Nashville Jr. Predators  By-Laws

Due to organizational changes these By-Laws are currently being amended for the 2011 -2012 season.
 

1.0 NAME

1.1 The name of this nonprofit corporation is the GREATER NASHVILLE MINOR HOCKEY ASSOCIATION, Inc. (hereinafter referred to as "GNMHA" or the "Association").

2.0 PURPOSE

2.1 The purpose of GNMHA, in addition to any purposes set forth in the Articles of Incorporation of the organization, is as follows:

(a) To promote Tier I and II ice hockey among the youth of the greater Nashville area.

(b) To organize for this purpose a body for carrying out the aims of promoting the sport of hockey and for obtaining facilities for a program of promotion, training, and playing of hockey and any and all other activities relating or beneficial in any way to the sport of hockey.

(c) To organize participants in Tier 1 and II hockey into teams and leagues and to provide coaching and other activities necessary for orderly participation in Tier II hockey.

(d) "Notwithstanding any other provision of the articles of incorporation, this corporation shall not carry on any other 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 1954 or the corresponding provision of any future United States Internal Revenue Law of (b) by a cooperation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 or any other corresponding provision of any future United States Internal Revenue Law."

(e) To develop, implement, and maintain a Screening and Abuse Policy, and other such policies as required by USA Hockey which assures GNMHA participants that its coaches and administrators comply with principles and standards of conduct established by GNMHA;

(f) To manage programs that are highly competitive but very affordable.

3.0 NON-PROFIT STATEMENT

3.1 GNMHA is and shall remain nonprofit, nonsectarian and nonpartisan.

3.2 GNMHA does not contemplate pecuniary gain or profit to any member thereof and is organized solely for nonprofit purposes.

3.3 No substantial part of the activities of the Corporation shall consist of attempting to propose, support, oppose, advocate the adoption or rejection of. or otherwise influence legislation by propaganda or otherwise, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from Federal taxation under Section 501 (c)(3) of the Code and the Regulations or the corresponding provisions of any subsequent Federal tax laws or by an organization contributions to which are deductible under Section I70(c)(2) of the Code and the Regulations or the corresponding provisions of any subsequent Federal tax laws.

3.4 No part of any net earnings of GNMHA shall inure to the benefit of any Registered Team Member or any individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered by a Director, Officer, employees, or agents and to pay principal and interest at a reasonable rate not exceeding current market rates on funds loaned or advanced by a Director or Officer of the Corporation.

4.0 MEMBERSHIP

4.1 Membership in GNMHA will be offered but not guaranteed to anyone desiring to promote Tier I or II ice hockey in the greater Nashville area. Membership can be acquired by application and payment of dues in a manner set forth in the rules and regulations.

4.2 Membership shall be comprised of all players, adult members of the family of a participating player, coaches, assistant coaches, managers, officials, committee members, directors, and officers.

4.3 The terms "member" and "membership," as used in these Bylaws, shall refer to only non-voting members. This Association will have one class of members without voting rights as specified in these Bylaws.

4.4 No person shall be subject to discrimination in any program or activity on the basis of race, color, religion, sex, national origin, or handicapping condition.

4.5 Members in good standing are those members who have fully met their financial obligations with respect to payment of registration fees, league fees and other fees assessed by the Association and who are in compliance with the Association's rules.

4.6 All registered members with GNMHA shall, by their registration, be deemed to have indicated their willingness to comply with the Bylaws and the policies, guidelines, rules and regulations of GNMHA and USA Hockey, and shall be subject to the policies, guidelines, rules and regulations thereof.

4.7 False information given on any GNMHA form regarding a player's age, date of birth or residence shall result in a suspension of the player from further play in any age level for the remainder of the hockey season. Any team for which he/she plays shall be penalized in accordance with the rules governing the use of an ineligible player.

4.8 The Board of Directors shall have the right and discretion to refuse membership in GNMHA

5.0 MEETING OF THE MEMBERSHIP

5.1 All meetings of the membership of the Association shall be held as designated by the Board of Directors.

6.0 BOARD OF DIRECTORS

6.1 The property, business and affairs of the Association shall be managed by a board of directors (the “Board” or “Directors”). The number of board members shall be Concurrent with the number of organizations in the member charter plus 1 non affiliated member. The current members of the Board shall be designated as “At Large Directors” and shall continue to hold office for their current terms and any successor term as provided in Article 6.3. The number of members of the Board may be increased or decreased by resolution of the Board.

