By-Laws
BYLAWS
OF
HOPKINS ULTIMATE RECREATIONAL TEAM
This instrument constitutes the bylaws of Hopkins Ultimate Recreational Team, adopted for the purpose of regulating and managing the internal affairs of the organization.
ARTICLE I
NAME AND OFFICES
Section 1.1 Name. The name of the organization is Hopkins Ultimate Recreational Team (HURT). The name of the organization may be changed by a majority vote of the Board of Directors. The girls’ teams can be referred to as HERt while the boys’ teams can be referred to as HUrt.
Section 1.2 Office. The principal office of HURT shall be located at the home of the current President of the board. The principal office may be changed by a majority vote of the Board of Directors.
ARTICLE II
ORGANIZATION SEAL
The organization shall not have a seal.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. General Powers Designation. The business and charitable affairs of the organization shall be managed by or under the direction of a Board of Directors. The Board of Directors shall have primary responsibility for overseeing the activities of this organization; engaging in long-range planning for this organization; ensuring the mission of this organization; and approving the annual budget for this organization.
Section 3.2. Number of Directors. The Board of Directors shall consist of no less than five (5) individuals, and no more than thirteen (13), or such other number as shall be established from time to time by resolution of the Board of Directors. The 5 voting Officer positions are: President, Vice President, Secretary, Treasurer, and Member at Large. The additional voting Board members are Immediate Past President, Varsity Team Parent(s), JV Team Parent(s), Girls Team Parent(s), and Field Coordinator. Coaches shall not be members of the Board, but are welcome to attend Board meetings and provide input, unless the Board decides otherwise for a particular meeting.
Section 3.3. Selection/Election of Officers and Board Members. It is the hope that every Officer and Board Member identify other parents to act as Officers and Board Members to ensure a smooth and successful transition for HURT governance for the years to come. It is expected that the process of identifying and training Officers and Board Members begin the fall of each year and be complete by January of each year. An email will be sent to all HURT parents to notify them of what Officer and Board positions are available. Interested parties are expected to submit their names for consideration. Selection/Election of Officers and Board Members will take place at the Spring Board Meeting each year. A simple majority vote is needed to name a successor. The candidate should not be present for the discussion or the vote, but may be asked to participate in the meeting by answering questions from the Officers and Board Members.
Section 3.4. Terms of Board Members. The initial amount of Board Members shall be determined at the organizational meeting of the Board of Directors. If possible, each Officer and Board Member shall serve a two-year term from the date of his or her installment. However, terms can be shortened to accommodate an Officer or Board Member, if necessary. Terms officially begin in June following the conclusion of the spring season. Training should preferably begin in January, prior to the transition of roles. It is preferred that the President serve an additional year in an advisory role as Immediate Past President. Every effort should be made to keep the Officers and Board Members representing all HURT teams and varied grade levels. It is preferred, but not required, that Officers and Board Members begin their position no later than before their youngest player enters their Junior season, and fully accept that they will be available to consult with and support their successor for a complete year (June – June) following leaving office. The Officers and Board Members should be mindful as to how to keep a continuum of leadership on the board as players graduate.
Section 3.5. Quorum. At all meetings of the Board of Directors a majority of the Board Members then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 3.6. Number Required for Action by the Board of Directors. Except where otherwise required by law, the Articles or these Bylaws, the affirmative vote of a majority of the Board Members present at a duly held meeting shall be sufficient for any action.
Section 3.7. Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors required to take the same action at a meeting of the Board of Directors at which all Board Members were present. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of Board Members, unless a different effective date is provided in the written action. When written action is taken by less than all of the Board Members, all Board Members shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action. As used in these Bylaws, the term “authenticated electronic communication” means any form of communication, not directly involving the physical transmission of paper, that
(1) creates a record that may be retained, retrieved and reviewed by the recipient of the communication,
(2) may be directly reproduced in paper form by the recipient through an automated process;
(3) is delivered to the organization’s principal place of business or to an officer or agent of the organization authorized by the organization to receive the communication, and
(4) sets forth information from which the organization can reasonably conclude that the communication was sent by the purported sender.
Section 3.8. Regular Meetings/Annual Meeting. The Board of Directors shall have regular meetings at such places and times as it shall establish by resolution. The annual meeting of the Board of Directors shall be at such time and place as may be designated by resolution of the Board of Directors.
Section 3.9. Special Meetings. Special meetings of the Board of Directors may be called at any time upon request of the President, or any two (2) Board Members, provided that any such request shall specify the purpose or purposes for the meeting. The President shall set the date for the special meeting within three (3) working days of making or receiving such a request and shall give not less than five (5) nor more than thirty (30) days written notice of the time, place and purpose of such special meeting.
