By Laws

Updated June 11, 2016

Preamble: The purpose of the Danvers Youth Hockey Association, Inc. (the Association)is to develop the physical characteristics of the youth of the community in keeping with standards set forth under the President’s program of physical fitness, and to develop among the youth a spirit of sportsmanship and opportunity through a program of supervised competition.

Article I A: The name of this corporation shall be Danvers Youth Hockey Association, Inc. B. The principal office of this corporation shall be located at P.O. Box 391, Danvers, Massachusetts 01923. C. The Corporate seal shall consist of acircular die cut bearing the inscription of the corporation and such other device or inscription as the Board of Directors may determine. The form of the seal may be changed by the Directors whenever they so order.

Article II: The Association. shall be strictly nonsectarian and nonpolitical and constituted for no pecuniary reason whatsoever.

Article III: The word “Association”in the following articles shall signify the Danvers Youth Hockey Association, Inc.

Article IV: Participation in youth programs sponsored by the Association shall be in accordance with such policy guidelines as may be adopted by the Board of Directors, and shall be open to youths of good character subject to the limitations of programming. If said program has reached full capacity, a waiting list for youth membership shall be established for each age group on a registration priority basis. Acceptance into the program of a participant shall be acceptance for a continuing period of time only with the limitations of the participant's age and good standing.

Article V: A. The Officers shall consist of a President, Vice President of Operations, Vice President of Communications, Vice President of Fundraising, Clerk/Registrar and a Treasurer. The President shall not serve more than 4 consecutive terms. The Corporate Membership shall elect from their numbers a Board of Directors consisting of Twenty-One (21) members. The Board of Directors shall, in turn, elect officers from their numbers. It shall be the obligation of each officer to keep and maintain proper books, records and accounts and the same and all other property of the Association shall be and remain the property of the Association. Each officer shall hold office until his/her successor is duly qualified and elected. In-term Officer Vacancies shall be filled by election from and by the Directors for the unexpired term.

In-term Board of Director Vacancie sshall be filled by an election from and by the corporate members for the unexpired term.

B. All committees, permanent and special, shall be approved by the Board of Directors. Committee Chair persons shall be appointed by the President. Appointees shall submit, within two(2) weeks, a list of proposed committee members to the President and the Vice President for their approval, which approval shall be given or denied within one (1) week of said submission. In any event, committee membership must be established within four (4) weeks of a committee chairperson’s appointment.

C. The President, along with the Officers of the Corporation, collectively not independently, shallbe empowered to remove any committee chairpersonand any committee member with cause with an explanation of this removal presented to the Board of Directors. The President, along with the Officers of the Corporation, shall be empowered with the advice and consent of two thirds (2/3) of the membership of the Board of Directors, to remove any officer for cause. The President, subject to the direction of votes by the Association and by votes of the Directors, shall: manage the affairs of the Association; when present, preside at all meetings of the Association; in his discretion, call meetings of the Association, Board of Directors or any committee; and perform all other duties required by law or the Association. The President shall vote in all elections for Board of Director and Officer Positions. The President shall not vote during any other Board of Director vote unless his vote is needed to break a tie on a Board of Director vote. In that case, the President will cast one vote to decide the issue.

D. The designated titles of the Vice Presidents shall be Vice President of Operations and Vice President of Communications. The duties of each office shall be as designated by the President. The three Vice Presidents shall be empowered to call meetings of any committee within the scope of their authority. In the absence of the President, first the Vice President of Operations and then the Vice President of Communications,then Vice President of Fundraising,then the Treasurer, then the Clerk,shall preside over the meeting. The Officers shall be chairpersons ex-officio of all committees within the scope of hisor herresponsibilities and shall serve in the stead of thePresident in the same order as above when the President is unable to serve. The Officers shall be ex-officio members of all committees.

E. The Directors shall: from their numbers choose a President and three Vice Presidents; fill vacancies of officer posts; remove any officer for cause by two thirds (2/3) vote of their number; examine and cause to be kept the books, records and accounts and other property of the Association; require the Treasurer to give bond to the Corporation. The Directors may by their votes, direct the officers in the management of the affairs of the Association.

F. The Treasurer shall: pay any bills of the Association promptly; require all bills due to the Association be promptly paid; keep and have charge of the Corporate seal and affix an impression thereof to any document as required or that he deems proper; when required, certify that the execution of any document is the free act and deed of the Corporation; have custody and charge and manage and maintain the accounts of the Association, the vouchers thereof and the moneys, books and valuable papers of the Association; deposit all funds of the Association to its credit in its Corporate name with such banking institution as the Directors shall so approve, to be drawn only upon checks imprinted with the name of the Association and signed by two Officers of the Corporation; at the annual meeting present a general report of the receipts and expenditures during the fiscal year and give bond to the Association.

G. The Clerk / Registrar shall: be sworn to the faithful performance of his/her duties; keep a detailed record of all proceedings at the meetings.

