Coginchaug Basketball Club, Llc

OPERATING AGREEMENT OF

COGINCHAUG BASKETBALL CLUB, LLC

Dated as of January 28, 2014

1

TABLE OF EXHIBITS

EXHIBIT A.Articles of Organization

EXHIBIT B.The Member’s Contribution to the LLC

1

OPERATING AGREEMENT OF

COGINGHAUG BASKETBALL CLUB, LLC

DATE OF AGREEMENT; PARTIES

This “Agreement,” dated as of February 3, 2014 is among the following parties:

Jennifer C. Zettergren, Stacey Durand, Anastasia Jameson, Rachel Kurek, Scott Penney, Christian Moore, Patricia Cade, Jeffrey Grenier, Michael Copeland, and Richard Saks(the “Members”), individuals, residents of the State of Connecticut, residing in Durham or Middlefield respectively;

COGINCHAUG BASKETBALL CLUB, LLC (the “LLC”), a limited liability company formed and existing under the law of the State of Connecticut, with its principal place of business at 500 Powder Hill Road, Durham, Connecticut. Hereinafter, the LLC may also be referred to as the “CBC.”

BACKGROUND

On July 10, 2013, the Members voted, with unanimous approval from its Board of Directors, to change the name of the Durham Girls Basketball Club, LLC to the Coginchaug Basketball Club, LLC (hereinafter, the “CBC”). The CBC is governed by a Board of Directors (the “Board”),which include the Members above.

On August 13, 2013, the Memberscaused the LLC’s amended articles of organization (the “Articles”) to be filed with the Secretary of State of the State of Connecticut, and on September11, 2013the LLC was amended under the Connecticut Limited Liability Act, Chapter 613 of the Connecticut General Statutes as it may thereafter be amended (the “LLC Act”). A copy of the Articles is attached as Exhibit A.

This Agreement confirms the agreement among the parties concerning the LLC’s business and internal affairs, including the rights and duties of the parties involved, which encompass board members, coaches and parents of players. In addition, player and team rules are set forth herein.

TERMS AND CONDITIONS

Intending to be legally bound, the parties agree as follows:

Section 1PRELIMINARY PROVISIONS

1.1Effective Date of Agreement

The effective date of this Agreement (the “Effective Date”) shall be the date on which the last of the parties signing and dating it shall have done so.

1.2LLC’s Name, Purpose, Etc.

The LLC’s name, purpose, registered agent, registered office, duration and form of management shall be as set forth in the Articles.

1.3LLC’s Principal Place of Business

The LLC’s principal place of business shall be as set forth above. The Members or Successor Members of the LLC may change the LLC’s principal place of business from time to time upon Board approval.

1.4Reservation of Management of LLC to Board of directors; Appointment of Initial Members

The management of the LLC shall be reserved to theBoard of Directors of the CBC. The Members shall be part of the Board.

1.5Limited Liability of Members of the Board

The Members of the Board shall not be personally obligated to any third party for any debt, obligation or liability of the LLC solely by reason of being a Member.

1.6Mission

The mission of the CBC is to provide a competitive level of basketball within the towns of Durham and Middlefield and to provide a positive basketball experience for its players. The CBC will promote the development of coaching and individual player skills. The CBC will emphasize positive sportsmanship, the importance of teamwork, and the value of scholastic performance off the court.

The CBC will strive to:

1. take all steps necessary to regulate and govern basketball within the CBC including raising funds to support activities of the CBC by collection of dues, sale of merchandise, conduct of competitions, promotional events, camps, clinics, educational programs, and any other lawful means;
2. maintain appropriate standards of basketball skill and proficiency while encouraging academic excellence;
3. prescribe policies, rules and regulations for competitions, exhibitions, contests, coaches standards, ethical standards, codes of conduct, and parental involvement;
4. provide an equal opportunity to eligible athletes, coaches, team managers, administrators, and officials to participate in competition, practices and activities without discrimination on the basis of race, color, religion, age, gender or national origin, and with fair notice and an opportunity for a hearing to any eligible athlete, coach, manager, administrator or official before declaring such individual ineligible to participate;
5. select members of the Board of Directors without discrimination on the basis of race, color, religion, gender or national origin;
6. ensure that the foregoing objectives are within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as from time to time amended, and that the activities of the Association, both direct and indirect, are exclusively in furtherance of these objectives.

1.7Taxation of LLC

It is the Association’s intention that it shall be operated as an educational and charitable company that is non-profit. No part of the Association’s income is to be distributed to its members or officers and the Association shall not have or issue stock or dividends. All real and personal property acquired or transferred to the Association, unless sold, leased transferred or disposed of in a manner consistent with the purposes of the Association, shall be held in perpetuity for educational and charitable purposes.

