ARTICLE 1 – NAME OF OFFICE
Section 1: The name of this nonprofit corporation is the Columbus Hockey Association, Inc. (hereinafter called “CHA").
Section 2: The principal office for the transaction of the business of CHA shall be located at such place as may be fixed from time to time by the Board of Directors.
ARTICLE 2 – PURPOSE OF THE ASSOCIATION
Section 1: The purpose of CHA, in addition to any purposes set forth in the Articles of Incorporation of the organization, is as follows:
ARTICLE 3 – NONPROFIT STATEMENT
Section 1: CHA is and shall remain nonprofit, nonsectarian and nonpartisan.
Section 2: CHA does not permit pecuniary gain or profit to any member thereof and is organized solely for nonprofit purposes.
Section 3: No substantial part of the activities of CHA shall consist of attempting to propose, support, oppose, advocate the adoption or rejection of, or otherwise influence legislation by propaganda or otherwise, and CHA shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision herein, CHA shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from Federal taxation under Section 501(c)(3) of the Code and the Regulations or the corresponding provisions of any subsequent Federal tax laws or by an organization contributions to which are deductible under Section 170(c)(2) of the Code and the Regulations or the corresponding provisions of any subsequent Federal tax laws.
Section 4: No part of any net earnings of CHA shall inure to the benefit of any Registered Team Member or any individual, except that CHA shall be authorized and empowered to pay reasonable compensation for services rendered by a director, officer, employee, or agent and to pay principal and interest at a reasonable rate not exceeding current market rates on funds loaned or advanced by a director or officer of CHA.
ARTICLE 4 – MEMBERSHIP
Section 1: CHA is open to anyone desiring to promote ice hockey for youth recreation. For purposes of voting, each family shall be considered one member and, regardless of the number in the family, each family shall have one vote. Only one member per family will be on the Board of Directors at any given time.
Section 2: Member Compliance: All registered members with CHA shall, by their registration, be deemed to have indicated their willingness to comply with the Bylaws and the policies, guidelines, rules and regulations of CHA and USA Hockey, and shall be subject to the policies, guidelines, rules and regulations thereof. Registered members shall include players, coaches and other participating volunteers recognized by the Board. The Secretary shall maintain a list of all registered members.
Section 3: Right of Membership Refusal: The Board of Directors shall have the right and discretion to refuse membership in CHA.
ARTICLE 5 – MEETING OF THE MEMBERSHIP
Section 1: The annual membership meeting of CHA shall be held by May 1st.
Section 2: The purpose of the annual membership meeting is to conduct the business of the league, including voting for directors and transacting such other business as may be necessary.
Section 3: The annual membership meeting shall be announced thirty (30) days in advance of the meeting via email to the membership and by posting such notice on the CHA website.
Section 4: Special Meeting. Special meetings of the membership may be called by the Board of Directors or by the President at their discretion to consider a specific subject. Special meetings shall be announced ten (10) days in advance of the meeting via email to the membership and by posting such notice on the CHA website. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the members.
Section 5: Member Proxies. Each member in good standing and entitled to vote or his or her agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing a proxy either personally or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which it can be determined that the member, the member's agent, or the member's attorney-in-fact authorized the electronic transmission. An appointment of a proxy is effective when a signed proxy form or electronic transmission of the proxy is received by the Secretary or other officer authorized to tabulate votes. A proxy may limit or direct how the vote of the member the proxy represents shall be cast or on what matters a vote is to be cast. A proxy will identify the member, the member's agent or the member's attorney who is authorized to hold and exercise that proxy on behalf of the absent member, any instructions concerning its use, the meeting(s) at which it is to be used or that it may be used at any period during a stated period of time, and the expiration date of the proxy, to be a date no more than eleven (11) months after the date the proxy is executed. Any proxy may be revoked in writing or in person by the designating member at any time, and only the proxy executed latest in date will be accepted by CHA. If the name signed on a proxy corresponds to the name of a member, CHA if acting in faith is entitled to accept the proxy appointment and give it effect as the act of the member. CHA is entitled to reject a proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member or about the faithfulness or completeness of the reproduction when the original has not been examined.
