(As of April 2017)
FIRST AMENDED AND RESTATED BYLAWS
RIDGEFIELD AMATEUR HOCKEY ASSOCIATION, INC. (RAHA)
Section 1. Name.
The official name of the corporation is Ridgefield Amateur Hockey Association, Inc. (hereinafter referred to as "RAHA" or the "Corporation").
Section 2. NonProfit.
RAHA is nonprofit and no part of the Corporation’s income is distributable to its Directors, Officers or employees. RAHA shall not have or issue shares of stock or pay dividends.
Section 3. Purpose.
RAHA exists for the sole benefit of amateur youth ice hockey participants in the greater Ridgefield area. All funds shall be expended to promote the common good and serve the area through an organized youth ice hockey program. The purpose of RAHA is to provide recreation, training and development in the sport of youth ice hockey by teaching the skills and rules of ice hockey through a supervised program of instructional and competitive ice hockey, emphasizing the ideals of good sportsmanship and teamwork. RAHA promotes the philosophy that the building of character is of primary importance, while attaining exceptional athletic skill or winning games is secondary.
Section 4. Nature of Business.
To engage in any lawful act or activity for which corporations may be formed under Chapter 600 of the Connecticut General Statutes, provided that the same shall be limited to scientific, educational, literary, historical, or charitable acts as specified in Section 501(c)(3) of the Internal Revenue Code, and to solicit, receive, invest and maintain a fund or funds and subject to restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for the purposes of providing recreation, training and development in the sport of ice hockey, provided that, no part of such principal shall be contributed to any organization whose net earnings, or any part thereof, inure to the benefit of any private shareholder or individual or any substantial part of the activities of which is carrying on propaganda, and provided further, that notwithstanding any other provisions of these articles, RAHA shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code and, provided further, that:
(a) No part of the net earnings of RAHA shall inure to the benefit of any trustee, Director, Officer of RAHA, or any private individual (except that reasonable compensation may be paid for services rendered to or for RAHA), and no Officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of RAHA.
(b) No substantial part of the activities of RAHA shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h)), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
Section 5. Basic Policies.
The name of the Corporation shall not be used in any connection with any commercial endeavor or with any partisan interest or for any purposes not appropriately related to the promotion of the purpose of RAHA. RAHA, its Directors and Officers shall at all times take such steps as are necessary to ensure that no conflict of interest exists or occurs between any Director or Officer of RAHA and RAHA or its interests. Any Director who has any interest, directly or indirectly, in any entity that contracts with or otherwise serves RAHA shall be disqualified from voting with regard to such relationship or otherwise acting in any official relationship on behalf of RAHA in connection with such relationship.
Section 1. Members.
There shall be one class of members of RAHA, consisting of those parents and/or legal guardians who have at least one ice hockey player registered for the then current year in the Ridgefield Travel Hockey program.
Section 2. Right To Vote.
Any Member may vote at each general or special meeting of Members and at the Annual General Meeting.
Section 3. Disciplinary Action.
The Board of Directors of RAHA shall have the authority to discipline, suspend, or terminate the membership of any Member and take similar appropriate disciplinary action with respect to any coach, manager or other person involved in the RAHA program if, by a majority vote of Directors at a duly constituted meeting, it is determined that the conduct of such Member, coach, manager or other person is not in the best interests of RAHA.
The Board of Directors recognizes that prompt and decisive disciplinary action may be appropriate and necessary for the good of the RAHA program due to the continuous nature of the program’s schedule of practices, games and tournaments. Consequently, the Board is authorized in its absolute discretion to take reasonable disciplinary action prior to or without conducting a formal or informal hearing regarding the matter resulting in the disciplinary action in accordance with USA Hockey Policies.
The Member or other person informed of an actual or potential disciplinary action by the Board of Directors shall be entitled to a formal hearing if so requested. Hearings will be held in accordance with the requirements of USA Hockey.
Section 4. Meetings.
The number, time, dates and places of the general meetings of the Members of RAHA shall be as established by the Board of Directors. The Board of Directors will attempt to schedule general meetings of the Members immediately before Board of Directors’ meetings. Notice of such general meetings will be posted on the RAHA website at least ten (10) days before the scheduled general meeting and Members are not entitled to receive any additional notice of any such general meeting.
A special meeting of the Members may be called by a majority of the Board of Directors via written notice given not less than seven (7) days prior to the special meeting, which notice shall be both mailed to Members and posted on the RAHA website.
The Annual General Meeting of Members to elect Directors, consider any amendments to the Bylaws and to conduct other business properly brought before the Annual General Meeting by the Board of Directors shall occur at a time and place to be set by the Board of Directors. Notice of such Annual General Meeting shall be posted on the RAHA website at least ten (10) days before the scheduled Annual General Meeting.
There will be a sign-in sheet for each general and special meeting of the Members, which, by itself or by incorporation into the minutes of the meeting, will be the sole and exclusive record of attendance at such meeting.
