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Bylaws


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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