ARTICLE 6 – BOARD OF DIRECTORS
Section 1: The Board of Directors: The Board of Directors, which is herein referred to as the Board of Directors or the Board, shall consist of not less than five (5) and no more than thirteen (13) members, with the exact number to be annually set by resolution of the existing Board. The term of office of each director shall be two (2) years. The directors shall be divided into two classes, as nearly equal in number as possible, with respect to the times for which they shall severally hold office. Directors of the first class first chosen shall hold office until the first annual meeting of the members following their election; and directors of the second class first chosen shall hold office until the second annual meeting of members following their election. At each annual meeting of the members following the initial election of directors, the successors to the class of directors whose terms shall expire at that time shall be elected to hold office until the second succeeding annual meeting after their election, so that the term of office of one class of directors shall expire in each year. If there is a vacancy or if additional board members are added for the following year, then Board members may be elected to fill the vacancy or to allow the classes to remain nearly equal.
Section 2: Duties of the Board of Directors: Without restricting or limiting the duties imposed by law, by the CHA Articles of Incorporation, or by the Constitution and governing documents of USA Hockey, the duties of the Board of Directors shall include, but are not limited to, the following:
Section 3: Election of Directors: Directors will be elected at the annual membership meeting or by proxy.
Section 4: Nominations: Nominations may be made by any members of CHA in good standing for any position five (5) days prior to the annual meeting or any election.
Section 5: Director Terms: Each director shall serve until his successor is duly elected and qualified to serve in his place, or until his death, whichever occurs first.
Section 6: Vacancies: In the case of any vacancies caused by death, dismissal, disability, resignation, or other inability to serve, the remaining directors may choose to fill the vacancy with the next alternate by vote of two-thirds of the directors. If an alternate does not receive two-thirds, the remaining directors can present the next alternate for vote or choose not to fill the vacancy. The alternate must be willing to accept the position if voted in by the remaining directors.
Section 7: Voting by Directors: Each director shall be entitled to one (1) vote. The President shall act as chairman of the Board of Directors but shall have no vote except in the event of a tie vote by the Directors, in which case he/she shall cast the tie-breaking vote.
Section 8: Powers: The Board of Directors shall have the entire management of the business of CHA and is vested with all the power assessed by CHA itself. The Board of Directors shall have the power to determine and resolve disputes, and the determination of the Board shall be final and conclusive.
Section 9: Removal: A director may be removed for cause at any time by a vote of three-fourths of the majority of the Board at any special meeting of the Board called for that purpose.
ARTICLE 7 – BOARD MEETINGS AND ACTIONS
Section 1: The Board of Directors shall hold their first meeting after the annual meeting within fifteen (15) days of the election of the new Board.
Section 2: The directors' regular meetings shall be held monthly, at a minimum, or at such times thereafter as shall be determined by the Board.
Section 3: Special meetings of the Board of Directors may be held at any time when called by the President.
Section 4: All meetings of the Board of Directors shall be open to the general membership. If a member of CHA desires to have a subject discussed or action taken on a subject at a directors' meeting, they must submit the subject for inclusion as an agenda item to the Board approximately one (1) week prior to the meeting date.
Section 5: A quorum shall consist of a majority number of directors.
Section 6: All members of the Board are required to attend at least nine (9) regular meetings. A member’s spouse may substitute and may vote in the director’s place. Upon the third regular meeting absence, the director will be notified and, upon the next absence, the name will be brought before the Board for action.
Section 7: Any action required by law or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is approved by directors holding at least a majority of the voting power. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by the members representing at least a majority of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
ARTICLE 8 - OFFICERS
Section 1: Election: Officers of CHA shall be elected at the first meeting of the Board of Directors after the annual membership meeting and shall consist of:
Section 2: The officers may be elected from the Board of Directors or from the general membership. The Board of Directors may, from time to time, elect any such other officers as it may desire.
Section 3: Officers Term: All officers must be members of CHA and shall serve from the time of his/her election until his/her successor has been elected and qualified to serve in his/her place.
Section 4: Any Officer who is unable or unwilling to complete his/her full term of service for which the officer was elected, shall be replaced by a majority vote of the Board of Directors.
