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Bylaws – Keller Girls Lacrosse

Revised Fall 2017

 

 

Preamble

 

Keller Girls Lacrosse Association is a non-profit 501(C)(3) organization located in Keller, Texas.

Keller Girls Lacrosse seeks to develop student-athletes of character, integrity, skills, and confidence to succeed both on and off the field.  We exist to provide the girls of Keller and its surrounding cities an opportunity to participate in the growth and correct development of the sport of lacrosse.

 

 

Article 1 – Name

 

The name of the organization shall be the “Keller Girls Lacrosse,” hereinafter referred to as “KGL” or the “Club”.  The teams that play lacrosse as Members of Keller Girls Lacrosse will hereinafter be referred to as the “Team” or “Teams.”

 

Article 2 – Purpose

 

The purpose of the Keller Girls Lacrosse shall be to:

 

  1.   Establish and support a lacrosse team for the students in the Keller Independent School District (KISD) and neighboring areas who want to learn and participate in this sport. Our mission is to help promote and grow the sport of lacrosse in this area.
  2.   Develop leadership ability, promote social relationships, educate and foster team spirit among the athletes that comprise the “Teams.”
  3.  Provide financial support and assist the “Teams” through fund raising activities intended to defray the cost of equipment, uniforms, referees, liability insurance and other associated expenses.
  • These funds shall be used exclusively for the benefit of the “Team”. The Executive Board must approve all fund-raising activities.
  • No earnings or assets of the “Team” shall be distributed to its members, officers, or other private persons.
    1.  Cooperate with the Keller Independent School District, the Texas Girls High School Lacrosse League (TGHSLL) and the North Texas Youth Lacrosse League (NTYLL) in the pursuit of these objectives. Failure to meet the standards of KISD, the THSLL, or the NTYLL could result in the dissolution of the “Team”.
    2.  The Executive Board shall have the responsibility to appoint, hire, and dismiss the head coach and coaching staff. The Executive Board shall determine the appropriate compensation, if any, of each coach based on their experience and market conditions. Such compensations shall be included in the annual budget and approved by a simple majority of the members present.

 

Article 3 – Membership

 

3.1 No Management by Members

  • Management of the affairs of the Association shall be vested exclusively in the Executive Board and not in the Members. The preceding sentence shall not prohibit the Executive Board from delegating management duties to the Steering Committees; provided however, that the Executive Board remains responsible for the management of the Association.

3.2 General

  • Membership in Keller Girls Lacrosse shall be open to all players eligible to participate based upon Texas High School Lacrosse Association League guidelines, NTYLL guidelines as well as to parents or guardians of players, coaches and others interested in supporting the Teams. Those not residing in the KISD, but who are eligible in accordance with the TGHSLL or NTYLL eligibility rules may also participate with the “Team” “KGL”.  The “Team” “KGL” board will determine the number and types of teams.
  • Youth members shall be those non-adult (i.e., under 21 years of age) and shall not have voting rights.
  • Adult members shall have voting rights; one vote per family per youth member not to exceed two votes per family. Membership rights may be revoked, however, by a majority of the Board.

3.3 Dues

  • Membership dues to the Club shall be $5.00 per family (or such other amount as the Executive Board shall determine) payable as an integrated part of registration fees.
  • Coaches that do not have players on the team will be exempt from dues.
  • No member will be eligible to vote or hold office unless the dues of that member are paid in full and they are a member in good standing of the Club.
  • All playing members must have their payment of dues current or have made satisfactory arrangements with the Executive Board, and be members in good standing of the Team.

3.4   Disqualification

  • Any playing member or adult member may be prohibited from participating in any Club activities based on misconduct, other action inconsistent with the By-Laws or other good cause, in each case determined by the Executive Board.

3.5   Code of Conduct

  • All students and parents must sign a Code of Conduct, which will include the following:
  • Will abide by the KISD no pass, no play requirements and all other KISD eligibility requirements.
  • Will abide by the student code of conduct for extracurricular activities as published by KISD.
  • KISD student code of conduct for extracurricular activities will supersede all rules and regulations of the “Team” as it relates to player misconduct.

3.6   US Lacrosse Membership

  • All Playing Members must also have obtained their US Lacrosse membership for the current year pursuant to insurance regulations and may not participate with the organization until his/her US Lacrosse membership is verified.
  • It is the player/guardian’s responsibility to ensure membership is current and in place for the fall and spring seasons.  Failure to have a current membership will result in no participation in team activities.

