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The activities of the Corporation shall be managed by the Board of Trustees (hereinafter referred to as “the Board”). The Board shall consist of 10 Trustees. Trustees shall be elected by LNHA membership for a term of two years.
No Trustee may be elected for more than three successive terms of office.
If a Trustee’s participant leaves the program:
That Trustee must resign both as Trustee and any elected office held per Section 11.
Interim vacancies on the Board shall be appointed by a vote of the Board.
Trustees appointed by the Board shall serve until the next Annual Meeting of Members.
The Board of Trustees, by affirmative vote of two-thirds of all of the Trustees, may suspend or expel a Trustee for cause after an appropriate hearing.
Section 2. Nominating Committee
The President shall, with the advice and consent of the Board, appoint a nominating committee which shall consist of three Trustees whose terms are not expiring and four members who are not Trustees.
The nominating committee shall recommend to the Board the names of persons to be submitted for election as Trustees.
For an individual to be nominated, the individual must have at least one year of LNHA membership.
The Trustees shall be elected by the members at the Annual Meeting of Members.
Section 3. Membership in Association and Annual Meeting of Members
Every family of a participant in the program of the Association shall be a Member of the Association.
Each member family shall be entitled to one vote to be cast by the parents or guardians of the participant.
In the event that both parents of a participant wish to cast a vote, they may divide their vote in which case each parent shall cast one-half vote.
All voting must be in person or on-line (if available).
Voting by proxy shall be permitted where approved by a vote of the Board.
Only one vote shall be cast per family regardless of the number of participants.
The form of ballot shall permit the members to vote for the entire slate as recommended by the Nominating Committee, or for specific candidates, and shall permit write-in candidates.
Only members in good standing may vote. Members will be considered to be in good standing if they are current in all financial obligations to the Association and if, on that date, the family has an active participant in the program of the Association.
Only members in good standing may qualify for election to the Board of Trustees.
Members will be considered to be in good standing if they are current in all financial obligations to the Association.
The Annual Meeting of Members shall take place at least seven days before tryouts.
At the Annual Meeting, the members shall receive a report from the President on the activities of the Association and shall elect Trustees and conduct such other business as may be proposed by the Board for a vote of the membership.
Membership shall be determined as of January 1 of each calendar year.
A quorum shall consist of not less than five (5) percent of members in good standing of the Association for any action required or permitted to be taken by a vote of the members, except as otherwise required by law.
Section 4. Meetings of the Board
The Board shall have its annual meeting to elect its officers within ten (10) days following the Annual Meeting of Members.
Thereafter, the Board shall meet at least quarterly to adopt and monitor the budget for the program year, receive written reports from the Treasurer and to conduct its regular business.
Special meetings of the Board for any purpose or purposes may be called at any time by the President or by any four of the Trustees.
Such meetings shall be held upon not less than two days notice given personally or by telephone or email.
Such notice shall specify the time and place of the meeting.
Notice of a meeting need not be given to any Trustee who signs a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to such Trustee 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.
Action Without Meeting
The Board or any committee of the Board may act without a meeting if, prior or subsequent to such action, each Trustee or committee member shall consent in writing, via email, to such action.
Such written consent or consents shall be filed with the minutes of the meeting.
Meeting by Telephone
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 communications by which all persons participating in the meeting are able to hear each other.
A majority of the Trustees shall constitute a quorum of the Board for the transaction of business.
The act of the majority of the Trustees at a meeting at which a quorum is present shall be the act of the Board except that the act of a majority of the entire Board shall be required with respect to:
Any election of officers or Trustees
Any proposed amendment to these by-laws or the Certificate of Incorporation
The making of any grant or distribution of funds in excess of Five Hundred Dollars ($500.00).
Section 5. Committees of the Board
The Board, by resolution approved by a majority of the entire Board, may appoint (from among the Trustees) one or more committees (other than the nominating committee provided for in Section 2) of one or more members which may include persons who are not Trustees, provided that at least one member of each committee shall be a Trustee.