At the general meetings there will be reports from the Directors attending the meeting and the Members will have the opportunity to raise any and all issues of concern. The general meetings are intended to be a forum for healthy dialogue among the Members and the Board.
The President will preside at all general and special meetings and at the Annual General Meeting and the rules of order shall be Robert’s Rules as reasonably modified by the President. The affirmative vote of a majority of the Members present in person at a general or special meeting where there is a quorum shall be required for approval of a matter at such meeting.
General meetings are intended to last no longer than 45 minutes. General business can be conducted immediately thereafter at any Board of Directors meeting, which are intended to last no longer than 90 minutes.
The Bylaws may be amended only at the Annual General Meeting by the affirmative vote of two-thirds of the Members who are either present in person at the meeting or have previously voted electronically as provided herein and further provided that a special quorum of one-fourth of all Members is either present and voting in person or have previously voted electronically as provided herein.
A quorum for the Annual General Meeting for all business other than an amendment of the Bylaws (which is provided for in Article VII) shall consist of no less than fifteen Members present in person or having previously voted electronically as provided herein.
A quorum for a general or special meeting of Members shall be no less than five (5) Members present in person.
Voting at a general or special meeting of Members may only be done in person.
Voting at the Annual General Meeting may be done by Members:
(a) who are present in person; or
(b) who have voted electronically in advance of the Annual General Meeting: by addressing their email to the President of RAHA; by identifying which Members are voting and how in the body of the email vote; and whose email vote is received not less than one (1) day prior to the Annual General Meeting. Members voting electronically as herein may only vote on matters brought before the Annual General Meeting that were on the agenda included with the notice of the Annual General Meeting.
BOARD OF DIRECTORS
Section 1. Power and Duties.
The Board of Directors shall manage and supervise the activities, property, and affairs of RAHA. Only Members may be Directors.
Section 2. Number.
The Board of Directors shall consist of between five (5) and thirteen (13) Members with the Board setting the actual number of Directors for subsequent years, with a preference for there being an odd number of Directors.
The Board shall be divided into three classes of Directors, being Class A Directors, Class B Directors and Class C Directors, with the number in each class being even or differing only by one.
Section 3. Term.
The Directors so elected in Class A, B, and C shall hold office for three (3) years with their term expiring on the date of the Annual General Meeting held three (3) years subsequent to their election. Directors may resign or are subject to removal, consistent with the provisions of these By-Laws.
Section 4. Nomination.
Nomination for the Class of Directors whose term is expiring will take place prior to the Annual General Meeting of Members. Members may submit nominations to the President electronically or in writing. The President will promptly contact each nominee for Director to confirm if the nominee will serve if elected. The names of nominees received and confirmed prior to the notice of the Annual General Meeting shall be posted on the RAHA website along with the Notice of the Annual General Meeting. The names of nominees received and confirmed after the notice of the Annual General Meeting and not less than four (4) days prior to the Annual General Meeting shall be eligible for election as a Director by the vote of Members present at the Annual General Meeting or by electronic vote received not less than one (1) day prior to the Annual General Meeting. If, at the meeting, the number of Directors nominated is equal to or less than the current number of that Class of Directors on the Board, there shall be no need to conduct a vote and the Directors will be considered to be elected by acclamation.
Section 5. Election.
Directors will be elected at the Annual General Meeting of Members, which meeting will be held at a date, time and place, set by the Board of Directors.
Section 6. Resignation.
A Director may resign at any time by giving written notice of such resignation to the President or the Secretary of RAHA and such resignation shall take effect at the time specified in the notice or, if no time is specified, at the acceptance thereof as determined by the Board of Directors.
Section 7. Removal.
Any Director may be removed for cause by a vote of sixty percent (60%) of the Directors. Cause shall include, but not be limited to:
Conflicts of interest.
Verbally abusive or consistently antagonistic interaction with other Directors or with Members.
Obstructionist or disruptive behavior.
Violation of confidentiality on topics where requested by the Board.
Repeated tardiness or absence from meetings.
A sustained and unexcused pattern of inattention that amounts to an abdication of the Director’s duties to RAHA.
Section 8. Vacancies.
Vacancies in the Board of Directors shall be filled by a majority vote of the remaining Directors. The replacement Director shall be of the same Class of Director as, and shall fill the un-expired term of, the predecessor Director.
Section 9. Meetings.
The Board of Directors shall meet whenever deemed necessary upon the call of the President or upon the call of fifty percent (50%) of the Directors, provided that the Board of Directors shall attempt to meet at least four (4) times each year.
The Board of Directors may meet by telephonic conference call provided that all Directors participating can simultaneously hear one another.
Any action of the Board of Directors may be taken without a meeting provided that the action is taken by written consent of all members of the Board of Directors. Such consents shall be part of the minutes of RAHA.
The President shall preside at all meetings of the Board of Directors and the rules of order for each meeting shall be Robert’s Rules as reasonably modified by the President.
Section 10. Notice.
