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2008-2009 Season

BY-LAWS OF THE CORPORATION

ARTICLE I – ORGANIZATION

Section One. Name. The name of the corporation shall be Hingham Girls Hockey Boosters, Inc. (hereinafter referred to as the "Corporation").

Section Two. Principal Address. The principal address of the Corporation shall be, Hingham, Massachusetts 02043.

Section Three. Non-profit and Exempt Status. The Corporation is organized as a charitable corporation under Chapter 180 of the Massachusetts General Laws, for the general purpose of fostering, encouraging, or engaging in athletic exercises. The Corporation is also organized and shall be operated exclusively as an exempt organization under the provisions of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended and as may be amended in the future.

Section Four. Use of Funds. All funds and property of the Corporation shall be used and distributed exclusively for the purposes and in the manner set forth in these By-laws.

Section Five. Fiscal Year. The fiscal year of the Corporation shall begin July 1 and end on June 30 of the following year (hereinafter referred to as the "Fiscal Year").

Section Six. Board of Directors. The property and affairs of the Corporation shall be managed by a board of directors (the "Board") composed of not more than twenty (20) elected directors (the "Directors").

ARTICLE TWO - PURPOSE OF THE CORPORATION

Section One. Purpose. Hingham Girls Hockey Boosters, Inc. is a charitable corporation operating and/or supporting girls ice hockey programs for the benefit of the girls playing ice hockey for the Town of Hingham.

The purposes of the Corporation are:

(a) to provide an opportunity for girls playing ice hockey for the Town of Hingham to skate and obtain ice hockey instruction with the principal objective of meeting the physical, social and psychological needs of the participants by promoting their health, security, happiness and sense of self-worth;

(b) to develop character, sportsmanship and physical fitness among the girls playing ice hockey for the Town of Hingham; and

(c) to promote, encourage and improve the standard of amateur ice hockey.

ARTICLE THREE – MEMBERSHIP

Section One. Members of the Corporation. Each family having one or more children registered and eligible to play in the ice hockey program for the girls that play ice hockey for the Town of Hingham (hereinafter referred to as the "Members" or a "Member" or a "Member Family"). This would include those girls participating in any High School, Middle School or any Youth Hockey Program.

Section Two. Rights of Membership. Each Member shall have all of the rights and powers to participate in the governance of the Corporation as set forth in the Corporation's Articles of Organization and these By-laws, including the election of Directors to the Board.

Section Three. Annual Membership Meeting. The annual meeting of the Corporation shall be held in the month of May at a place and time determined by the Board.

Section Four. Special Meetings. Special Meetings of the Corporation shall be called by the Board if requested by the President or any three (3) other Directors. The purpose of any such Special Meeting must be specifically stated by the President or the other Directors requesting that such meeting be convened.

Section Five. Notice of Corporation Meetings. The form and method of notice to the Members with respect to the Annual or Special Meetings of the Corporation shall be determined by the Secretary, provided that at least ten (10) days notice is provided to the Members by mailing a written notice of such Annual or Special Meeting to the Members and by posting written notice of any meeting, including the time and place of such meeting, as well as the purpose of any Special Meeting, in a conspicuous place at Pilgrim Ice Arena, and at such other place(s) designated by the Board. The failure of any Member to receive such notice shall not make any actions at the meeting invalid, provided that a good faith effort was made to comply with the provisions of this section.

Section Six. Quorum. Except as otherwise provided by these By-laws, the presence at any meeting of the Corporation of at least fifteen (15) Members shall constitute a quorum. If any meeting of the Corporation cannot be held because a quorum is not present, the President may adjourn the meeting one or more times until a quorum is present, and the meeting may thereupon be held as adjourned without further notice.

Section Seven. Voting. At any meeting of the Members of the Corporation, each Member shall be entitled to one vote on any motion put before the meeting.

Section Eight. Order of Business - Annual Meeting. The order of business at the Annual Meetings of the Membership of the Corporation shall be as follows:

(a) Call to Order;

(b) Reading of Minutes of Preceding Meeting;

(c) Financial Report;

(d) Executive Committee's Report;

(e) Other Committee Reports;

(f) Election of Members to the Board of Directors, if applicable;

(g) Unfinished Business;

(h) New Business; and

(i) Adjournment.

