Falcons Hockey Club By-Laws
Amended March 2010
Article I – Name * Article II – Purpose and Goals * Article III – Membership * Article IV – Meetings * Article V – Executive Board * Article VI – Elections * Article VII – Officers * Article VIII – Directors * Article IX – Committees and Advisory Bodies * Article X – Finance * Article XI – Waiver of Notice * Article XII – Amendments * Article XIII – Indemnifications * Article XIV – Dissolution of Funds *
Article I – Name
The name of this organization shall be the Falcons Hockey Club. The Falcons Hockey Club shall be referred to as FHC.
Article II – Purpose and Goals
The FHC is a Non Profit Team committed to the long term growth and development of ice hockey players aged 21+. As a charity organization we will provide playing opportunities to all skill sets of adults regardless of gender and ability. The Falcons Hockey Club aims to provide a warm welcome to everybody, including supporters, and to be recognized as a charitable, social and family oriented Club. In order to achieve these goals the Board, Directors, and respective Family must strive to be positive role models. They must lead by example and promote good sportsmanship and fair play.
Article III – Membership
Members of the FHC shall be comprised of any person within the community interested in charitable fund raising for those in need and wishing to promote the goals of the FHC. All family of players, and/or coaches, and/or persons voted as a member of the Board of Directors or Executive Board shall automatically be granted membership to this organization.
Article IV – Meetings
Section 1 – The FHC shall meet every first Saturday of every month during the calendar year.
Section 2 – Special meetings may be called for by the Executive Board. The general membership may or may not be given notice of a special meeting.
Section 3 – A simple majority (51%) of the Executive Board shall constitute a quorum. If a quorum is not present, business can be transacted, however items, which require a vote, must be tabled until the next regular meeting or until a quorum is present.
Article V – Executive Board
Section 1 – The business affairs of the FHC shall be managed by its Executive Board. The Executive Board must be committed to the goals and guiding principles of the FHC.
Section 2 – The officers of the Executive Board will consist of a President, Vice President, Treasurer, Secretary, and Public Affairs Officer(s).
Section 3 – Members of the Executive Board shall be elected for a term of 2 years.
Sections 4 – If necessary, an Election Board member can be removed from office by a unanimous vote of the remaining officers and a majority vote for directors when in their judgment it serves in the best interest of the FHC. Proper written notice explaining all reasons has to be given 7 days prior to the vote for dismissal of office will take place. Prior to removal, the officer in question has the right to have his/her case heard by the remaining officers before voting. All voting in this manner will be done by secret ballot and counted by the President.
Article VI – Elections
Section 1 – Elections will take place at the regular November meeting. Officers assume office on January 1st and serve in such capacity through the following December 31st.
Section 2 – An announcement of elections shall be published on the FHC website along with an announcement at the regular September meeting.
Section 3 – At the October regular meeting, the nominees shall be presented and an opportunity shall be given for the nominee from the floor.
Section 4 – Nominees shall be present at the October meeting unless written notice is given to the secretary by the nominee.
Section 5 – Officers shall be elected by secret ballet. The Executive Board, excluding those running for office, will count ballots. A voice may be conducted if there is but one nominee for any officer.
Section 6 – A majority of votes cast by the Directors and Executive Board members, excluding members that are running, of the FHC present shall be necessary for election. Mail in or proxy votes will not be allowed. Should no person receive a majority of votes cast, a revote between the 2 persons who receive the largest number of votes shall immediately be held.
Section 7 – A vacancy of office shall be filled with an appointed person who was voted on by the majority vote of the remaining officers. The President may fill the vacancy temporarily until a vote is taken. The appointed person, or President, will not receive voting rights until the said position’s term is renewed by election or the appointed person receives 100% approval of the Election Board.
Article VII – Officers (Executive Board)
All officers shall hold office until his/her successor has been duty elected, until he/she resigns, or has been removed from office. It is strongly recommended that any officer not miss a total of three regular Board meetings in one calendar year. Failure to attend meetings could be grounds for a removal of office.
