Bylaws | MN Sled Hockey

Bylaws Of Minnesota Sled Hockey

ARTICLE I – NAME

The name of this Association shall be the Minnesota Sled Hockey Association, Inc. (a non-profit corporation) hereinafter referred to as “MN Sled Hockey” and/or the Association.

ARTICLE II – PURPOSE

Section 2.1 The purpose of the MN Sled Hockey shall be to promote, encourage and operate amateur sled hockey programs for families and players residing in the Minnesota District of USA Hockey.

Section 2.2 MN Sled Hockey shall abide by and act in accordance with its Articles of Incorporation, Bylaws, Rules and Regulations and its Affiliate Agreement with the Minnesota Amateur Hockey Association (Minnesota Hockey).

Section 2.3 The association is a corporation that complies with the provisions of the Minnesota Non-Profit Corporation Act, Minnesota Statues Chapter 317A, and all amendments thereof and Section 501(c) 3 of the Internal Revenue Code.

ARTICLE III – CORE VALUES

MN Sled Hockey will be guided by the following core values set forth by Minnesota Hockey and USA Hockey:

EQUAL OPPORTUNITY – An environment of equal opportunity will be maintained in all actions and activities of the MN Sled Hockey. Further, the Association shall provide an equal competitive opportunity, taking into account ability, physical size and other athletic criteria, to amateur athletes, coaches, trainers, managers, administrators, and officials to participate, consistent with the requirements of the Amateur Sports Act of 1978, as amended, in amateur athletic competition without discrimination on the basis of race, color, religion, age, sex or national origin.
SPORTSMANSHIP – Foremost of all values is to learn a sense of fair play. The MN Sled Hockey players, coaches and parents will be humble in victory and gracious in defeat. MN Sled Hockey will foster friendship among teammates and opponents alike.
RESPECT FOR THE INDIVIDUAL – Each member will treat all others as they would expect to be treated.
INTEGRITY – Each member will see to foster honesty and fair play beyond mere strict interpretation of the rules and regulations of the game.
PURSUIT OF EXCELLENCE AT THE INDIVIDUAL, TEAM AND ORGANIZATIONAL LEVELS – Each member of the organization, whether player, volunteer or staff, should see to perform each aspect of the game to highest level of his or her ability.
ENJOYMENT – First and foremost, the hockey experience must be fun, satisfying and rewarding for each participant.
LOYALTY – The MN Sled Hockey will aspire to teach loyalty to the ideals and fellow members of the sport of hockey.
TEAMWORK – We value the strength of learning to work together and believe that the use of teamwork is reinforced and rewarded by success in the hockey experience.

ARTICLE IV – OFFICES

Section 4.1. PRINCIPAL OFFICE. The principal office of the corporation shall be located in the State of Minnesota. Minnesota Sled Hockey may have such other offices either within or without the State of Minnesota, as the Board of Directors may designate or as the business of Minnesota Sled Hockey may require from time to time.

Section 4.2. REGISTERED OFFICE. The registered office of the corporation, as required by the Minnesota Nonprofit Corporation Code to be maintained in the State of Minnesota, may be, but need not be, identical with the principal office in the State of Minnesota, and the address of the registered office may be changed from time to time by the Board of Directors, or the President.

ARTICLE V – MINNESOTA HOCKEY PROVISIONS

Section 5.1 Minnesota Hockey Preeminence The MN Sled Hockey Association , an affiliate Association of Minnesota Hockey and USA Hockey, shall abide by and act in accord with the Articles of Incorporation, Bylaws, Rules and Regulations, Playing Rules and decisions of the Board of Directors of Minnesota Hockey and USA Hockey, and such documents and/or decisions of MN Sled Hockey. Further, the Association shall assist Minnesota Hockey and USA Hockey in the administration and enforcement of the provisions of the Bylaws, Rules and Regulations, Playing Rules and decisions of the Board of Directors of Minnesota Hockey and USA Hockey, within and upon its members and/or within its jurisdiction.