A copy of said record shall be delivered electronically or mailed post paid to each Corporate member and officer at his known residence or usual place of business as it appears upon the books of the Association. The Clerk / Registrar shall give notice to the Association of all regular monthly meetings and the annual meeting at least seven (7) days prior to the scheduled meeting. In the event of an emergency and/or special Board of Director meeting, if need be, the seven (7) day notice requirement can be waived. Advance notice of the purpose, time, and place of said emergency or special meeting will be given to all Directors understanding that the length of this advance notice can only be as long as the urgency of said meeting allows. The Registrar shall also perform all other duties required by law, the Association and the Directors.

Article VI: A. The Association shall consist of Voting Members who make up no less than 20% of individuals who have children actively skating in the program, including;

1. Corporate Members:

A. Associate Members: Any Associate member who attends six (6) out of the prior twelve (12) regular meetings. Failure to maintain a minimum attendance as described above will result in removal from Corporate Member status.

B. The Board of Directors: Revocation of Corporate membership for cause may be determined by a two thirds (2/3) vote of the Corporate membership. Removal for failure to maintain the minimum attendance requirement is automatic and does not require a vote. Removal for cause shall be automatic on the first regular meeting following the default, if a Corporate member or Board member has failed to maintain a minimum attendance of six (6) of the last twelve (12) regular meetings of the Corporation. An absence of a corporate member due to illness, employment or any other cause deemed by the President to qualify as an excused absence shall not count for removal proceedings.

2. Directors:

Twenty-one (21) Directors who shall be elected from and by the corporate members, and whose number shall include officer posts. Yearly, one third (1/3) of the Board of Directors shall stand for election for a term of three (3) years. Election shall be at the annual meeting and shall be by a majority secret vote of the corporate members voting. Similarly, the Directors shall elect Officers of the Association for annual terms at the annual meeting by a majority secret vote. In the event an election results in a tie, there will be a second vote taken. In the event the second vote remains a tie, and a decision is not rendered, a vote of the Officers will be taken. If the Officers vote still results in a tie, the President’s vote will determine the election result. In-term Officer and Board of Director vacancies shall be filled by election as previously defined in Article V, Section A.

3. Associate Members:

A. Associate Members of an indeterminate number consisting of:a. All parents or legal guardians of youths participating in Associationprograms who have paid and who shall continue to pay the dues and fees which shall be established and reviewed annually by the Corporation. b. All persons authorized by the Board of Directors to assistthe Association in any way, particularly in on-ice activities. B. Only members of the Association shall fulfill any functions or capabilities of the Association. Article VII:A. The Association shall meet annually at a time and place designated by the Board of Directors on the first (1st) Sundayin May.

B. Open meetings of the Corporation are held monthly as designated by the President,and shall be run by Parliamentary procedure for general information to the participants of the league.

C. Meeting of the Corporation shall signify a meeting of the Corporation members; “Meeting” shall signify a regular or special meeting of the Association, Board of Directors or a Committee. Unless otherwise specifically provided, a quorum shall be attained when more than one half (1/2) of the Boardof Directors are present and voting.

D. In the event a Board of Director is unable to attend a meeting of the Corporation, he can utilize his voting privilege by proxy. A vote by proxy is when a Board Member in abstention grants another Board of Director the authority to vote on his behalf. This proxy must be given to another Board of Director, in writing. No Board of Director can cast more than one Proxy vote, in addition to his own vote, at any given meeting. Written notification shall be given to the Secretary of the Corporation prior to the start of said meeting, of any Board of Director who has chosen to vote by Proxy and which Director holds that voting privilege. The proxy does not indicate attendance toward the quorum.

E. If any meeting is not held or any election is not made, or any other business is not transacted, on the day it should have been, or if any election is not legally made, or any other business is not legally transacted, the meeting may be held, and the election and other business may be ratified, at any subsequent meeting duly called.F...At any meeting a quorum may transact business, but a less number may adjourn to a specified time and place; a majority shall decide all questions and any question shall, when any voter so requests, be decided by ballot, each voter signing his ballot.

F. At any meeting a quorum may transact business, but a less number may adjourn to a specified time and place; a majority shall decide all questions and any question shall, when any voter so requests, be decided by ballot, each voter signing his ballot.

Article VIII: The fiscal year of the Association shall begin on the first day of June annually.

Article IX: Annual registration fee for membership in the Association shall be assessed in accordance with a schedule set forth yearly by the Board of Directors.

Article X: The order of business at meetings of the Association shall be determined by the Board of Directors.

Article XI: These By-Laws may be amended from time to time by a two thirds (2/3) vote of the Corporate members present and voting at any meeting, provided however, that a minimum of seven (7) days notice of such By-Law change was given prior to the meeting. The order of business at meetings of the Association shall be determined by the Board of Directors. Article XI:These By-Laws may be amended from time to time by a two thirds (2/3) vote of the Corporate members present and voting at any meeting, provided however, that a minimum of seven (7) days notice of such By-Law change was given prior to the meeting.

This CONSTITUTION AND BY-LAWS accepted on June 21, 2016 by two thirds (2/3) vote of the Corporation members present.