NORTHERN VIRGINIA SCHOLASTIC HOCKEY LEAGUE, INC.
(A Non-Profit Corporation)
ARTICLE I - NAME/PRINCIPAL OFFICE
The name of the Corporation is Northern Virginia Scholastic Hockey League, Inc. ("NVSHL"), a not for profit organization incorporated in the Commonwealth of Virginia. The principal office of the Corporation shall be located in the Commonwealth of Virginia or at such other places as may be selected from time to time by the Board of Directors.
ARTICLE II - PURPOSES
The Corporation is organized exclusively for educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE III - MEMBERSHIP
Section 1. Membership.
NVSHL is a non-profit, non-stock issuing, membership corporation. NVSHL's membership is open to high school-based teams composed of eligible students interested in the sport of ice hockey. Each high school-based team that has been admitted as a "Member" by the majority vote of the Board of Directors is a Member of NVSHL. All NVSHL members, regardless of membership classification, shall enjoy the same rights and privileges and may participate in the election of the Board of Directors.
Section 2. Class Membership.
NVSHL has two types of Members: (a) Regular Member and (b) Provisional Member.
(a) "Regular Member" refers to those high school-based teams whose team players are composed of students from only one school.
(b) "Provisional Member" refers to those high school-based teams whose team players are composed of students from more than one school and approved to be such a member by the Board of Directors or its designee.
Section 3. Retention of Provisional Status.
A Provisional Member may retain provisional status in the NVSHL as and to the extent approved by the Board of Directors or its designee. The Board of Directors reserves the authority to determine when a Provisional Member must become a Regular Member.
Section 4. Member Representative.
Each NVSHL Member shall designate an adult "Member Representative" who will work with NVSHL in matters pertaining to the NVSHL and the teams, including casting all votes on behalf of such Member. Such representative shall be designated by written notice to the Board of Directors or its designee by July 1st of each year. In the event of any dispute as to the identity of the Member Representative, the Board of Directors or its designee may, in its sole discretion, determine the Member Representative.
Section 5. Resignation.
Any member, Regular or Provisional, may resign by submitting a written letter of resignation and delivering the same to the Secretary.
Section 6. Suspension/Expulsion.
The Board of Directors, by an affirmative vote of at least two-thirds of the Directors, may suspend or expel a Regular Member or Provisional Member for cause after an appropriate hearing at a meeting called for said purpose.
ARTICLE IV - FEES
Section 1. Member Fees.
Member Fees shall be charged to all Members, regardless of membership classification, as a prerequisite to participation each year and from time to time for NVSHL's activities. The Board of Directors shall develop and present the proposed annual budget, fees and schedule of payment and present them to the NVSHL Members for approval during the Annual Meeting as defined under Article V, Section1 of these Bylaws. The proposed annual budget shall include a contingency amount equal to 10% of the total budget, which contingency may be utilized by the Board of Directors to cover cost over-runs and unanticipated expenses. However, the proposed annual budget shall not include a contingency amount if the funds held by the Corporation as a contingency fund on the date of the Corporation's Annual Meeting are equal to or greater than fourty percent (40%)of the total proposed annual budget.
Section 2. Special Assessments.
In the event of a shortfall in funds necessary for NVSHL to meet its regular financial obligations, the Board of Directors may (i) propose a special assessment to the NVSHL Members for approval at the Annual Meeting or at a special meeting of the Members called for such purpose or (ii) to the extent the special assessment per Member is less than 20% of the Member Fee for such year, authorize such a special assessment by a two-thirds vote of the Board of Directors.
Section 3. Refund of Fees.
There shall be no refund of fees unless the Board of Directors, in its sole discretion, decides otherwise.
Section 4. Delinquent Accounts.
All fees are payable on a date determined by the Board of Directors. All members who are in arrears in fees will be so notified by the Treasurer. Such notice shall state the amount owed, that the rights of membership have been suspended pending receipt in full, and that membership may be cancelled if payment in full has not been received within seven (7) days of the date of such notice unless other acceptable arrangements made with the Treasurer to satisfy the delinquent account, within seven (7) days of the date of notice.
ARTICLE V - MEETINGS OF MEMBERS
Section 1. Annual Meeting.
An "Annual Meeting" of Regular and Provisional Members, shall be held on a date selected by the Board of Directors in the month of September for the purpose of electing Directors, reviewing financial reports, approving the annual budget, approving membership fees and payment schedules and for transaction of any other business as may come before the meeting. The Executive Director shall chair the Annual meeting.
Section 2. Place of Meetings.
All meetings of Members shall be held at such place within or without the Commonwealth of Virginia as the Board of Directors, upon majority vote, shall find to be convenient.