Section 5.2 Indemnity MN Sled Hockey, an affiliate Association of Minnesota Hockey and USA Hockey, shall indemnify and hold harmless Minnesota Hockey and USA Hockey, the Board of Directors of Minnesota Hockey and USA Hockey and each member thereof, the Executive Committee of Minnesota Hockey and USA Hockey, and each member thereof, councils, and committees for the Minnesota Hockey and USA Hockey and each member thereof, and all other elected, appointed, employees or volunteer representative of Minnesota Hockey and USA Hockey from any and all claims, liability, judgment, costs, attorneys’ fees, charges and expenses whatsoever, arising from the acts and omissions of the Association, except to the extent (i) that Minnesota Hockey and USA Hockey or its aforedescribed representatives caused such claims, liability, judgments, costs, attorneys’ fees, charges or expenses by their own intentional neglect or default or (ii) that such acts or omissions were the direct result of compliance with the Articles of Incorporation, Bylaws, Rules and Regulations, Playing Rules or decisions of the Board of Directors of Minnesota Hockey and USA Hockey. Further, the Association understands and acknowledges that Minnesota Hockey and USA Hockey and it’s afore described representatives have assumed such assignments, function, office or capacity upon the express understanding, agreement and condition that they be so indemnifies and held harmless to the extent described in this section.

Minnesota Hockey and USA Hockey shall reasonably cooperate with MN Sled Hockey in any litigation and provide reasonable support in connection therewith, including but not limited to advice and testimony upon reasonable request; provided, however, that such cooperation shall not require Minnesota Hockey and USA Hockey to incur any out of pocket expense not reimbursed by the Association.

ARTICLE VI – MEMBERSHIP

Section 6.1 Qualification Membership is open to anyone living within the Minnesota District area as defined by USA Hockey, which is “natural hockey community” defined in Minnesota Hockey Youth Rules and Regulations Section IV. Residency, as described in this Association’s Affiliate Agreement with Minnesota Hockey.

Membership is also open to anyone living outside the Minnesota District area who successfully obtains a waiver in accordance with the terms and conditions of Minnesota Hockey Rules and Regulations Section IV as may be amended from time to time. Waivers, if granted, will apply only to the season in which the request is made. Request for waivers for subsequent seasons must be applied for on an annual basis.

Section 6.2 Requirement Membership is required for a player to be allowed to participate in any MN Sled Hockey program.

Section 6.3 Types of Membership There shall be four types of membership:

Founding: A founding membership is limited to those individual(s), three (3), who served as incorporator(s) of Minnesota Sled Hockey. This membership has no fees and is a perpetual membership. (Voting)
Family: A family membership shall consist of the parent(s)/guardian(s) of a participant(s) in the program that has/have paid the required dues as provided herein. (Voting)
Adult: An Adult membership shall consist of the participant(s) in the program that has/have paid the required dues as provided herein and are 18 years of age or older. Members of the Board of Directors who are not parents of players or participants shall also be adult members. (Voting)
Corporate Sponsor: Interested corporations or unincorporated organizations may become sponsor members by sponsoring a team or other activities as deemed appropriate by MN Sled Hockey. Sponsorship members may advertise or make known their affiliation with MN Sled Hockey. (Non Voting).

Section 6.4 Voting Each founding, family, and adult membership shall be entitled to one (1) vote on each matter submitted to a vote of the membership. Family membership votes may be cast by either parent/guardian, but only one vote may be cast per family. All votes shall be cast in person, by written ballot or by electronic means provided by the Board. All matters brought before a meeting of the members shall be decided by a simple majority of those voting, unless otherwise provided by law, the Articles of Incorporation of this corporation, or these Bylaws.

The Board of Directors may cause to be submitted by mail or email ballot any questions to be voted on at any member meeting. Such ballot shall contain the exact text of the proposed motion, resolution, or amendment to be acted upon, and the date of the meeting, and shall also contain space in which the member may indicate affirmative or negative vote thereon. Such ballot when completed and signed by an absent member and received by the Association shall be counted as the vote for such member at the meeting. All mailed ballots to be included must be received 48 hours prior to the commencement of the meeting.

Section 6.5 Membership Year The membership year shall run from September 1 of any given year until August 31 of the following year.

