This corporation shall be called the Hebron Lacrosse Association (HLA), hereinafter referred to as the “Association”. The Hebron Lacrosse Teams will hereinafter be referred to as the “Teams”. The Association is organized as a Texas Non-Profit Corporation.
ARTICLE II. Mission
The mission for the Association shall be to:
Promote the development of the game of lacrosse in the community by providing an organized, respectful, safe, team-oriented program where players can learn the fundamentals of lacrosse, develop the skills to be competitive in lacrosse, build the characteristics of good sportsmanship and strong character, and promote fundraising to ensure sound financial responsibility of the organization.
Promote the visibility of Lacrosse as a sport and facilitate communication between the Teams, Association and the community.
Provide financial support from fundraising activities to support activities that are consistent with the needs of the Association and Teams to ensure the long-term financial stability the program.
The general purpose for which the Association is organized are exclusively charitable, scientific, religious, literary and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any superseding federal tax law. The Association will not carry on any activities not permitted to be carried on by a corporation exempt from federal tax under section 501(c)(3) of the Code.
ARTICLE III. Membership
The corporation shall have no members.
ARTICLE IV. Board of Directors
The affairs of the Association shall be managed by its Board of Directors.
The number of directors shall be no less than three (3) and no more than seven (7), provided that the number may be increased or decreased from time to time by an amendment to these Bylaws or resolution adopted by the Board of Directors, provided that the number of directors may not decrease to fewer than three (3).
The Association shall be represented by an Executive Committee consisting of four (4) elected officers.
The elected officers shall be:
In addition, there will be three (3) other Director position consisting of:
High School Program Director
Youth Program Director
The act of the majority, of those present and voting, shall be the act of the Board of Directors.
Directors shall be elected for a term of two (2) years. The term of office shall be consistent with the fiscal year. No member shall hold more than one office at a time.
No person can serve in the same Board of Director position for more than two(2) consecutive two year terms with the exception, if a person is appointed to a Board position (due to a vacancy for any reason) during a term, the person may serve out the remainder of the partial term and be eligible for two (2) consecutive two (2) year terms
Vacancies occurring in a Board position resulting from the death, resignation, removal, other cause, or as a result of a new board of directors position being created, shall be filled by appointment by a majority vote of the remainder of the Board, except if that vacancy is the position of the President. The appointed person shall serve for the remainder of the term. In the event the office of President shall become vacant, the Vice-President shall serve as President for the remainder of the term
Directors shall serve without compensation for the activities concerned with his/her board position.
A member of the Board shall not be a head coach of the HLA High School program.
The Board shall not consist of two family members in the same fiscal year.
Removal of any Board member (with or without cause) requires a three fourths (3/4) vote of the Board of Directors.
A Board member may resign at any time by providing written notice of such resignation to the Corporation.
Board members of Association will serve as volunteers and shall not be personally liable for the debts, liabilities or other obligations of Association.
ARTICLE V. ELECTION OF BOARD OF DIRECTORS
Before March 15th, the Board will appoint a Nominating Committee consisting of five (5) members. No more than two board members may be appointed to the Nominating Committee.
By May 1st, the Nomination Committee will develop a slate of candidates for consideration to fill any open director positions for the following term. They may nominate one or more candidates for each position.
At the May Board of Directors meeting the Nominating Committee will present the nominations for the open position. The Board of Directors will vote for each director position. The candidate receiving the greatest number of votes by the Board of Directors shall be deemed elected.
Vacancies not filled, or occurring during the year, may be filled by a three fourths (3/4) vote of the Board of Directors.
Newly elected Board members will attend the Board of Directors meetings beginning in June until the formal transition of position duties at the start if the fiscal year (September 1st).
ARTICLE VI. MEETINGS
The Board should meet monthly or as needed during its term.
The Executive Committee may call for a Board meeting. A minimum of three (3) days’ notice must be given in writing or via email and shall be given to the Secretary.