Notice of the date, time, and place of each meeting of the Board of Directors shall be given by the Secretary or the President to each Director at least seven (7) days prior to the date of the meeting, provided that any Director may waive such notices in writing or by attending such meeting without protest to the commencement of the meeting.
Section 11. Quorum.
The presence of a majority of the Directors at any meeting shall constitute a quorum for the transaction of business. If the number of Directors set by the Board of Directors is an even number, a quorum shall consist of half of such number of Directors. Action by a majority of the Directors present at a meeting at which a quorum is present shall constitute the act of the Board of Directors.
Section 1. Committees, Appointment, and Authority.
The Board of Directors, by resolution adopted by the affirmative vote of a majority of the Directors, may designate two or more Directors, and/or other Members, to constitute a special or standing committee, which committee shall have and may exercise all such authority and power of the Board of Directors as shall be provided in such resolution and as permitted by law.
Section 2. Term.
The term of any such committee shall be set forth in the resolution establishing such committee or, if no term is set forth, until such time as a resolution revoking the authority and the power of the committee is adopted by an affirmative vote of a majority of the Directors. The Board of Directors may add or remove non-Director members of a committee, with or without cause, by a sixty percent (60%) vote of the Board of Directors.
Section 1. Titles, Election, and Terms.
The Officers of RAHA shall consist of a President, Vice President, Secretary and Treasurer, all of whom shall be Members, together with such other Officers as the Board of Directors shall from time to time determine. Officers shall be elected annually by the Board of Directors at the first Board of Directors meeting following the Annual General Meeting and shall serve until they resign, are removed or their successors are elected.
Section 2. Resignation.
Any Officer may resign at any time by giving written notice to the President of RAHA and such resignation shall take effect at the time specified therein or if no time is specified, at the time of acceptance thereof as determined by the Board of Directors.
Section 3. Removal.
An Officer may be removed at any time, with or without cause, by a sixty percent (60%) vote of the Board of Directors.
Section 4. Vacancies.
Vacancies occurring among the Officers shall be filled by the Board of Directors.
Section 5. President.
The President shall be the chief executive officer of RAHA and shall oversee and be responsible for directing the affairs of RAHA. The President shall call and preside over all meetings of members and the Board of Directors.
Section 6. Vice President.
The Vice President shall serve as the chief executive officer in the absence of the President, and otherwise have the authority and responsibility delegated by the President and/or the Board of Directors. The Vice President shall also have executive oversight responsibilities for Fundraising committees.
Section 8. Secretary.
The Secretary shall keep the minutes of the meetings of the Members and the Board of Directors of RAHA, shall give notice of the meetings as required by these Bylaws or as required by law, shall be custodian of the records and seal of RAHA and, in general, shall perform all duties incident to the office of secretary of a corporation.
Section 9. Treasurer.
The Treasurer shall keep the fiscal accounts of RAHA, shall have charge of and be responsible for all funds, receipts and disbursements of RAHA and, in general, shall perform all the duties incident to the office of Treasurer of a corporation. The Treasurer shall render reports to the President and Board of Directors in the form and at times requested by the President and the Board of Directors. The Treasurer shall be responsible for the preparation and filing of the annual report of RAHA, as required by law.
Section 10. Winter Garden Representative.
RAHA will request Winter Garden management to appoint a Representative who may participate in the meetings of the Board of Directors and general meetings of Members, but may not cast a vote. Said Representative shall help foster and perpetuate the essential and symbiotic relationship between RAHA and Winter Garden. The Representative shall be held to the same standard of conduct as Directors. Should the Winter Garden Representative be disciplined or suspended by the Board of Directors, Winter Garden may appoint a replacement.
Section 1. Books and Records.
RAHA shall keep correct and complete books and records of account. All books and records may be inspected by any Director or Member, or his agent or attorney, for a proper purpose, at any reasonable time.
Section 2. Fiscal Year.
The fiscal year of RAHA shall begin on the 1st day in July of each year and end the 30th day of June of each year.
Section 3. Indemnification.
Each Officer, Director or employee of RAHA shall be indemnified and held harmless by RAHA for (a) any judgments, awards, penalties, fines and awards rendered against him or her, and (b) all expenses reasonably incurred by him or her in connection with any action, suit or proceeding to which he or she may be made a party, including without limitation, amounts reasonably paid in settlement; in each case by reason of his or her being or having been an Officer, Director or employee of RAHA except in relation to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to have been grossly negligent in the performance of his or her duties as an officer, Director or employee, or to have been acting outside his or capacity as an Officer, Director or employee.
Section 1. Amendments.
The Bylaws may be amended or repealed and new Bylaws not inconsistent with any provision of the Certificate of Incorporation or of any applicable law may be adopted by the affirmative vote of two-thirds of the Members who are either present in person at the Annual General Meeting or who have voted electronically in advance of the Annual General Meeting pursuant to Article II and where there is a special quorum of Members pursuant to Article II. Any notice of an Annual General Meeting at which the Bylaws are proposed to be amended or repealed shall include notice of such proposed action.