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BY-LAWS
WAYZATA LACROSSE ASSOCIATION
As amended by the Board of Directors – August 29, 2006
Table of contents
ARTICLE 1 – NAME AND LOCATION…………………………………………………………………………..2
ARTICLE ii – DEFINITIONS………………………………………………………………………………………2
ARTICLE iIi – purpose………………………………………………………………………………………….2
ARTICLE IV – MEMBERSHIP…………………………………………………………………………………….2
ARTICLE V – MEETINGS OF MEMBERS………………………………………………………………………3
ARTICLE VI – BOARD OF DIRECTORS………………………………………………………………………..3
ARTICLE VII – NOMINATION & ELECTION OF DIRECTORS……………………………………………….4
ARTICLE VIII – MEETINGS OF DIRECTORS………………………………………………………………….5
ARTICLE IX – DIRECTOR/COMMITTEE CHAIR POSITIONS……………………………………………….5
ARTICLE X – OFFICERS…………………………………………………………………………………………6
ARTICLE XI – DUTIES OF OFFICERS………………………………………………………………………....7
ARTICLE XII– FINANCIAL ACCOUNTING……………………………………………………………………..8
ARTICLE XIII – COMMITTEES…………………………………………………………………………………..8
ARTICLE XIV– USE OF FUNDS AND DISSOLUTION………………………………………………………..8
ARTICLE XV – FISCAL YEAR……………………………………………………………………………………8
ARTICLE XVI – INDEMNIFICATION…………………………………………………………………………….8
ARTICLE XVII – AMENDMENTS………………………………………………………………….……………..8
ARTICLE XVIII – TAX EXEMPTION PROVISIONS……………………………………………………………9
by-LAWS
Article I – NAME AND LOCATION
Section 1. Name. From its formation in November 7, 2003, the name of the organization shall be the Wayzata Lacrosse Association (WLA), also referred to in these Bylaws as the Program.
Section 2. Location. The Program’s Registered Office in the State of Minnesota shall be the office of the designated certified public account retained by the Board of Directors to file the WLA’s annual tax returns. That address as of November 28, 2005 is:
Wayzata Lacrosse Association (WLA)
P.O. Box 775
Plymouth, MN 55391-0775
ARTICLE ii – DEFINITIONS
As used in these Bylaws:
A. The term “he,” “his” or any term similar in gender shall mean she, her, etc.
B. The term “mail” shall include electronic mail (e-mail).
C. The term “meeting” shall include teleconference and/or videoconference.
D. The term “fiscal year” is for tax purposes only and is from January 1 thru December 31.
E. The term “operational year” is our administrative year and is from September 1 thru August 31.
ARTICLE iIi – purpose
The purpose of this Program shall be to organize, develop and promote the sport of lacrosse to youth in the Wayzata School District. It is WLA’s mission to provide an opportunity for girls and boys in grades 3 through 12 (Revised/Approved 1/15/07) to learn and enjoy the sport of lacrosse, and to honor the game by instilling the values of scholastic achievement, sportsmanship and individual development. Each participant shall be given the opportunity to compete within their age groups at the level best suited to aid in the development of his physical and mental qualities.
ARTICLE IV – MEMBERSHIP
section 1. Membership Eligibility. To be a member of the Program you must be:
1. A parent or legal guardian of a child under the age of 18 who is registered to play in the Wayzata Lacrosse Association,
2. A Board Member, or
3. A registered coach or volunteer over the age of 18
Each household will be eligible for ONE membership per child in the Program with priority given to number one (1) above.
Section 2. Membership Duration. Once registered with the WLA,members of the Program shall continue to be a member, (as long as heis in good standing with the Program) until the first practice of the following season.
Section 3. Dues. The Board of Directors shall determine the annual dues and all other fees or assessments.
Section 4. Termination of Membership. Any member of the Wayzata Lacrosse Association shall be terminated upon his voluntary withdrawal from the Program or due to his detrimental conduct concerning the Program. Such termination shall be at the discretion of the team’s head coach or the Board of Directors. Termination shall occur if the member has violated the Program’s Guidelines and Expectations, Code of Conduct and Behavioral Offensive Consequences in a fashion that is so inappropriate as to require termination from the program.