3.7   Playing Time

  • KGL strives to follow US Lacrosse ADM, as we seek to develop interest, build fundamentals, encourage competition, and compete at a high level. 
  • The Head Coach of each team (age group) has game day authority regarding a player’s status, including playing time, position, and suspension and/or expulsion from the game. If this cannot be resolved at the team level, any concerns pertaining to this should be addressed to an Executive Board member and or the Executive Board. 
  • The Executive Board has final authority of a player’s continued participation after a suspension or expulsion.

 

Article 4 – Directors

 

4.1   Number

  • The Club shall be represented by an Executive Board consisting of seven members (“Directors”). Each member of the Executive Board will be responsible for directing a specific operation of the Club.
    1.   Elections
  • Executive Board members shall be elected by a majority of the Members present at the annual Club meeting (held prior to the new Club year). In the event a quorum of the membership is not present at the annual meeting the board will vote on the Executive Board. 
  • The Executive Board shall provide Club members with a list of candidates at least 15 days prior to the the meeting. For clarity, voting shall not be cumulative (i.e., Club members may not vote more than once for a Director).
  • In the event the nominee runs unopposed they will be approved by the board only.
    1.   Nominating Committee
  • Nominations for Executive Board positions will be taken from the membership prior to the new club year.  Any unfilled vacancy will be filled with nominations from the Executive Board.
    1.   Judges of Election
  • In advance of the annual Club meeting, the Board shall appoint one or more Judges of Election. No person who is a candidate for the Board shall act as a Judge. The Judges of Election shall:
    • Determine the number of Club members present at the annual Club meeting, if a quorum is not present the election will be determined by the Board of Directors.
    • Hear and determine all challenges and questions in any way arising in connection with the right to vote
    • Distribute, count and tabulate all votes
    • Determine the result and do such acts as may be proper to conduct the election or vote with fairness to all Club members. The Judges of Election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. The election results shall be announced to the Club membership.
    •   Terms
  • Directors shall be elected for a term of one year, commencing at the start of the Club’s next operational year (i.e., the June 1st following the annual Club meeting).
  • The term of any Director appointed by the Board shall expire at the end of the Club’s fiscal year.
    1.   Resignation, Removal and Vacancies
  • Any Director may resign at any time by delivering written notice to the President. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice. Any Director may be removed without cause, at any time, by a two-thirds majority of the entire Executive Board, at a regular or special meeting called for that purpose. Any Director under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place.

Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum and the Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any Director may make nominations to fill vacant directorships; however, it is recommended that the vacancy be filled with a candidate from the nomination process.

  1.   Compensation
  • Directors shall not receive any salaries or other compensation for their services, but, by resolution of the Executive Board, may be reimbursed for any actual expenses incurred in the performance of their duties for the Club, as long as majority of disinterested Directors approve the reimbursement. The Club shall not loan money or property to, or guarantee the obligation of, any Director.
    1.   Powers
  • The Executive Board shall be responsible for the overall governance of the Club and is vested with the management of the business and affairs of the Club, subject to the Texas Business Organizations Code, the Certificate of Formation, and these bylaws. The Board shall have the responsibility to appoint, hire and dismiss the head coaches and other coaches of any of its Teams.
    1.   Meetings, Quorum and Majority
  • Regular meetings of the Board shall be held each month, or more/less frequently as deemed necessary by the Board of Directors.

Special meetings may be called by the President or any two Directors. Except as otherwise provided in these Bylaws, a majority of the members of the Board shall constitute a quorum for the transaction of business at any Board meeting and the decision of a majority of Directors present at any duly-constituted Board meeting shall be the decision of the Executive Board. Directors may send a proxy to act/vote for them when they cannot attend a meeting. Any action required or permitted to be taken by the Executive Board under the Texas Non-Profit Corporation Act, the Certificate of Formation, and these Bylaws may be taken without a meeting, if a majority of Directors individually and collectively consent in writing, setting forth the action to be taken. Such written consent shall have the same force and effect as vote of the Executive Board.  In the event, there is not a quorum present or all matters requiring a quorum will be tabled until the next meeting.

