PYH BY-LAWS

Parkway Youth Hockey, Inc. Bylaws

1. Name. The name of the corporation is Parkway Youth Hockey, Inc. (the “Corporation”).
2. Purpose. The purpose of the Corporation is to maintain and run a hockey program open to and inclusive of all interested youth of the Parkway area. The youth hockey program is to teach and develop hockey skills, at all times emphasizing the importance of sportsmanship, fair play, teamwork and responsibility in the overall context of having fun.
3. Voting. Voting membership is limited to parents and guardians of participants in the program and volunteers in the program who are at least 18 years of age, subject to the following:
4. One parent or guardian from each family with children participating in the Corporation may vote in corporate elections so long as fees owed to the Corporation by the family have been paid in full or have been excused due to financial hardship in accordance with Section 10 hereof.
5. Each volunteer over the age of 18 who performs a minimum of 20 hours of service for the benefit of the Corporation may vote in corporate elections. Determinations of volunteer status shall be made by the Board of Directors and determination of hours worked by any volunteer shall be made by the directors of each program in conjunction with the Secretary of the Corporation. No one shall be denied membership on account of race, religion, national origin, and disability or sexual orientation.  
6. Board of Directors: Constitution; Responsibility; Quorum. The governing body of the Corporation shall be a Board of Directors consisting of 15 persons. The Board of Directors shall establish and direct the policies and operations of the Corporation. Without limiting the foregoing, the Board of Directors shall have the authority, in its sole discretion, to resolve any matters relating to the team placement of any participant and the Board’s determinations shall be final and conclusive. The Board will meet monthly on the second Tuesday of each month and at such other times as meetings may be called by any Officer of the Corporation. The meetings of the Board of Directors are to be open to all members. Roberts Rules of Order shall govern procedure at all meetings. A quorum shall govern procedure at all meetings. A quorum shall consist of a majority of the members of the Board. The voting members of the Board shall be made up of no less than 20% of individuals who have children actively skating in the program. 
7. Board of Directors: Nomination; Election; Term. Nomination of Directors shall be made at a full membership meeting in the first week in March in lieu of the regular Directors’ meeting. All voting members of the Corporation shall be notified in advance of the time and place of the nominations and election and the method of nominations to the Board. Such notice shall be at least one month in advance of the election date and shall be deemed delivered when posted at the Jim Roche Community Ice Arena and available on the Corporation’s website. This meeting at which the election occurs shall also be the Annual Meeting. The members of the Board of Directors shall be elected by the voting members of the Corporation in annual elections and shall serve terms of office of two years, beginning on May 1 of the year in which such Director is elected. On every even-numbered year, 8 members of the Board shall be elected and on every odd-numbered year 7 members of the Board shall be elected. A voting member shall be entitled to cast a vote in favor of as many nominees as there are vacant Board seats. Those nominees receiving the highest number of votes shall be elected to the Board. In the event of a tie in the vote of the membership for election of the final member of the Board of Directors in any given year, the existing members of the Board of Directors will vote between or among the persons whose election resulted in the tied vote, and by such vote the Board of Directors will break the tie and elect the final member of the Board. If the number of nominees is less than the number of seats to be filled by election, no election by the members will need to be held and all nominees shall be deemed elected. Vacancies on the Board of Directors, due to resignation, removal, lack of a sufficient number of nominees or otherwise, shall be filled by election by a majority of the Board of Directors. 
8.  Annual Meeting. The Corporation shall hold an Annual Meeting each year which shall serve as a “general informational meeting” for all program members. The election of Directors shall occur at this meeting and a written financial report for the most recent year ending shall be presented. No later than two weeks following the Annual Meeting, the Corporation shall send to the Association Registration Committee of Massachusetts Hockey the following: (i) the date, time and location of the Annual Meeting; (ii) the agenda of the Annual Meeting; (iii) the minutes of the Annual Meeting; (iv) the nominees and winners of the Board of Directors elections; and (v) the method of communication which served as notice to eligible members of the Corporation regarding the Annual Meeting. 
9. Board of Directors: Removal. In the event that any member of the Board of Directors fails, absent a valid excuse approved by the President, to attend three consecutive meetings of the Board of Directors, then on the date of the third meeting at which the member of the Board fails to attend, the Board of Directors shall by majority vote determine whether or not that member shall remain, or be removed as, a member of the Board of Directors. Such vote of the Board shall be final and determine the question of the continuation of such member in his or her tenure on the Board. Upon motion by any Officer, a member of the Board of Directors may be removed by the affirmative vote of two-thirds of the Directors then holding office. 