The GMNHA board shall consist of board members in equal entities from its Member organizations. Member organizations are defined as organizations listed in the member charter. All board members must be certified as a member of a local member organization. There shall be an even number (2) of Board members from each of the member organizations. Member organizations shall vote to include one GNMHA President from approved members with no member affiliation.

6.2 The duties of the Board of Directors shall be as set forth in Addendum B hereto.

6..3 Election of Directors: Each At Large Director shall be elected by the affirmative vote of a majority of the existing At Large members of the Board at its annual meeting and shall hold office for a term of three (3) years from the date of expiration of the prior term or until his or her successor is elected and qualified or until his or her earlier resignation, removal, disqualification, incapacity, or death. The terms of the At Large members of the Board shall be staggered so that no more than one-half of the At Large members of the Board shall have their term expire in any twelve‑month period. At Large Directors may be re‑elected, except that if an At Large Director shall be considered for reelection to the Board, such Director must abstain from voting on the matter.

6.4 Any Director may resign at any time upon written notice to the Association addressed to it at its principal office or to its President or Secretary. Any such resignation shall become effective at the time or upon the happening of the condition, if any, specified therein, or, if no such condition or time is specified, upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6.5 No Director may be removed from office by the Board except as provided in these By-laws. Any At Large Director elected may be removed from office with or without cause by the affirmative vote of two thirds (2/3) of the At Large members of the Board.

6.6 Any vacancy in the Board occurring by reason of the resignation, removal, disqualification, incapacity, or death of an At Large Director shall be filled by a majority vote of the remaining At Large members of the Board, even though such remaining Directors shall constitute less than a quorum of the Board, the Director to hold office for the unexpired portion of the term related to such vacancy.

6.7 The meetings of the Board shall be held at such location and date as shall be determined by the President of the Association.

6.8 Special meetings of the Board shall be called at any time by the President of the Association or, in the case of the death, absence, incapacity, or refusal of the President, by the Secretary of the Association upon the written request of any two (2) Directors. The purpose or purposes for which a special meeting of the Board is called must be stated in the call for or notice of the meeting. Business transacted at a special meeting shall be held at such location as may be designated from time to time by the Board or in the absence of such designation, by the officer of the Association calling the meeting.

6.9 Written notice of the tune, day, and place of all meetings of the Board shall be given to all members of the Board at least seven (7) days before the date of the meeting either personally or by mail. A waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

6.10 Each Director shall be entitled to one (1) vote. In the event of a tie vote, the President of the Association shall cast the tie-breaking vote on all issues that come before the Board of Directors meetings.

6.11 The Board of Directors shall have, and may exercise all powers in the management of business and affairs of the Association in such a manner as the Board deems to be in the best interest of the Association. The Board of Directors shall have the power to determine and resolve disputes, and the determination of the Board shall be final and conclusive.

6.12 The At Large members of the Board shall have the authority to remove any At Large Director whose acts of conduct are considered, by the majority vote of the At Large Directors, to be prejudicial to the best interest of the Association. The Secretary shall provide at least ten days notice to the Board member to be expelled and to the members of the Board prior to the regular or special meeting at which the matter will be resolved.

7.0 MEETINGS

7.1 The Board of Directors regular meetings shall be held once every six months on a day, time

and place as designated by the President. There shall be a meeting of the Board in the month of April annually.

7.2 Special meetings of the Board of Directors may be held at any time when called by the President. All special meetings of the Board of Directors shall be open to any parent or player participating in activities overseen by GNMHA, unless the President concludes the sensitivity of the issues to be discussed precludes such participation. Other parties involved in any matter brought before the board may attend at the discretion of the President.

7.3 Except as otherwise required by law, the President may request to hold executive sessions as may be deemed necessary. No formal notice of any executive session shall be necessary. No proxy voting will be allowed. Matters that require an executive meeting are considered confidential in nature and only open to Directors. Other parties involved in any matter that requires an executive meeting, may attend at the discretion of the President. The business conducted at an executive meeting shall be limited to the purposes for which the meeting was called.

