CHICAGO BRUINS HOCKEY CLUB STATEMENT OF PURPOSE AND BY-LAWS

Transcription

1 CHICAGO BRUINS HOCKEY CLUB STATEMENT OF PURPOSE AND BY-LAWS ARTICLE I- NAME The name of this organization shall be the Chicago Bruins Hockey Club (hereinafter referred to as CBHC ). The CBHC is a not-for-profit organization under section 501 (c) (3) of the Internal Revenue Service code. ARTICLE II- AFFILIATION The CBHC shall be affiliated with USA Hockey, the Amateur Hockey Association of Illinois (AHAI), the Central States Developmental Hockey League (CSDHL), the Northern Illinois Hockey League (NIHL), the Northwest Hockey League (NWHL) and the South West Spring League (SWSL) and other affiliations as deemed necessary by the Board of Directors. ARTICLE III- PURPOSE AND MISSION STATEMENT The Chicago Bruins Hockey Club is a not-for-profit organization whose purpose is to promote the education, enjoyment and competitive benefits of youth ice hockey. It is our goal to teach the fundamentals of ice hockey and the fun of playing the game. We are not an organization whose purpose is to win at all costs. We support fair participation for all players regardless of playing ability, to measure development in personal growth, hard work, self-discipline and team work. We strive to teach the valuable lessons of youth athletics that can be equated to everyday life...work hard, play fair, and love what you do. The Chicago Bruins Youth Hockey Club is guided by the principles; Integrity, Sportsmanship, and Respect. ARTICLE IV ELIGIBILITY Any area youth who has his or her parental consent and whose parent or legal guardian has signed a contractual agreement with the CBHC to abide by the rules and regulations of the CBHC and any associated affiliate of the CBHC and satisfies their payment of fees is eligible for membership in the CBHC. Any parent or legal guardian of an eligible member as defined above shall also be considered a member of the CBHC. A person who does not have a player participating and is not a Member defined in accordance with the above, however who volunteers, is appointed or employed by CBHC to carry out tasks or functions on behalf of CBHC shall be considered a Member. A Member in good standing is one whose financial obligations is up-to-date and has no outstanding sanctions against them from USA Hockey, AHAI or other hockey associations. A Member may resign from an active season at anytime by written notice filed with the registrar or by not signing an active team roster. If a Member chooses to resign after signing an active roster for any other reason than an approved medical or a family situation (such as hardship or out-of-state relocation) acknowledged by the Board of Directors, then said Member shall be responsible for full payment of that seasons

2 financial obligation. The Board of Directors shall have sole discretion on a Member s removal for anything other than issues related to financial obligation. A simple majority of all current voting Board of Directors present shall be needed to remove a Member under those circumstances. ARTICLE V OFFICE AND AGENT The CBHC shall have and continuously maintain a registered office in the State of Illinois, and a registered agent whose office is identical with such registered office, as required by the Illinois General Not For Profit Corporation Act. The address of the registered office and the name o f t h e registered agent may be changed from time to time by the Board of Directors. ARTICLE VI BOARD OF DIRECTORS Section General Powers. The business affairs of the CBHC shall be managed by its Board of Directors (hereinafter referred to as BOD ). Section 6.2. Number. The number of directors shall be not less than three (3) or more than twelve (12) as determined from time to time by the BOD. Section 6.3. Elections. Anyone interested in being a director candidate must be nominated by current director. Elections of directors shall take place as close to March 30 in any given year that elections are necessary or as required by the BOD. Section 6.4. Tenure. Except as otherwise provided by these Bylaws and unless such individual earlier resign s or is removed, each d irect or sh all h old of f ice f or a t erm of three (3) years and until the director s successor is elected, qualified, and assumes such position. Section 6.5. Removal. If, in the best interest of the CBHC, the removal of a director is necessitated, a two-thirds vote of the BOD shall be required to remove said director. In that case, a vacant director position can be filled at any meeting of the BOD. Section 6.6. Vacancies. Any vacancy occurring in the BOD m a y b e f i l l e d b y t h e a f f i r m a t i v e v o t e o f a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled in the next regular election of directors and officers voted upon by the members. Section 6.7 Compensation. Directors shall not receive any stated salary for their services, but by resolution of the BOD, payment of expenses of attendance, if any, may be allowed for attendance at each regular or special meetings of the BOD. Nothing herein contained shall be construed to preclude any director from serving the CBHC in any other capacity and receiving compensation therefore. ARTICLE VII MEETINGS OF THE BOARD OF DIRECTORS Section 7.1. Monthly Meetings. Monthly meetings o f t h e BOD shall be held, without the need for any further notice other than this Bylaw, at a location determined by the BOD. The BOD may

