By-laws for the
Association for the Development of South County Youth Lacrosse, Inc.
ARTICLE I – Name
Section 1: The name of the organization shall be the Association for the Development of South County Youth Lacrosse, Inc. (“SCYL”). This organization is incorporated under the laws governing non-profit corporations within and by the State of Rhode Island and Providence Plantations.
ARTICLE II – Non-profit Incorporation & Tax Exemption
Section 1: SCYL shall be incorporated as a non-profit charitable organization and file under tax exempt status.
Section 2: SCYL is organized exclusively for charitable, youth development and defined as an educational organization by the fact that it will operate solely as a youth sports organization which fosters local, state or national sports competition. SCYL shall have all the powers enumerated in the Rhode Island Non-Profit Corporation Act, as from time to time amended (the “Act”), provided however, SCYL shall exercise its powers only in furtherance of exempt purposes as such terms are defined in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the regulations from time to time promulgated thereunder (the “Code”).
Section 3: The principal office of organization (”SCYL”) shall be located in South Kingstown, Rhode Island; or other designated town upon the election of new Executive Committee members.
Section 4: Unless otherwise fixed by the Executive Committee, the fiscal year of the organization shall end on June 30 each year.
ARTICLE III – Purpose of the Association
Section 1: SCYL is a non-profit organization which will operate exclusively to create and promote the game of lacrosse as a development and growth activity for the youth of Southern Rhode Island and others who play lacrosse. SCYL is organized exclusively for charitable, youth development and educational purposes. SCYL is a member of the Rhode Island Youth Lacrosse League (“RIYLL”).
ARTICLE IV – Dissolution of the Association
Section 1: The duration of SCYL shall be perpetual. In the event that this corporation dissolves, all the funds remaining in SCYL’s treasury, after the payment of all its obligations, will be transferred to another organization, duly qualified under Section 501(c)(3) of the Internal Revenue Code, as determined by SCYL’s Board of Directors.
ARTICLE V – Meetings
Section 1: Annual Meeting. The date of the annual meeting shall be set by the Executive Committee who shall also set the time and place for a meeting in September each year.
Section 2: Board Meetings. Board meetings may be called by the President or any three members of the Board during the course of the year for any reason.
Section 3: Executive Committee Meetings. The Executive Committee shall meet monthly either in person or telephonically, from July through June, to the conduct the regular business of the SCYL. A quorum is reached when a majority of the current Executive committee members are in attendance. Five days notice of such meetings shall be provided via electronic mail.
Section 4: Notice. Notice of each regular board meeting shall be given to each member, by mail or electronic mail, not less than fourteen days before the meeting. Special meetings may be called by the President or three of the members of the Board of Directors with 14-days notice.
ARTICLE VI – Members
Section 1: SCYL Board of Directors membership shall consist of the members of the Executive Committee and the Head Coach (1) of each SCYL team.
Section 2: Members must be in good standing of the organization
ARTICLE VII – Executive Committee & Duties
Section 1: Executive Committee. There shall be a maximum of eleven members of the Executive Committee consisting of a President, Vice-President, Secretary, Treasurer, and seven (7) Members-At-Large.
Section 2: Terms. Executive Committee members on the Board of Directors members shall serve one (1) year terms and are eligible for re-election.
- In the event that the President cannot or will not finish their term, the Vice President will assume the President’s duties for the remainder of the term. The Secretary would then conduct an emergency election to fill the vacant Vice President position.
- In the event that the President and Vice President cannot or will not finish their terms in office, the Secretary will conduct an emergency election to fill the vacant offices.
Section 3: A Board member may be removed at any time by a three-fourths vote of the voting Directors present at a qualified meeting. This vote must be announced and placed on the agenda of the meeting distributed prior thereto.
Section 4: Executive Duties shall include the following:
The President shall convene regularly scheduled Board of Directors meetings, and shall preside or arrange for another member of the Executive Committee to preside in his or her absence at each meeting in the following order: Vice-President, Secretary, and Treasurer. The President shall be responsible for management of the on-line registration database operated and maintained by SCYL. The President shall ensure that the resolutions, goals, and objectives made by the Board are carried out in a timely manner. The President or his or her designee shall also serve as the SCYL representative for the RIYLL.
The Vice-President shall President the Communications Committee and oversee its activities, such as website management and public relations. The Vice President is also responsible for ensuring that coach’s background checks are processed with the local police departments that require background checks.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to Board members, and assuring that corporate records are maintained. The Secretary shall ensure that all required insurance policies are procured and corporate filings with the state are made and updated as needed.
The Treasurer shall be responsible for the management and accountability of the SCYL financial activities and prepare a report at each Board meeting. The Treasurer shall be the President of the Finance and oversee the preparation of the annual budget, development of fundraising plans, and making financial information available to Board members.