7.4 If a member of the Association desires to have a subject discussed or action taken on a subject at a Board of Directors regular meeting, they must submit the subject in writing for inclusion as an agenda item to the Board President approximately one (1) week prior to the meeting date. The President may recommend any submitted items to the proper committees before inclusion on any agenda.

7.5 A quorum shall exist when a majority of the Board are present in person at the call of the meeting. The Board shall by their majority vote, render all decisions brought before them or originated by them, on any and all matters concerning the best interest of GNMHA, except that, and notwithstanding anything in Article 6.10 to the contrary.

7.6 All members of the Board are required to attend at least two (2) of every three (3) regular meetings. Proxy voting will be permitted. Upon violation of the attendance requirements, the Director will be notified of the violation and at the next absence, the attendance violation will be brought before the Board for action.

7.7 Any actions that require approval by the Board may be taken without a meeting if all members of the Board individually or collectively consent to such action. Such written action consent shall have the same force and effect as the unanimous vote of such Directors.

7.7 It is the duty and responsibility of each Officer and Director to conduct himself in a manner that reflects credit on the Association and its members and USA Hockey. Every Director and Officer of the Association shall respect the confidentiality of all matters brought before the Board. Conduct of any Officer or Director found to be a discredit to the interest of GNMHA or refusal to render reasonable assistance in carrying out the purpose of the Association, shall be grounds for immediate removal as a Director or Officer of the Board.

8.0 OFFICERS

8.1 Officers of the Association shall be elected at the April meeting of the Board of Directors and shall consist of President, Secretary, and Treasurer.

8.2. The President, Secretary and Treasurer will be elected from the Board of Directors. In the event nominations are not taken from the Board for President, Treasurer and/or Secretary, nominations shall be taken from the general membership and voted on by the Board. If the President is elected from within the Board of Directors an alternate may be voted in to fill his or her vacancy on the Board since the President does not vote except in the case of ties. The Board of Directors may, from time to time, elect any such other officers from the general membership, as required, but there shall never be more than 12 voting board members plus the president. The term of an alternate or member voted to fill the vacancy of an Officer will be for one year.

8.2 The term of office of the new Board of Directors shall commence at the April Board of Directors meeting. All officers must be members of the Association and shall serve from the time of election until a successor has been elected and qualified to serve or the Officer has been removed from the Board.

8.3 The duties of the Officers shall be as set forth in Addendum A hereto.

8.4 The President shall act as chairman of the Board of Directors but shall have no vote except in the event of a tie vote by the Directors, in which case the President shall cast the tie-breaking vote. All other Officers shall serve a term of one (1) year. Nothing contained herein shall prohibit an Officer from being re-elected for consecutive terms. Of the offices established above, no two (2) or more offices may be held by the same person at the same time within GNMHA.

8.5 The following order of succession shall apply in the event the President is unable or unwilling to perform his/her duties during a meeting:

• Treasurer

• Secretary/Registrar

• Hockey Director

8.6 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 the Officers of this Association shall be reasonable and given in return for services actually rendered to or for the Association.

9.0 CONTRACTS, CHECKS, DEPOSITS, FUNDS AND FISCAL YEAR

9.1 All contracts, conveyances, and other instruments involving expenditure or commitment of Association funds in excess of $3,000,00, to be executed in the name of the Association shall be signed by the President, attested by the Secretary, and approved by the Board.

9.2 Monies to be dispersed by the Association must have the approval and the signature of the President , Treasurer, or designated Bookkeeper of GNMHA. All expenditures are to be disclosed to the Treasurer or Bookkeeper on a timely basis and must be supported with receipts. No Officer, Director or other representative of GNMHA shall authorize or make any expenditure of Association funds in excess of $3,000,00 or commit the Association to any liability in excess of $3,000,00 whatsoever, unless such expenditure or commitment has been previously approved by the Board.

9.3 All funds of GNMHA shall be deposited from time to time to the credit of GNMHA in such banks, trust companies or other depositories as the Board of Directors may select.

9.4 The Board of Directors may accept on behalf of GNMHA any contribution, gift, bequest or devise for the general purposes or for any special purpose of GNMHA.