ARTICLE FOUR - THE BOARD OF DIRECTORS

Section One. Board Eligibility. The Board of the Corporation shall be open to those members of the Corporation who are interested in and committed to the purposes of the Corporation, as stated in Article Two of these By-laws.

Section Two. Terms of the Directors. The term of office for a Director shall be two (2) years, commencing on the first day of a Fiscal Year and ending on the last day of a Fiscal Year. The terms of the Directors shall be staggered so that approximately one-third of the Directors' terms shall expire at the end of each Fiscal Year. In the event that a Director resigns before his term has expired, the Board may, in its discretion, appoint another individual to fill the remaining term of the Director who has resigned. Unless otherwise voted by two-thirds of the Board, no Director shall be eligible to serve for more than four (4) consecutive two (2) year terms.

Section Three. Nomination, Election and Removal of Directors. The Board shall solicit and accept nominations for Directors from Members of the Corporation and shall prepare a ballot with all of such nominations included. An election to fill the upcoming vacancies on the Board shall be supervised by the Board and held at the Annual Meeting of Members on such other date or dates prior to the end of the Fiscal Year as determined by the Board. Every Member shall be entitled to a single vote for each vacancy on the Board. No Member may cast more than one vote for a specific nominee.

Upon a vote of two-thirds of all of the Directors, any Director may be removed with cause, after reasonable notice and an opportunity to be heard is provided to such Director. Failure to attend either (a) three (3) consecutive Board meetings without advance notice to the President or Secretary, or (b) at least fifty percent (50%) of the meetings of the Board during any Fiscal Year, shall be considered cause for removal from the Board.

Section Four. Quorum. Except as otherwise provided by these By-laws, the presence at any meeting of the Board of at least five (5) Directors, including: (a) the President; and (b) a majority of the Executive Committee, as hereinafter defined, shall constitute a quorum for a meeting of the Board. Only Directors present at a meeting are entitled to vote on any matter, unless such absent Director provides specific written authority to another Director to vote on his or her behalf.

Section Five. Powers and Duties of the Board. The business, property and affairs of the Corporation shall be managed by the Board of Directors, who shall have and may exercise all of the powers of the Corporation, except those powers specifically reserved to the Members under Massachusetts law, the Articles of Organization, or these By-laws. Without in any manner limiting the general powers conferred or implied by the prior sentence, it is hereby expressly declared that the Board shall have the following specific powers and duties:

(a) to rule on all matters and affairs affecting the operation of the Corporation, specifically with respect to its size, goals and purpose and to establish operational policies and procedures with respect to such matters;

(b) to appoint all officers of the Corporation, assign duties to such officer, and delegate all necessary authority to each officer appointed, consistent with the provisions of these By-laws;

(c) to determine the type and number of teams which shall represent the Corporation and the leagues in which the teams shall play;

(d) to establish a budget, set fees for the Corporation's programs, and authorize the expenditure of Corporate funds, each consistent with the provisions of these By-laws;

(e) to direct the purchase of equipment and uniforms as required to ensure that all teams representing the Corporation are fully equipped and in the proper uniform sanctioned by the Corporation;

(f) to review and act upon any temporary decision of the President, as authorized under these By-laws; and

(g) to adopt procedures, policies, rules or guidelines for the Corporation which shall supplement these By-laws and govern many of the issues and day to day operations of the Corporation, and to amend such procedures, policies, rules or guidelines from time to time.

Section Six. Regular Meetings. Regular meetings of the Board shall be held on the first Monday of each month, except for the month of August, at a time and place as the President may determine. The Board may determine to hold a regular meeting of the Board on a date other than the first Monday of the month by majority vote. It shall be the duty of the Secretary to inform the Director's of all Board meetings, including stating the purpose or purposes thereof, providing an agenda of the anticipated matters to be considered, as well as the time and place of such meeting.

