AMENDED AND RESTATED BY-LAWS
OF
WILDCAT LACROSSE CLUB
(a Pennsylvania Non-Profit Corporation)
Adopted Effective as of March 2013
ARTICLE I
NAME. OFFICES AND FISCAL YEAR
SECTION 1.01.Formation; Name. The Corporation is formed and organized under, and governed by, the Pennsylvania Non-Profit Corporation Law of 1988, as amended (the “Act”). The name of the Corporation shall be “Coventry Youth Lacrosse Association, CYLA” (the “Corporation” or, sometimes, the “Club”). The Corporation may also conduct business under assumed or fictitious names as approved by the Board from time to time, including without limitation “COVENTRY YOUTH LACROSSE ASSOCIATION.”
SECTION 1.02.Registered Office. The registered office of the Corporation in Pennsylvania is c/o Unruh, Turner, Burke, Frees, 17 West Gay Street, West Chester, Pennsylvania, 19380. The Board may, by resolution, cause the address of the Corporation’s registered office to be changed and cause to be filed such amendments to the Articles of Incorporation or other forms with the Department of State in the manner provided by law for such purpose. Written notice of any change in the Registered Office shall be given to all Board members.
SECTION 1.03.Place of Business. The Corporation may have such places of business as the Board shall determine. Presently located at P.O. Box 58, Birchrunville, PA 19421.Notice of the address of all such offices shall be given to all Board members.
SECTION 1.04.Fiscal Year. The fiscal year of the Corporation shall begin on the first (1st) day of January in each year and end on the last day of December in each year, unless otherwise changed by the Board of Directors.
SECTION 1.05. Purposes; Tax Exempt Status. The Corporation has been organized exclusively for pleasure, athletic, recreation, and other non-profit purposes, and substantially all of its activities shall be for purposes described in, and permitted to be engaged in by organizations exempt from Federal Income Tax under, Section 501(c)(7) of the Internal Revenue Code of 1996, as amended (the “Code”) and the regulations thereunder. Without limiting such general purposes, the purpose of the Corporation is to organize, manage, and operate various youth lacrosse teams for boys and girls, known as the “CYLA,” that will provide children and young men and women with the opportunity to play the sport of Lacrosse in organized inter-club league competition, all of which is intended to support and promote the sport of lacrosse, as well as athleticism and sportsmanship, among young men and women in Northern Chester County and specifically within the territorial boundaries of the Owen J. Roberts School District.
The Corporation may engage in other activities incidental to such primary purposes, provided that such activities will not cause the Corporation to cease to be exempt from Federal Income Tax under Section 501(c)(7) of the Code.
ARTICLE II
ASSOCIATE MEMBERS; COACHES; PLAYER ELIGIBILITY; CONDUCT
SECTION 2.01.Membership. The Corporation is organized as a non-stock, non-profit corporation, without members. Accordingly, the Corporation shall be managed solely by or under the direction of its Board of Directors. Notwithstanding any provision of these By-Laws or of the Act to the contrary, no official corporate action of the Corporation shall require notice to, the presence of, or the vote, consent or other action by any members (as such term is used in the Act). The fact that the Corporation shall have no members (as such term is used in the Act) shall not be construed to limit the right of the Corporation to refer to persons associated with it, supporting it or participating in its activities as “members.” Such persons, whether referred to as “members,” “associates,” or by any other term, shall have only such rights and privileges (if any) as shall from time to time be set forth in these By Laws, or as set forth in policies adopted and approved by the Board.
SECTION 2.02.Associate Members. The Corporation shall have associates who may be referred to as “members” or as “associate members”, or by such other name as the Board may determine from time to time. Eligibility for such status shall be as determined by the Board from time to time; but until otherwise determined by resolution of the Board, the following criteria and minimum eligibility requirements shall apply:
(a) Generally, each associate-member must be the parent or legal guardian of at least one child who is an active lacrosse player on one of the Club’s lacrosse teams during the lacrosse season for that year, and shall have paid the applicable registration fee and other charges imposed as a condition of participation in such team(s) (except where such fee or other charges have been waived in whole or in part with the approval of the Board). Notwithstanding the preceding, each Board member, officer and the Chair and assistant Chair of any committee appointed by the Board, who otherwise satisfies the eligibility requirements for associate membership, shall also be an associate member whether or not he or she satisfies the eligibility requirements of the preceding sentence. Exceptions may be made at the board’s discretion.
(b) Such person or persons shall be at least 18 years of age.Exceptions may be made at the board’s discretion.
(c) Such person must reside, at the beginning of the membership term, within the territorial boundaries of the Owen J. Roberts School District, unless such requirement is waived by the Board.