Section 6.6 Annual Meetings There shall be at least one regular meeting of the membership annually, as determined by the Board of Directors. The annual meeting shall occur in March of each year for the purpose of electing Directors and other related business.

Section 6.7 Special Meetings Special meeting may be called by the Secretary upon request of the President, at least three (3) Board of Directors or upon the request of at least 20% of members in good standing. No business other than that specified in the request shall be transacted at a special meeting.

Section 6.8 Notice Sixty (60) days prior to the annual meeting of the members, the Board of Directors shall determine the members entitled to notice of and entitled to vote at the meeting. The Board shall cause to be prepared a list of the names and addresses of the members entitled to vote. This list shall be available for inspection by a member with voting rights.

The Association will make a best effort to individually communicate notices and agendas of all meetings at least fifteen (15) calendar days prior to the meeting.

In any event, notice will be deemed to have been adequately given if such notice and agenda is posted on the Association’s web site no less than fifteen (15) calendar days prior to the meeting. In addition such notice may be given by electronic mail, addressed to the member at the e-mail address as it appears on the membership records of MN Sled Hockey.

Section 6.9 Agenda Members may request of the Secretary or President that specific items are included in the agenda of the regular membership meetings. Such requests must be made in writing at least fifteen (15) calendar days prior to the date of a meeting. Items submitted shall be specific as to the issue and must be introduced to the general meeting by the requester. If the requester is not in attendance at the meeting, the item will be tabled.

Section 6.10 Location The Board of Directors will determine the time and location of all such meetings and give notice in accordance with the provisions of Section 6.8 above.

Section 6.11 Quorum The members present at any annual or special meeting shall constitute a quorum for all membership meetings for the transactions of business except as otherwise provided by law, the Articles of Incorporation of this Association, or by these bylaws. Mailed ballots received prior to the commencement of the meeting shall be counted for purposes of determining a quorum.

ARTICLE VII – DUES AND ASSESSMENTS

Section 7.1 Annual Dues and Assessments The amount of dues and assessments (if any) for individual memberships shall be reviewed and set annually by the Board of Directors.

ARTICLE VIII- BOARD OF DIRECTORS

Section 8.1 Authority and Responsibility The governing body of the Association shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Association, its committees and publication shall determine its policies and changes therein and shall actively prosecute its objectives and supervise disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business and shall be deemed advisable

Section 8.2 Number and Qualification The number of Directors shall be a minimum of 7 members. Directors shall be residents in the Minnesota Hockey District as defined by USA Hockey. The Directors of the Corporation shall include the Officers of the Corporation, registrar, and a representative from each USA and Minnesota Hockey registered team within the association.

Section 8.3 Vote Each Director shall have one (1) vote on matters before the Board.

Section 8.4 Term of Office Each Director shall serve a three (3) year term of office with the exception of team representatives, such terms commencing at the April Board meeting in the year of their election. Team Representatives shall serve a one (1) year term of office commencing at the April board meeting of the year of their election.

Section 8.5 Staggered Terms Director terms shall be staggered to ensure that no more than one-third (1/3) of the Board membership changes as a result of the annual election.

Section 8.6 Term Limits The number of terms will not be limited.

Section 8.7 Nominations In December of each year, the President shall appoint a nominating committee consisting of at least three (3) individuals. The individuals can be general members or existing Board members. The committee shall actively solicit interested candidates from the membership through the website and other means and, at least thirty (30) days prior to the annual election set by the Board, shall submit a list of candidates to the Board. There shall be at least one candidate nominated for each open Board position. By majority vote, the Board of Directors can request the nominating committee obtain additional nominees, and can, again by majority vote, independently add additional candidates not presented by the nominating committee.

Section 8.8 Lack Of Candidates If the Board does not receive at least one candidate for each open Board position, the President can appoint a willing member to fill the vacant spot(s) whenever such member is identified. If, after full exhaustion of the nomination processes in Section 8.7 (i.e., the solicitation of additional nominees and/or independent addition of candidates by majority vote of the Board), there remains an insufficient number of candidates for the open Board positions, the President may appoint any willing MN Sled Hockey member to fill the vacant spot(s). Prior to making a Board appointment under this Section, the President or his designee shall provide fourteen (14) days notice to the general membership in an effort to allow interested candidates a final opportunity to volunteer for such open position(s). Should more volunteers show interest than there are open positions, the Board of Directors by majority vote can endorse candidates.