Section 5. Due Process Review for Membership Termination and Grievances. Any memberwho is terminated from the Program or has a grievancemay request a review. Such request shall be made in writing within seven (10) days of receipt of grievance. The Board of Directors shall hold a due process hearing within ten (10) days of receipt of grievance. A majority vote will be taken to determine the validity of the termination.
ARTICLE V – MEETINGS OF MEMBERS
Section 1. Special Meetings of Members. Special meetings of the Program may be called at any time by:
1. The President,
2. By the majority of the Board of Directors; or
3. No less 25 or ten percent (10%) of the members of the Program, whichever is less.
Section 2. Notice of Meetings. Notice of any special meeting shall be mailed to the last recorded address of each member at least ten (10) days in advance, with a statement of time, place, and information as to the subjects to be considered.
Section 3. Quorum. A quorum for a meeting of Members shall consist of no less than 25 or ten percent (10%) of the members of the Program.
Section 4. Voting. Members over the age of 18 will be entitled to cast one (1) vote per household at any Special Meeting of Members. (Members are described under membership.)
Section 5. Proxies. Voting may be done by proxy. All proxies must be filed with an attending Officer or Member of the Board of Directors prior to the Call to Order of the meeting and must:
1. Be in writing, signed and dated by the Member,
2. Designate the scope of the proxy; and
3. Designate the individual Member authorized to vote on behalf of the Member issuing the proxy.
Section 6. Procedures. The usual parliamentary rules as laid down in “Robert’s Rules of Order” shall govern all deliberations, when not in conflict with these Bylaws.
Section 7. Presiding Officer. The President, or in his absence, any Member of the Board of Directors designated by majority vote of the Board prior to the meeting, shall preside at all meetings of the members.
ARTICLE VI – BOARD OF DIRECTORS
SECTION 1. Definition. An elected group of people who oversee the affairs of the organization.
Section 2. Number. There shall be twelve (12) members of the Board of Directors, who must be members in good standing of the Association at all times during their term of office. Non-members are permitted at the discretion of the board.
Section 3. Term of Office. In accordance with the terms of Article VII, (Nomination & Election of Directors, below), the Program Members shall annually elect four (4) Directors for a term of three (3) years.
Members shall be elected for one successive term (resulting in a maximum of six (6) consecutive years of service) to the Board.
Section 4. Powers and Duties. The Board of Directors shall have supervision, control, and direction of the affairs of the Program, shall determine its policies or changes therein within the limits of the Bylaws, and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable; and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Directors are expected to attend all regular meetings of the Board of Directors. In the event that they cannot attend a meeting, they shall be obligated tomaila proxy to the President or Secretary of the Association, designating another Board Member to vote on their behalf, or specifically withholding their vote on matters raised in their absence.
Each Director is required to serve as the chair of at least one committee. (See Article VII.)
Section 5. Removal or Resignation
1) Any Director may be removed from the Board for non-performance of duties including failure to fulfill your obligation of heading a committee, misconduct, and wrong-doing, by a 2/3 vote of the remaining Directors.
2) Any Director missing three (3) meetings in any operational year, regardless if a Proxy is sent, is cause for dismissal and will be reviewed by the board. (Revised/Approved 4/17/07).
3) A Director may resign at any time by giving written notice to the President.
Section 6. Vacancies. In the event of death resignation or removal of a Director, his successor shall be elected from the then current roster of active members, by a majority vote of a quorum of the Board.
A new Director shall serve for the unexpired term of the Director they are replacing.
Section 7. Compensation. Directors as such shall not receive any stated compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe the procedure for approval and payment of such expenses by designated Officers of the Program. Nothing herein shall preclude a Director from serving the Program in any other capacity and receiving compensation for such services
Section 8. Conflicts of Interest. If a matter comes before the Board of Directors that directly or indirectly affects any sitting member of the Board, that member has an absolute duty to: 1) disclose the potential conflict; and 2) refrain from voting on any such matter. If a conflict of interest is so noted, the conflicted Board Member shall excuse himself from any portion of any meeting where action related to the matter covered by the conflict is being considered by the remaining members of the Board.
