THE LITTLETON BROMFIELD
MIDDLE SCHOOL HOCKEY ASSOCIATION
ARTICLE I. NAME
The name of this organization shall be the “Littleton Bromfield Middle School Hockey.” Herein “LBMSHA.”
LBMSHA will be a sub-committee under the town of Littleton, Massachusetts Park and Recreation Commission & Continuing Education, and Corporation. Herein “PRCE”
The principal office of this organization shall be located at the offices of the Littleton Park and Recreation & Community Education, Shattuck Street Building, PO Box 934, 33 Shattuck Street, Littleton, MA 01460
ARTICLE II. BASIC PURPOSES AND POLICIES
(a) To promote the development and growth of the sport of hockey in support of the MIAA recognized Co-Op agreement between Littleton High School in Littleton, MA and the Bromfield Junior Senior High School in Harvard, MA.
(b) To provide the opportunity for boys and girls in grades 6 thru 8 in the towns of Littleton and Harvard MA to play on an organized team which does not exist in the current Mass Hockey alignment.
(c) LBMSHA Directors, Coaches, Administrators, and Players shall be required to be members in good standing of the governing body of sport, USA Hockey.
(d) LBMSHA shall play in a sanctioned league that will provide a schedule, and USA Hockey Certified Officiating.
The season shall mirror the traditional High School Season from Nov – Mar.
ARTICLE III. MEMBERSHIP AND DUES
Any adult resident of the towns of Littleton and Harvard are eligible for membership for purposes of enrolling their children in grades 6 thru 8 as a parent or guardian in or assisting with the activities of the Association.
An annual registration application for membership must be submitted to and be approved by the Board of Directors before the children of any applicant can participate in any of the activities of the organization. Approval of the Board of Directors is presumed after 21 days unless notice to the contrary is received.
The LBMSH Board of Directors will determine annual membership dues.
Membership shall continue as long as all the requirements of the organization are met. The Board of Directors may by majority vote suspend or expel any member of the organization from participation in LBMSHA for violations of USA Hockey, their affiliates, or LBMSHA Code of Conduct, it's bylaws, or for conduct deemed injurious to the welfare of LBMSHA, it’s property or its members.
Membership may be withdrawn by a written notice from the Board of Directors and will be communicated in email and/or letter to the last known addresses as it appears in the records of the Corporation.
Voting rights shall be vested in any member in good standing, and has met their financial obligations to LBMSHA for the purpose of electing the Board of Directors at the Annual Meeting.
Program Members will not have voting rights in the matters of policies, rules, and governance of LBMSHA unless they are an active member of the voting body of the Board of Directors.
ARTICLE IV. LENGTH OF SEASON AND MEETINGS
The regular season of the Association shall commence in mid-November and end in mid-February. Clinics may be conducted under the direction of the Association outside of the regular season if so voted by the majority of the LBMSHA Board of Directors.
Meetings of the Board of Directors, open to all program members, shall be in the months leading up to the season and during. The time and place of the meetings shall be made known to the membership by email at their last known address as it appears in the records of the Corporation, and posted on the LBMSHA website. If unforeseen circumstances prevent a quorum from being present the President can postpone a meeting or combine them if needed. Visitors will be recognized at the beginning of the meeting after the minutes from the previous meeting are approved to discuss their matter.
The annual meeting of the Association shall be held in February of each year. Notice shall be posted on the Programs Web Sites, and emailed to each member at their last known address, as it appears in the records of the Corporation, at least seven days prior thereto.
Special meetings may be called by the LBMSHA Directors, with at least 5 days notice on the programs web site and sent via email to last known address of the members as it appears in the Corporations stating the purposes thereof.
The Program President or his/her designate plus at least two other Board members shall constitute a quorum for conducting the business of the Corporation at the annual meeting or special membership meetings. A quorum for the purposes of the Board of Directors meetings shall consist of at least three of the five voting members of the Board.
A non-voting member of the board of directors will be designated as the tie-breaking vote in the event of tie in a voting matter or major decision. In the event that a non-voting member of the board is not available the Association’s President’s vote will become the tie breaker, or the matter can be recommended for further investigation, conversation, and recommendations at his or hers discretion to reviewed at a future board meeting.
Robert’s Rules of Order shall govern the proceedings of all meetings of the Association and its constituent parts except as provided in these Bylaws. The order of business and format of the meeting shall be at the discretion of the Program President whom will publish an agenda prior to each meeting.