3 provide, by resolution, the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the BOD without the requirement of any further notice other than such resolution. Section 7.2. Special Meetings. Special meetings of the BOD may b e called b y or at t h e req u est of t h e P r e s i d e n t o r a n y t h r e e ( 3 ) directors. The person or persons calling for any such special meeting of the BOD may fix the place, either within or without the State of Illinois, and time for holding such special meeting. Section 7.3. Notice. Notice of any special meeting of the BOD shall be given not less than twenty (20) days prior to the date of such meeting by written notice delivered personally or sent by mail or telegram to each director at his address shown by the records of the CBHC or by electronic transmission to such address or facsimile telephone number shown on the records of the CBHC as having been designated by such director for receipt of electronic notices or other electronic deliveries. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope 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. 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 the meeting is not lawfully called or convened. Neither the business to be translated at, nor the purpose of, any such regular or special meeting of the BOD need be specified in any notice of such meeting. S e c t i o n 4. Quorum. A m a j o r i t y o f t h e BOD shall constitute a quorum for the transaction of business at any meeting of the BOD. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, without further notice. Section 5. Manner of Acting. The a c t o f a m a j o r i t y o f t h e d i r e c t o r s p r e s e n t a t a m e e t i n g a t w h i c h a quorum is present shall be the act of the BOD, unless the act of a greater number is required by law or by these Bylaws. Section 6. Participation by Conference Telephone or Other Communication Equipment. Directors may participate in a meeting of the BOD by means of a conference telephone or other communications equipment by means of which all directors participating in such a meeting can c o m m u n i c a t e w i t h e a c h o t h e r. P a r t i c i p a t i o n i n a m e e ting pursuant to this section shall constitute attendance and presence in person at such meeting of the person or persons so participating. S e c t i o n 7. Action Without a Meeting of Directors. Any action required or permitted to be taken at a meeting of the BOD, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all directors entitled to vote with respect to the subject matter thereof. Section 8. Proxies. No director may act by proxy on any matter to be acted upon by the BOD.

4 ARTICLE VIII - OFFICERS S e c t i o n 8.1. Officers. T h e o f f i c e r s o f t h e C B H C s h a l l b e a P r e s i d e n t, one or more Vice Presidents, a S e c r e t a r y, a T r e a s u r e r, a n d s u c h o t h e r o f f i c e r s a s m a y b e e l e c t e d b y t h e B O D. T h e B O D may elect or appoint such other officers to have the authority and perform the duties prescribed, from time t o t i m e, b y t h e BOD. A n y t w o o r m o r e o f f i c e s m a y b e h e l d b y t h e s a m e p e r s o n, e x c e p t t h e o f f i c e s of the President and Secretary. Section 8.2. Responsibilities of the President. The President shall be the principal executive officer of the CBHC and shall exercise general supervision and control over the business affairs of the CBHC. H e s h a l l p r e s i d e a t a l l m e e t i n g s o f t h e m e m b e r s a n d o f t h e BOD. T h e P r e s i d e n t s hall consult with the BOD concerning appointment of a nominating committee and designation of committee c h a i r s. H e m a y s i g n, w i t h t h e S e c r e t a r y o r a n y o t h e r p r o p e r o f f i c e r o f t h e CBHC authorized by the BOD, a n y d e e d s, m o r t g a g e s, b o n d s, c o n t r a c t s, o r o t h e r instruments which the BOD has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the BOD o r b y t h e s e B y l a w s o r b y s t a t u t e t o s o m e o t h e r o f f i c e r o r a g e n t o f t h e CBHC, and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the BOD from time to time. Section 8.3 Responsibilities of the Vice President. I n t h e a b s e n c e o f t h e P r e s i d e n t, o r i n t h e e v e n t o f his inability or refusal to act, the Vice President (or in the event there will be more than one Vice President, each of the Vice Presidents) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as, from time to time, may be assigned by the President or by the BOD. Section 8.4. Responsibilities of the Treasurer. The Treasurer shall have charge of and be responsible for all funds and securities of the CBHC; e i t h e r d i r e c t l y o r t h r o u g h a g e n t s o f t h e CBHC under his or her general oversight and review, receive moneys due and payable to the CBHC from any source whatsoever and give receipts thereof, and deposit, or cause to be deposited, all such m o n e y s i n t h e n a m e o f t h e CBHC in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and, in general, perform all duties as from time to time may be assigned to him or her by the President or by the BOD. Section 8.5. Responsibilities of the Secretary. The Secretary shall keep the minutes of the meetings of the members and of the BOD in one or more books provided for that purpose; see that all n o t i c e s a r e d u l y g i v e n i n a c c o r dance with the provisions of these Bylaws or as required by law; be custodian of the corporate records as duly authorized in accordance with the provisions of these B y l a w s ; k e e p, o r c a u s e t o b e k e p t, a r e g i s t e r o f t h e p o s t o f f i c e a d d r e s s o f e a c h m e m b e r w h i ch shall be furnished to the Secretary by such member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the