SECTION 2.03.Term of Membership. The term of membership of an associate-member shall begin at the time of registration of the associate-member’s child in one of the Club’s lacrosse teams for the particular season, and shall continue up through the last day of the registration period for the next consecutive lacrosse season, ending on that date unless such member again registers at least one child as an active player in one of the Club’s lacrosse teams for the then-current season year and pays the applicable registration fee and other charges (unless waived, as aforesaid). The term of membership of an associate member who does not satisfy the requirements of the first sentence of Section 2.02(a) but who is an officer, director or the chair or assistant chair of a committee of the Board shall coincide with such person’s term of office. Notwithstanding the preceding, the Corporation reserves the right to terminate the membership of any associate member for any reason deemed appropriate by the Board. No person has any contractual or other legal right to be or continue to be an associate member.
SECTION 2.04. Rights and Privileges of Associate Members. Although the associate-members do not constitute “members” for purposes of the Act, associate-members may attend meetings of associate-members called by the Board or the President from time to time, and to vote on such matters as may be put to them by the Board, or as elsewhere provided in these By-Laws. Voting by associate members is advisory only, and is intended as a means of permitting those whose children participate in the Club or who are active in the management of the Club to express their views on certain matters that may be put before them. Although the Board may give proper and due consideration to the majority opinion expressed in such a vote, ultimately the Board may, in its discretion, reject any decision determined by the members. Whenever the Board or President elects to call a meeting of associate members, notice of the date, time, place and purpose of the meeting may be given in any manner, including without limitation (A) by electronic mail, (B) by posting such notice on the Club’s internet Web Site, or (C) by any other manner, without being limited to the manner of notices that may be required by the Act or these By Laws with respect to notices of meetings of the Board. Meetings of associate members shall be conducted by the President, or if he is unavailable, by another officer appointed by the Board, without the necessity of following formal rules of order. The Board may, but need not, establish a quorum requirement and other procedural rules for such meetings, but in the absence thereof all questions of procedure shall be conclusively determined or resolved by the officer presiding over the meeting.
SECTION 2.05.Player Eligibility. Generally, the Club’s lacrosse teams are open to all children of the appropriate age, residing within the Owen J. Roberts School District, or as permit by league regulations. Eligibility to participate in any Club lacrosse team is subject to the age limitations, space availability, and other supplemental criteria that the Board may establish from time to time, including appropriate health/physical clearance. The Corporation reserves the right to close registration at any time on or after the last scheduled registration date, or at any time when the anticipated capacity of a given Team is met, in order to allow appropriate time for planning for games, practice fields, and coaches. Participation in the Club’s teams shall be available without regard to race, religion, or ethnic background. All players must be current members of US Lacrosse for the entire CYLA lacrosse season.
SECTION 2.06.Teams and Player Selection.
(a)Boys U7, U9 and U11. Player selection for the U7, U9 and U11 teams will involve tryouts to identify the range of player skills in order to build balanced and equal teams. There will be no “A” or “B”teams. Additional teams may be added to the program.
Team sizes and the number of teams will be based upon the eligible membership pool of these age groups allowing for reasonable player participation.
(b)Boys U13, U15 and U18. Player selection for the U13, U15and U18 teams will involve a tryout for all players. At least one “A” team will be selected from the players as long as the number of prticipants allows for at least two teams. The “A” team will be selected using the guidelines developed by the board and the final selection will be approved by the board. All other players will participate in the “B” level team(s)..
Throughout the season, any player may be moved to either squad with the Agreement of the Head Coaches of both the “A” and “B” teams involved, subject to and in compliance with league rules.
The Board may elect to have two or more Varsity teams participate in league matches and other tournament events.
Team sizes and the number of teams will be based upon the eligible membership pool of these age groups allowing for reasonable player participation. Additional teams may be added to the program.
(c)Girls K-2nd and 3rd/ 4th grade. Player selection for these teams will involve tryouts to identify the range of player skills in order to build balanced and equal teams. There will be no Junior Varsity or Varsity programs. Additional teams may be added to the program.
Team sizes and the number of teams will be based upon the eligible membership pool of these age groups allowing for reasonable player participation.
(d)Girls 5th and 6th grade. Player selection for these teams will involve tryouts for all players. At least one “A” team will be selected from the players as long as the number of prticipants allows for at least two teams. The “A” team will be selected using the guidelines developed by the board and the final selection will be approved by the board. All other players will participate in the “B” level team(s).
Team sizes and the number of teams will be based upon the eligible membership pool of these age groups allowing for reasonable player participation.