10. Discipline Committee. The Discipline Committee shall be comprised of the five Officers of the Board of Directors. Should an occasion arise, the Discipline Committee shall sit within 48 hours, or as soon as practicable, of an official report being received by any of the Officers. Such complaint may come from any of the involved parties and must be made in writing. Such parties may include, but are not limited to, Parkway Youth Hockey registered players, coaches and volunteers, parents and/or guardians, officials, and family members of those previously stated. The Discipline Committee will act in accordance of all rules and policies of USA Hockey. Should incidents arise which are not specifically covered by previously written policies, the Discipline Committee reserves the right to treat each case on its own merits and to rule as it deems necessary. Such ruling will hold until the next regularly scheduled Board meeting when the ruling will be presented for approval by the Board in its entirety. If a party chooses to appeal, it may be present such appeal at this time to the Board, in person. The Board will then make a final determination on such matters. 
11. Officers. At its meeting in May of each year, the Board of Directors shall elect the following officers (“Officers”) from its membership: President, First Vice President, Second Vice President, Treasurer and Secretary. The duties of the officers are as follows: the President shall act as chief executive officer; the first Vice President shall perform the duties of the President if the President is unable to perform his or her usual duties and also perform the duties of general administration and enrollment; the Second Vice President shall perform the duties of coordination of coaches and teams and will act as a liaison between the coaches and the Board; the Treasurer shall oversee the financial affairs of the Corporation; the Secretary will keep the records of the Corporation. Terms of office shall be approximately one year, beginning upon election and continuing until his or her successor is elected at the Board of Directors meeting held for that purpose in the subsequent year. 
12. Financial Hardship. All issues of financial hardship shall be presented only to the Officers who will make determinations on a case-by-case basis in their sole discretion. 
13. Coaches; Managers. The sitting Board of Directors will choose the coaches and managers, if any, for the following season prior to the seating of the new Board of Directors in May of each year. Each coach and manager shall be required to sign a Massachusetts Hockey Coaches Code of Conduct and a Waiver of Liability form, a file of which shall be maintained by the Corporation. 
14. Participation. The Corporation shall not refuse to register a player who resides in West Roxbury, Roslindale or Jamaica Plain for any reason other than: (i) the player is in arrears of his or her financial obligations to the Corporation or any other hockey program; (ii) the player has been subject to disciplinary action by the Corporation or Massachusetts Hockey, Inc.; or (iii) there is no space available for the player in the program to which he or she is seeking admittance. Each player shall be required to sign a Waiver of Liability form which shall be maintained on file by the Corporation. 
15. No Authority of Members to Act for the Corporation. No member or group of members may act or purport to act on behalf of the Corporation in regard to organizing events, fundraising, or in any other matter without the sanction of the Board of Directors. 
16. Massachusetts/USA Hockey Compliance. The Corporation shall abide by Massachusetts Hockey By-laws, Rules, Regulations and Policies and Procedures, including but not limited to those regarding prevention of Physical and Sexual Abuse. The Corporation shall secure and submit Individual Membership Registration forms (IMRs) for all members and prepare rosters for all teams within its programs. The Corporation shall pay required fees as established by USA Hockey and Massachusetts Hockey and as set out in the Fee Section of the Massachusetts Hockey Rules and Regulations. 
17. By-laws; Amendment. These By-laws, which contain the manner and procedure of elections of Directors and Officers, the method of selecting coaches and the definition of membership and voting rights, shall be made available to all parents, coaches, players and other members on the Corporation’s website. A list of current Directors and Officers shall also be available on the Corporation’s website. These By-laws may be amended from time to time by a vote of no less than two-thirds of the Directors present and voting at a meeting of the Board at which a quorum is present, with such vote taken and voted affirmatively at two successive Board meetings. A copy of any amendment of these By-laws shall be provided to the Chairman of the Association Registration Committee by either U.S. mail or electronic mail. 
18. Dissolution. Distribution of property upon dissolution of the Corporation, and after all outstanding debts and claims have been satisfied, the Board shall distribute the property of the Corporation to such other organization or organizations maintaining an objective similar to that set forth herein, which are or may be entitled to exemption under Section 501(c) of the Internal Revenue Code or any future corresponding Section thereof.