Section 5: Duties of the officers:
PRESIDENT-The President shall be the principal standing officer of CHA and shall, in general, supervise and control all of the business and affairs of CHA. The President shall have, but is not limited to, the following powers and duties:
VICE PRESIDENT-The Vice President shall have the following powers and duties:
SECRETARY-The Secretary shall have, but is not limited to, the following duties:
TREASURER-The Treasurer shall have, but is not limited to, the following duties:
REGISTRAR-The Registrar shall have, but is not limited to, the following duties:
SCHEDULER-The Scheduler shall have, but is not limited to, the following duties:
Section 6: Compensation: See Article 3, Section 4.
Section 7: The President shall act as chairman of the Board of Directors but shall have no vote except in the event of a tie vote by the Directors, in which case he/she shall cast the tie-breaking vote. All other officers shall serve a term of one (1) year. Nothing contained herein shall prohibit an officer from being re-elected for consecutive terms. Of the offices established above, no two (2) or more offices may be held by the same person at the same time within CHA.
Section 8: The following order of succession shall apply in the event the President is unable or unwilling to perform his/her duties during a meeting:
ARTICLE 9 – CONTRACTS, CHECKS, DEPOSITS, FUNDS, FISCAL YEAR, FUNDRAISING, SPONSORSHIP, AND TEAM ACCOUNTS
Section 1: Contracts: All contracts, conveyances, and other instruments to be executed in the name of CHA shall be signed by the President, attested by the Secretary, and approved by the Board.
Section 2: Checks, Drafts, etc.: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of CHA shall be signed by the President, Vice President or Secretary of CHA. All expenditures of funds must be approved by the Board.
Section 3: Deposits: All funds of CHA shall be deposited from time to time to the credit of CHA in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4: Gifts: The Board of Directors may accept on behalf of CHA any contribution, gift, bequest or devise for the general purposes or for any special purpose of CHA.
Section 5: Reporting: Upon request, the CHA Treasurer shall provide the Board of Directors with an itemized listing of all checks issued and deposits made on a quarterly basis.
Section 6: Fiscal Year: The fiscal year of CHA shall begin on May 1 and end on April 30 of the following year.
Section 7: Fundraising: Fundraising is conducted by the CHA to help families pay for their hockey fees. Multiple fundraiser can be used, the annual fundraising campaign will be determined by the fundraising committee and presented to the Board of Directors for vote in the August board meeting. All additional fundraisers done by any team must be approved by the board of directors. 20% of all money collected from additional fundraisers conducted by leagues or teams will be donated to the CHA, 80% of all money collected will go to the team or league conducting the fundraiser.
Section 8: Sponsorship: Sponsorship is a fundraising program that is used by the High School Team, and Travel Hockey Teams. This program is a way to collect donations for teams to offset the high cost of playing High School, and Travel Hockey. Sponsorship is not to be used for house league hockey. The sponsor letter with sponsor packages should be updated annually and briefed to the board of directors for approval in the August meeting. Below are the rules that apply to using the sponsorship program.
Section 9: Team Accounts: When travel or High School teams have a team account, the following are the spending guidelines for those accounts:
ARTICLE 10 – USA HOCKEY PREEMINENCE
Section 1: CHA shall abide by and act in accord with the Articles of Incorporation, Bylaws and Regulations, Playing Rules and decisions of the Board of Directors of USA Hockey, and such documents and decisions shall take precedence over and supersede all similar governing documents and/or decisions of CHA.
Section 2: CHA shall assist USA Hockey in the administration and enforcement of the Bylaws, Rules and Regulations, Playing Rules and decisions of the Board of Directors of USA Hockey, within and upon its members and/or within its jurisdiction
Section 3: CHA agrees to be guided by the core values of USA Hockey as set forth in the Affiliate Agreement signed by the Southern Amateur Hockey Association (SAHA), an affiliate of USA Hockey, and USA Hockey.
Section 4: Nothing contained herein, however, shall be construed to delegate the duties or responsibilities of CHA's directors or officers to USA Hockey, its officers, directors, agents or employees, nor shall this provision be construed to prevent CHA from implementing rules, policies and procedures which may be more stringent than those of USA Hockey providing such rules, policies or procedures do not conflict with those of USA Hockey.
