PRINCETON YOUTH HOCKEY ASSOCIATION, INC.
PRINCETON PEE WEE HOCKEY ASSOCIATION
a New Jersey nonprofit corporation
1.1 The purpose of the Princeton Youth Hockey Association, inc (Hereinafter “Association”) shall be to provide opportunities for youth at various age levels to learn and play the sport of ice hockey in the spirit of good sportsmanship and fair play. To help foster this purpose, all individuals serving as coaches must maintain coaching credentials dictated by USA Hockey. Only certified coaches shall be allowed to coach a team from the bench or to run a practice or clinics, provided, however, that non-certified professional instructors (power skating, etc.) are not required to be certified coaches.
1.2 No part of the net earnings of the Association shall inure to the benefit of any private individual. No part of the activities of the Association shall be carrying on propaganda or other wise attempting to influence legislation. The Association shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
2.1 Qualification. Membership in the Association shall be defined as any parent or guardian having a child who is a registered player of any Princeton Youth Hockey Association team.
2.2 Voting Rights. The voting members of the Association shall be the members of the Board of Trustees (hereinafter “Board”) and those persons who may be elected to voting membership from time to time by the Board of Trustees.
2.3 Annual Meetings. There shall be an annual meeting of the voting members of the Association in May of each year for the election of officers, presentation of annual reports of officers and standing committees and such other business as may properly come before the meeting.
2.4 Special Meetings. Special meetings of members may be called by the President or by a majority of the Board. The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for the Board to consider. Special meetings shall be held upon not less than three (3) or more than fourteen (14) days notice given by mail or by electronic communication (E-mail). Such notice shall specify the time and place of the meeting.
2.5 Place of Meeting. The time and place of meetings of members may be designated by the President and/or the Executive Committee (as defined in Section 5.1 hereof) of the Association.
2.6 Notice of Meeting. Announcement of any meetings of the voting members of the Association will be given to voting members, by regular mail or email, at least two weeks prior to such meeting.
Board of Trustees
3.1 General Powers. The Board shall constitute the policy making body of the Association. It shall determine what regular and/or special committees are necessary to carry on the Association and shall authorize all expenditures.
3.2 Directors. The Board shall consist of not less than five (5) or more than fifteen (15) voting board members. Members of the Honorary Board (as defined in section 5.4) of the Association shall not be deemed to be members of the Board.
3.3 Compensation. Neither Board Members nor Officers shall receive any fee, salary or renumeration of any kind for their services in their capacities as Board Members or Officers, provided, however, that Board Members and Officers may be reimbursed for reasonable expenses incurred with approval of the Board upon presentation of vouchers, and provided, further, that Board Members or Officers serving as Master Scheduler, Registrar or Treasurer may receive renumeration to the same extent that a non-Board Member serving as Master Scheduler, Registrar or Treasurer would be renumerated for such services.
3.4 Election and Term of Office. The members of the Board shall be elected by secret ballot by the Board from a slate presented at the Annual Meeting by the Members. There shall be no limitation upon the term of office for members of the Board, except as set forth in 4.6 and 4.7.
3.5 Duties of Trustees. Members of the Board are required to attend all scheduled Board meetings in each calendar year unless excused. Board members shall, in additions to the officer set forth in Article IV, fulfill the following duties: Master Scheduler (responsible for scheduling all practices and games for all teams), Registrar (responsible for overseeing yearly membership and registration record keeping), and Representatives to the New Jersey Youth Hockey League and the Club League.
3.6 Regular Meetings. The Board shall meet monthly at least three (3) times during the hockey season on dates to be determined by the Board.
3.7 Special Meetings. Special meetings of the Board may be called by the President or requested by a majority of the Board.
3.8 Telephone Meetings. The Board or a committee of the Board may participate in a meeting of the Board or such committee, by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear each other.
3.9. Action Without Meeting. Any action of the Board may be taken without a meeting if consent in writing set forth the action so taken signed by all of the members of the Board is filed in the minutes of the Board. Such consent shall be the same effect as a unanimous vote.
3.10 Waiver of Notice, Adjournment. Notice of a meeting need not be give to any member who signs a waiver of notice whether before or after the meeting, or who attend the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to such member of such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment.
3.11 Quorum. Two-thirds (2/3) of the members of the Board shall constitute a quorum thereof for the transaction of business. The act of the majority of the members of the Board at a meeting at which a quorum is present shall be the act thereof.
3.12 Vacancies. At the discretion of the President, the Nominating committee can fill a vacancy on the Board at any time during the year if the need arises.
3.13 Removal. Any member of the Board may be removed from office, for cause, on an affirmative vote of the majority of the Board whenever, in its judgment, the best interests of the Association will be served thereby.
3.14 Nominations. The Board, as part of its annual meeting in May, shall review the names of all candidates proposed during that year for membership on the Board and to prepare a slate of nominees for officers and new members of the Board, having first ascertained their willingness to serve.
4.1 Officers. The Officers of the Association shall be: President, Vice President, Secretary and Treasurer.
4.2 Election. The Officers of the Association shall be elected by secret ballot by a majority of the Board members at the annual meeting as set forth in section 2.3, supra.
4.3 Term of Office. Officers of the Association shall serve for a term of one (1) year. Officers may serve successive terms.
4.4 Removal. Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Board whenever, in its judgment, the best interests of the Association will be served thereby. Removal shall be without prejudice to any contract rights of the person so removed, but election of an Officer shall not of itself create contract rights.