Section 1 – The President shall be the Chief Executive Officer. He/She gets 1 vote on the Executive Board. The President’s duties shall include but are not limited to the following items. (A) Preside at all meetings except in those instances proceeding in which the authority to execute is expressly delegated to another officer. (B) Be in charge of the business affairs. (C) Delegate job responsibilities to other Executive Board members. (D) Prepare and present agenda for regular and special meetings. (E) Direct secretary to inform all members dates and times to meetings. (F) Coordinate practice and game playing ice time with team captain. (G) Secure meeting places. (H) Will be a signee on all bank accounts.
Section 2 – The Vice President gets 1 vote on the Executive Board. The Vice President’s duties include but are not limited to the following. (A) Assume responsibilities and duties in the absence of the President. (B) Serve as an aide to the President.
Section 3 – The Treasurer shall be the principle accounting and financial officer. He/She gets 1 vote on the Executive Board. The Treasurer’s responsibilities include but are not limited to the following duties. (A) Be in charge of all funds belonging to the FHC. (B) Keep accurate accounts of receipts, distributions, and expenditures. (C) Provide a monthly report reflecting all receipts, disbursements and the balance for the end of the previous calendar month.
Section 4 – The Secretary gets 1 vote on the Election Board. His/Her responsibilities will include but are not limited to the following duties. (A) Responsible for keeping of minutes at all regular and special meetings. (B) Making attendance list at all regular and special meetings. (C) Provide a current membership roster of all Executive Board members.
Section 5 – The Public Affairs Officer is the primary liaison between the members and the Executive Board of the FHC. He/She gets 1 vote on the Executive Board. The Public Affairs Officer’s responsibilities include but are not limited to the following duties. (A) Offer input in regards to organization affairs. (B) Act as advisor with members of the FHC. (C) Distribute information to the members.
Article VIII –Directors
The Directors shall attend all regular meetings prepared to provide a progress report to the Executive Board. If unable to attend they shall notify a member of the Executive Board in advance to make arrangements to have a progress report presented in their absence. The Executive Board has the power to establish new or eliminate any Director positions as deemed necessary. The Executive Board shall appoint one Director to act as a Chair of Directors. The Directors have no voting rights on the Executive Board, however in the event of a tie on the Executive Board; The Director shall have 1 collective vote, which the Chair of Directors will present to the Executive Board. Board members shall fill in any vacant Director positions to insure the proper, efficient running of the FHC. The Executive Board has the right to appoint more than one person to a director position. Executive Board members filling in will not receive any Director voting rights. The Directors are responsible for voting in the members of the Executive Board following the rules set forth in budget estimates to the Treasurer by the regular February meeting for the purpose of an accurate FHC yearly budget. All Directors; responsibilities include but are not limited to the duties set forth.
Section 1 - The Director of Team Scouting are tasked with locating a suitable group of players on an opposing team to emulate future opponents.
Section 2 – The Director of Volunteers is responsible for attaining all volunteers needed to run the FHC charity events. She/he will have to find volunteers for, but not limited to the duties listed below. (A) Scoreboard operator (B) Team moms (D) Game announcers (E) Concession workers (F) Fundraising events (G) Set-up team wear table (H) Set-up and Clean-up for all home games.
Section 3 – The Director of Sponsorship, Fundraising and Donations are responsible for obtaining the most sponsorship and donations possible to promote the FHC. (A) He/She is to make the public aware of all the sponsorship or donation opportunities provided by the FHC. (B) They are to also contact businesses in the area and ask if any would like to sponsor the upcoming season. (C) It is their responsibility to collect all monies received from sponsors and give them to the Treasurer.
Section 4 – The Director of Captains will be coaching the team, setting up rosters and will make decisions that reflect the best interest of the team on the ice. (A) Will have sole decisions making when it comes to practices.
Article IX – Committees and Advisory Bodies
Section 1 – There shall be the following standing committees;
Executive, Finance and Nominating. There shall be no less than one Director on each standing committee, except the Nominating Committee which may be composed entirely of non-Directors.
Section 2 – The Executive Board or Directors may create and appoint persons to an Advisory Body or any other such body that may not have Directors as members. The Advisory Body shall have specific duties defined by the Board. Such bodies may not act on behalf of the FHC or bind it any action but may make recommendations to the Board for their consideration and approval. Each Committee or Advisory Body established pursuant to these Bylaws shall serve until the end of a specified term, except that the bodies may be abolished or revised by the Board at any time prior thereto.