Section 3. Special Meetings.
Upon the request in writing of the Executive Director or the Board of Directors, or ten percent of the Members, it shall be the duty of the Secretary to call a special meeting of the Members, which meeting shall be scheduled within thirty days of the receipt of such written notice if such meeting is called by the Members. The Executive Director shall chair such special meetings.
Section 4. Notice of Meetings.
(a) Notice of time, place and purpose of the annual and special meetings shall be given, at least ten, but not more than sixty, days prior to the meeting, except that notice of a Members meeting to act on an amendment of the articles of incorporation, a plan of merger, a proposed sale of assets pursuant to §13.1-900 of the Virginia Code or the dissolution of the corporation shall be given not less than twenty-five, nor more than sixty, days before the meeting, by personal delivery to each Member, or by mailing a written or printed notice of same, with postage prepaid, to each Member, addressed to the last known post office address of the Member Representative. If mailed, the notice shall be deemed to be delivered when deposited in the United States Mail. Notification of Annual Meeting may be given by (i) Posting the information on NVSHL's official Internet web site and (ii) by e-mail delivery to last known email address of Member Representative.
(b) Whenever notice is required to be given under any provisions of these bylaws, a written waiver thereof, signed by the Member Representative, whether before or after the time stated in these bylaws, shall be deemed to be equivalent to notice. Attendance by a Member Representative at a meeting shall constitute a waiver of notice of such meeting to that Member, except when the Member Representative attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, in which event the Board of Directors may, if it believes adequate notice was not given, defer such meeting until such time as permits the giving of the required notice, if any.
Section 5. Quorum.
The Members present through their Member Representatives or by proxy at any meeting for the election of directors shall constitute a quorum for that purpose. To constitute a quorum for any purpose, there shall be present, in person or by proxy, Member Representatives constituting forty percent (40%) of the Members. The Secretary, or his/her designee shall announce the number of Members necessary for a quorum and announce whether a quorum is present prior to the initiation of the business of the meeting. A majority of the Member Representatives present may adjourn the meeting without further notice. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.
Section 6. Proxies.
At all meetings of Members, a Member Representative may vote by proxy such proxy to take the form of a written or electronic authorization to another person or persons to act for him as proxy. Such proxy shall be filed with the Secretary of the NVSHL before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided by the proxy.
Section 7. Voting.
Each Member in good standing, regardless of membership classification, shall be entitled to one vote at any annual or special meeting of the membership with such vote to be exercised by the Membership Representative. Except as may be specifically provided in these bylaws or in the Articles of Incorporation, all matters voted shall be decided by a majority of the Members present in person or by proxy. In addition to voting in person or by proxy, as permitted by §13-1-846 of the Code of Virginia, as amended, when Directors are to be elected such elections may be conducted by mail.
ARTICLE VI - BOARD OF DIRECTORS
Section 1. Composition.
The Board of Directors shall consist of a minimum of three (3) and a maximum of five (5) voting members, as determined by the Board of Directors, having staggered terms of office as provided in Section 2 below. Members of the Board of Directors need not be Member Representatives or affiliated with any member. In addition, the Board of Directors may elect its own members to be officers of the Corporation, except that neither the Chairman nor Vice Chairman of the Board of Directors may serve as the Executive Director of the Corporation.
Section 2. Term of Office.
The Directors shall have a term of office of three (3) years. No Directors will be elected in the third year of each three year cycle of Board of Directors membership.
Section 3. Nominations.
Not less than thirty (30) days prior to the Annual Meeting of the Corporation, the Executive Director, with the approval of the Board, shall appoint a Nominating Committee. The Nominating Committee shall use good faith efforts to nominate at least 1.5 members for each seat on the Board of Directors that is to be filled. The membership may also nominate candidates by submitting in writing to the Secretary the name or names of potential candidates. The Secretary shall notify the membership of those nominated, Nominations from the floor may also be made during the meeting.
Section 4. Conduct of Elections
Election of Directors shall be conducted at the Annual Meeting of all NVSHL members.
Section 5. Duties of the Board of Directors.
The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall elect a Chairman and Vice Chairman from its ranks.
Section 6. Failure to Perform Duties.
If a Director fails to attend three (3) consecutive regular meeting of the Board of Directors or otherwise fails to perform any of the duties delegated to him or her, his or her office may be declared vacant by the affirmative vote of a majority of the Board Directors.
Section 7. Vacancies.
All vacancies on the Board of Directors may be filled by the remaining Directors at any regular or special meeting of the Board by a vote of the majority of the Directors in a meeting at which a quorum is present. The Directors thus elected to fill any vacancy, shall hold office until the next annual meeting of the Members at which such seat shall be up for election and the elected Director shall serve for the unexpired term of the Director he/she replaces.
