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By-Laws of the Mainland Youth Lacrosse Club

January 2016

ARTICLE 1

SECTION 1. NAME & CORPORATE STATUS

The organization shall be named the Mainland Youth Lacrosse Club, hereinafter referred to as the “MYLC” as a Non-Profit Public Benefit New Jersey Corporation.

SECTION 2. PRINCIPAL OFFICE & COMPOSITION

The principal office of the MYLC for the transaction of its business is located in Atlantic County. The MYLC is managed by a volunteer Board of Directors.  The Board of Directors are Officers of the MYLC.

SECTION 3.  MYLC BOARD OF DIRECTORS

The Board of Directors of the MYLC are (1) President, (2) Vice-president (3) Recording /Corresponding Secretary, (4) Treasurer, (5) Boys Lacrosse Coordinator (6) Girls Lacrosse Coordinator (7) Northfield At Large Member, (8) Linwood At Large Member and (9) Somers Point At Large Member.

The Board of Directors shall be elected by a vote of eligible members of the organization as defined in Article 3 herein.

The election of the Board of Directors shall take place at the 1st meeting of each calendar year, as close as is practicable to January 1 of the new year.

The term of each member of the Board shall be for one (1) year.

SECTION 4.  RESIDENCY REQUIREMENT

All members of the Board of Directors will reside in either Somers Point, or Linwood, or Northfield. 

An exception to this residency requirement may be made by a majority vote of the eligible members of the organization, provided the individual seeking a position on the Board of Directors is a voting member of the organization in good standing pursuant to ARTICLE 3, SECTION 3 (i.e. parent or legal guardian of a registered player). 

Each community will be represented by at least one and no more than four members of the Board of Directors.

ARTICLE 2. OBJECTIVES, PURPOSE AND AFFILIATION

SECTION 1. OBJECTIVES AND PURPOSE

The following are the broad objectives of the MYLC. (1) To serve the best interests of the players in organizing, developing, expanding and promoting the sport of lacrosse at the youth, girls and boy’s level through elementary and middle schools in Somers Point, Linwood and Northfield.  (2) To communicate lacrosse events to our membership and the surrounding communities.  (3) To encourage all members, players and spectators in the MYLC to follow the published code of conduct.  (4) To solicit moral and financial support from interested individuals and organizations.  

SECTION 2: US LACROSSE AFFILIATION.

The MYLC shall be a member of US Lacrosse.  Each player and coach shall be a registered member of US Lacrosse.

ARTICLE 3: MEMBERS

SECTION 1. DETERMINATION OF MEMBERS

The MYLC shall have two classes of members; voting and non-voting. The designation of such class and qualifications and rights of the members of such class shall be as provided in this Article 3.

SECTION 2. QUALIFICATION OF MEMBERS

The members of the MYLC shall be the parent or legal guardian of registered players.

SECTION 3. VOTING RIGHTS

The MYLC Board of Directors has broad voting rights on ALL MATTERS presented to the MYLC. Each Director has (1) one vote. Passage of any motion requires an affirmative vote of a majority of votes from its Board of Directors. Electronic voting and telephone conferencing is permissible.

The voting members of the MYLC shall elect the Board of Directors.

Voting members shall be those parents of registered players in good standing.  The phrase “good standing” shall mean that all registration payments and obligations are current for each registered player.   In cases where both parents of a registered player meet the qualifications above, each parent shall have the right to vote.

SECTION 4: REGULAR MEETINGS

The members of the MYLC shall hold regular meetings, the time and place for these meetings will be determined by the Board of Directors but in no case be less frequent than once monthly.

ARTICLE 4. BOARD OF DIRECTORS’ RESPONSIBILITIES

SECTION 1:  NUMBER AND ELECTION

The MYLC shall have no less than five (5) and no more than eleven (11) Board of Directors.  The number may be changed by amendment of these Bylaws, or by repeal of these Bylaws and adoption of new Bylaws, as provided in these Bylaws. The Board of Directors is elected by a vote of all voting members of the MYLC. Once elected, a member of the Board of Directors can be removed from office by a vote of two thirds of the full Board pursuant to the requirements of Section 16.

SECTION 2:  POWERS

Subject to the provisions of the New Jersey Nonprofit Public Benefit Corporation law, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors of the MYLC.  

SECTION 3:  DUTIES OF THE PRESIDENT

It shall be the duty of the President of the MYLC to:

(a) To manage all affairs of the MYLC; financially, operationally and administratively. 

(b)   Perform any and all duties imposed on him/her collectively or individually by law, by the Articles of Incorporation of this corporation, or these Bylaws; may include the preparation and maintenance of correspondence.

(c)   To raise funds that the Officers of the MYLC deems reasonably necessary for the operations of the corporation.

(d)   Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly.

(f)    Manage necessary business meetings of the corporation and such other business as may be referred to it by the corporation.

(g)   Authorize the payment of routine organizational bills within the limits of the budget adopted by the corporation, and authorize the payment of other bills. Such action shall be ratified at the next corporation meeting and must be recorded in the corporation minutes.

(h) Manage the MYLC website.

(i)  Complete and distribute minutes of Board meetings and all formal government and state documents as required.

(j)  Appoint committees as needed.

The President may delegate the duties identified above, to the extent permissible by law, the Articles of Incorporation and these By-Laws, to other members of the Board of Directors as he or she deems appropriate.

SECTION 4.  DUTIES OF THE TREASURER

It shall be the duty of the Treasurer to: 

  1. Maintain custody of the funds of the organization and shall keep or cause to be kept regular books of account for the corporation. 