 

Article 5-   Executive Board and Committees

 

  1.   Executive Board
  • The President, Vice President, Treasurer, Corresponding Secretary, Recording Secretary, High School Director, and Youth Director of the Club shall constitute the “Executive Board” The Executive Board shall have the authority to act on behalf of the Club in between regular meetings of the Board. The Executive Board must validate the actions of the Executive Board at its next meeting. Any such action not so validated will not be legally binding on the Club. The President shall act as chairperson of the Executive Board. A majority of the Executive Board shall constitute a quorum for the transaction of business, and all decisions shall be by majority vote of those present.
    1.   Steering Committees
  • The Club shall have Steering Committees, such number determined by the board, which shall assist the Executive Board in carrying out the management of the Club. Each Steering Committee shall be run by a Board Director. The Executive Board shall appoint the members of each committee. Each Steering Committee shall have at least one Director as members. Employees of the Club and members of the community may also be appointed to serve as committee members. Committees shall meet upon call of the Board Director or the Chair of the Committee, review the activities of the Club in the Committee's respective areas, and make recommendations to the Executive Board for the Board's final approval.

The Chair of each committee shall ensure that minutes of the committee meetings are taken and present a copy of the minutes to the Recording Secretary within the two weeks following the meeting. Committee meetings shall be open to all members of the Board.

  1.   Additional Committees
  • The Board of Directors may from time to time designate and appoint additional standing or temporary committees by majority vote of the Board of Directors. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors. The Directors may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Certificate of Formation and these bylaws.

 

 

 

 

Article 6 - Executive Committee - Officers

 

6.1   General

  • The elected officers shall consist of: President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, High School Director, and Youth Director. 
  • All elected officers shall be parents and/or guardians of current players, coaches or prior members who are in good standing with the Club.
  • A husband/wife team may jointly hold an office.
  • The responsibilities of such offices shall be as prescribed by the by-laws and the Executive Board.
  • No person shall hold more than one office at a time.

 

  1.   President
  • The President shall preside over all business meetings of the Board. He/she shall be an ex-officio member of all committees and shall represent the Club as necessary. The President shall have the authority to sign checks.  The president must have served one term on the board, or in a similar role in another organization prior to their term as President.
    1.   Vice President
  • The Vice-President shall assume all the duties of the President during his/her absence.  Will chair fundraising, sponsorship, and recruiting committees.
    1.   Recording Secretary
  • The Recording Secretary shall keep a record of all Board and Club meetings. The Recording Secretary manages the registration process and all associated records.
    1.   Corresponding Secretary
  • Corresponding Secretary shall be responsible for advertising, and internal and external communications.  Chairs social media, photography, and web content for each team.
    1.   Treasurer
  • The Treasurer shall be responsible for the recording of all incomes and expenditures. He/she shall write checks as necessary keep records of the membership of the Club; and keep records of student credits for participation. The Treasurer shall also be responsible for obtaining and maintaining any necessary tax exemptions essential to the operation of the Club. The Treasurer is responsible for preparing all required state and federal tax documents.
  • The Treasurer shall have prior account, bookkeeping, or Treasurer experience with a similar organization.
    1.   High School Director
  • The High School Director, with input from the Board and Coaches, will determine practice schedules, tournaments, and game schedules.  They will coordinate field setup and markings, Team Managers, uniforms, and volunteers to assist with game day support.  Will chair team dinners, Senior Night, letter jackets, and end of year banquet committees.
  • High School Director shall have at least one-year experience on a KGL Steering Committee, or have served in a similar role in another organization with managing team activities, and scheduling.

 

  1.   Youth Director
  • The Youth Director, with input from the Board and Coaches, will determine practice schedules, tournaments, and game schedules.  They will coordinate field setup and markings, Team Managers, uniforms, and volunteers to assist with game day support.  Will chair end of year team party committees.
  • The Youth Director shall have at least one year experience on a KGL Steering Committee, or have served in a similar role in another organization with managing team activities, and scheduling.

 

 

Article 7 - Annual Budget and Financial Matters

 