Section 8. Regular Meetings.
A regular meeting of the Board shall be held at least once every three (3) months within the Commonwealth of Virginia at the call of Chairman of the Board of Directors.
Section 9. Special Meetings.
Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or at the written request of the Executive Director or any two Directors. The Chairman of the Board of Directors shall set the time and place of such special meeting, but such meeting shall be within thirty (30) days if requested by the Executive Director or two or more Directors.
Section 10. Notice.
Notice of regular and special meetings of the Board shall be given to each Director at least seven (7) days prior to the meeting (i) by, the posting the information on NVSHL's official Internet web site and (ii) by e-mail delivery to each Director, by telecopy or written notice. However, such notice may be waived in a writing signed by the Directors in question. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 11. Quorum/Voting/Meeting Participation
A majority of the Board of Directors shall constitute a quorum for the transaction of business of any meeting, but less than a quorum may adjourn the meeting. Unless otherwise required by the Articles of Incorporation or Code of Virginia, the act of a majority of the Directors present at a properly convened meeting at which there is a quorum shall be deemed to be an act of the Board. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors may simultaneously hear each other during the meeting.
Section 12. Committees.
a) The Executive Director, with concurrence of the Board of Directors may appoint standing or temporary committees and invest such committees with such powers as the Directors see fit.
b) Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority:
1. to amend the Articles of Incorporation;
2. to adopt an agreement of merger or consolidation;
3. to transact the sale, lease, or exchange of all or substantially all of the Corporation's property and assets;
4. to call for a dissolution of the Corporation or a revocation of a dissolution; or
5. to amend the bylaws of the Corporation;
c) Such Committee shall keep minutes of their meetings and shall report their activities to the Board of Directors at their regular meeting or upon request.
Section 13. Operating Rules
The Board of Directors shall require the Executive Director to appoint a standing committee on Operating Rules for the conduct and management of the Corporation. This committee will solicit and review proposals for rule changes that are submitted in writing from the Members, Directors, officers and committee members and propose amendments to revise the Operating Rules to the Board of Directors. Once each year, either at the Annual Meeting or a special meeting of the Members called for this purpose, the Board of Directors will present the proposed amendments (or modification of the proposed amendments) which it deems advisable and which are not in conflict with the purpose of the Corporation or its Bylaws to the Member Representatives for their approval. Any recommendation of the standing committee that is not sent forward by the Board to the Members may be raised by any Member and if duly seconded and approved by the affirmative vote of 75% of the Members present at a meeting of the Members at which a quorum is present shall become part of the Operating Rules.
Section 14. Compensation
No compensation shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized. The amount to be budgeted for such fixed sums and expenses shall be specifically identified in the annual budget presented to the Member Representatives for approval at the Annual Meeting. Nothing herein contained shall be construed to prevent any Director from receiving compensation for services to the Corporation rendered in a capacity other than Director.
Section 15. Presumption of Assent
(a) A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
(b) A member of the Board of Directors or any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Corporation.
ARTICLE VII - OFFICERS
Section 1. Number/Term/Compensation
The officers of the Corporation shall be a Executive Director, Deputy Executive Director (optional at the discretion of the Board of Directors), Secretary and Treasurer each of whom shall be elected by the Board of Directors. The Board of Directors may from time to time elect one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers and such other officers, assistant officers, and agents as may be deemed necessary. No officer may hold any more than two offices at one time, provided that no officer shall serve as Executive Director and Deputy Executive Director at the same time. The officers shall hold office for one (1) year or until his or her successor is elected and qualified. The officers do not need to be Member Representatives or affiliated in any way with any Member. The officers of the Corporation may be compensated or uncompensated positions as the Board of Directors determines. All compensation to officers will be specifically identified by position in the annual budget presented to the Member Representatives for approval at the Annual Meeting.
Section 2. Vacancies
All vacancies on the Board of Directors may be filled by the remaining Directors at any regular or
special meeting of the Board of Directors by a vote of the majority of the Directors present at a
meeting at which a quorum is present. A Director elected to fill a vacant position shall hold office until
the term he or she is elected to fill expires.
Section 3. Removal
Any officer may be removed from office with or without cause by the affirmative vote of a majority of the Board of Directors.
Section 4. Executive Director
The Executive Director shall preside at all meetings of Members and the Board of Directors. He or she shall be the chief executive officer of the Corporation, and shall have general supervision and management of the affairs of the Corporation subject, however, to the control, when exercised, of the Board of Directors. He or she shall make reports to the Directors and Members and perform all other duties as are incident to this office or are properly required of him or her by the Board of Directors. The Executive Director shall appoint Chairmen of such committees as the Directors may appoint and shall serve ex officio as a member of each committee.