No votes can be taken or amendment made at a Board meeting without a quorum present (one more than 50% of the standing Board of Directors).
Board Members will be considered present if in person or participating via a conference telephone or other communication equipment.
Where there are insufficient items to hold a meeting, the President may poll by telephone and/or email all the members of the Board to obtain their vote, and notify each member of the Board within three days of the date of the vote as to the results.
Other meetings of the organization may be called by the President as required to discuss other business.
ARTICLE VII. Board of Directors Responsibilities
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 Association as necessary. The President shall have signature authority on Association's bank account. He/she shall serve as spokesperson for the Association in public matters and be a liaison to US Lacrosse. In instances where disciplinary measures appear appropriate or are recommended, the President will convene a special meeting of the Board of Directors.
Vice President - The Vice President shall assume all duties of the President during his/her absence. His/her responsibilities include but are not be limited to: recruiting members for the Board and volunteers, nominating Committee Chairs, and maintaining insurance for the Association , and administrative liaison for all Committees in the Association, and any other duties as assigned by the President or Association.
Secretary - The Secretary shall keep a record of all Board and Association meetings. The Secretary shall maintain a database of Board Member, Coach, Parent, and Player information. The Secretary shall be responsible maintaining all Association documents, maintains all correspondence with the leagues’ governing bodies, and any other duties as assigned by the President or Association.
Treasurer - The Treasurer shall have custody of all funds of the Team and Association, keep books of accounts and records including bank statements, receipts, budgets, invoices, paid receipts and canceled checks for five years, make disbursements as authorized by the President, Executive Committee, or Association in accordance with the budget adopted by the Association, sign on bank accounts, present a financial statement at board meetings, and at other times when requested by the Association or Executive Committee, submit books to the auditing committee as requested, and file any necessary tax reports for city, county, state and federal entities.
High School Program Director - The High School Program Director (H.S. Dir.) is responsible to manage the High School teams to be in compliance with the associated league’s governing body. The H.S. Dir. is responsible for High School game day activities, not limited to duties such as game day reports, lining fields, announcers, time keepers, site administrators, etc. The H.S. Dir. is in charge of the uniforms and the required equipment for each team, ensuring the uniform and required equipment meet or exceed league rules, including both in-season and off-season care. The H.S. Dir. proposes a budget for High School coaches’ salaries, coaches’ gear, coaches’ expenses, fields, equipment and other requirements to run a successful program. The H.S. Dir. obtains permits and permission from the respective organization(s) necessary for building and field use. The H.S. Dir. is responsible for communications with parents as it pertains to schedules, notices, newsletters, etc. for the High School Teams. The H.S. Dir. is responsible to discuss the Parent’s and Player’s Code of Conduct with each High School player and parent and that each player and parent signs it prior to the first practice they attend. The H.S. Dir. will be the liaison for the disciplinary committee as it pertains to High School lacrosse program.
Youth School Program Director - The Youth Program Director (Youth Dir.) is responsible to manage the Youth teams to be in compliance with the associated league’s governing body. The Youth Dir. is responsible for Youth game day activities, not limited to duties such as game day reports, lining fields, announcers, time keepers, site administrators, etc. The Youth Dir. is in charge of the uniforms and the required equipment for each team, ensuring the uniform and required equipment meet or exceed league rules both in-season and off-season care. The Youth Dir. proposes a budget for Youth coaches’ salaries, coaches’ gear, coaches’ expenses, fields, equipment and other requirements to run a successful program. The Youth Dir. obtains permits and permission from the respective organization(s) necessary for building and field use. The Youth Dir. is responsible for communications with parents as it pertains to schedules, notices, newsletters, etc. for the Youth Teams. The Youth Dir. is responsible to discuss the Parent’s and Player’s Code of Conduct with each Youth player and parent and that each player and parent signs it prior to the first practice they attend. The Youth Dir. will be the liaison for the disciplinary committee as it pertains to the HLA Youth lacrosse program.
