEES
The Corporation Executive Board shall have the power to establish such committees as deemed necessary for the proper administration of the corporation, including an Executive Committee which shall have and exercise the authority of the Corporation Executive Board in the management of the business of the Corporation between meetings of the Corporation Executive Board of Directors. The Corporation Executive Board of Directors shall appoint the chairperson to the Rules and Ethics, committee and will maintain that as standing committees. All chairperson positions shall be filled by current members of the Corporation Executive Board of Directors or designee.
ARTICLE VI: FINANCES
Section 1. Finances
The funds of the Corporation shall be deposited in its name with such banks or trust companies as the Corporation Executive Board may designate. All checks, drafts or other negotiable instruments of the Corporation shall be signed by such officers or agents as the Board may designate by resolution. No officers or agents of the Corporation shall have power to make any checks, notes, drafts or other negotiable instruments in the name of the Corporation or to bind the Corporation thereby, except as provided in this Article.
Section 2. Investment
A private foundation shall not be exempt from taxation under section 501(a) unless its governing instrument includes provisions the effects of which are to require its income for each taxable year to be distributed at such time and in such manner as not to subject the foundation to tax under section 4942, and to prohibit the foundation from engaging in any act of self-dealing (as defined in section 4941(d)), from retaining any excess business holdings (as defined in section 4943(c)), from making any investments in such manner as to subject the foundation to tax under section 4944, and from making any taxable expenditures (as defined in section 4945(d)).
Section 3. Fiscal Year
The fiscal year of the Corporation shall begin on April 1 and end on March 31.
ARTICLE VII: ADMINISTRATION AND MANAGEMENT
The Corporation Executive Board may appoint an individual or organization who/which, subject to the direction of the Corporation Exec Board, shall assist in administering the Corporation. This corporation shall abide by and be subject to ALL the USA Hockey and AHAI Bylaws and Rules & regulations, with particular attention to AHAI’s Article 19, the “Affiliate Agreement”. The Affiliate Agreement shall take precedent over these by laws should there be a conflict.
ARTICLE VIII: AMENDMENTS
These Bylaws may be amended by a two-thirds majority of the Corporation Executive Board. (5 of 7 Executive Board Members) on an annual basis unless there are extenuating circumstances.
ARTICLE IX: OFFICES
The Corporation shall have and continuously maintain within the State of Illinois, a registered office, and a registered agent who is identical with such registered office, and may have other offices within or without the State of Illinois as the Corporation Executive Board may determine.
ARTICLE X: BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Corporation Executive Board.
ARTICLE XI: WAIVER OF NOTICE
Whenever any notice is required to be given under applicable law, the Articles of Incorporation, or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII: WAIVER OR REDUCTION OF FEES
The Corporation, being organized exclusively for charitable purposes under Illinois law, shall strive to make its services and products available to the appropriate general public without undue obstacles to access. It is the general policy of the Corporation that any fees or charges associated with the charitable services or products of the Corporation shall be waived or reduced in accordance with each recipient’s ability to pay. The Corporation Executive Board shall have the discretion to make such waivers or reductions, when appropriate, to ensure the maximum distribution of the Corporation’s charitable services or products. More specifically, the program fee schedules (if any) shall be set in accordance with 35 ILCS 200/15-65(c).
ARTICLE XIII: ICE MANAGEMENT
Section 1: Ice Purchase
The Corporation, being organized as a group of communities will purchase ice within the communities that have signed an official pledge of support for the organization Ice purchases shall attempt to be as consistent across the participating affiliates based on the percentage of female youth hockey players participating from that community
Section 2: Ice Slot Distribution for Practices and Games
It is the intent of the organization hold practices and games in each rink according to the percentage of girls’ rosters on a specific team. In addition, we as an organization want to limit travel requirements at the U8 and U10. This ice distribution policy is not intended to be made mandatory at any age level.