Section 5. Deputy Executive Director
The Deputy Executive Director shall perform all such duties as may be properly required of him or her by the Board of Directors or the Executive Director, and in the absence or inability of the Executive Director shall exercise all powers of the Executive Director.
Section 6. Vice Presidents
The Board of Directors, may elect Vice Presidents to oversee the functional activities of the Corporation including finance, communications, legal affairs, public relations, administration and operations.
Section 7. Secretary
The Secretary shall keep the "Minutes" of the meetings of the Board of Directors and Members, shall have charge of the Minute books, and shall make such reports and perform such other duties as are incident to his or her office or are properly required of him or her by the Board of Directors or the Executive Director.
Section 8. Treasurer
The Treasurer shall have custody of all monies and securities of the Corporation and shall keep regular books of account. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors or Executive Director and shall render an account of all of his or her transaction as Treasurer, and of the financial condition of the Corporation, and shall perform all duties incident to his or her office or that are properly required of him or her by the Board of Directors or the Executive Director.
ARTICLE VIII - MANAGEMENT OF CORPORATE FUNDS
No funds received by donation, bequest or any other means shall be diverted from the use to which they may be assigned by the donor, testator, or testatrix, unless such use is contrary to or in conflict with the purposes of the Corporation.
ARTICLE IX - EXEMPT ACTIVITIES
Notwithstanding any other provisions of these Bylaws, no Member, Director, Officer, Employee or representative of this Corporation shall take any action or carry on any activities by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170 (c)(2) of such Code and Regulations as they now exist or as they may hereafter by amended.
ARTICLE X - AMENDMENTS
Either the Board of Directors, by majority vote, or 10% of the Members may initiate an amendment to the Bylaws. Any amendment so initiated shall, to be effective, require an affirmative vote of both (i) the majority of the Directors present at a regular or special meeting of the Board and (ii) 60% of the Members present at a meeting of the Members at which a quorum is present and provided notice of the proposed amendment to the Bylaws was provided in the notice of the meeting.
ARTICLE XI - WAIVER OF NOTICE
Whenever, under the laws of the Commonwealth of Virginia or by provision of these Bylaws, a waiver in writing is signed by persons entitled to such notice, whether before or after the time stated therein, it shall be deemed equivalent to giving of such notice.
ARTICLE XII - INDEMNIFICATION
The Corporation shall indemnify an individual made party to a proceeding because he or she is or was a director, officer or employee of the Corporation against liability incurred in the proceeding unless the liability arises from his or her gross negligence or willful misconduct. The determination whether a director, officer or employee has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director, officer or employee was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her.
The Corporation shall pay for or reimburse the reasonable expenses incurred by a director, officer or employee who is a party to a proceeding in advance of final disposition of the proceeding if (a) the director, officer or employee furnishes the Corporation a written statement of his or her good faith belief that he or she has met the standard of conduct described in Section 13.1-876 of the Code of Virginia, as amended, (b) the director, officer or employee furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct, and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification.
In compliance with this Bylaw, the Board of Directors shall, to the extent lawful and feasible (considering cost and the resources available to the Corporation), purchase insurance to protect the officers, directors and employees from liability for their actions as officers, directors and employees of this Corporation. The foregoing indemnity provision shall in no way limit the extent of any insurance coverage purchased for such purpose.
All terms defined in Article 9 of the Virginia Nonstock Corporation Act, as enacted and in effect on the date of these By-laws, shall have the same meaning when used in this Article. In the event that any provision of this Article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this Article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE XIII - INFORMAL ACTION
Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof, may be taken without a meeting if prior to such action a written consent thereto is signed by all Directors of the Board or of the committee, as the case may be, and such written consent is filed with the Minutes of the proceeding of the Board or the committee.
ARTICLE XIV - CONTRACTS, LOAN, CHECKS, DEPOSITS
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specified instances.
Section 2. Loans.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the affirmative vote of 60% of the Members present at a meeting of the Members at which a quorum is present and provided notice of the purpose of the meeting was provided in the notice of the meeting. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such a manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
ARTICLE XV - DISSOLUTION OF THE CORPORATION
Dissolution of the Corporation shall take place in accordance with Article 13 of the Articles of Incorporation and according to the provisions of '13.1-902, et. seq. of the Code of Virginia, as it may be amended, including the requirement of the affirmative vote of two-thirds (brds) of the members present at a meeting called for such purpose at which a quorum exists.