5 President or by the BOD Section 8.6. Responsibilities of Other Officers. The other officers of the CBHC, as determined by t h e B O D, in general, shall perform such duties as assigned to them by the President, or by the BOD. ARTICLE IX - COMMITTEES S e c t i o n 9.1. Committees. The BOD, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees to carry out such duties or activities as designated by the BOD. Committee actions will be reported to the BOD and are subject to BOD approval before implementations. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the BOD, or any individual director, of any responsibility imposed upon the BOD, or any individual director, by law. Section 9.2. Commissions and Advisory Bodies. The BOD may create and appoint persons to a commission or advisory body, which body may not act on behalf of the CBHC or bind it to any action, but may make recommendations to the BOD or to the officers. Section 9.3. Term of Office. Each member of a committee shall continue as such until the conclusion of a full-season, including the spring season, and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Any one person may serve more than (1) term on any committee. Section 9.4. Chairman. One member of each committee shall be appointed chairman of such committee. Secti o n Composition. E a c h c o m m i t t e e s h a l l c o n t a i n a t l e a s t o n e ( 1 ) b o a r d m e m b e r a n d o t h e r members as deemed necessary by the chair to achieve the goals of the committee, unless o t h e r w i s e s p e c i f i e d i n t h e s e B y l a w s. N o p e r s o n m a y c h a i r m o r e t h a n o n e ( 1 ) c o m m i t t e e a t a n y o n e time, with the exception of the chairing of the BOD. Section 9.6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Section 9.7. Quorum. Unless otherwise provided in the resolution of the BOD designating a c o m m i t t e e, a m a j o r i t y o f t h e w h o l e c o m m i t t e e s h a l l c o n s t i t u t e a q u o r u m a n d t h e a c t o f a m a j o r i t y of the members present at a meeting at which a quorum is present shall be the act of the committee. Sect ion 9.8. Rules. Each committee may adopt rules for its own governance, provided such rules are not inconsistent with applicable laws, these Bylaws or with rules adopted by the BOD.

6 ARTICLE X - CONTRACTS, CHECKS, DEPOSITS, AND GIFTS Section Contracts. The BOD may authorize any officer or officers, agent or agents of the CBHC, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the CBHC, and such authority may be general or confined to specific instances. Section Checks, Drafts, and Evidence of Indebtedness. All checks, drafts or orders for the p a y m e n t o f m o n e y, n o t e s o r o t h e r e v i d e n c e s o f i n d e b t e d n e s s i s s u e d i n t h e n a m e o f t h e CBHC shall be signed by such officer or officers and/or agent or agents of the CBHC and, in such manner, as shall from time to time be determined by resolution of the BOD. In the absence of such determination by the BOD, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the CBHC. Section Deposits. All funds of the CBHC sh all b e d ep osit ed, f rom t ime t o t ime, t o t h e cred it of the CBHC in such banks, trust companies, or other depositories as selected by the BOD. S e c t i o n Gifts. The BOD m a y a c c e p t o n b e h a l f o f t h e CBHC any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the CBHC. ARTICLE XI - BOOKS AND RECORDS The CBHC shall keep correct and complete books and records of account and shall also keep minutes of the proceed in gs of it s memb ers, BOD, an d Commit t ees h avin g an y of t h e au t h orit y of the BOD and shall keep at its principal business office a record of the names and addresses of all m e m b e r s e n t i t l e d t o v o t e. A l l b o o k s a n d r e c o r d s o f t h e CBHC may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. ARTICLE XII - FISCAL YEAR The fiscal year of the CBHC shall begin on the first day of July and end on the last day of June of each year. ARTICLE XIII - FEES Section Annual Fees. The BOD may determine, from time to time, the amount of fees required by all the members of CBHC to be considered members of the CBHC. Section Payment of Fees. Fees for each fiscal year will be billed on such schedule as determined by the BOD. Section Default and Termination of Membership. Any member who is delinquent more than three (3) months, in the payment of fees, will be considered in default and the member s membership shall be terminated effective as of such date. The CBHC s h a l l s e n d w r i t t e n n o t i c e t o a member of his delinquency in payment of dues on such schedule as the BOD m a y d e s i g n a t e f r o m t ime t o t ime an d sh all also send written notice to any member whose membership is terminated

7 due to failure to pay dues in accordance with this Section of such termination of membership. No corporate seal is required. ARTICLE XIV - SEAL ARTICLE XV - WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the Illinois General Not for Profit Corporation Act, or under the provisions of t h e a r t i c l e s o f i n c o r p o r a t i o n o r i n t h e B y l a w s o f the CBHC, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice. ARTICLE XVI - INDEMNIFICATION The CBHC shall indemnify its officers, directors, employees and agents to the maximum extent permitted by the Illinois General Not For Profit Corporation Act of 1986, as amended ARTICLE XVII - PROHIBITED ACTIVITIES No member, officer, director, employee, or agent of the CBHC shall take any action or carry any activity by or on behalf of the CBHC which is not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations, as they now exist or may be hereafter amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and regulations, as they now exist or as they may hereafter be amended. ARTICLE XVIII - AMENDMENTS TO BYLAWS The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of all of the members of the BOD at an y regu lar meet in g or at an y sp ecial meet in g. If at least t en (10) days written notice is given of intention to alter, amend, or repeal or adopt new Bylaws at such meeting. ARTICLE XIX FINAL INTERRETATIONS OF BY-LAWS All final interpretations of by-laws will be by the BOD to the maximum extent permitted by law. Thes e b y -laws accepted and approved this 11 th d a y o f April, 2011 b y a unanimous v o t e o f t h e B O D.