ARTICLE VII – NOMINATION & ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a “Nominating Committee” appointed by the President with the advice and consent of a majority of the Board of Directors.
The Nominating Committee shall consist of a Chairperson (who must be a member of the Board of Directors) and two (2) or more members of the Association. The Nominating Committee shall serve at the pleasure of the Board of Directors from the time of their appointment until the end of the elections.
Notice of the appointment of the Nominating Committee shall be made 1) on the WLA website and 2) by the mailing of ballots, via the U.S. Post Office to all Program Members.
Section 2. Procedure. The Nominating Committee shall nominate a minimum of five (5) individuals who are Members in good standing of the Association to stand for election by secret ballot of the Members.
The Nominating Committee shall be responsible for the creation and mailing of the Official Ballot for each Annual Election to the Board of Directors.
Nominees must accept their nomination in writing prior the printing of the ballots for an election.
Section 3. Election. Ballots for the election shall be mailed to the members via United States Postal Service First Class mail. The Nominating Committee will design ballots so that they cannot be duplicated and shall specify a “postmarked by” date. Late ballots will not be accepted. Photocopies of ballots shall not be permitted or counted.
Each official Ballot shall provide additional space for write-in candidates.
Ballots shall be mailed to the Members a minimum of thirty (30) days and maximum of sixty (60) days prior to the “postmarked by” date, as set by the Board of Directors.
Section 4. Voting. Members over the age of 18 shall be entitled to cast one (1) vote per household for elections of Board Members.
Mailed ballots must be returned by the “postmarked by” date specified on the ballot.
The four (4) individuals receiving the largest number of votes shall be certified as elected by the Nominating Committee to the Board of Directors.
In case of a tie vote among the top five or more candidates, the Board of Directors shall conduct a separate vote for such candidates by secret ballot to break the tie.
ARTICLE VIII – MEETINGS OF DIRECTORS
Section 1. Regular Meetings.The Board of Directors shall meet monthly at 7pm on the third Monday of each month at a location set by the Board of Director's. Meetings can be cancelled if deemed unnecessary by a majority of the board. (Revised/Approved 8/07.) Notice of all meetings of the Board of Directors shall be posted on the Program’s web site as well as sent by mail to each member of the Board at least ten (10) days in advance of such meetings.
Section 2. Special Board of Directors Meetings. The Board of Directors may meet at such other times and places as they may determine appropriate.
Special Meetings of the Board of Directors shall only be held upon seven (7) days written notice to the Board of Directors by the President or other designated Officer of the Association.
Section 3. Quorum. A majority of the Board shall constitute a quorum at any meeting of the Board.
Section 4. Rules of Order. Robert’s Rules of Order shall govern meetings of the Board of Directors. The decision/interpretation of the Chairperson of the meeting regarding such rules is final unless challenged by a majority of the Members of the Board in attendance at that meeting.
Section 5. Action Taken Without a Meeting. Under circumstances requiring immediate action, and outside of a regularly scheduled board meeting, the Board of Directors may take action in the absence of a meeting. This notice of proposed action must be sent to all board members. That action may occur by obtaining the written approval (facsimile and e-mail acceptable) of a majority of the then sitting members of the Board. All board members shall be notified immediately of the action taken. Any action taken should be added to the minutes the following month.
ARTICLE IX – DIRECTOR/COMMITTEE CHAIR POSITIONS
Registrar & Programs
The Registrar organizes and oversees the registration of the players, coaches, referees, and Program members with the Wayzata Lacrosse Association, US Lacrosse, YLM and MSSLAX. The Registrar also maintains the Program’s website, schedules manual registration dates and organizes a yearly registration calendar. He plays an important role in improving the quality of the club’s overall business and field operations and sits on the Programs Committee, which meets monthly.
Player/Development Programs
Boys Freshman/Sophomore and Middle School Commissioner
This director is the liaison between the Program and the girl’s youth and middle school coaches and is responsible for the development of budgets and scheduling for the spring youth and middle school teams. This person handles initial complaints for this program. The Girls Youth Commissioner sits on the Programs Committee, which meets monthly.
