NEW CANAAN LACROSSE ASSOCIATION, INC.
(a Connecticut Nonstock corporation)
1.0 PRINCIPAL OFFICE. The principal office for the transaction of the business of the corporation shall be at such location, within the State of Connecticut, as shall be designated by the Board of Directors. Until changed by duly authorized action of the Board of Directors, such principal office shall be at P.O. Box 1671, New Canaan, CT 06840.
1.1 OTHER OFFICES. The corporation may also have an office or offices at such other place or places, either within or without the State of Connecticut, as the Board of Directors may from time to time determine or as the business of the corporation may require.
2.0 The Corporation’s primary purpose is to promote the game of lacrosse by establishing youth programs for boys and girls who are residents of New Canaan by providing age appropriate instructional and competitive programs through the eighth grade. All such programs will be conducted with the highest standard of sportsmanship and pursuant to a Code of conduct established by the Board of Directors. The Corporation is organized exclusively for charitable purposes as such purposes are defined by Section 501(©)(3) of the Internal Revenue code (or the corresponding section of any future Internal Revenue law of the United States.
3.0 GOVERNING BOARD DEFINED AS FOLLOWS:
3.1 FUNCTIONS, DEFINITIONS AND COMPENSATION. The business, property, and affairs of the Corporation shall be managed by or under the direction of its Board of Directors (hereinafter the "Board" or "Board of Directors"). The use of the phrase "entire board" herein refers to the total number of directors which the Corporation would have if there were no vacancies. The Board of Directors shall have authority to establish reasonable allowance for expenses actually incurred in connection with their duties.
3.2 QUALIFICATION AND NUMBER. A director need not be a member of the Corporation, a citizen of the United States or a resident of the State of Connecticut. The first Board and subsequent Boards shall consist of eleven (11 ) directors until changed as hereinafter provided. The directors shall have power from time to time by resolution to increase or decrease their number, provided that the minimum number of directors may never be less than three (3). Former or past Presidents of the Corporation may attend Board meeting as Emeritus directors. However, Emeritus directors shall not be voting members of the Board unless they are serving the Corporation in an additional role at the request of the Board. (i.e. scholarship, equipment, legal advisor)
3.3 TERM, VACANCIES AND RESIGNATION. The first Board of Directors shall be elected at the organization meeting of the Corporation and shall be self-perpetuating renewable on an annual basis. Thereafter, any vacancies in the Board of Directors shall be filled by the affirmative vote of the remaining directors, or by action taken by consent of the remaining directors, or at a meeting of the Board of Directors by the concurring vote of a majority of the remaining directors (though such remaining directors are less than a quorum), and newly-created directorships shall be filled by the concurring vote of directors holding a majority of the directorships, which number of directorships shall be the number prior to the vote on any such increase. A director may resign by written notice to the Corporation. The resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as shall be specified in the notice of resignation. The Board will endeavor to stagger resignations and appointments such that the goal will be approximate one quarter Board turnover each year.
3.4 REMOVAL OF DIRECTORS. One or more of the directors of the Corporation may be removed with or without cause by the affirmative vote of the directors holding a majority of the directorships at a meeting called for this purpose, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of one or more directors.
3.5.1 Time. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.
3.5.2 Place. Meetings shall be held at such place within or without the State of Connecticut as shall be fixed by the Board.
3.5.3 Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of (i) the Chairman of the Board, if any, or (ii) the President or (iii) a majority of the directors in office.
3.5.4 Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Except with respect to the removal of one or more directors under Article II of these Bylaws, the notice of any meeting need not specify the business to be transacted at, or the purpose of, the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to him.
3.5.5 Quorum and Action. A majority of the entire Board shall constitute a quorum except when a vacancy or vacancies prevent such majority, whereupon a majority of the directors in office shall constitute a quorum, provided such majority shall constitute not less than the greater of at least two persons or at least one-third of the entire Board then serving. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as therein otherwise provided, the act of the Board shall be the act, at a meeting duly assembled, by vote of a majority of the directors present at the time of the vote, a quorum being present at such time.