The LLC shall file annually Form 990-N. Copies of this Form 990-N as submitted to the Internal Revenue Service and proof of its acceptance by the Internal Revenue Service shall be attached to this Agreement as exhibits.

1.8Player eligibility

Players shall be eligible to try out for the CBC if he or she is a resident of the town of Durham or Middlefield, CT. The CBC may accept non-resident players upon review of extenuating circumstances and may only grant permission upon receipt of approval from the league in which it participates. Extenuating circumstances may include, but shall not be limited to, accepting a non-resident player from a town without a basketball association or an association that does not offer a suitable age or gender appropriate league in which to play. The decision to accept any non-resident playershallbe by majority vote of the Board of Directors.

1.9LLC’s Annual Accounting Period

The LLC’s annual accounting period for financial and tax purposes shall be the calendar year.

1.10LLC’s Method of Accounting

The LLC shall use the cash method of accounting to compute its taxable income.

1.11Effect of LLC Act

Except as otherwise provided in this Agreement or by law, the business and internal affairs of the LLC shall be governed by the LLC Act as in effect on the Effective Date.

1.12Relation of Agreement to Articles

If there is any conflict between the provisions of this Agreement and those of the Articles, the provisions of the Articles shall prevail.

1.13 Quorum

A Quorum shall be defined as a simple majority of the Board of Directors.

Section 2Member’S CONTRIBUTION TO THE LLC

2.1The Member’s Contribution

There shall be no contribution of cash and non-cash property to the LLC in exchange for its Membership and the figure of 0 shall be set forth in the attached Exhibit B.

2.2No Duty to Make Additional Contribution

The Members shall have no duty to make any contribution to the LLC except as provided in Section 2.1 of this Agreement, and no cash or noncash property of any person shall be deemed to be a contribution to the LLC unless specifically recorded as such in the LLC’s records.

Section 3ALLOCATIONS AND DISTRIBUTIONS OF LLC PROFITS

There shall be no allocations of LLC profits and losses or distributions of LLC profits and other LLC assets to the Members.

Section 4LLC MANAGEMENT

4.1Officers

TheBoard shall have the exclusive right to make decisions relating to the management of the LLC. The Board shall have sole authority to establish policies, rules and regulations for the CBC. The Board shall be made up of the following positions with the stated duties:

a.President. The President shall be responsible for presiding over regularly scheduled meetings of the CBC, including preparing an agenda, and shall be the officer in charge of carrying out the policies approved by the Board. The President may delegate responsibility to another officer. The President is the Chief Executive Officer and may exercise all duties and powers of the Board of Directors only in the case of special emergency when a vote of the Board of Directors cannot be obtained, and he/she shall in a reasonable amount of time report in writing any actions taken in the exercise of this emergency power to the members of the Board.

b.Vice-President. The Vice-President shall oversee the registration of all players and coaches within the CBC. He/she shall be responsible for maintaining a current roster of each team. The Vice-President shall assume the powers of the President in his/her absence. The Vice-President shall coordinate and organize regular season CBC games. He/she shall be the primary point of contact between the CBC and the current affiliated basketball league of the CBC (the “League”). The Vice-Presidentshall attend League meetings. He/she shall cast his/her vote at League meetings and report League business back to the Board. The Vice-President shall inform coaches of tournament opportunities and assist with scheduling “friendly” games.

c.Treasurer. The Treasurer shall have charge of all monies of the CBC and shall keep a detailed account of income and expenses of the CBC. He/she shall be responsible for collection and payment of all monies involving CBC sponsored activities. The Treasurer shall submit a statement of financial condition at each regularly scheduled meeting, including copies of all monthly bank statements if requested. He/she shall have the authority to sign CBC checks. The Treasurer may bond him/herself. The cost of the bond will be paid for by the CBC. The Treasurer shall serve as chair of the fundraising committee. The Treasurer shall be responsible for filing yearly paperwork with the Secretary of State and IRS.

d.Secretary. The Secretary shall record all business transactions, maintain records including minutes of the meetings, have charge of all properties, attend to correspondence and update rule changes as required of the CBC.

e.Director of Coaches. There shall be up to two Directors of Coaches who shall work together to oversee the coaches of the CBC. The Directors shall be responsible for recommending coaches to the board of directors for approval, enforcing CBC policies as they are related to coaches, administering coaches meetings at the beginning and end of the season, maintaining supplies for the coaches, and providing coaches with fundamental drills and clinics.

f.Director of Referees- The Director of Referees shall schedule referees for regular season home games and hosted tournaments. The Director of Referees shall confirm all games with referees and shall be responsible for confirming fees at the beginning of each season. The Director of Referees shall ensure that payment of referee fees is handled in a timely manner.

g.Director of Publicity-The Director of Publicity shall notify local media of CBC events, maintain a Facebook page for the CBC, and update and maintain the CBC website and any other appropriate and Board approved forms of social media. The Director of Publicity shall assist the nominating committee in accordance with the procedures of paragraph 11 of this Agreement.