Section Seven. Special Meetings. Special meetings may be called by the President or at the written request to the President of by at least five (5) other Directors. The Secretary shall provide at least seven (7) days' notice of any such Special Meeting to all Directors, which shall summarize its purpose and state the time and place of the meeting. Actual presence of a Director at any meeting shall constitute a waiver of any required notice as to such Director.

Section Eight. Election of Officers. At the first regular or special meeting of the Board following election of new Directors, the new Board shall appoint its officers.

ARTICLE FIVE - OFFICERS OF THE CORPORATION

Section One. Election of Officers. The officers of the Corporation shall consist of a President; Secretary; Treasurer; Vice President; Skills Coordinator; Fundraising Coordinator; Web Site Coordinator; Merchandise Coordinator; Tournament Coordinator and such other officers as the Board may from time to time determine. Prior to the commencement of the Fiscal Year, all officers shall be chosen by the Board from the Directors for the next Fiscal Year to hold their offices at the pleasure of the Board, but in no case beyond the time when their successors are chosen and duly installed. The Board may appoint such temporary or acting officers as may be necessary during the temporary absence or disability of any regular officer. The Board may also appoint an Out of Town Representative, which shall be non-voting, as long as the Corporation is providing ice hockey for girls that reside outside of the Town of Hingham.

Section Two. President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board. In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President until such time as such absence or disability has ended. The President shall have all of the powers and duties conferred upon him by the Board, including:

(a) to call special meetings of the Members or the Board;

(b) to make decisions on matters not provided for in these By-laws until the next regular or special meeting of the Board;

(c) to oversee and supervise the implementation of all directives of the Board, including those directives made to other officers of the Corporation;

(d) represent, or designate suitable representation for, the Corporation at all meetings of USA Hockey, Mass Hockey, and any other leagues or organizations in which the Corporation participates;

(e) unless otherwise specifically set forth in these By-laws, to appoint members of the Board's committees, including designating Chairpersons of such committees;

(f) to serve an ex-officer member of all Corporation or Board committees;

(g) to serve as chairman of the Executive Committee; and

(h) such other powers and duties as may be specifically delegated by the Board.

Section Three. Vice President. The Vice President shall, in the absence or disability of the President, shall perform the duties and exercise the powers of the President until such time as such absence or disability has ended. The Vice President shall be a member of the Executive Committee.

Section Four. Secretary. The Secretary shall have custody of the corporate seal; issue notices of all meetings of the Members and the Board; keep the minutes of all such meetings in books provided for such purpose; and after each meeting, distribute a copy of the minutes thereof to each Director. The Secretary shall make such reports as the Board may require and shall have such other powers and duties as the Board may authorize. The Secretary shall be a member of the Executive Committee. The Secretary shall have such other powers and duties as may specifically delegated by the Board.

Section Five. Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall have charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. The Treasurer shall deposit the moneys and securities of the Corporation in such depositories and on such terms and conditions as the Board may direct, and when so deposited, the Treasurer shall not be personally responsible for their safe keeping. The Treasurer shall render such reports relating to the moneys, funds, securities, investments, and fiscal affairs of the Corporation as may be required from time to time by the Board. The Treasurer or the President may sign or countersign checks, stocks, securities, contracts, mortgages, deeds of trust, leases, deeds, and other instruments as required by the Corporation, and the signatures of both the President and the Treasurer are required for any single check in an amount greater than $1,000. Neither the Treasurer nor the President shall pay out any money, invest any funds, transfer or dispose of any securities or other property, except on the authorization of the Board. The Treasurer shall be a member of the Executive Committee. The Treasurer shall have such other powers and duties as may specifically delegated by the Board.

Section Six. Other Officers. There shall be such other officers as the Board, from time to time, shall deem appropriate, which shall include the following:

(a) Skills Coordinator shall oversee the selection and coordination of the hiring of any outside training specialist for the benefit of any girls ice hockey program in the Town of Hingham.