ARTICLE 11 - INDEMNIFICATION
Section 1: CHA shall indemnify and hold harmless USA Hockey, the Board of Directors of USA Hockey and each member thereof, the Standing Committee of USA Hockey and each member thereof, the councils and committees of USA Hockey and each member thereof, and all other elected, appointed, employed or volunteer representatives of USA Hockey from any and all claims, liability, judgments, costs, attorneys' fees, charges and expenses whatsoever, arising from the acts and omissions of CHA, except to the extent that USA Hockey or its afore-described representatives caused such claims, liability, judgments, costs, attorneys' fees, charges or expenses by their own intentional neglect or default, or that such acts or omissions were the direct result of compliance with the Articles of Incorporation, Bylaws, Rules and Regulations, Playing Rules or decisions of the Board of Directors of USA Hockey.
Section 2: CHA understands and acknowledges that USA Hockey and its afore-described representatives have assumed each assignment, function, office or capacity upon the express understanding, agreement, and condition that they may be so indemnified and held harmless to the extent described by these Bylaws.
Section 3: USA Hockey shall reasonably cooperate with CHA in any litigation and provide reasonable support in connection therewith, including but not limited to, advice and testimony upon reasonable request; provided however, that such cooperation shall not require USA Hockey to incur any out-of-pocket expense not reimbursed by CHA.
ARTICLE 12 – SAHA PREEMINENCE
Section 1: In the event of conflict with the Articles of Incorporation, Bylaws, or other
Operating procedures of CHA, the Bylaws of SAHA shall take precedence over and
shall govern the CHA.
Section 2: Representation at SAHA Meetings
ARTICLE 13 – PROGRAMS
Section 1: Programs will be developed by the Board to promote the goals of USA
Hockey, SAHA and the CHA.
ARTICLE 14 - FEES
Section 1: The Board of Directors shall establish fees to be paid by each registered member. Such fees shall be based upon an approved annual budget, which will be established by directors and presented and accepted at a Board of Directors meeting scheduled by the directors.
Section 2: Failure to pay fees as prescribed shall cause the loss of good standing of the registered member and may result in suspension or expulsion from CHA and USA Hockey.
ARTICLE 15 - COMMITTEES
Section 1: The President shall appoint committee members from the members of the association or from the Board of Directors. The appointments should be made by August 15th of each year. The following committees will consist of a minimum of three (3) members and no more than five (5).
Section 2: The President, with the approval of the Board, shall appoint such other committees as may be necessary for the efficient operation of CHA.
ARTICLE 16 – EXONERATION FROM PERSONAL LIABILITY
Section 1: CHA hereby consents and declares that each officer, members of the Standing Committees, chairman and members of all other committees, and all elected or appointed officers, agents, administrators, and officials in any capacity, shall be deemed to have assumed office or assignment on the express understanding, agreement and condition that each one of them and his/her heirs, executors, representatives and administrators, respectively, shall from time-to-time and at all times be indemnified and saved harmless out of the funds of CHA from and against all liabilities, judgments, costs, charges and expenses whatsoever which such member sustains or incurs in or about any action, or suit or proceeding which is brought, commenced or prosecuted against him or her for and in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his/her office and also from and against all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect, intentional wrongful act or fraudulent act.
Section 2: CHA shall maintain Directors and Officers insurance in effect at all times
ARTICLE – 17 AMENDMENTS
Section 1: Bylaw Amendments: Unless the action would materially or adversely affect the rights of registered members to voting, Bylaws may be adopted, amended, or repealed by the Board of Directors by a vote of two thirds (2/3) of the directors.
Section 2: Bylaw amendments affecting registered member voting rights: Amendments or alterations to these Bylaws affecting the voting rights of registered members shall be made at the annual meeting of CHA registered members or by ballot via U.S. Mail. Notice of meeting or US Mail vote must be given 30 days in advance of said meeting or vote.
Section 3: Approval of the registered members: A majority of votes cast of the registered members entitled to vote and present at a meeting duly called and held or by ballot sent via U.S. Mail is required for the adoption of any amendment or alteration to these Bylaws that affect the voting rights of a registered member.
Section 4: Distribution of Bylaws and Rules: Prior to December 31st of each playing season, CHA shall make available a copy of its current Bylaws and Policies and Guidelines to each registered member registered with CHA.
TRACY PATTILLO RICK ST. CLAIR
President Vice President
CHRIS MILLER JOSH NOULETT
AMY TATE CLYDE GLENN