9.5 The GNMHA Treasurer shall provide the Board of Directors with fiscal status report at each meeting of the Board and at such times as may be requested by the President.

9.6 The fiscal year of GNMHA shall begin on May 1 and end on April 30 of the following year.

10.0 PROGRAMS

10.1 GNMHA programs shall consist of such programs established by the Officers and the Board of Directors.

11.0 FEES

11.1 The GNMHA Board of Directors shall establish fees prior to the beginning of each season to be paid by each team participant. Such fees shall be based upon an approved annual budget, which will be established by Directors and presented and accepted at a meeting of the Board of Directors.

11.2 Failure to pay fees as prescribed shall cause the loss of good standing of the Registered Member and may result in suspension or expulsion from GNMHA and USA Hockey.

12.0 COMMITTEES

12.1 The President shall appoint from the members of the Board of Directors, before the season begins, a Grievance/Protest Committee consisting of a minimum of 3 members and no more than 5. The Grievance/Protest Committee shall determine the method to handle any protest in the association and shall present this method to the Board of Directors for approval and adoption. A quorum of the Grievance/Protest Committee shall consist of three (3) members of the Committee, and a decision of a majority of those shall be final.

12.2 The President shall appoint a Fund Raising Committee upon formation of teams for the upcoming season. The Fund Raising Committee shall consist of a representative from each team and shall coordinate to raise funds for the benefit of the Association.

12.3 The President shall appoint a Disciplinary Committee for each occurrence requiring action by a disciplinary hearing as designated by USA Hockey, or as needed upon determination by the President. The Disciplinary Committee will consist of 2 current Board members, the Head Coach of the involved team, and such other persons as are deemed appropriate by the 2 Board members serving for the hearing.

12.4 The President shall appoint a Competition Committee to serve until replaced at the discretion of the President. The Competition Committee shall be responsible for oversight of team scheduling and league affiliation decisions. The Competition Committee shall have 3 members. Each member will serve as either the Pee Wee Representative, the Bantam Representative, or the Midget Representative.

12.5 The Board of Directors, by resolution adopted by a majority of the Directors in office, shall appoint such other committees as deemed proper and necessary to fulfill the objective and purpose of the Association.

12.6 The President shall appoint all chairpersons for each committee. The President shall be an ex-officio member of all committees.

12.7 All committees only have the authority as delegated by the Board of Directors. The committee, however, does not have the authority to amend, alter, or repeal the By-Laws.

13.0 EXONERATION FROM PERSONAL LIABILITY

13.1 GNMHA hereby consents and declares that each Officer, members of the Standing Committees, chairman and members of all other committees, and all elected or appointed officers, agents, administrators, and officials in any capacity, shall be deemed to have assumed office or assignment on the express understanding, agreement and condition that each one of them and his/her heirs, executors and administrators, estate and effects respectively, shall from time-to-time and at all times be indemnified and saved harmless out of the funds of the GNMHA from and against all liabilities, judgments, costs, charges and expenses whatsoever which such member sustains or incurs in or about any action, or suit or proceeding which is brought, commenced or prosecuted against him or her for and in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his/her office and also from and against all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect, intentional wrongful act or fraudulent act.

13.2 GNMHA shall maintain Directors and Officers insurance in effect at all times.

14.0 AMENDMENTS

14.1 Subject to the provisions of Articles 14.2 and 14.3, Bylaws may be adopted, amended, or repealed by the Board by a vote of two thirds (2/3) of the Directors present at a Board meeting.

No Bylaws may be adopted, amended, or repealed unless the President and two-thirds (2/3) of the Board are present at the meeting.

14.2 Amendments or alterations to these Bylaws shall be made only after specific notice of the proposed amendments or alterations to these Bylaws has been given to the President and Secretary of GNMHA in writing no later than ten (10) days prior to the scheduled date of said meeting.

14.3 In addition to the approval of the Board required under Article 14.1, a majority vote of the Registered Members entitled to vote and present at a meeting duly called and held is required for the adoption of any amendment or alteration to these Bylaws that affects the voting rights of a Registered Member.