Article X – Finances
All Contracts are to be entered into and signed by the President providing that those said contracts meet fiscal appropriation and have been approved by the Executive Board’s yearly budget. All checks, drafts, or other orders for payment of money, notes or other evidences or indebtedness issued in the name of the FHC shall be signed by the President, Vice President or Treasurer. Any expenditure requires approval of the Executive Board. The Executive Board may accept, on behalf of the FHC, any contribution, gift, bequest or devise for the general or special purpose of the organization.
Article XI – Waiver of Notice
Whenever any notice is required to be given pursuant to the provisions of the General Not-to-Profit Act of Illinois or pursuant to the provisions of this Constitution of the Articles of the Incorporation of this Corporation, a Waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time started therein, shall be deemed equivalent or giving notice.
Article XII – Amendments
The power to alter, amend, or repeal these bylaws shall be vested in the Executive Board. Alter any new Executive Board positions are filled by election, the Executive Board shall review said bylaws within the first thirty days, such action may be taken at a regular meeting or special meeting. Special notice of this purpose shall be given to the membership. A unanimous vote of the Executive Board is required to make any amendments. These bylaws may be altered if at any time they do not contain the proper provisions for the regulation and management of the affairs of the FHC are not consistent with the law of the State of Illinois or the Article of Incorporation.
Article XIII – Indemnifications
Section 1 – The FHC shall have the power to indemnify any person who was or is a party or is threatened to make a party to any threatened, pending or completed action, suit or preceding, whether civil, criminal, administrative or investigative (other than action by or in the right of the FHC) by reason of the fact that he/she is or was a director, officer, volunteer, or coach of the FHC, against expenses (including attorney fees), judgments fines, and amounts paid in settlement actually and reasonably incurred by him /her in connection with such action, suit or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contender or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner he/she reasonably believed to be on or not opposed to the best interest of the FHC, and with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
Section 2 – The FHC shall have the power to 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 FHC to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, volunteer, or coach (including attorney fees) actually and reasonable incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the FHC and except 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/her duty to the FHC un less and only to the extent that the court in which such actions 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 reasonable entitled to indemnify for such expenses which the court deems proper.
Section 3 – To the extent that a director, officer, volunteer, or coach of the FHC has been successful on the merits or otherwise in defense of such action, suit or proceeding referred to the Section 1 and Section 2, or in the defense of any claim, issue, or mater therein, he/she shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by his/her connection therewith.
Section 4 – Any Indemnification in Section 1 and Section 2 (unless ordered by the court) shall be made by the FHC only as authorized in the specific case upon a determination that indemnification of the director, officer, volunteer, or coach is proper in the circumstances because he/she met the applicable standard of conduct set forth in Section 1 and Section 2. Such determination shall be made (A) by the Executive Board by a majority vote of a quorum consisting of officers who were not parties to such action, suit, or proceeding, or (B) is such quorum in not obtainable, or if obtainable, a quorum of disinterested officers so directs, by independent legal counsel in writing opinion, (C) by the members of the FHC.
Section 5 – The indemnification provided by the Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under contract, agreement, vote of members or disinterested officers, or otherwise, both as to action in his/her official capacity, while holding office, and shall continue as to a person who, has ceased to be a director, officer, volunteer, or coach and shall incur to the benefit of her, executors, administrators, and legal representatives of such person.
Section 6 – The FHC shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, volunteer, or coach of the FHC, against any liability asserted against him/her or incurred by him in any such power to indemnify him/her against liability under the provisions of this Article.
Article XIV – Conflict of Interest Policy
Section 1 - Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2 - Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
If a person is an interested person with respect to any entity in the health care system of which the organization is a part, he or she is an interested person with respect to all entities in the health care system.]
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the
Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3 - Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4 - Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5 - Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
d. Physicians who receive compensation from the Organization, whether directly or indirectly or as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters. No physician, either individually or collectively, is prohibited from providing information to any committee regarding physician compensation.]
Section 6 - Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7 - Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in increment, impermissible private benefit or in an excess benefit transaction.
Section 8 - Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article XV – Dissolution of Funds
In the event the FHC shall dissolve, all existing funds, less outstanding expenses and debts, shall be contributed to the not for profit charity, Fire Up My Heart.