Section 8.9 Endorsement of Candidates By majority vote, the Board of Directors can endorse a candidate on the ballot. Endorsing nominees is not intended to be part of the regular practice of electing Board
members, but instead is intended to be limited to those nominees who have specialized professional skills such as accounting or charitable gambling, a willingness to engage in unpopular Board positions, or a willingness to take on Board positions requiring inordinate time commitments (such as ice coordinator). By way of example, if a nominee is a CPA or accountant and is needed for a vacant treasurer position, the Board may endorse such a candidate, and can provide the members with an explanation as to why the candidate is endorsed by the Board of Directors on the ballot.

Section 8.10 Election of Directors If there are more nominees than open positions, the directors shall be elected by mail or electronic means. The election shall be completed such that the candidates are notified in March in advance of the first Board meeting in April, which is the first Board meeting of attendance for the elected candidate(s). A ballot listing the nominees shall be available to all members eligible to vote. Votes cast shall be totals, the nominees ranked in the order of the votes received, and the nominees assigned to fill vacancies in the order of ranking. Ties will be broken by a flip of the coin managed by the Board Officers. When all vacancies are so filled by the nominees receiving the greater number of votes, the remaining nominees will be considered as not elected to the Board of Directors.

Section 8.11 Interim Vacancies Whenever vacancies in the membership of the Board of Directors shall arise, other than by expiration of term of office, the President shall nominate a person qualified to be a member of the Board to fill the vacancy and serve the remainder of the term. At a meeting of the Board of Directors, at which a quorum of two thirds of the Board is present, such nominees shall be elected upon a majority vote of the Directors present.

Section 8.12 Removal of Directors A Director may be removed from the Board of Directors prior to the expiration of his/her term. In such event, the Director shall be given fifteen (15) days written notice, which notice shall outline the justification for such actions, to appeal the petition. If no such appeal is filed with the President within the fifteen (15) day notice period, the petition will be considered uncontested and will be voted upon by the Board of Directors at their next regularly scheduled meeting. If, during the notice period, the Director requests a hearing at a Special Meeting of the full Board of Directors, the Board shall meet in open session within thirty (30) days of such request and hear input from the Director. The Board shall vote by written ballot. A two thirds (2/3) majority of the full Board will be required to remove the Director. The determination the Board shall be final and binding upon all parties.

Section 8.13 Regular Meetings Regular meetings of the Board of Directors shall be set by the Board of Directors. The date, time or place may be changed at the discretion of the President and upon timely notice to the other members of the Board of Directors.

Section 8.14 Special Meetings Special meetings of the Board of Directors may be called from time to time by the President, or by any three (3) of the Directors, at such time and place as may be designated in the notice of such meeting.

Section 8.15 Meeting Notices Seven (7) calendar days notice needs to be given of any regular meeting of the Board of Directors. Seven (7) calendar days notice of any change in the date, time or place of a regular meeting or special meeting shall be given to all Directors.

Section 8.16 Waiver of Notice Notice of any meeting of the Board of Directors may be waived, either before, at or after such meeting, in writing, signed by each Director. A Director, by his/her attendance and participation in the action taken at any meeting of the Board of Directors, shall be deemed to have waived notice of such meeting.

Section 8.17 Quorum Except as otherwise provided herein, a simple majority of the voting members of the existing Board of Directors shall constitute a quorum for the transaction of business.

Section 8.18 Written Action Any action which might be taken at a meeting of the Board of Directors, or any duly constituted committee thereof, may be taken without a meeting if done in writing and signed by all of the Directors or committee members.

Section 8.19 Compensation Directors of this Association shall not receive any compensation for their services other than reimbursement of authorized, documented expenses incurred on behalf of the Association.