ARTICLE V. GOVERNMENT AND ELECTIONS
The governing body of LBMSHA shall be vested in the Board of Directors, except as provided in these Bylaws.
The Board of Directors shall include among its voting members adult parents or guardians whose children are actively playing in the program and whom are in good financial standing with the program. Voting rights are granted at the annual elections of the Board of Directors, and do not pertain to policy, and governance of LBMSHA.
The Board of Directors shall have control and management of the property, business and affairs of the Association. All receipts of the organization must be deposited in a bank account and all funds shall be withdrawn from all bank accounts by either the signatures or approval of the Director of Finance or President of LBMSHA, and the Park & Recreation Commission of the Town of Littleton Massachusetts.
The Board of Directors shall have authority to conduct all ordinary and necessary business between regular and special meetings, except for purchases of equipment or capital goods not specifically budgeted for. Purchases of equipment or capital goods not specifically budgeted for require approval from the Program President, or Vice Presidents, and the Director of Finance.
Expenditures in excess of $200.00 but less than $5,000 shall be approved by a majority of the Board of Directors. Purchases not specifically budgeted for in excess of $5,000.00 shall be approved by a majority of the LBMSHA members at Special Meeting. Expenditures shall follow the town of Littleton Mass, PRCE, guidelines and policies.
The Board of Directors shall be composed of five members and shall also be the Executive Officers of the Association. Each elected term shall be for one year. The term of service shall be from April 1st in the year elected through March 31st of the following year. There is no limit on the number of terms a Board member may serve. The following Directors constitute the voting members of the LBMSH Board as elected by the programs membership at the annual meeting:
Director of Leagues
Director of Marketing and Communications
Director of Finance
Director of Registration
The LBMSH Board of Directors shall have representation from both Littleton and Harvard MA
Voting members of the Board can also retain non-voting and voting positions if vacant designated as “Acting Director of”. In the event two voting positions are held by the same director, said director will only have one counting vote in voting matters and/or major decisions. A quorum for Board voting matters is considered reached when three of the five voting members are present
The following is a guide to the functions and responsibilities of the Board of Directors.
Shall have overall responsibility for the running of the program and business activities of the Association.
Shall have authority to set all operating policies not specifically included in the bylaws.
Shall preside as Chairman over all meetings or designate an alternate.
Shall appoint non-voting members of the board. May appoint an Associate Program Directors if volunteers are available and advantageous to the Program
Shall have authority to appoint standing and ad hoc committees for special projects, or investigations on behalf of the Association
The Director of Finance:
Shall be responsible for all bookkeeping, financial reports, and payment of bills and depositing of all monies in accredited banking institutions.
Shall be responsible for preparing an annual budget for all expenditures of the Association for the coming season to be presented to the Board of Directors for approval and to the membership for their information and comments.
Shall be responsible for establishing participation fees for the Association, subject to the Board’s approval.
May appoint Associate Directors, such as an Auditor or Comptroller, if volunteers are available and the Finance Director desires such associates.
The Director of Registration:
Shall be responsible for registration of all participants in the LBMSH. This includes the notification of receipt of registration forms and/or notification of the time and place of registration and the supervision of the registration process.
Shall be responsible for membership registration in USA Hockey, and any Leagues the program is engaged in for individuals and teams as required.
Shall be responsible for providing an analysis and breakdown of the participants according to their age levels and will make projections of the number of players expected at each age level for the present and coming season.
Shall be responsible for maintaining the waiting list in the event the quota established by the Board is filled.
May appoint an Associate Director of Registration if volunteers are available and the Director desires such associates.
The Director of Marketing & Communications:
Shall be responsible for promoting the image and identity of the organization to the audiences inside and outside the organization through publicity, community relations and communications.
Shall be responsible for creating programs web site content, and maintaining web site
Coordinate all activities related to promoting the program
Coordination of all merchandise programs including team uniforms and warm ups.
Posting notices, documents, newsletters, and other communications from the Board onto the web site
Posting team password protected team rosters onto the web site
Posting game schedules
Maintaining e-mail aliases/mailing lists for the board, coaches, and team managers
Performing general maintenance on the web site to remove out of date content and keep the links up-to-date.
The Director of Leagues:
Shall be responsible for all aspects of the Associations business activities with the leagues the Association participates in.
Shall be responsible for attending any league meetings to represent the Association
Shall be responsible for communicating all League matters to the LBMSHA Board of Directors, and Membership as appropriate
Coordinate all communications with the Director of Marketing and Communications for effective communication to the membership
Ensure the Association is in good standing with the Leagues it participates in.