h.Director of Practices-The Director of Practices shall develop team practice schedules. The Director of Practices is responsible for submitting a proposal to the Board regarding gym costs for the season and shall act as liaison for all sites used by the Board, including procuring contracts for all practice and games sites. The Director of Practices shall work with the Directors of Coaches to assign time slots to each team. The Director of Practices shall be responsible for scheduling gym time for practices within the school district or other suitable venues according to the policies and rules in place at the time.

i.Player Relations Director-The Player Relations Director shall coordinate game day activities such as concessions, music, announcements and related duties. The Player Relations Director shall arrange for each team to have a “Team Manager” if requested by the coach. The Player Relations Director shall serve as head of the Grievance Committee.

j.At-large Board Member -The At-large Board Member(s) shall provide guidance to the Board and participate in Board meetings.

4.2 Board Responsibilities

The Board shall possess all powers and duties necessary or desirable for the management of the affairs of the LLC. The Board shall have the power to:

a.formulate, prescribe, alter and amend this Agreement, policies, and rules and regulations of the CBC for its governance.

b.impose and enforce penalties for any violation of this Agreement, policies, and rules and regulations of the CBC.

c.fill vacancies on the Board, establish and collect fees and funds of the CBC and direct expenditures of monies.

d.interpret, define and explain all of the provisions of this Agreement, policies, and rules and regulations of the CBC.

e.call any Special Meeting of the CBC and fix the time and place of such meeting, subject to Roberts Rule of Orders.

f.receive a copy of the CBC financial statements (balance sheets and operating statement) and/or proposed operating budget prior to a scheduled meeting. The Board shall approve the proposed operating budget.

g.appoint team managers and chairpersons.

h.maintain membership in a basketball league if so desired.

i.Approve the rosters submitted by each coach.

4.3 Signing of Contracts, Etc.

The President shall have the exclusive right, power and authority to sign contracts on behalf of the LLC and otherwise to bind the LLC with third parties.

4.4Terms

The President, Vice-President, Treasurer, Secretary and Directors shall serve two-year terms. Each officer may hold office for no more than five (5) consecutive terms, except by vote of two-thirds of the voting members of the Board of Directors present in person at an annual meeting of the Board at which they are elected.

4.5Method of Appointing and Removing Members

The Membersmay, without liability, remove a Member (or, in the event of the Member’s death or disability, the Member’s personal representative) for justifiable cause.

4.6Member Resignation

A member may, without liability, resign as Member of the LLC at any time for any reason.

4.7Member Compensation, Etc.

The LLC shall not compensate any Memberfor his/her services to the LLC under this Agreement.

4.8Fiduciary Duties and Liabilities of Members

In performing his/hermanagement duties under this Agreement, the Members shall avoid gross negligence and willful misconduct.

SECTION 5. GRIEVANCES AND DISPUTES

There shall be a formal process to resolve disputes between parents and coaches. Step-by-step procedures should be followed to attempt to resolve a dispute equitably:

a.The coach must always be the first contact with any problem. The parent should be as specific and objective as possible about the issue(s).

b.The coach has three (3) days to respond to the parent’s written communication. Copies of the complaint and the coach’s response should be forwarded to the Directors of Player Relations immediately. If the parent is not satisfied with the coach’s response, he/shemay submit a grievance to the Director of Player Relations. The Director of Player Relations will select three (3) non-conflicting Board members who will constitute the Grievance Committee and the Directors of Player Relations shall serve as chair of the Grievance Committee.

c.The Grievance Committee shall review the grievance within three (3) business days of receipt thereof and must produce a copy of the grievance to the coach who is the subject of the grievance before any other steps are taken. The Grievance Committee may develop a record of communication and may wish to interview other parties to acquire information. The Grievance Committee shall decide if there will be an in person hearing with oral testimony or if they will collect written information and responses to make a determination on the merits. If a hearing is deemed necessary, the hearing shall be in a format determined by the Directors of Coaching. The Grievance Committee will make a decision as soon as possible using their best efforts to address the situation in a timely manner but must respond within ten (10) days of the initial filing of the grievance. The decision will be communicated in writing to both parties and a copy shall be kept on file with the Board. The Grievance Committee’s decision shall be final and binding.

SECTION 6. Coaches and Coaching Guidelines

CBC coaches for the fifth grade or other vacant positions will be approved by the Board after recommendation by the Director(s) of Coaching. Coaches may be removed only by majority vote of the Board. Coaches will be reappointed each year unless there is just cause to dismiss a coach from his/her current placement. Qualifications to be considered for a coaching position include:

a.relevant basketball experience;

b.communication, organizational and motivational skills;

c.ability to demonstrate and promote sportsmanship and teamwork;