 

  1. Manage all MYLC financial matters in an ethical and sound manner, maintain financial records of receipts and disbursements, prepare and review with the Board all budgets and any other financial matters affecting this organization and its Board of Directors.

 

  1. Perform such other duties and possess such other powers as are incident to the office or as shall be assigned to him by the President or the Board.

SECTION 5: COMPENSATION

No member of the Board of Directors shall receive a fee, salary or remuneration of any kind for his/her services as a Director.  The corporation may, however, reimburse officers for reasonable expenses incurred by them, provided such expenses have been pre-approved by the Board of Directors.

SECTION 6: REGULAR MEETINGS

The Board of Directors shall meet at a time and place determined by the President and agreed upon by a majority of the Board of Directors.  During the Lacrosse season, the regular meetings will be scheduled at least once a month.  At other times, regular meetings shall be set as determined by the President and agreed upon by a majority of the Board of Directors, but in no case shall be less frequent than once every three (3) months.

SECTION 6: SPECIAL BOARD OF DIRECTORS MEETINGS

Special meetings of the Board of Directors may be called by the President or any two Directors, and such meetings shall be held at the place as designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the MYLC.  

SECTION 7: NOTICE OF THE BOARD OF DIRECTORS MEETINGS

Notice of regular meetings will be given to all members of the organization no less than five (5) days prior to the meeting date. Notice of special meetings will be given to all members of the organization no less than 24 hours prior to the meeting time.  

Special meetings shall be held upon notice by first-class mail or delivered personally or by telephone or electronic mail. If sent by mail or electronic mail, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the electronic mail. Such notices shall be addressed to each Director at his or her address as shown on the books of the corporation. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.  

SECTION 8: QUORUM FOR MEETINGS

A quorum shall consist of a majority of the Board of Directors; but if less than a majority of the Board of Directors is present at said meeting, a majority of the Board of Directors present at that time may adjourn the meeting without further notice.

 SECTION 9: MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

SECTION 10: CONDUCT OF MEETINGS

Meetings shall be managed by the President in a casual setting and informal procedure. Rules of order shall be adhered to consistent with these Bylaws, with the Articles of Incorporation of this corporation, and Roberts Rules of Order.  

SECTION 11: VACANCIES

Vacancies on the Board of Directors shall be filled by a majority vote of the remaining Board of Directors on Motion made by a member of the current Board of Directors as a soon as possible after the vacancy arises. A person elected to fill a vacancy as provided by this Section shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office. 

SECTION 12: NON-LIABILITY OF MYLC BOARD MEMBERS & OFFICERS

Any Officer of the MYLC (Board member or Team Representative) shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 13:  INSURANCE FOR CORPORATE AGENTS

The Board of Directors must be registered members of US Lacrosse and adopt a resolution authorizing the purchase and maintenance of insurance on behalf of the corporation (including a Director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the Director or Officer in such capacity or arising out of the Director and Officers’ status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of the New Jersey Nonprofit Public Benefit Corporation Law. 

SECTION 15:  REMOVAL OF DIRECTORS

The Board of Directors may remove any Director by two-thirds (2/3) vote of the Board, either with or without cause, at any time.  Such vote shall take place at a designated meeting.  The Member in question shall receive 48 hours notice of the intent to be removed. The notice shall specify the cause, if any, for such removal. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice. The members will be notified if the Board of Directors removes a Director.  In the event a Director is removed for cause or without cause the Director shall also be removed from any officer positions held at that time.

ARTICLE 5: COMMITTEES

The Board of Directors may create standing committees to assist in accomplishing the goals of the organization. 

  1. The creation of a standing committee shall be by Motion of a member of the Board of Directors and a majority vote of the Board;
  2. The committee shall consist of no more than 5 members, one of which must be a member of the Board of Directors;
  3. Committee members shall be appointed by the President of the Board of Directors, with the advise and consent of the Board of Directors;
  4. All members of the organization are eligible for committee membership;
  5. Non-members of the organization, with specific expertise in accomplishing the purposes of the committee, are also eligible for committee membership;
  6. The committees shall be “advisory” in nature, reporting only to the Board as the committee’s recommendation for action or inaction; and
  7. The committee is not capable of action and cannot bind the Board of Directors or organization in any way.

ARTICLE 6:  FINANCIAL ISSUES

SECTION 1: EXECUTION OF DEPOSITS, FUNDS, INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2: CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned, by the President of the corporation, or by the Vice President and countersigned by the Secretary.

SECTION 3: DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, or other financial institutions as the Board may select.

SECTION 4: GIFTS

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

SECTION 5: PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.

ARTICLE 7:  MAINTENANCE OF RECORDS, BYLAWS, AMENDMENT, RULES.

SECTION 1: MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporations may be inspected by any Board member or his agent or attorney, for any proper purpose at any reasonable time.

SECTION 2: AMENDMENT 

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority vote of the Board of Directors present at any regular meeting or at any special meeting. 

SECTION 3: STANDING RULES

Standing rules may be adopted by a majority vote, of the membership, at any meeting. Amendments to standing rules require two-thirds (2/3) vote of the membership, without previous notice or a majority vote with such notice of the proposed change. Standing rules should be procedural rather than parliamentary and may not conflict with the bylaws. At the beginning of his/her term of office, each member of the Board of Directors shall be given a copy of these bylaws, and standing rules (if any), and shall be responsible for making a thorough study of them. A copy of these bylaws shall be published on the organization’s website for all members to access.