This director is a liaison between the Program and the boys youth coaches and is responsible for the development of budgets and scheduling for the youth summer teams. This person handles initial complaints for this program. The Boys Youth commissioner sits on the Programs Committee, which meets monthly.
Fields/Equipment & Uniforms
This director has responsibility for determining field and equipment needs for all Program clinics and seasonal teams. The Fields/Equipment Director shall be the primary liaison between the Program and the city, school district and private facilities for the request and booking of indoor and outdoor fields as well as scheduling fields and communicating schedules to Registrar for inclusion on the Program’s web site. This person shall also provide a complete inventory of all Program equipment and uniforms and be responsible for the purchase, storage, disbursement and collection of these items.
Coaches and Referees
This director provides oversight for coach and referee recruitment and training. He will coordinate clinics to assist in the general educational process of coaches and officials. This individual will also schedule all referees for the spring and summer seasons and communicate assignments to Registrar for inclusion on the Program’s web site.
Fundraising
This director has fundraising responsibility for WLA’s scholarship program and incremental funding for the Program’s general fund to offset field, uniform and equipment costs.
Capital Improvements
This director is responsible for long-term capital investment projects.
ARTICLE X – OFFICERS
Section 1. Officers. The Officers of this Program shall be President, Vice President, Secretary and Treasurer and any other such Officers as the Board of Directors may designate by majority vote. All Officers except Treasurer must be members of the Board of Directors. If the Treasurer is not a member of the Board of Directors, he will carry no voting rights.
Section 2. Election of Officers. All Officers, except Treasurer,shall be elected annually at the first Board of Directors Meeting following the Annual Election of Board Members.
Section 3. Term. The Officersof the Association, except Treasurer, will hold office for one (1) yearor until their successors are chosen, unless they 1) resign, 2) are removed by a 2/3 vote of the Board of Directors, or 3) are otherwise disqualified to serve.
Section 4. Special Appointments. The Board of Directors may elect such other officers, and set the requirements of their office, as the affairs of the Association require.
Section 5. Resignation and/or Removal of Officers. Any Officer may be removed from the Board for non-performance of duties including misconduct and wrongdoing. The removal of an officer requires a 2/3 vote of the remaining Board of Directors.
Any Officer may resign at any time giving written notice to the Board of Directors, the President or the Secretary of the Association. Positions vacated by resignation or removal shall be filled (in accordance with Article VI, Section 5.)
Such resignation shall take effect on the date of the receipt of such notice by any member of the Board of Directors or at any later time specified therein.
Section 6. Multiple Offices. No person shall simultaneously hold more than one Office, except in the case of Special Offices created by the Board of Directors as specified in Section 1 above.
Section 7. Compensation. No Officer shall receive compensation from the Association for any service rendered to it. Officers may be reimbursed for actual expenses incurred in the performance of their duties.
ARTICLE XI – DUTIES OF OFFICERS
Section 1. President.
The President shall be the Chief Executive Officer of the Program. He shall preside at all meetings of the Members and at all meetings of the Board of Directors. The President shall have general authority to conduct the day-to-day management of the business of the Program and shall see that all orders and resolutions of the Board of Directors are implemented. The president executes legal documents, is in charge of insurance and hires/terminates all employees. The President shall be an ex-officio member of all Committees and will have the general powers and duties of supervision and management usually vested in the office of a President of a corporation. The President will cast the deciding vote in the case of a tie. President is authorized to sign and submit Annual State Papers. (Revised/Approved 7/16/07).
