BYLAWS OF THE
MINNETONKA LACROSSE ASSOCIATION
This instrument constitutes the Bylaws of Minnetonka Lacrosse Association adopted for the purpose of regulating and managing the internal affairs of the Corporation.
ARTICLE 1.
CORPORATE SEAL
Section 1. The corporation shall not have a seal.
ARTICLE 2.
NAME
Section 2. The name of this association shall be the Minnetonka Lacrosse Association. The Association shall maintain its principal office for the transaction of business at such place or places as the Board of Directors may designate. The address of the registered office of the corporation is 8500 Normandale Lake Boulevard, Suite 2110, Minneapolis, MN 55437.
ARTICLE 3.
PURPOSE
Section 3. The primary purpose of this Corporation is exclusively charitable, scientific, literary or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or such other provisions of Minnesota or Federal Law as may from time-to-time be applicable. This Corporation shall not be operated for profit but shall be operated exclusively for charitable and/or educational purposes. The specific purposes of this Corporation are to promote the development and growth of the sport of Lacrosse through the formation of Lacrosse programs in Minnetonka, Minnesota; to promote and develop through boys and girls participating in the sport of Lacrosse, the knowledge of the rules and skills of Lacrosse, and the qualities of sportsmanship, teamwork and respect for coaches, officials and players; and, in general, to perform such acts and services for the sport of Lacrosse and the Association as may be more satisfactorily performed by group action, rather than individual action. Only legal acts will be performed by the Association.
ARTICLE 4.
MEMBERSHIP
Section 4.1 The membership of the Corporation shall consist of one class of Members, which shall include the following: (a) any member of a lacrosse team affiliated with the Corporation, provided that the player has paid his or her membership fee, if any; (b) any individual designated by the Corporation as a Team Coach or Assistant Coach; and (c) any individual who serves as a member of the Corporation’s Board of Directors or any committee or advisory board so designated by the Corporation.
Section 4.2 Members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the Board of Directors. The voting rights of any member who is less than 18 years of age at the time of a vote may be exercised only by that member’s parent or legal guardian. The term of membership shall be no more than one year, commencing upon qualification as set forth above and terminating at the conclusion of the Corporation’s annual membership meeting.
Section 4.3 Membership shall terminate at the end of the stated term of membership. A Member shall not be expelled or suspended, and membership may not be terminated or suspended before the end of the stated term, other than for non-payment of dues or fees (if any), except where the Member is given: (a) not less than fifteen (15) days prior written notice of the expulsion, suspension or termination, and the reason therefore; and (b) an opportunity for the Member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person authorized by the Board of Directors to rule upon the proposed expulsion, termination or suspension.
Section 4.4 Meetings of the Members shall be held annually on the second Monday of September of each year, or at such day and time as determined by the Board of Directors. Notice need not be given of the annual membership meeting referenced herein, unless the annual time and date is changed, in which case Members shall be given five (5) days prior written notice of the meeting, with the notice containing date, time and place of the meeting. In the event at least twenty (20) Members with voting rights demand a special meeting by written notice provided to an officer of the Corporation, within thirty (30) days after receipt of the demand, the Board of Directors shall cause a regular meeting of the Members to be called and held following written notice no later than ninety (90) days after receipt of the demand from the Members. The Secretary of the Corporation shall provide notice to the Members that nominations will be received for Directors to serve for the year following the annual meeting, with each Member permitted to submit names of Members to be nominated to serve on the Corporation’s Board of Directors.
Section 4.5 Unless otherwise provided by law, or these Bylaws, a quorum for a meeting of the Members is the lesser of (a) ten members or (b) five percent (5%) of the Members entitled to vote at the meeting.
Section 4.6 Except where a larger portion or numbers required by law or these Bylaws, the Members may take action by the affirmative vote of a majority of the Members present at a duly held meeting.
Section 4.7 All Members shall be entitled to one vote on any matter properly presented to the Members, provided however, that where more than one Member resides together in a single household, only one vote shall be allowed for that household. Voting by proxy shall not be permitted, except in the case of a parent or guardian exercising the vote of a minor child or of a household as provided above.
Section 4.8 An action required or permitted to be taken at a meeting of the Members may be taken without a meeting by written action signed by the number of Members required to take the same action at a meeting of the Members at which all Members were present. The written action is effective when it has been signed by all of those Members, unless a different effective time is provided in the written action.
ARTICLE 5.
DIRECTORS AND OFFICERS
Section 5.1 The business and charitable affairs of the Corporation shall be managed by or under the direction of a Board of Directors elected by the Members at the annual meeting of the Corporation’s Members.
Section 5.2 The Board of Directors shall consist of up to eleven (11) directors.
Section 5.3 Directors shall serve for a term of one (1) year.