7.1   Club Funds

  • All fund-raising activities must be approved by the Executive Board. All funds collected or received by the Club shall be used exclusively for the benefit of the Teams and the Club. Notwithstanding the foregoing, the Club may make a limited number of grants to qualified organizations subject to the following conditions:
    • the amount of any single grant does not exceed $2,500
    • the total amount of grants made in any year does not exceed $100,000
    • the grant is approved by unanimous vote of the Executive Board and disclosed to Club members
    • the grant recipient is a qualified 501(c)(3) organization, and the grant has reasonably been determined by the Board to be in furtherance of the Club’s mission and permitted purposes
    • and the grant is in compliance with all other legal requirements including those applicable to the Club as a qualified 501(c)(3) organization. In the case of financial hardship of a Team player, a portion of the registration fee can be waived, or equipment can be loaned or given to the player for that season. The decision as to whether to loan or give such amounts will be determined in accordance with guidelines approved by the Board.
    •   Fiscal Year
  • The fiscal year of the Club shall be from June 1 to May 31.
    1.   Budget
  • A budget shall be developed with the input of the President, Treasurer and/or any other source solicited by the Executive Board.
    1.   Individual Expenditures and Commitments
  • All expenditures exceeding one thousand dollars ($1000.00) that have not already approved in the annual budget must be approved by the Executive Board. Checks issued for all expenditures over $1,000.00 (1 signature, email correspondence) require two signatures. Directors with check signatory authority include the President, Vice President, and Treasurer. All contracts for potential expenditures in excess of the above limits shall be approved by the Executive Board.
    1.   Bank Accounts
  • All Club funds shall be deposited upon receipt in such bank accounts as the Executive Board shall designate.

 

 

  1.   Audits
  • At the end of the fiscal year, an audit of the Club’s financial records shall be performed by an Audit Committee consisting of at least two (2) individuals designated by the Executive Board who are not involved in the day-to-day financial activities of the Club. The primary objective of the audit shall be to:
    • Verify the accuracy of the Treasurer’s financial reports
    • Ensure that the Club’s cash balances are accurate
    • Determine that established procedures for handling funds have been allowed
    • Ensure that expenditures occurred in a manner consistent with the Club’s bylaws
    • Ensure that all revenues have been appropriately received and recorded.

A final report to the general membership of the Club is required.

 

Article 8 – Coaches

 

8.1   Background Checks

  • All coaches shall complete a Volunteer Background Check form as required for all volunteers of the Keller Independent School District.
  • The Executive Board shall determine the appropriate compensation, if any, of each coach based upon their experience and market conditions. Such compensation shall be included in the annual budget and approved by two-thirds vote of the Executive Board.
    1.   Head Varsity Coach
  • The Varsity Girls head coach shall be responsible for coaching and managing his or her Team to include developing a schedule with by collaboration with fields committee and overall schedule. It is the responsibility of the head coach to appoint or accept volunteers for assistant coaches.
  • Player Status - The head coach of each Team has the final authority regarding a player’s status including playing time, position, classification (e.g., varsity vs. junior varsity or other team level), active vs. inactive, suspension and/or expulsion. A parent may appeal the head coach’s decision regarding any suspension over one week or expulsion.
    • To appeal the decision, the appeal must be in writing, and submitted to the persons designated by the Executive Board in accordance with a formal appeal process defined by the Executive Board. Any such appeals shall be addressed in accordance with that process. A parent may appeal that decision by a written appeal addressed to the Executive Board and mailed or delivered to the President.
    • Appeals will be addressed at the next regularly-scheduled meeting of the Executive Board, unless at the option of the President, the next meeting is too far off, in which case, the President may call a special meeting upon three days’ notice. Final resolution shall be the decision of the majority vote of the Executive Board. If a member of the Executive Board is the party appealing the head coach’s decision, that member shall not attend the portion of the meeting to discuss the appeal, nor shall that member have a vote

 

Article 9- Amendments

 

  1.   Amendments
  • The Executive Board may amend or repeal these Bylaws, or adopt new Bylaws, unless the Articles of Texas Nonprofit Corporation Law limit such powers.

 

Article 10- Dissolution of the “Team”

 

Upon formal dissolution of the KGL, the net assets of KGL shall be distributed to the KISD Athletic General Fund.

 

 

Article 11 – Indemnification and Insurance

 

11.1   Indemnification

  • The Association shall have the full power to indemnify and advance expenses pursuant to the provisions of Texas Nonprofit Corporation Law to any person entitled to indemnification under the provisions thereof.

11.2   Insurance

  • The Association may purchase and maintain insurance on behalf of any person who is or was a Member, Director, Officer, employee, or agent of the Association against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the Association would have the power to indemnify him or her against that liability. In the absence of fraud, the judgment of the Executive Board as to the terms and conditions of the insurance and the identity of the insurer shall be conclusive and the insurance shall not be voidable and shall not subject the Directors approving the insurance or arrangement to liability, on any ground, regardless of whether Directors participating in the approval are beneficiaries of the insurance or arrangement.