Section 3.10. Resignation of Board Members. A Board Member may resign at any time by giving written notice to the Secretary of the organization. The resignation is effective without acceptance when the notice is given to the organization, unless a later effective time is specified in the notice.
Section 3.11. Removal of Board Members. A Board Member may be removed from office, with or without cause, by the affirmative vote of a majority of the Board Members present at a duly held meeting; provided that not less than five (5) days and not more than thirty (30) days notice of such meeting stating that removal of such Board Member is to be on the agenda for such meeting shall be given to each Board Member.
Section 3.12. Vacancies. In the event of the death, removal or resignation of a Board Member, a successor to fill the unexpired term shall be elected by the affirmative vote of a majority of the Board Members present at a duly held meeting.
Section 3.13. Proxies. Proxies shall be allowed as determined by the Board of Directors.
Section 3.14. Committees. The Board of Directors may establish one or more committees having the authority of the Board in the management of the business of the organization to the extent determined by the Board of Directors.
Section 3.15. Place of Meetings. The Board of Directors and any committee thereof may hold their meetings at such places, whether in this state or in any other location, as a majority of the Board Members then in office may from time to time appoint. Upon failure to appoint any other place, such meetings shall be held at the principal offices of the organization.
Section 3.16. Electronic Meetings. Any meeting among Board Members may be conducted solely by one or more means of remote communication through which all of the Board Members may participate in the meeting, if the same notice is given of the meeting as required by these Bylaws, and if the number of Board Members participating in the meeting is sufficient to constitute a quorum at the meeting. A Board Member may participate in a meeting of the Board of Directors by means of conference telephone or, if authorized by the Board of Directors, by such other means of remote communication, in each case through which that Board Member, other Board Members so participating, and all Board Members physically present at the meeting may participate with each other during the meeting. Participation in a meeting by any of the above-mentioned means constitutes presence at the meeting. As used in these Bylaws, “remote communication” means communication via electronic communication, conference telephone, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis. When written action is permitted to be taken by less than all Board Members, all Board Members must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A Board Member who does not sign or consent to the written action is not liable for the action or actions taken thereby.
Section 3.17. Notice of Meetings. Whenever under the provisions of these Bylaws notice is required to be given to any Board Member or other person, it shall be construed to require personal notice, but such notice may be given by mail, communicated in person orally, handed to the Board Member directly, by facsimile, email, or other electronic means, or when the method is fair and reasonable when all the circumstances are considered.
Notice by mail is given when deposited in the United States mail with sufficient postage. Notice is considered received when it is given.
Section 3.18. Waiver of Notice. Any Board Member may execute a written waiver of notice of any meeting required to be given by statute or by any provision of these Bylaws before, at or after that meeting, and such waiver when signed and filed as hereinafter provided shall be equivalent to notice. Such waiver shall be filed with the Secretary, who shall enter it upon the minutes or other records of that meeting. Appearance at a meeting by a Board Member shall be deemed a waiver of notice thereof, unless the appearance is solely for the purpose of asserting the illegality of the meeting.
Section 3.19. Payment of Officers and Board Members. HURT shall not pay any Officers or Board Members. However, this does not apply to the reimbursement for expenses incurred on behalf of the organization as outlined in the Policies and Procedures handbook.
Section 3.20. Personal Loans. HURT shall not loan any money to its Officers or Board members.
Section 3.21. Qualifications. All Board Members shall be of the age of majority in this state.
ARTICLE IV
OFFICERS
Section 4.1. Officers. The officers of the organization shall be a President, Vice President, Secretary, Treasurer, and Member at Large, and such other officers as the Board of Directors may, from time to time, appoint.
Section 4.2.Duties of Officers. The duties of the Officers of this organization shall be as follows:
Section 4.2.1. President. The President shall preside at all meetings of the Board of Directors and shall oversee the long term goals and purposes of the organization. The President shall be the chief executive officer of the organization, shall be responsible for the day to day operations of the organization, and shall have all of the powers and duties normally belonging to the President, Chief Executive Officer, or Executive Director of a Minnesota organization. The President shall also (a) act as chief liaison with every Officer and Board member to establish policies and operational procedures for HURT; (b) work with the Officers and Board members to ensure that all administrative processes are in place; (c) oversee the Treasurer in keeping and maintaining the HURT checking account/debit cards and adherence to the budget; (d) construct formal statements and responses regarding matters of importance to HURT; (e) maintain the listing and explanation of duties/contacts etc. performed in the Handbook for President; and (f) works with the Coach(s) on all administrative matters needing collaboration. The President she shall also perform such other duties as may be determined from time to time by the Board of Directors.