The Members-At-Large shall be members of the community who represents the best interests of youth lacrosse players, and/or who have experience in the game of lacrosse and interested in the betterment of the quality of play at SCYL, and shall perform such duties as agreed to.
ARTICLE VIII – Board of Directors
Section 1: Board Role, Size, Compensation. The Board of Directors is responsible for overall policy and direction of SCYL, and shall delegate responsibility for day-to-day operations to the Executive Committee members, their committees and the SCYL staff. The board of directors is made up of the members of the Executive Committee and the head coach from each team (one per team). The Board members receive no compensation other than for reimbursement of reasonable expenses incurred on behalf of SCYL. A Board member may occupy more than one position on the Board, but shall only have one vote.
Section 2: Meetings. The Board of Directors shall meet at least once during the year. The Annual Meeting of SCYL shall be conducted in September to elect officers for the coming year and to conduct the business of the SCYL.
Section 3: Board of Directors Elections. Election of new Executive Committee members or re-election of current members to an additional term will occur as the first item of business at the annual meeting in September. Executive Committee members will be elected by a majority vote of the current Directors, including Head Coaches from the previous season.
Section 4: Quorum. A quorum shall consist of a majority of the current Executive Committee and if the Head Coaches are allowed to vote, then a minimum of 33% of the Head Coaches, before business can be transacted or motions made or passed. If unable to attend a meeting, a Director may give his or her proxy to a fellow Board member as long as the
ARTICLE IV – Coaches & Duties
Section 1: Coaches and Duties. There shall be one coach designated as the Head Coach on each team who shall also serve on the Board of Directors. Any volunteer desiring to serve as Head Coaches must apply to the Executive Committee. To be considered the Head Coach, volunteer will subject to a vote by the Executive Committee, completion of a successful BCI background check, and must comply with all bylaws of SCYL. Each Head Coach is to participate in selection of players for the teams in his or her age group in conjunction with the other Head Coaches in that age group. At Board of Directors meetings, Head Coaches have no voting power except for the election of the seven Executive Committee positions.
Section 2: Vacancies. When a vacancy on the Board for a Director exists, nominations for vacant position may be submitted to the Secretary from present Board members two weeks in advance of the next Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, and are to be voted upon at the next Board meeting. These vacancies shall be filled only to the end of the particular Board member's term.
Section 3: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be removed for excess absences from the Board if she/he has three unexcused absences from Board meetings in a year. A Board member may be removed for any reason by a three-fourths vote of the voting Directors.
Section 4: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third of the voting members of Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.
ARTICLE V- Committees
Section 1: The Board may create committees as needed, such as fundraising, competition, etc. The Board President appoints such ad hoc committee Presidents.
Section 2: Executive Committee. The President, Vice-President, Secretary, Treasurer, Boys Director, Girls Director and the Member-at-Large serve as the members of the Executive Committee. The Executive Committee shall define goals and objectives for SCYL, and evaluate them during the course of the year.
Section 3: Finance Committee. The Treasurer is Chair of the Finance Committee, which includes at least three other Directors as members. The Finance Committee shall be responsible for developing and reviewing fiscal procedures, a fundraising plan, and an annual budget. The Board must approve the budget and all expenditures must be within the budget. Any change to the budget that results in an increase of $500 or more must be approved by the Board prior to its appropriation. The fiscal year shall run from July 1 to June 30. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
Section 4: Communications Committee. The Vice-President is President of the Communications Committee. This committee shall be responsible for actively managing the website, broadcasting program wide issues to players and their parents, and facilitating the reporting of local lacrosse stories and game scores to the local newspapers.
Section 5: High School Committee. There shall be a High School committee consisting of three members of SCYL and those coaches for the girls and boys High School lacrosse teams in South County who wish to be members of the committee. The purpose of the committee shall be to coordinate efforts, resources and programs by and between SCYL and the High School lacrosse teams and athletic departments, and discuss and develop proposals and suggestions for promoting their mutual objective of developing young players who will be experienced lacrosse players by the time they enter High School.
ARTICLE XI – Indemnification
Section 1: Indemnification of Directors, Officers, etc. Each person who is or was a member of the Board of Directors, officer, assistant officer, employee or agent of SCYL, will be indemnified by SCYL to the full extent permitted or authorized by applicable law, including but not limited to, in defense of any action, suit or proceeding in which such person was a party as the result of or rising from the duties performed by the director, officer or agent on behalf of SCYL (or in defense of any claim, issue or matter therein), and such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, except for any conduct constituting malfeasance or intentional torts for which the individual is found liable for by a court of competent jurisdiction. In addition, SCYL may provide indemnification in other circumstances to the extent permitted by the Rhode Island Nonprofit Corporation Act, Title 7.
ARTICLE XII – Amendments
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
ARTICLE XIII – Construction and Terms
Section 1: Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
Adolpted and Approved: November 02, 2017