Section 8.20 Indemnification To the full extent permitted by Minnesota Statutes, Section 317A.501, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, wherever and by whomsoever brought (including any such proceeding, by or in the right of this Association), whether civil, criminal, administrative, or investigative, by reason of the fact that he/she is or was a Director or Officer of this Association, shall be indemnified by this Association against expenses, including attorney’s fee, judgments, fines and amounts paid in settlement actually and reasonable incurred by him/her in connection with such action, suit or preceding. The indemnification provided by this section shall insure to the benefit of the heirs, executors, and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this section. This section shall not apply to such persons who have committed intentional harmful acts against this Association.

ARTICLE IX – OFFICERS

Section 9.1 Number and Limitations The Officers of the Association shall consist of a President, Vice President, Secretary and Treasurer. No person shall hold more than one office at any one time.

Section 9.2 Election, Term of Office and Qualifications At their February meeting, the Board of Directors shall elect from within their number, a President, Vice President, Secretary and Treasurer who shall serve a one year term commencing with the April Board meeting.

Section 9.3 Vacancies Whenever a vacancy shall arise in the office of President, the Vice President shall automatically become President and shall complete the unexpired portion the preceding President’s term. Whenever a vacancy shall arise in the office of the Vice President, Secretary or Treasurer, such vacancy shall be filled from within the members of the Board of Directors by election at any regular or special meetings of the Board provided notice of such elections made to all Board members at least seven (7) calendar days prior to any meeting called for the purpose.

Section 9.4 President The President shall be responsible for the general management of the affairs of the Association. He/she shall preside at all the meetings. He/she shall be the Chief Executive Officer of the Association and shall see that all orders and resolutions of the Board of Directors are carried out. He/she shall have sole authority to execute and deliver in the name of the Association any deeds, mortgages, bonds, contracts or other duties usually incident to the office of President. He/she shall be an ex-officio member of all standing committees and shall have such other duties as may from time to time may be prescribed by the Board of Directors.

Section 9.5 Vice President The Vice President shall have such powers, and shall perform such duties as may be specified by the President and/or determined by the Board of Directors. In the event of the death, disqualification, absence or in capacity of the President, the Vice President shall succeed to and perform the duties of the President.

Section 9.6 Secretary The Secretary shall be Secretary of and shall attend all meeting of the Board of Directors and the membership and shall record all proceedings of such meetings in the minute book of the Association. The Secretary shall prepare agendas for and give required notice of all meetings and shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President.

Section 9.7 Treasurer The Treasurer shall be the Chief Financial Officer of the Association, shall be bonded, shall have the care and custody of the Association’s funds and securities, and shall disburse the funds of the Association as may be ordered from time to time by the Board of Directors. He/she shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all in the name and to the credit of the Association in such depositories as may be designated from time to time by the Board of Directors. Except to the extent that some other person or persons may be specifically authorized by the Board of Directors to do so, the Treasurer shall make, execute, and endorse all checks and other commercial paper on behalf of this Association. He/she shall report the financial condition of the Association at the annual meeting of the members each year and at all other times when requested by the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors.

ARTICLE X - COMMITTEES

Section 10.1 Standing Committees The Board of Directors may create such standing or special committees as it deems necessary to promote the purposes and to carry on the work of the Association. The Board of Directors shall designate the committee chairperson, either a Director or a member of the Association.

Section 10.2 Other Committees The Board of Directors may from time to time appoint members of the Association and others to study and advise the Association of such matters, s the President deems necessary or appropriate.

Section 10.3 Minnesota Hockey Disabled Hockey Representatives The Board of Directors shall designate one member of the Board to be the official representative of the Association to the Minnesota Amateur Hockey Association/Disabled Hockey Section.

Section 10.4 MN Sled Hockey Boosters The Board of Directors shall designate one member of the Board to serve as the chairperson of this committee. The Booster shall be authorized to engage in fund raising activities using volunteer labor only and to undertake such additional and different activities as may from time to time be determined by the Boosters provided that these activities receive the prior approval of the Board of Directors. All proceeds from the activities of the Boosters shall be deposited with the Treasurer of the Association.