Section 4.2.2. Vice President. The Vice President shall serve under the direction of the President and have the following duties: (a) Serve as the organizer, or in conjunction with a designee, for all out-of-town travel making air/bus, hotel/housing, food, car rental arrangements; (b) maintain the listing and explanation of duties/contacts etc. performed in the Handbook for Vice President; and (c) perform duties as prescribed by the President or Board of Directors. The Vice President shall be vested with all powers of and perform all the duties of the President in the President’s absence or inability to act, but only so long as such absence or inability continues.
Section 4.2.3 Secretary. The Secretary or his or her designee shall attend all meetings of the Board of Directors and any committee thereof, and keep the minutes of such meetings, give notices, prepare any necessary certified copies of organization records, work with the President to ensure that all meetings have an established agenda and ensure that attendees have the agenda in time to prepare for the meeting. The Secretary shall maintain a contact list for all families and players. The Secretary shall also maintain the listing and explanation of duties/contacts etc. performed in the Handbook for Secretary; and perform such other duties as may be determined from time to time by the Board of Directors. The Secretary shall be vested with all powers of and perform all the duties of the Vice President in the event of the Vice President’s absence or inability to act, but only so long as such absence or inability continues.
Section 4.2.4. Treasurer. The Treasurer shall: (a) oversee the budgeting and proper accounting procedures for HURT funds; (b) monitor all transactions of the HURT checking account and credit cards; (c) advise the Officers and Board regarding finances of HURT and regularly presents a report on the financial affairs of HURT at meetings; (d) review scholarship applications with President and Vice President and communicate results to applicants; (e) create and maintain on-line registration and USAU rostering systems for HURT (may be delegated); and (f) maintain the listing and explanation of duties/contacts etc. performed in the Handbook for Treasurer. The Treasurer shall have all of the powers and duties normally belonging to the Treasurer of a Minnesota organization. The Treasurer shall perform such other duties as may be determined from time to time by the Board of Directors.
Section 4.2.5. Member at Large. The Member at Large shall maintain the listing and explanation of duties/contacts etc. performed in the Handbook for Member at Large. The Member at Large shall perform such other duties as may be determined by the Board of Directors.
Section 4.3. Salaries of Officers. No Officer shall receive any salary from HURT.
Section 4.4. Officers as Members of Board of Directors. The President, Vice President, Treasurer, and Member at Large shall be members of the Board of Directors.
Section 4.5. Resignation of Officers. An officer may resign at any time by giving written notice of the resignation to the Secretary of the organization. The resignation is effective without acceptance when notice is given to the organization, unless a later effective date is named in the notice.
Section 4.6. Removal of Officers. Any officer appointed by the Board of Directors may be removed, with or without cause, by the affirmative vote of a majority of the Board Members present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given.
Section 4.7. Vacancies. Any vacancy in an officer’s position due to death, resignation or removal shall be filled by the Board of Directors.
ARTICLE V
HANDBOOKS AND COMMITTEES
Section 5.1. Handbooks. Every Officer, Board member, Coach and Captain position in HURT will have a handbook outlining roles and responsibilities and a checklist of everything that a person volunteering for HURT will need to be responsible for. These handbooks should be kept current with contact information, duties, and helpful information. These handbooks are the property of HURT and must be handed over to the next person taking on that position. Please make every effort to keep the handbooks updated.
Section 5.2. Committees. The Board, by resolution adopted by a majority vote by the Board Members in office, may institute committees to carry out various functions answerable to the Board. These committees serve at the discretion and pleasure of the board. Committees include but are not limited to: Fundraising, Website, and Hopkins Hustle Tournament. Officers and Board Members will discuss the leadership roles of HURT volunteers to ensure a good fit between the duties and roles of the volunteer. Officers and Board Members may also serve on Committees and as Committee Chairs.
Section 5.2.1. Committee Members. Each committee shall report to at least one Officer or Board member. Committee chairs and members are parents of players. Players are also encouraged to participate on committees, but may not act as a Committee Chair.
Section 5.2.2. Policy and Duties. Each committee shall serve its mission and work with the board for approval.
Section 5.2.3. Committee Chairperson. The Board shall seek out and appoint the Chairperson of each committee.
Section 5.3. Scholarship Committee. Due to the sensitive nature of the information disclosed while determining scholarships, the Scholarship Committee shall consist of the President, Vice President and the Treasurer. The authority given to the Scholarship Committee shall be decided by the Board of Directors.