15.0 ADDENDA

15.1 There are two (2) Addenda to these Bylaws as follows:

ADDENDUM A - Responsibilities and Duties of GNMHA Officers

ADDENDUM B - Responsibilities and Duties of the GNMHA Board of Directors

Adopted as amended this 6th day of June, 2009, by vote of the Board of Directors.

GMNHA

BY: _______________________________

Clayton Giffen

GNMHA Secretary

BY: _______________________________

Mike Morgan

GNMHA Treasurer

Addendum A

Duties of GNMHA Officers

1.0 PRESIDENT

1.1 The President shall be the principal Standing officer of GNMHA and shall, in general, supervise and control all of the business and affairs of GNMHA. The President shall have, but is not limited to, the following powers and duties:

a) Presiding at all meetings of the Members and of the Board of Directors at which he/she is present.

b) The power to call special meetings of GNMHA, at his/her discretion.

c) The power to determine questions arising from emergencies not provided for in the Bylaws or Rules and Regulations of GNMHA until such time as they may be acted upon by the appropriate GNMHA Standing Committee or the GNMHA Board of Directors; attending and representing GNMHA in other hockey meetings, including the USA Hockey Annual Meeting, and Southeastern District meetings.

d) Shall be an ex-officio member of all Standing Committees unless he/she otherwise qualifies to be a member of any such committee.

e) Shall sign, with the Secretary or other proper officer of GNMHA as authorized by the Board of Directors, any contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of GNMHA.

f) Shall ensure that GNMHA Directors and Officers Insurance is maintained and in effect at all times.

g) Shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

1.2 The President shall be allowed all of his/her out-of-pocket expenses for all GNMHA business. These expenses shall include, but are not limited to, economy class air travel when necessary, automobile rental, lodging and meals when traveling on GNMHA business.

2.0 SECRETARY/REGISTRAR

2.1 The Secretary shall have, but is not limited to, the following powers and duties:

a) Shall be custodian of the corporate records of the seal of GNMHA.

b) Shall keep a register of the post office address, email address and telephone numbers for each member of the Board of Directors, each Officer and each member of the Standing Committees.

c) Shall make all meeting arrangements (food, rooms, etc.) for GNMHA Meetings.

d) Shall perform such other duties as may be prescribed by the Board of Directors or the President from time to time.

2.2 The Secretary shall be allowed his or her reasonable and necessary expenses.

3.0 TREASURER

3.1 The Treasurer shall have, but is not limited to, the following powers and duties:

a) If required by the Board of Directors, he/she shall give a bond for the faithful discharge of Treasurer's duties in the sum and with such surety or sureties as the Board of Directors may determine.

b) Shall have charge and custody of and be responsible for all funds and securities of GNMHA.

c) Shall be responsible for receivables and receipts from monies due and payable to GNMHA from any source whatsoever, and deposit all such monies in the name of GNMHA in such banks, trust companies or other depositories as shall be selected by the Board of Directors.

d) Shall sign checks with the president as deemed necessary.

e) Shall be responsible for filing all required financial statements, returns or other documents as may be required by government agencies to which GNMHA has responsibility.

f) Shall prepare, maintain and distribute GNMHA financial reports to the Board of Directors and Officers.

g) Shall ensure that an audit of GNMHA financial records are completed as required by law or as requested by action of the Board of Directors and ensure that GNMHA nonprofit status with Federal and State authorities is maintained.

h) Shall perform such other duties as may be prescribed by the Board of Directors or the President from time to time.

3.2 The Treasurer shall be allowed his or her reasonable and necessary expenses.

4.0 HOCKEY DIRECTOR

2.1 The Hockey Director shall have, but is not limited to, the following powers and duties:

a) Direction of team related programs including formation and organization of tryout evaluations, coaching staff recommendations/selections, practice and game scheduling, player and team instruction as guided by USA Hockey guidelines and programs, uniform and equipment requirements and provisions.

b) Provision of team related information to the Treasurer, Board or budget sub-committee in assistance with formulating team and program budgets.

c) Responsibilities of team and program related communications including information dispersals, news releases, etc. Serve as point person for program contact.

d) Act as team and program liaison for special programs including events related to the Nashville Predators, community projects, public relations, skills clinics, tournaments, etc.

2.2 The Hockey Director shall be allowed his or her reasonable and necessary expenses.