All actions of any committee shall be advisory, shall not bind the Board or the Corporation and shall be subject to Board approval, except that any committee of the Board, to the extent provided in the resolution, may have and may exercise the authority of the Board, except that no such committee shall:
Elect to appoint any officer or Trustee, or remove any officer or Trustee; or
Make any grants or distributions of funds otherwise than in accordance with funds allocated to the committee by Board resolution; or
Amend or repeal any resolution previously adopted by the Board.
The Board, by resolution adopted by a majority of the entire Board, may: fill any vacancy in such committee; appoint one or more persons to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members of a committee; abolish any such committee at its pleasure; or remove any members of such committee at any time, with or without cause.
A majority of such committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of such committee.
Each committee shall appoint from among its members a chairman unless the resolution of the Board establishing such committee designates the chairman, in which case, in the event of a vacancy in the chairmanship, the Board shall fill the vacancy.
Actions taken at a meeting of any such committee shall be kept in a record of its proceedings which shall be reported to the Board at its next meeting following such committee meeting, except that, when the meeting of the Board is held within two (2) days after the committee meeting, such report shall, if not made at the first meeting, be made to the Board at its second meeting following such committee meeting.
Section 6. Compensation:
Neither Trustees nor officers shall receive any fee, salary or remuneration of any kind for any services provided to the Lawrence Flames, provided, however, that Trustees and officers may be reimbursed for reasonable expenses incurred with approval of the Board upon presentation of vouchers. Neither Trustees nor officers shall accept any gift, payment or alternative compensation from any individual or organization doing business with the Lawrence Flames.
Section 7. Officers
At its annual meeting, the Board shall elect a president, a treasurer, a secretary, and such other officers as it shall deem necessary.
All officers shall be Trustees.
The Board may fill a vacancy in any office at any meeting of the Board.
No Trustee shall hold more than one office.
The Board, by resolution adopted by a majority of the entire Board, may remove any officer, with or without cause.
A Board member who resigns or is removed from Office must wait at least one term before seeking re-election.
The duties and authority of the officers shall be determined from time to time by the Board. Subject to any such determination, the officers shall have the following duties and authority:
The President shall be chief executive officer of the Corporation, shall have general charge and supervision over the responsibility for the affairs of the Corporation, and shall preside at all meetings of the Board.
Unless otherwise directed by the Board, all other officers shall be subject to the authority and the supervision of the President.
The President may enter into and execute in the name of the Corporation contracts or other instruments not in the regular course of business, which are authorized, either generally or specifically by the Board.
The President shall have the general powers and duties of management usually vested in the office of President of a corporation.
The President may delegate from time to time to any other officer, any or all of such duties and authority.
The Vice President, if elected, shall have such duties and possess such authority as may be delegated to the Vice President by the President.
The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep or cause to be kept regular books of account for the Corporation. The Treasurer shall perform such other duties and possess such other powers as are incident to the office or as shall be assigned by the President of the Board.
Assistant Treasurers, if elected, shall have such duties and possess such authority as may be delegated to them by the Treasurer.
The Secretary shall cause notices of all meetings to be served as prescribed in these By-laws and shall keep or cause to be kept the minutes of all meetings of the Board. The Secretary shall have charge of the seal of the Corporation and shall perform such other duties and possess such powers as are incident to the office or as shall be assigned by the president or the Board.
Assistant Secretaries, if elected, shall have such duties and possess such authority as may be delegated to them by the Secretary.
Section 8. Force and Effect of By-laws
These By-laws are subject to the provisions of the New Jersey Nonprofit Corporation Act and the Certificate of Incorporation as they may be amended from time to time.
If any provision in these By-laws is inconsistent with a provision in the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.
Section 9. Amendments to By-laws
These By-laws may be altered, amended or repealed only by a vote of the members upon recommendation by the Board.
Written notice of any such By-law change to be voted upon by the members shall be given not less than ten (10) days prior to the meeting of members at which such change shall be proposed.
Section 10. Notice to Members: Open Meetings:
The Secretary of the Board, the chairman of all committees, and the Treasurer of the Corporation shall publish notice of meetings, agenda, minutes and financial reports to the members in such a manner that members will be kept informed of the business of the Corporation and have a reasonable opportunity to participate or attend all meetings of the Board and of its committee, which meetings shall be open to the membership unless the Board or committee by vote of two-thirds of its members votes to conduct the meeting or any part thereof in executive in session.