Section 5.4 Subject to the provisions of Minnesota Statutes Chapter 317A, the Corporation’s Articles of Incorporation, and these Bylaws, the activities and affairs of the Corporation shall be conducted and all corporate powers exercised by or under the direction of the Board of Directors. It shall be the duty of the Directors to: (a) perform all duties imposed by Minnesota Statutes Chapter 317A, the Articles of Incorporation, or these Bylaws; (b) appoint and remove, employ, supervise, discharge, prescribe the duties and fix the compensation, if any, of all officers, agents, contractors and employees of the Corporation; and (c) meet at such times and places as required by the Corporation’s Articles and Bylaws.
Section 5.5 At all meetings of the Board of Directors, a majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of the Corporation’s business. Except where otherwise required by law, the Corporation’s Articles of Incorporation or Bylaws, the affirmative vote of a majority of the Directors present at the duly held meeting shall be sufficient for any action.
Section 5.6 Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by the number of Directors required to take the same action at a meeting of the Board of Directors at which all Directors were present. The written action is effective when signed by the required number of Directors, unless a different effective date is provided in the written action. When written action is taken by less than all of the Directors, all Directors shall be notified immediately of the written actions text and effective date, except that failure to provide such notice does not invalidate the written action.
Section 5.7 The Board of Directors shall have meetings at least four times each year, with the annual meeting of the Board of Directors held at such time and place as designate by resolution of the Board of Directors.
Section 5.8 Special meetings of the Board of Directors may be called at any time upon request of the President or any two Directors, provided that any such request shall specify the purpose or purposes for the meeting. The President shall set a date for the special meeting within three (3) working days of making or receiving such a request and shall give not less than five (5) days or more than thirty (30) days written notice of the time, place and purpose of the special meeting.
Section 5.9 A Director may resign at any time by giving written notice of the Director’s resignation to the Corporation. The resignation is effective when received by the Corporation, unless a later date has been specified in the notice.
Section 5.10 A Director may be removed from office, with or without cause, by the affirmative vote of a majority of the Directors present at a duly held meeting; provided, however, that not less than five (5) days and not more than thirty (30) days notice of such meeting stating that the removal of the Director is to be on the agenda for the meeting shall be given to each Director.
Section 5.11 In the event of death, removal or resignation of a director, a successor to fill the unexpired term shall be elected by the affirmative vote of a majority of the Directors present at a duly held meeting.
Section 5.12 The Board of Directors may establish one or more committees having the authority of the Board in the management of the business of the Corporation to the extent determined by the Board of Directors.
Section 5.13 Whenever notice is required under these Bylaws, notice shall be construed to require notice delivered via hand delivery, facsimile or by U.S. Mail, postage prepaid to the Director or committee member at their last known residential address or facsimile number.
Section 5.14 Directors shall not be compensated for their duties as Directors, except that a Director may receive compensation for their services as an employee of the Corporation, and Directors may be reimbursed for expenses incurred on behalf of the Corporation.
ARTICLE 6
OFFICERS
Section 6.1 The officers of the Corporation shall be a president, as many vice presidents as the Board of Directors deems necessary, a secretary and a treasurer, and such other officers as the Board of Directors may, from time-to-time, appoint.
Section 6.2 The duties of the officers of the Corporation shall be as follows:
(a) President. The President shall be the Chief Executive Officer of the Corporation and shall be responsible for the day-to-day operations of the Corporation, and perform such other duties as may be determined from time-to-time by the Board of Directors. The President shall preside at all meetings of the Board of Directors, and share all meetings of the Board of Directors. The President may not also serve concurrently as the Boys’ High School Coordinator, the Girls’ High School Coordinator or the Youth Coordinator.
(b) Vice President. The Vice President of the Corporation shall preside at the meetings of the Board of Directors of the Corporation in the absence of the President, and may exercise such other duties and powers as may be designated by the Board of Directors. The Board of Directors may appoint the various coordinators for the Corporation as vice presidents of the Corporation, including coordinators for boys’ Lacrosse, girls Lacrosse and the youth Lacrosse coordinator.
(c) Secretary. The Secretary shall attend all meetings of the Board of Directors and any committee thereof, and keep the minutes of the meetings, give notices, prepare any necessary certified copies of corporate records, and perform such other duties as may be determined from time-to-time by the Board of Directors. The books and records maintained by the Secretary shall be open for inspection by any Member of the Corporation.
(d) Treasurer. The Treasurer shall have charge of the corporate treasury, receiving and keeping monies of the Corporation and dispersing corporate funds as authorized. The Treasurer shall be the Chief Financial Officer and Chief Accounting Officer of the Corporation and generally in charge of its financial affairs, funds, securities and shall keep full and accurate record thereof. The Treasurer shall perform such other duties as may be determined from time-to-time by the Board of Directors. The Treasurer may not also serve concurrently as the Boys’ High School Coordinator, the Girls’ High School Coordinator or the Youth Coordinator.