The program shall provide the right to vote to parent(s)/guardians(s) of minor players, coaches and any other volunteers in the program in the process for nomination and election of Directors in good standing.
The Board of Directors, the membership, shall draw up nominations of directors or a nominating committee of their choice in the February monthly meeting in an Association open meeting. Nominations will be accepted from the floor with the consent of the nominee whom should be present at the meeting. In the event a nominee cannot be present a letter to the current Board of Directors confirming their interest and consent.
The membership will be notified via their last known email address of the February nomination meeting, the nominees that will be voted on in the annual March meeting of the Association.
In the event of a contested office, the Program President will appoint tellers and voting will be completed by secret ballot
Vacancies that arise during between annual meetings shall be filled by appointment of the Board of Directors in a majority vote.
Disposition of all disputes brought before the Board will be by majority vote of the Board within thirty days of being informed of the problem or by amendments to these Bylaws according to the manner specified in Article XI. This section is relevant only to disputes not covered by these bylaws or operating policies that have been established and published by the Associations President.
LBMSHA Program Directors, Associate Directors, Coordinators, Coaches, Team Managers, and Volunteers shall not be entitled to receive any compensation for their services or for conducting business affairs of the Corporation.
ARTICLE VI. MEMBERSHIP DUES
A registration fee shall be assessed for each participant in the activities of the Association, payable at the time of registration. This fee is to be nonrefundable, unless approved by the Director of Finance, or President.
Membership Dues shall be computed according to a formula established by Director of Finance and approved by the Board of Directors prior to the beginning of the season. The Board of Directors will establish the schedule for payment for the next season at the end of each season. A copy of this schedule and relevant billing policy information will be posted on the LBMSHA Web Site and emailed to each member in the registration process at their last known email address.
Refunds of Membership Dues will be made in accordance with the current Association refund policy. A copy of this policy will be made available on the LBMSHA Web Site and emailed to each member in the registration process.
Any person one-month delinquent in payment of fees shall be immediately suspended. The Director of Finance or his designee will inform the member of the suspension. If an individual is suspended for nonpayment of fees, reinstatement will occur when the delinquency is cleared, including any fines due under the current billing policy. A person who is delinquent shall be required to pay the entire fees for the current and if applicable past season before reinstatement.
ARTICLE VII. AUTHORITY TO BIND
Before a contract for purchase or sale of real estate by or for the Association shall be entered into, the Board of Directors shall ascertain all the relevant material facts and submit them to the Association membership at a regular or special meeting to be called for that purpose. It shall require a vote of two thirds of the voting members present and voting to authorize any purchase or sale of real estate.
ARTICLE VIII. REMOVAL FROM OFFICE
Any officer or director may be removed from office as a result of failure to fulfill the duties of said office or for conduct detrimental to the best interests of the Association. Said removal must follow the procedure set forth below:
A petition stating the charge shall be filed with the LBMSH and signed by a member of the Board of Directors and by a majority of the voting members.
The President shall notify each member at least twenty days before the question is to be placed on a meeting agenda.
Said officer or director shall be permitted notice of the charge five days before the question is to be placed on a meeting agenda.
The petitioners shall present their case first, said officer or director shall be heard second, and the vote shall be taken third. Two- third of those voting shall be necessary to remove said officer or director from office.
Should said officer be the President the Director of Finance shall preside as chairman during the removal proceedings. No removal proceedings shall be based more than once on the same evidence.
ARTICLE IX. PERSONAL LIABILITY
The Directors and officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, Corporations or other entities extending credit to, contracting with, or having any claim against the Corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
ARTICLE X. INDEMNIFICATION
The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, is not affected thereby, indemnify each of its Directors, officers, volunteers and other agents (including persons who serve at its request as Directors, officers of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Director, officer, volunteer or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by such Director, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the Directors then in office; or (b) by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation; or (c) by a majority of the disinterested members entitled to vote, voting as a single class. Expenses including counsel fees, reasonably incurred by any such Director, officer, Director, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if he shall be adjudicated to be not entitled to indemnification under applicable state law. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any Director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms "Director", "officer", "volunteer", and "agent" include their respective heirs, executors and administrators, and an "interested" Director is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending.
ARTICLE XI. APPROVAL OF BYLAWS AND AMENDMENTS
The Bylaws may be amended by a two-thirds vote of the members present at any general or special meeting, provided notice of the proposed action has been made available on the Programs Web Site, and emailed to each member as it appears in the records of the LYLA, at least 10 days prior thereto.