A director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee, as the case may be, by means of conference telephone or similar communications equipment enabling all directors participating in the meeting to hear one another and participation in such a meeting shall constitute presence in person at such meeting. Action by the vote of the Board may be scheduled to occur electronically. Electronic votes may only be utilized for time-sensitive action, for which votes cannot be delayed until the next regular Board meeting.
Electronic votes are initiated when the President or Secretary sends formal request for a vote to all board members via electronic mail (e-mail). This formal request for a vote must contain the exact motion as presented to the Board, and the date and time at which vote response is due, which is to be a minimum of three days in the future from the request date.
The time period between the President or Secretary’s request for a vote until the due date and time of the vote is known as the electronic voting period. Board members, entitled to vote, are to communicate their vote only to the President or Secretary via electronic mail (e-mail) during the electronic voting period.
3.5.6 Chairman of the Meeting. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the President, if present and acting, or any other director chosen by the Board, shall preside.
3.6 WRITTEN ACTION WITHOUT MEETINGS. If all the directors, or all members of a committee of the Board of Directors, as the case may be, severally or collectively consent in writing to any action taken or to be taken by the Corporation, and the number of such directors or members constitutes a quorum for such action, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors or committee, as the case may be. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors.
3.7 COMMITTEES. The directors shall designate such committees of the Board of Directors as they deem appropriate to act on behalf of the Board or perform such duties as the Board shall so direct.
3.8 GRIEVANCE COMMITTEE. The Board shall appoint a Grievance Committee to hear complaints of parents, players, coaches, directors or officers regarding the programs sponsored by the Corporation which have not been satisfactorily addressed through normal operating procedures established by the Corporation. The Grievance Committee will be constituted as outlined in article 3.8.a and 3.8.b below. The Grievance Committee will hear the basis for the complaint and examine all evidence it deems appropriate from all parties involved. Upon weighing such evidence, the Grievance Committee will report to the Board its findings as to the appropriate resolution. The findings will be acted upon by a vote of the Board unless the complaint involves previous board actions in which case the findings will be binding on the Board.
a. The Grievance Committee shall consist of three members all whom will be listed on the NCLA website. These members shall consist of a current Board member who shall serve as the Chair of the Grievance Committee, a non-voting member of the Board of Directors or a member of the community who is currently unaffiliated with the NCLA, and a third member who is currently unaffiliated with the NCLA Board and is a member of the
b. The three members shall have three year terms except for the first class of members who shall have staggered terms of 3 years, 2 years and 1 year;
c. The third member of the initial Grievance Committee and any member whose term is expiring shall be replaced as follows: the two (2) remaining Grievance Committee members will select a list of 3-5 qualified candidates from whom the NCLA Board will select the next member of the Grievance Committee. If the two remaining members of the Grievance Committee cannot agree on a list of 3-5 qualified potential candidates, the retiring/retired member will decide which list to give to the Board;
d. The responsibility of the Grievance Committee will include any action of the NCLA that aggrieves any player, coach or Board Member including such persons removal from the program in any capacity. The NCLA Board shall cooperate in all respects with the activities of the grievance Committee. Nothing within this Section or subsection is intended to remove the normal process of reporting and reviewing a complaint. Historically that has been reporting a problem to a head coach, then to that particular programs supervisor (Vice President in charge of Boys or girls program), and then to the Board. If the decision made by the NCLA Board of Directors, it will then be referred to the Grievance Committee. The decision to go to the Grievance Committee shall belong to the aggrieved party and there will be no right to refuse such a request on the part of the organization. The Grievance Committee’s decision in all matters affecting a person’s ongoing role with the NCLA shall be binding on the Board. The Grievance Committee has no ability to make changes or implement policy as it relates to the operations of the NCLA. That Power remains vested with the Board.
e. The Grievance Chair is to be contacted to report incidents of bullying.
f. Any sitting Board member can be the Chair of Grievance Committee and said Chair will be selected as provided for in the grievance Committee structure recited herein; will receive training on best practices and how to handle bullying issues in sports;
g. The Grievance Committee members are required to complete a required anti-bullying program approved by the majority of the Grievance Committee which will be similar to the state mandated requirements for teachers and educators in the Connecticut public school system or a program recommended or used by US Lacrosse.