Marketing Director - The Marketing Director (Mktg Dir.) is responsible for developing, guiding, executing and advancing the brand and marketing strategies of the HLA program. Key areas of focus include but are not limited to the oversight of all fundraising and donation activities, management of the program marketing calendar, development of all marketing collateral, management of the HLA website, management of all HLA social media touch points and the management of all HLA digital content. The Mktg. Dir. will work closely and collaborate with the Program, High School and Youth Marketing Committees to establish and propose an annual marketing budget while managing all marketing expenses within the approved budget. The Mktg. Dir. is also responsible for managing the HLA spirit ware program. The Mktg. Dir. will also chair the Program Marketing Committee.
ARTICLE VIII. COMMITTEES
Committees may be formed for any specific purpose not contrary to the purpose of the Association.
Each Committee shall have a Committee Chair person.
All Committee Chairs shall serve without compensation for the activities concerned with his/her committee position.
Each Committee Chair will come from recommendations from the Vice President. The Board will vote by simple show of hands and simple majority with the candidates absent from the process. The Committee Chair will serve until resignation, re-appointment by the Board, or until dissolution of Committee.
All Committee Chairs will fulfill their obligation(s) of their office pursuant to and execute their duties consistent with the Purpose stated in these By-Laws.
Article IX. Conflict Of Interest
The purpose of the conflict of interest policy is to protect the Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer, Director or Committee member of the Association. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Interested Person: Any officer, director, or member of a committee with governing board delegated powers, which has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or active investment interest in any entity with which the Association has a transaction or arrangement.
A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or
A potential ownership or active investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.
Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the director and member committees with governing board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board and committee members shall decide if a conflict of interest exists.
Procedure for Addressing the Conflict of Interest:
An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the Association can obtain with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Association’s best interest, and whether it is fair and reasonable. In conformity with the above determination it shall make a decision as to whether to enter into the transaction or arrangement.
Violations of the Conflict of Interest Policy:
If the governing board or committee has cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. All proceeding will be recorded in the minutes of the governing board or committee, with each member’s conflict of interest, or allegations thereof.
Periodic Reviews: To ensure that the Association operates in a manner compliant with charitable purpose and does not engage in activities that could jeopardize its tax exempt status, periodic reviews of all transactions and arrangements shall be conducted.
ARTICLE X. ANNUAL BUDGET
The budget shall be developed by the President and the Treasurer with the input of the Board, the Committee Chairs, and/or any other sources solicited by the President.
The budget must be approved by the Board no later than Aug 15th.
Expenditures of funds belonging to the Association for expenses not in the budget or exceeding the approved line item in the budget not exceeding Two Hundred Fifty Dollars ($250.00) require authorization by the President and Treasurer. All expenditures exceeding Two Hundred Fifty Dollars ($250.00) must be approved by a majority of the Board.
A Treasurer's Report shall be presented at every Board meeting.
ARTICLE XI. AMENDMENTS TO BYLAWS
These Bylaws may be amended by a two thirds (2/3) affirmative vote by the Board of Directors.
The proposed amendment shall be sent to each Board member at least seven (7) days prior to any vote on the amendment.
ARTICLE XII. FISCAL YEAR
The fiscal year of the Association shall begin September 1st and end August 31st.
To ensure that the Association operates in a manner compliant with charitable purpose and does not engage in activities that could jeopardize its tax exempt status, periodic reviews of all transactions and arrangements shall be conducted.
An auditing Committee consisting of three (3) members shall be appointed by the Board of Directors. The Auditing Committee shall present an annual findings report to the Board of Directors. The findings report will report will be made available to anyone upon request to the Secretary.â€‹
Article XIII. Tax-exempt Status - Section 501(c)(3) of the IRS Code
This association is organized exclusively for charitable purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the articles of organization.
Notwithstanding any other provision of these articles, the association shall not carry on any activities not permitted to be carried on by an corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).
Upon the dissolution of this corporation, assets shall be distributed exclusively to organizations exempt under section 501(c)(3) of the Internal Revenue Code