ARTICLE VI
STANDARD OF CARE AND
CONFLICTS OF INTEREST
Section 6.1. Standard of Care. It is the responsibility of each Board Member of this organization to discharge his or her duties as a Board Member in good faith, in a manner the Board Member reasonably believes to be in the best interests of this organization, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Section 6.2. Conflicts of Interest.
Section 6.2.1. In General. A proposed contract or transaction between the organization and any Interested Person or between a Related Organization and any Interested Person, or between the organization and any Organization in which an Interested Person serves as Board Member or legal representative or has a Material Financial Interest, may not be entered into until and unless:
- the material facts as to the contract or transaction and as to the interest of an interested Person are fully disclosed or known to the Board of Directors or a committee, as the case may be; and
(2) a majority of the Board of Directors or such committee in good faith authorizes and approves the contract or transaction, but the Interested Person shall not be counted in determining the presence of a quorum and shall not vote.
Section 6.2.2. Definitions. For purposes of this Article, the following terms
shall have the meanings indicated:
(1) “Interested Persons” means and includes all Board Members.
(2) “Organization” means a organization, partnership, joint venture, association, trust, estate, enterprise, or other legal or commercial entity.
(3) “Related Organization” means an Organization that, directly or indirectly, controls, is controlled by, or is under common control with, the organization.
(4) An Interested Person has a “Material Financial Interest” in an Organization in which the Interested Person, or the spouse, parents, children and spouses of children, brothers and sisters or spouses of brothers and sisters, of the Interested Person have a material financial interest.
Section 6.3. Ratification. If a Board Member discovers that he or she (or another Interested Person) has entered into a contract or transaction with the organization without the authorization and approval of the Board of Directors (or a committee designated by the Board), the Board Member shall immediately disclose the material facts regarding the contract or transaction to the Board of Directors (or a committee designated by the Board). Thereupon the Board of Directors (or committee) shall review the contract or transaction to determine whether the contract or transaction should be ratified.
Section 6.4. Exception. The procedures described in Sections 6.2 and 6.3 are not required if the contract or other transaction is between Related Organizations.
ARTICLE VII
FINANCE
Section 7.1. Receipt of Gifts. Any dues, contributions, grants, bequests or gifts made to the organization shall be accepted or collected only as authorized by the Board of Directors.
Section 7.2. Deposit of Funds. All funds of the organization shall be deposited to the credit of the organization under such conditions and in such banks as shall be designated by the Board of Directors.
Section 7.3. Access to Organization Assets. All contracts, checks and orders for the payment, receipt or deposit of money, and access to securities of the organization shall be as provided by the Board of Directors.
Section 7.4. Title to Property. Title to all property shall be held in the name of the organization.
Section 7.5. Annual Budget. The annual budget of estimated income, income expense and capital expense shall be approved by the Board of Directors.
Section 7.6. Treasurer’s Report. A summary report of the financial operation of the organization shall be made by the Treasurer at least annually to the Board of Directors.
ARTICLE VIII
INDEMNIFICATION
Section 8.1. In General. Subject to Section 8.2 hereof, the organization shall indemnify and make advances to each person who is or was a Board Member, or employee of the organization, or a member of any committee, to the full extent mandated by, and in accordance with, Section 3 17A.521 of the Minnesota Nonprofit Organization Act, without prohibitions, limitations or conditions other than those set forth in said Section 3l7A.521.
Section 8.2. Limitation on Indemnification. Indemnification pursuant to Section 8.1 hereof shall be for the sole and exclusive benefit of the person expressly identified therein, and no other person, organization, or legal entity of whatever nature shall have any rights there under by way of voluntary or involuntary assignment, subrogation, or otherwise.
Section 8.3. Insurance. The organization shall not provide, maintain, or pay for insurance on behalf of any person indemnified pursuant to Section 8.1 hereof.
ARTICLE IX
NONPROFIT PURPOSES
Section 9.1. IRS Section 501(c) Purposes. This organization is organized exclusively for one or more of the purposes as specified in Section 501(c) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c) of the Internal Revenue Code.
Section 9.2. Specific Objectives and Purposes. The specific objectives and purposes of this organization shall be specified in the organizations Mission, Vision and Values Statement.
ARTICLE X
AMENDMENT OF BYLAWS
These Bylaws may be amended at any time and from time to time by the affirmative vote of a majority of the Board Members who are present at a duly held meeting, provided that written notice of the meeting and of the proposed amendment shall be given to each Board Member not less than five (5) nor more than thirty (30) days before any meeting of the Board of Directors at which an amendment of the Bylaws is to be adopted.
Duly adopted by the Board of Directors on this 8th day of July, 2015.
HOPKINS ULTIMATE RECREATIONAL TEAM