ARTICLE XI – RECORDS AND FINANCIAL

Section 11.1 Fiscal Year The fiscal year shall commence on the first day of April each year and end on the 31st day of March of the following year.

Section 11.2 Books and Records The Board of Directors shall cause be kept: A membership register, a record of all proceedings of the Directors, a complete accounting record of the receipts and disbursements of the Association and other such records and books of account as shall be necessary and appropriate to the conduct of the Association business.

Section 11.3 Documents The Board of Directors shall cause to be kept in a suitable and safe location, originals or copies of: the Articles of Incorporation, Bylaws of the Association and amendments thereto, current operating policies, audited financial statements, legal contracts and fidelity bonds.

The Association will distribute to its members on an annual basis, upon request, copies of the Bylaws, Rules and Regulations and other governing documents, and all amendments thereto.

Section 11.4 Audit and Examination of Books The financial records of the Association shall be audited by an audit committee consisting of at least three members of the Association appointed by the President and approved by the Board of Directors.

Any member of the Association shall have the right to examine either in person or agent or attorney, at any reasonable time, for any purpose, and at the place or places where usually kept, the books of account and records of the proceedings of the Directors and to make extracts there from.

ARITCLE XII – AMENDMENTS TO BYLAWS

Section 12.1 These bylaws may be amended or altered only as provided by Minnesota Statutes Section 317A.181, Subd. 2.

Section 12.2 All amendments and/or alteration of the bylaws made subsequent to the prior years annual membership meeting will be reported by the President at the next annual meeting.

ARTICLE XIII - PHYSICAL ABUSE POLICY AS ADOPTED BY USA HOCKEY

Section 13.1 It is the policy of Minnesota Sled Hockey that there shall be no physical abuse of any participant involved in any of its sanctioned programs. Physical abuse means physical contact with a participant that intentionally causes the participant to sustain bodily harm or personal injury. Physical abuse also includes physical contact with a participant that intentionally creates a threat of immediate bodily harm or personal injury. Physical abuse does not include physical contact that is reasonably designed to coach, teach or demonstrate a hockey skill. Permitted physical conduct may include, but is not necessarily limited to, shooting pucks at a goaltender (in a manner appropriate for the level), demonstrating checking and other hockey skills, and communicating with or directing participants during the course of a game or practice, by touching them in a non-threatening, non-sexual manner.

Upon proof of violation of this policy, the violator will be permanently banned or suspended from USA Hockey, Minnesota Hockey, and Minnesota Sled Hockey sanctioned programs and/or programs of its Affiliate Associations.

ARTICLE XIV SEXUAL ABUSE POLICY AS ADOPTED BY USA HOCKEY

Section 14.1 It is the policy of MN Sled Hockey that there shall be no sexual abuse of any minor participant involved in any of its sanctioned programs. Sexual abuse of a minor participant occurs when a volunteer touches a minor participant for the purpose of causing the sexual arousal or gratification of either the minor participant or the volunteer. Sexual abuse of a minor participant also occurs when a minor player touches a volunteer for the sexual arousal or sexual gratification of either the minor participant or the volunteer if the touching occurs at the request or with the consent of the volunteer. Neither consent of the player to the sexual contact, mistake as to the participant’s age, nor the fact that the sexual contact did not take place at a hockey function are defenses to a complaint of sexual abuse.

Upon proof of violation of this policy, the volunteer will be permanently banned or suspended from USA Hockey, Minnesota Hockey, and MN Sled Hockey sanctioned programs and/or programs of its Affiliate Associations.

ARTICLE XV – DISSOLUTION

Section 15.1 Upon the dissolution of this Association, the Association shall, after paying or making provisions for the payment of all the liabilities, dispose of such assets of the Association exclusively for the purpose of the Association in such manner, or to such organization or organizations organized and operated exclusively for the charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)3 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of Hennepin County, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purpose.

CERTIFICATE

I hereby certify that the foregoing Bylaws, consisting of 9 pages, including this page, constitute the Bylaws of Minnesota Sled Hockey, Inc. adopted by the Board of Directors of the corporation as of xxxxx