4.5 Vacancy. The Executive Committee may fill a vacancy for any Officer at any time during the term if the need so arise.
4.6 President. The President shall be the Chief Executive Officer and shall preside at all Board meetings and meetings of the Executive committee. The President shall be an ex-officio member of all committees except the nominating committee. The President shall make an annual report to the Board. The Nominating committee shall only nominate an individual to the office of President who has been a Board member for at least two (2) years. The President shall serve no more than two (2) consecutive years. The parameters as described in either of the two previous sentences may be waived if so determined by secret ballot by a majority of the Board members at the annual meeting as set forth in section 2.3, supra.
4.7 Vice President. The Vice President shall, in general, be the President Elect and shall perform all duties and exercise all powers of the President in the absence of the President. The Vice President shall perform such other duties as delegated by the President. The Vice President shall have been a Board member for at least one (1) year and shall be elected at the start of the second year of the President's term. However, the Board can waive the one (1) year requirement if so determined by secret ballot by a majority of the Board members at the annual meeting as set forth in section 2.3, supra.
4.8 Secretary. The Secretary shall attend to proper notification of meetings and keep an accurate record of all meetings of the Board.
4.9 Treasurer. The Treasurer shall executed all financial transactions approved by the Board, keep records of said transactions, submit reports to the Board as needed and render an annual report. The books must be closed prior to the annual meeting in May. The Treasurer shall be responsible to see that all necessary State and Federal tax returns are filed.
Executive and Other Committees
5.1 Executive Committee. The Executive Committee shall consist of the Officers of the Association and the immediate Past President. The Executive committee shall exercise all powers of the Board between meetings.
5.2 Creation of Committees. There shall be such standing committees as are necessary for the conduct of business and programs. The President shall appoint the chairman of each standing committee with the approval of the Executive Committee.
5.3 Special Committees. Special committees may be created by the President with the approval of the Executive committee. The President may invite any chairman of a special committee to attend Board meetings while the committee is functioning.
5.4 Honorary Board. The Honorary Board shall consist of former members of the Board appointed at the discretion of the Executive Committee. Membership of the Honorary Board shall be reviewed annually by a committee composed of the current and past presidents of the Association or by the Executive Committee.
5.4.1 Candidates for Membership. Candidates for membership to the Honorary Board shall consist of past presidents, chairmen of fundraising events and any member of the Association whose past services have provided a major contribution to our purpose.
5.4.2 Duties of the Honorary Board. There are no obligations or duties required by members of the Honorary Board.
6.1 Registered Office and Agent. The Association shall maintain in the State a registered office and a registered Agent at such office, and may have other offices within or without the State.
6.2 Contracts. The Board may authorize any officer or agent of the Association. In addition to the officers authorized by the bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Association. Such authority may be general or confined to specific instances.
6.3 Checks, Drafts, etc. All orders for the payment of money or evidences of indebtedness issued in the name of the Association shall b e signed by the Treasurer. In the absence of the Treasurer, such instruments may be signed by the President, Vice President or Secretary. Checks in excess of $10,000.00 shall be signed by two (2) officers.
6.4 Deposits. All Association funds shall be deposited to the credit of the Association in such banks, or other depositaries as the Board may select.
6.5 Loans. No loan shall be contracted on behalf of the Association and no negotiable paper shall be issued in its name unless authorized by the vote of the Board. When authorized by the Board to do so, any officer of the Association may affect loans and advances at any time for the Association from any bank, trust company, or other institution, or from any firm, corporation or individual. Such authority may be general or confined to specific instances.
6.6 Gifts. The Board may accept on behalf of the Association any contribution, gift, bequest or devise for any general, or for any special purpose.
6.7 Records. The Association shall keep, at the registered or principal office as well as any designated location, complete books of account, minutes of the proceedings of directors and committees having any authority of the Board, and a record with names and addresses of directors. All records may be inspected by any director, or the director’s agent or attorney for any proper purpose at any reasonable time.
6.8 Fiscal Year. The fiscal year of the Association shall end on June 30 of each year.
6.9 Immunity. The Association shall adhere to the provisions of N.J.S.A. 2A:53A-7 and N.J.S.A. 2A:53A7.1, as enacted by the Senate and General Assembly of New Jersey, extending immunity to the trustees, directors, officers, and members of non-profit corporations for any damages resulting from the performance of the duties of their office, as well as N.J.S.A. 15A:2-8(c) and 15A:3-4.
7.1 The method of distribution of assets on dissolution will be as follows:
On dissolution, after payment of all debts, no part of the remaining assets may be distributed to any trustee, member or officer of the corporation, but the remaining assets will be distributed to an entity voted upon by the Board of Trustees. for purposes of its ice hockey program provided it is exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code.
Distribution of Income
8.1 The Association will distribute its income for each taxable year at such time and in such manner as to not become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax laws.
8.2 The Association will not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue code of 1986, or corresponding provisions of any subsequent federal tax laws.
8.3 The Association will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue code, or corresponding provisions of any subsequent federal tax laws.
8.4 The Association shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue code, or corresponding provisions of any subsequent federal tax laws.
8.5 The Association shall not make any taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code, or corresponding provisions of any subsequent federal tax laws.
9.1 These Bylaws may be altered, amended, or repealed or new bylaws adopted by affirmative vote of a majority of the Board. Such action may be taken at any regular or special meeting of the Board for which notice of the proposed action shall have been given in accordance with the Bylaws.
Revised: January 20, 2017