6.3 Compensation of the Corporation’s officers, if any, shall be fixed by the Board of Directors. However, no salary shall be fixed if service is deemed voluntary.
6.4 An officer may resign at any time by giving written notice to the Corporation. The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective date is named in the notice.
6.5 Any officer may be removed, with or without cause, by the affirmative vote of the majority of the Directors present at a duly held meeting of the Board of Directors for which notice stating such purpose was given.
6.6 A vacancy in an office because of death, resignation or removal may be filled by the Board of Directors.
ARTICLE 7.
STANDARD OF CARE
Section 7.1 It is the responsibility of each officer and Director of the corporation to discharge their duties in good faith and in a manner reasonably believed to be in the best interest of the Corporation. A contract or transaction between the Corporation and one or more of its Directors, or between the Corporation and an organization in which a Director or officer possesses a material financial interest, it is not void or voidable if approved at a properly noticed meeting if (a) the contract or transaction is established as fair and reasonable to the Corporation at the time of approval; or (b) the material facts as to the contract or transaction and the Director or officers’ interest are fully disclosed and known to the Board, and the Board authorizes and ratifies the contract or transaction in a good faith majority without participation or vote by the interested Director or officer. For purposes of this Section, a Director does not have material financial interest in a resolution fixing the compensation of the Director or another Director as a Director, officer, employee or agent of the Corporation; and, a director has a material financial interest in each organization in which the Director or a relative thereof have a financial interest.
ARTICLE 8.
FINANCE
Section 8.1 Any dues, contributions, grants, bequests, gifts, funds raised through events or fundraising to the Corporation shall be accepted and/or collected only as authorized by the Board of Directors. All such funds shall be deposited to the credit of the Corporation under conditions and in those financial institutions designated by the Board of Directors.
8.2 All contracts, checks or other orders for payment, receipt or deposit of funds, and access to the Corporation’s security shall be as provided by the Board of Directors. Title to all property shall be held in the name of the Corporation.
8.3 The annual budget of estimated income, expense and capital expense shall be approved by the Board of Directors. A summary report of the financial operation of the Corporation shall be made by the Treasurer at least annually to the Board of Directors.
ARTICLE 9.
INDEMNIFICATION
Section 9.1 To the full extent permitted by the Minnesota Non-Profit Corporation Act, as amended from time-to-time, or other provision of law, each person who was or is a party is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by whomever brought, whether civil, criminal, administrative or investigative by reason of the fact that the party is or was a member, director or officer of the Corporation, or was serving at the request of the Board of Directors of the Corporation, shall be indemnified and defended (including attorney fees and costs) by the Corporation to the fullest extent permissible under the laws of the State of Minnesota. This indemnification shall inure to the benefit of the members, directors and officers, heirs, executors and administrators. The Corporation may purchase and maintain insurance on behalf of any member, officer or director against any liability inserted and incurred with respect to such positions.
ARTICLE 10.
IRC 501(C)(3) EXEMPTION
Section 10.1 All purposes of the Corporation shall be confined and exercised so that the Corporation’s operation shall be exclusively within the contemplation of Section 501(c)(3) of the Internal Revenue Code, as amended. No substantial part of the activities of the Corporation shall include lobbying or other attempts to influence legislation, and the Corporation shall not participate in any political campaign on behalf of or in opposition to any candidate for public office, except to the extent (if any) permitted by the Internal Revenue Code of 1986, as amended, and negotiations issued thereunder.
Section 10.2 No Member that is not an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any officer or director of the Corporation (or other private individual) shall be entitled to share in the distribution of corporate assets upon liquidation, distribution or winding up of the Corporation. No part of the net earnings of the Corporation shall be paid or distributed to the Corporation’s members, directors, officers or trustees, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered on behalf of the Corporation and make payments and distributions in furtherance of the legitimate business purposes of the Corporation.
ARTICLE 11.
COMMITTEE
Section 11.1 The President, with the aid and consent of the Board of Directors, shall establish and appoint the membership of such committees as may be necessary to carry out the purposes and objectives of the Corporation.
ARTICLE 12.
AMENDMENTS
Section 12.1 These Bylaws may be amended, altered or repealed by a two-thirds vote of the Board of Directors at any regular or special meetings; provided, the notice of the meeting at which an amendment, alteration or repeal is to be considered shall contain the text of the proposal and that such notice be sent to all members of the Board of Directors not less than ten (10) days prior to the meeting of the Board of Directors. Notice of all amendments, alterations or repeal of the Bylaws shall be given to all members of the association within twenty-one (21) days following such amendment, alteration or repeal.
The undersigned Secretary of the Corporation hereby certifies that the foregoing Bylaws were adopted as the complete Bylaws of the Corporation at a duly called meeting of the Board of Directors of said Corporation as of this ______ day of __________, 2004.
_____________________________
Secretary
Attest: ________________________