3.9 INTERESTED DIRECTORS AND OFFICERS. Any contract or transaction between the Corporation and any Director or officers or any corporation, partnership or other organization in which a Director, officer or immediate family member (parent, sibling, spouse, child or in-law) of such Director or officer have a financial interest shall require the approval of a majority of disinterested Directors permitted to vote whether or not a quorum is present and shall be on no less favorable terms to the Corporation than a transaction or contract offered by a non-interested party.
4.0 OFFICERS. The directors shall appoint or elect a President and a Secretary, and may appoint or elect a Chairman of the Board, Vice Chairman of the Board, one (1) or more Vice-Presidents, Assistant Vice-Presidents, Assistant Secretaries, Treasurers and Assistant Treasurers, and such other officers and agents as they shall determine. The President may but need not be a director. Any two (2) or more offices may be held by the same person. Unless otherwise provided in the resolution of appointment or election, each officer shall hold office until the next annual meeting of the Board of Directors and until his successor has been elected and qualified. Effective July 1, 2012, there will be a two year term limit for the President of the Association. In order to promote continuity of program leadership, other officers of the Association shall serve for a term of two years but no individual shall be permitted to hold these offices for more than two consecutive two year terms. The Board of Directors may remove any officer with or without cause and shall have the power to fill vacancies occurring in any office.
POWERS AND DUTIES
4.1 Chairman of the Board. The Chairman of the Board, if there be one, shall be a member of the Board and shall preside at all meetings of the Board. The Chairman shall have such powers and perform such duties as from time to time may be assigned to the Chairman by the Board.
4.2 President. The President shall have such powers and perform such other duties as prescribed from time to time by the Board.
In the absence, disability or refusal of the Chairman of the Board to act, or the vacancy of such office, the President shall preside at all meetings of the shareholders and of the Board.
4.3 Vice Presidents. Each Vice President, of whom one or more may be designated a Senior Vice President, Assistant Vice President or an Executive Vice President, shall have and exercise such powers and shall perform such duties as from time to time may be assigned to said Vice President by the President or the Board of Directors.
4.4 Secretary. The Secretary shall (i) keep the minutes of all meetings of the shareholders and of the Board in books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of law and these Bylaws; (iii) maintain custody of the records and of the corporate seal or seals of the Corporation; (iv) see that the corporate seal is affixed to all documents the execution of which, on behalf of the Corporation under its seal, is duly authorized, and, when the seal is so affixed, may attest the same; and (v) perform all duties incident to the office of secretary of a corporation, and such other duties as from time to time may be assigned by the Board.
4.5 Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit, or cause to be deposited, in the name of the Corporation, all monies or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board; the Treasurer may endorse for collection on behalf of the Corporation checks, notes and other obligations; the Treasurer may sign receipts and vouchers for payments made to the Corporation; the Treasurer may sign checks of the Corporation, singly or jointly with another person as the Board may authorize, and pay out and dispose of the proceeds under the direction of the Board; the Treasurer shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation and; the Treasurer shall perform all the duties incident as from time to time may be assigned to him by the Board.
4.6 Assistant Treasurer and Assistant Secretary. Each Assistant Treasurer and each Assistant Secretary shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Treasurer and Secretary respectively, and shall perform such other duties as the Board shall prescribe.
4.7 Other Officers and Agents. The Board may appoint such other officers and agents as it deems advisable, who shall hold their office for such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the Board.
