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Name
The name of the organization shall be the Dallas Storm
Hockey Association. The organization is referred to in
these bylaws as the Association.
Article
2 – Office
The
Association shall maintain a mailing address in the Dallas/Fort
Worth metropolitan area, which may be the mailing
address of one of its Members. The Association may maintain
an office for the transaction of its business, which shall
be designated by the Board of Directors and which shall
be located within the Dallas/Fort Worth metropolitan area.
The Association’s mailing address and/or its principal
office may be changed by vote of the Board of Directors.
Article
3 – Purposes
Section 1.
The purposes of the Association shall be to foster,
promote and improve amateur youth ice hockey in the Dallas/Fort
Worth metropolitan area for charitable, educational and
recreational purposes. To further these purposes, the Association
shall endeavor to (1) stimulate interest in amateur youth
ice hockey, (2) develop and administer non-profit youth
ice hockey programs, (3) improve and promote the social,
mental and physical welfare of all participants in those
programs, (4) provide youths with instruction and coaching
in the sport of ice hockey in an environment of good sportsmanship,
fair play and safety and (5) carry out the duties and responsibilities
of an organization affiliated with the Texas Amateur Hockey
Association (TAHA) and with USA Hockey. In conducting its
affairs and administering its hockey programs, the Association
shall abide by the policies and rules of USA Hockey and
TAHA, or any successor organizations to them, as in effect
from time to time.
Section 2.
The
Association shall operate as a not-for-profit organization,
and shall take all commercially reasonable
actions necessary to obtain status as a charitable
organization described in Section 170(c)(2), exempt
from taxation
under Section 501(c) of the Internal Revenue Code, as
amended (“Code”), and as a publicly supported organization
described in Section 107(b)(1)(a)(iv) of the Code.
The Association
is one that does not contemplate pecuniary gain or
profit to its members and is organized solely for the
non-profit
purposes set forth above. No substantial part of the
activities of this Association shall be devoted to
carrying on propaganda,
or otherwise attempting to influence legislation, and
the Association shall not participate or intervene
in (including
the publishing or distribution of statements) any political
campaign on behalf of any candidate for public office.
Notwithstanding any other provisions of these Bylaws,
the Association shall not carry on any other activities
not
permitted to be carried on (1) by an entity exempt
from federal income tax under Section 501(c)(3) of
the Code,
or the corresponding provision of any future United
States internal revenue law, (2) by an entity, contributions
to which are deductible under Section 170(c)(2) of
the
Code,
or the corresponding provision of any future United
States internal revenue law and (3) by an entity, exempt
from
private foundation status as a publicly supported organization
under Section 501(a)(1) of the Code, or the corresponding
provision of any future United States internal revenue
law.
Article 4 – Membership
Section 1.
The Association shall have no Members.
Section 2.
The books and records of the Association, both
financial and non-financial, are the property of the Association
and not of any individual person. It is the responsibility
of the Board of Directors to obtain the return of any Association
records in the possession of any person when such person
non longer has need of the records in working on matters
for the Association.
Article 5 – Board of Directors
Section 1.
The affairs of the Association shall be managed
by a Board of Directors, who shall have final authority
over all matters pertaining to the administration of the
Association. The Board of Directors may, in its discretion
and consistently with these bylaws, delegate authority
as to particular matters to any officer(s), committee(s)
appointed by the Board of Directors or other individual(s)
designated by the Board.
Section 2.
The Board of Directors shall consist of between
three and nine voting members. Three members shall
be known as “Executive Directors” and up to six members
shall be known as “At Large Directors.” The Executive
Directors shall be Bill Nutt and two executives to be
named. Each Executive Director shall serve until
his resignation,
death, or removal from office; provided, however,
than none of the appointed three Executive Directors
may
be removed without his consent prior to April 30, 2005.
Up to six At Large Directors may be appointed
from time to time by majority vote of the Executive Directors.
Each At Large Director shall serve for a term beginning
on the date of his or her appointment and ending on the
next-following April 30 and, if his successor has not been
elected and qualified on such date, until such later date
as his successor is elected and qualified, or until his
or her earlier resignation, death or removal from office.
At-Large Directors may be removed from office at any time,
with or without cause, by the affirmative vote of a majority
of all Executive Directors then holding office. Each Executive
Director and At Large Director shall have equal voting
rights on all matters as to which directors are entitled
to vote, except for the appointment and removal of directors,
as to which the Executive Directors shall have the sole
and exclusive voting rights.
Section 3.
Directors of the Association shall receive no
compensation or remuneration for serving as directors,
other than reimbursement, upon presentation of proper vouchers,
of actual expenditures incurred on behalf of the Association.
Article 6 – Officers Section 1.
The officers of the Association shall consist
of a President, a Vice President of Player Development,
a Vice President of Hockey Operations, a Secretary,
a Treasurer, and such other officers, if any, as the
Board shall determine.