SECTION 2.07.Personal Conduct; Sportsmanship. All players, parents, Coaches, personnel and other participants in the Club’s activities must conduct themselves in accordance with the Club’s “Code of Conduct,” which are provided to and to be signed by players and their parents at the time of registration. Failure to comply may result in dismissal from (or suspension of) all organizational responsibilities, removal from the team, ejection from games, prohibition of attendance at games or other Club events, and/or such other sanctions as the Board may determine are appropriate under the circumstances, in the Board’s sole discretion. The Board has adopted a “No Tolerance Policy” in its enforcement of the code of conduct and restrictions on non-personnel entering the field or bench area.All concerns should be submitted in writing to any board member.
Only the Board-approved coaching staff, and personnel approved by the Head Coach (e.g.. video, statistician, medical, etc.), may be on the field or in the bench area during games and practices. A parent may attend to a seriously injured child. Otherwise, all parents and guardians must remain in designated spectator areas.
Any conduct, which may be detrimental to the good of the Club shall be brought to the attention of the Board. The Board may revoke any membership or expel, remove or suspend any player by majority vote at any time if detrimental behavior is determined.
SECTION 2.08.Criminal and Child Abuse Background Check.All Club staff (coaches, board members, and those acting at the boards direction) who, in the fulfillment of their duties, come in contact with youth participating in the Club’s programs, must submit to and successfully pass an appropriate criminal Background Check, as approved by the board, once a year. TheBackground Check is to be composed of a Pennsylvania State Police Criminal Record Check and a Pennsylvania Child Abuse History Clearance.
Blank clearance forms will be made available online. The board will maintain a list of staff and the expiration dates of their clearances.
The results of all background checks will be held in the strictest confidence with access limited to the board
SECTION 2.09.Grievances Any grievances should be submitted, in writing to any board member. The board will review the complaint, and will then contact the member who submitted the grievance directly, with a coarse of action. The Board will be responsible for resolving all disputes, and its decision shall be final. If the grievance is submitted against a board member the board member in question will not be part of the grievance process.
SECTION 2.10.Coaches; Selection.
(a) Coaches for each team will consist of one (1) head coach and such number of assistant coaches as the Board may approve. Coaches will be selected on the basis of experience, temperament and other factors. Each of the Boys U7, U9, U11, U13, U15 and U18 teams, as well as the girls K-2nd, 3rd/4th and 5th/6th teams shall have a minimum of one coach and may have one or more assistant coach(es) each.
(b)Head coaches and assistant coaches must be a minimum of 18 years of age, except that student coaches may serve under the direct supervision of an adult coach. Coaches may be removed by the Board at any time by majority vote of the Board for any cause or conduct which the Board determines in its sole discretion is inappropriate, unlawful, or otherwise detrimental to the Corporation, the Club, or the League.
(c)The procedure for selecting coaches is as follows:Coaches applications will be made available to the members. Any member interested in coaching will fill out an application and return it to the Board by the deadline determine by the Board. The Board will then make their selections based on the field of applications. The decision of the Board is final.
(d) All coaches are expected to conform their behavior to the behavioral guidelines and Code of Conduct established by the Board for all members and players of the Club, as well as all League rules and regulations relating to conduct of coaching staff.
(e)Coaches may be paid for their services, and may be reimbursed for reasonable out-of-pocket costs and expenses incurred by them, subject to approval of the Board.
(f)Where any team breaks up into two or more teams with a varsity and one or more junior varsity sections, selection of junior varsity coaches will be held, as required, to facilitate staffing following registration.
(g)In the case of any vacancy of a head coach or an assistant coach position, the Board shall have the power to fill such vacancy by majority vote. The athletic director shall make recommendations for filling any such vacancy, subject to approval by a majority vote of the Board.
(h)If at any time it is necessary to remove or consider removal of a coach from his or her position, the President, or any other Board member, may call a special meeting of the Board to vote on such matter.
(i)All coaches must be current members of US Lacrosse for the entire CYLA lacrosse season.
ARTICLE III
NOTICES:WAIVERS: MEETINGS GENERALLY
SECTION 3.01.Manner of Giving Notice. Whenever written notice is required to be given to any person under the provisions of the Actor these By-Laws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by email.
SECTION 3.02.Notice of Meetings of Board of Directors.
(a)If the Board of Directors, by resolution, establishes a schedule of regular meetings, notice of a regular meeting of the Board of Directors need not be given. Notice of every special meeting of the Board of Directors shall be given to each Director by telephone or in writing at least 24 hours (in the case of notice by telephone, telecopier) or 48 hours (in the case of notice by telegraph, e-mail, courier service or express mail) or five days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Except as otherwise expressly provided herein, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in a notice of the meeting.