(b) Programs, training, regulation and oversight of the coaches for all of the Corporation's Programs, including Instructional, Mite, Squirt, PeeWee, Bantam, Midget and Girls; and (ii) the planning and operation of all player tryouts, including establishment of the evaluation system and the selection of evaluation personnel (iii) the coordination and review of all coaches at mid-season with the coaching committee.

(c) Tournament Coordinator shall oversee the list of tournaments that the teams may enter and facilitate the obtaining of any information for said tournaments.

(d) Fundraising Coordinator, shall be responsible for obtaining and maintaining all sponsors and organize all other fundraising activities that may be approved by the Board of Directors and establish committees for specific events.

(e) WebSite Coordinator, shall be responsible for maintaining HinghamGirls Hockey.org or com) website and update said website on a regular basis as directed by the Officers and Board of Directors.

(f) Merchadise Coordinator, at the direction of the Board of Directors shall oversee the purchase and sale of merchandise on behalf of the Corporation.

Section Seven. Executive Committee. There shall be an executive committee consisting of the President, the Vice President, the Secretary and the Treasurer and such other Directors as the Board may appoint. The Executive Committee, under the direction of the President, shall prepare policies, programs and budgets for discussion, revision and approval by the Board. The Executive Committee shall also have and may exercise all the powers and authority otherwise specifically granted by the Board in the management of the matters and affairs of the Corporation.

Section Eight. Other Committees. The Board may create standing and special committees with such powers and duties as the Board may determine, with the members and chairpersons of such committees being appointed by the President.

Section Nine. Prohibition on Multiple Capacities. Except as specifically provided in these By-Laws, in order to avoid the appearance of a conflict of interest, no Director may serve as more than one officer at any given time. However, if a vacancy in an Officer position does arise during a year, the position may be filled by an existing Officer if no other non-officer is interested in taking said position.

ARTICLE SIX - FISCAL MANAGEMENT

Section One. Annual Budget. The Executive Committee shall prepare and the Board shall adopt prior to each May 1, an estimated annual budget for the Fiscal Year beginning on the next July 1 (the "Annual Budget"). Included in this Annual Budget shall be the following:

(a) the estimated cost of operating the Corporation for the next Fiscal Year; and

(b) the projected revenues for the Corporation for the next Fiscal Year, including an estimated annual dues payment for each member participating in the Corporation's Programs during the next Fiscal Year and a proposed fundraising goal for the next Fiscal Year.

Section Two. Expenditure of Funds. The President and the Treasurer have the power to expend the Corporation's funds provided such expenditures are consistent with the Annual Budget and other motions approved by the Board. The Treasurer shall report on expenditures made by the Corporation to the Board at each regularly scheduled Board meeting. All checks that are drawn in excess of $1,000.00 shall require the signature of both the President and Treasurer.

Section Three. Books and Accounts. The books and accounts of the Corporation shall be kept under the direction of the Treasurer.

Section Five. Review of Books and Records. At the close of each Fiscal Year, the books and records of the Corporation shall be examined, reviewed and, if requested by a majority of the Board, audited. The President of the Corporation shall cause the Treasurer to annually prepare a full and correct statement of the financial affairs of the Corporation for the preceding Fiscal Year, which upon completion shall be submitted to the Board and thereupon placed in the official records.

ARTICLE SEVEN – MISCELLANEOUS

Section One. Amendments. These Bylaws may be amended by majority vote of the Directors at any annual, regular or special meeting of the Board, provided notice of the proposed amendment is given in writing to all of the Directors at least seven (7) days before the meeting.

Section Two. Majority Vote. Unless otherwise provided for in the Articles of Organization or these Bylaws, for any meeting of the Members, the Board or any committee formed by the Board, a majority vote shall mean the votes of one more than fifty percent (50%) of the Members, Directors, or committee member's present at the respective meeting. For purposes of any of the aforementioned meetings, all Members, Directors or committee members must be present at the meeting to vote unless they have provided a written proxy votes to another Member or Director.

Section Three. Effective Date. These By-laws shall be effective immediately, except for the provisions relating to the establishment and election of Officers, which shall take effect for the Fiscal Year beginning July 1, 2004.