4.8 Delegation. In the absence, disability or refusal of any officer to exercise and perform his duties, the Board may delegate all or any of the powers and duties of any officer to any other officer. Except as the Board shall otherwise provide with respect to a given transaction or act, the Chairman, President or any Vice President shall execute any and all contracts on behalf of the Corporation, and shall cause the seal of the Corporation, if any, to be affixed to any instrument requiring it and, when so affixed, the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
4.9 Coaches. Coaches for each team or program sponsored by the Corporation shall be appointed and shall serve at the sole discretion of the Board or a committee appointed by the Board. Compensation, if any, for such coaches shall be set in the sole discretion of the Board or a committee appointed thereby. Subject to the terms of any written contract, the Board, or a committee appointed thereby, may remove a coach from a team or program with or without cause in their sole discretion.
4.10 Participation in Sponsored Activities. The Board shall have the right to suspend any child or parent from participation in any activities sponsored by the Corporation for any breach of the “Code of Conduct” for players and parents as set forth from time to time by the Board or any conduct on or off the field which is determined by the Board in its sole discretion to be detrimental to the Corporation.
BOOKS AND RECORDS
5.0 The Corporation shall maintain complete books and records of account and shall keep minutes of the proceedings of its incorporators, Board of Directors, and any committee or committees, if any.
Following review and approval by the Board of Directors, the annual financial statements prescribed by Section 33-1241 of the Connecticut Revised Nonstock Corporation Act shall be deposited at the principal office of the Corporation in the State of Connecticut and kept for at least ten (10) years from the date thereof.
6.0 The corporate seal shall be in such form as the Board of Directors shall prescribe.
FISCAL YEAR; TAXES
7.0 The fiscal year of the Corporation shall end on December 31st of each year, or such other twelve consecutive months as determined from time to time by vote of the Board of Directors. The President and Treasurer shall be responsible for the proper and timely filing of all Federal, State and local tax returns and payments and for securing any available exemptions therefrom.
7.1 The Corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501 (c) (3) of the Internal Revenue Code.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the Corporation shall be the carrying on of the propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a Corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
CONTROL OVER BYLAWS
8.0 On and after the date upon which there has been adopted the initial corporate Bylaws, the power to adopt, amend, or repeal the Bylaws of the Corporation shall be exercised by the Board of Directors. Adoption, repeal or amendment of the Bylaws shall require the affirmative vote of the directors holding a majority of the directorships. The notice of any meeting at which the Bylaws are to be adopted, amended or repealed shall include notice of such proposed action.
9.0 Liability. Directors and officer of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to act, unless: (i) such director or officer has breached his/her fiduciary duty as set forth below, and (ii) the breach or failure to perform constitutes self dealing, willful misconduct or gross negligence.
LIABILITY AND INDEMNIFICATION
Directors and officers of the Corporation shall stand in a fiduciary relationship to the Corporation and shall perform his or her duties as a director or officer, including his or her duties as a part of any committee of the Board upon which he or she may serve in good faith, in a manner he or she reasonable believes to be in the best interest of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person or ordinary prudence would use under similar circumstances. In performing his or her duties, directors and officers shall be entitled to rely in good faith on information, opinion, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following.
(a) One or more officers or employees of the Corporation whom the executive board representative or officer reasonably believes to be reliable and competent in the matters presented;
(b) Counsel, public accountants or other persons as to matters which the executive board representative or officer reasonably believes to be within the professional expert competence of such person;
(c) A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee to executive board representative or officer reasonably believes to metro confidence.
Directors and officers shall not be considered to be acting in good faith if they have knowledge concerning any matter which would cause his or her reliance to be unwarranted.
Absent breach of fiduciary duty, lack of good or self dealing, actions taken as a director or officer or any failure to take any action shall be presumed to be in best interest of Corporation.
9.1 INDEMNIFICATION - The Corporation shall, to the fullest extent permitted by Sections 33-1000 to 33-1290, inclusive, of the Connecticut Revised Nonstock Corporation Act, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.updated as of 12.26.2012
updated as of 05.07.2013 LK