The President, Vice President of Player Development
and Vice President of Hockey Operations shall constitute
an
Executive Committee which shall be responsible for
designing and implementing the Association structure
and execution
of its programs. The President shall be Bill Nutt,
the Vice President of Player Development, and the
Vice President of Hockey Operations shall be announced,
each
of whom shall serve as such until April 30, 2005.
The Secretary and Treasurer shall be selected by a majority
vote of the
members of the Executive Committee. Any officer may
be removed from office at any time, with or without cause,
by the affirmative vote of a majority of the other
Directors
then holding office, at a Board meeting duly called
for the purpose of considering such removal; provided
however,
that the President, Vice President of Player Development
and Vice President of Hockey Operations may not be
removed without his consent prior to April 30, 2005.
Section 2.
The President shall be the chief executive officer
of the Association and shall have all powers normally associated
with the office of chief executive, including but not limited
to the right to preside at meetings of the Board and to
see that decisions of the Board are duly carried out. The
President must be a member of the Board.
Section 3.
The Vice President of Hockey Operations shall
be responsible, subject to the supervision of the Board,
for overseeing the on-ice programs of the Association,
shall preside at any meetings in the absence of the President,
and shall perform such other duties as directed by the
President or the Board. The Vice President of Hockey Operations
must be a member of the Board.
Section 4.
The Vice President of Player Development shall
be responsible, subject to the supervision of the President
and the Board, for overseeing tryouts, development camps,
and other player development activities, shall preside
at Board meetings in the absence of the President and Vice
President of Hockey Operations, and shall perform such
other duties as directed by the President or the Board.
The Vice President of Player Development must be a member
of the Board.
Section 5.
The Secretary shall keep accurate minutes of
each meeting of the Board and shall perform such other
duties as the President or Board may direct. The Secretary
may, but shall not be required to, be a member of the Board.
Section 6.
The Treasurer shall keep full and accurate accounts
of all receipts and disbursements of the Association
and shall deposit all monies or other things of value
in the
name and to the credit of the Association in such
bank or banks as the Board may approve from time to time.
The Treasurer shall disburse the Association’s funds
under the direction of the Board, taking proper vouchers
therefore,
and shall render a report as to the financial position
of the Association at all meetings of the Board.
The Treasurer shall be responsible for arranging
for the
filing of all
required tax returns with any governmental authorities.
Unless the Board of Directors determines that bonding
is not available at a reasonable cost, the Treasurer
shall obtain a fidelity bond at the expense of the
Association. The Treasurer may, but shall not be
required to, be
a
member
of the Board.
Section 7.
The Board may appoint such additional officers,
from its membership or otherwise, to undertake such functions
and duties on behalf of the Association as the Board may
prescribe. Any such persons shall serve at the pleasure
of the Board, and may be removed by the Board at any time,
with or without cause.
Article 7 – Amendment of Bylaws Amendments to these Bylaws may be made by majority vote
of the Board of Directors; provided that no amendment shall
(i) change the voting rights, term or removal provisions
relating to any Executive Director or (ii) entitle any
person other than Executive Directors to vote with respect
to the appointment or removal of directors, unless in each
case such amendment is approved by majority vote of the
Executive Directors.
Article 8 – Dissolution
Any voluntary dissolution of the Association shall be
governed by and conducted according to the requirements
of the Texas Non-Profit Corporation Act, Article 1396-6.01
through Article 1396-6.06 of the Texas Revised Civil Statutes,
including any amendatory or successor legislation in effect
at the time the issue of voluntary dissolution is considered.
Article 9 – Miscellaneous Provisions
Section 1.
In the event that questions of procedure arise
at meetings of the Board of Directors that are
not covered by these bylaws, the President shall rule
on
such questions
by reference to Robert’s Rules of Order.
Section 2.
Members of the Board of Directors of the Association,
its officers and committee members, and/or any other person
serving on behalf of the Association by delegation of the
Board of Directors, shall be indemnified and saved harmless
out of the funds of the Association to the fullest extent
permitted by the Texas Non-Profit Corporation Act, Article
1396-2.22A, Texas Revised Civil Statutes, or any amendatory
or successor legislation thereto, for any act or failure
to act in connection with their activities on behalf of
the Association. The Board of Directors is authorized to
expend Association funds to purchase insurance covering
ay such person against such liability.
Section 3.
Any dispute of any kind or nature whatsoever
between the Board of Directors and any person who is a
coach, volunteer, player or the parent of a player of one
the ice hockey teams skating as part of the Association
shall be initially heard and determined by the Board of
Directors in such manner as it may determine is appropriate
to the particular matter involved. Any person aggrieved
by such a determination may pursue the matter under the
dispute resolution procedures of TAHA and USA Hockey, but
shall have no other remedy. The Board of Directors may
summarily remove from the team any such individual on whose
behalf any person seeks to pursue any other method of dispute
resolution, including without limitation, litigation.
© 2003 THE DALLAS STORM HOCKEY ASSOCIATION
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