Section 2. Vice-President’s Duties. The Vice-President shall advise and assist the President. He shall act for the President on the President’s request, or during the President’s absence from a meeting or temporary disability. He shall succeed to become President in the event of the President’s death, resignation or termination. He will be the Programs primary liaison between the WLA and the Youth Lacrosse of MN. In this capacity, the Vice President will attend all YLM meetings and offer reports to the WLA Board of Directors. This person will also create and administer a survey after completion of each WLA sponsored program to determine membership satisfaction level. He will perform such other duties as the Board of Directors may assign
Section 3. Secretary. The Secretary shall record the minutes of all meetings. He shall subsequently have the minutes reviewed, corrected, amended and approved by the Board of Directors at their next meeting following the meeting recorded by the Secretary. Minutes will be mailed to the Board of Directors within seven (7) days of each meeting. The Secretary shall also maintain the Program’s current and historical records, and perform such other duties as the Board of Directors may prescribe
Section 4. Treasurer. The Treasurer shall keep an account of all monies received and expended for the use of the Program and oversee the Association’s financials as described in the Financial Management Policy. He shall deposit all sums received in the bank and make disbursements authorized by the Board or such other Officers as the Board may prescribe. The Treasurer shall make a report at the Annual Meeting or when called upon by the President and shall provide a summary of the Program’s overall financial condition at each Board Meeting. The Treasurer is also responsible for assuring compliance with tax and other regulatory requirements of non-profit organizations as described in the Tax and Non-Profit Responsibilities Policies. The Treasurer will work with an independent Certified Public Accountant engaged for purposes of preparing and filing annual Federal and Local Tax returns. (Revised/Approved 8/20/07.)
ARTICLE XII– FINANCIAL ACCOUNTING
Section 1. Document Inspection. The Program’s books and records shall be available for inspection by any Program member, upon reasonable notice made during regular business days and hours.
Section 2. Checks/Drafts. The Treasurer or Asstistant Seasonal Team Treasurer may sign all Program checks and notes as appointed by the Treasurer.
ARTICLE xIII – COMMITTEES
The President, subject to the approval of the Board of Directors, shall appoint such standing or special committees or subcommittees as may be required by the Bylaws, or as he may find necessary.
ARTICLE XIV– USE OF FUNDS AND DISSOLUTION
The Program shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed to the members of the Program. The Program may be dissolved by a vote of three-fourths (3/4) of its individual active members eligible to vote at any duly organized meeting of the Program. On dissolution of the Program, any funds or assets remaining after report of expense and debts of the Program shall be distributed to one or more organizations exempt or eligible for exemption from taxation under the Internal Revenue Code, as amended to be selected by the Board of Directors.
ARTICLE XV – FISCAL YEAR
The Program’s fiscal year is January 1 thru December 31.
ARTICLE XVI – INDEMNIFICATION
Section 1. Indemnification. The WLA shall annually purchase insurance to adequately indemnify Program Directors, Officers, Members, employees, or other Program agents against the reasonable expense of any civil, criminal, administrative or investigative action to which such persons may be made a party by reason of their appointment or work for the Program.
Section 2. Limitations. Such indemnification shall not be effective in a good-faith action by the Program against such person for misfeasance, malfeasance or nonfeasance, or for knowing, wanton or willful negligence in the performance of their duties for the Program. The Program shall bear no responsibility for indemnification if it can be shown that the individual(s) have not acted in good faith, or in the absence of wanton or willful negligence, regardless of their position in the Program. Under no circumstances shall the Program’s indemnification exceed the policy limits of its insurance as directed by the Board of Directors. Such limit shall not be less than One Million Dollars ($1,000,000), shall be reviewed annually in light of then current circumstances, and shall not be unreasonably set. Not withstanding the above, it is the intention of the Program to provide indemnification for its Directors, Officers, Members, coaches, volunteers, employees and agents to the fullest extent possible under applicable law.
ARTICLE XVII – AMENDMENTS
These Bylaws may be amended, repealed or altered, in whole or in part, pursuant to prior resolutions by a majority vote of the Board of Directors.
ARTICLE XVIII – TAX EXEMPTION PROVISIONS
Section 1. Limitation on Activities. Notwithstanding any other provisions of these Bylaws, this organization shall not conduct any activity not permitted by (a) a organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Use. No part of the net earnings of this organization shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the organization.
Section 3. Distribution of Assets. Upon the dissolution of this organization, its assets (after payment of all debts and liabilities), shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the Federal government, or to a state or local government for a public purpose.
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These Bylaws accepted by WLA Board of Directors (Date): August 29, 2006.
President’s Signature: ____________________________________________________
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This version of the Bylaws is current and supersedes the Bylaws approved at a meeting of the WLA Board of Directors on October 29, 2003.
Accepted (Date):__________________
President’s Signature: ____________________________________________________
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