EVERETT SILVERTIPS HOCKEY BOOSTER CLUB
ARTICLE I – NAME
The name of this organization, as set forth in the Articles of Incorporation, shall be Everett Silvertips Hockey Booster Club, hereafter referred to as ESHBC.
ARTICLE II – PURPOSE
The purpose of the ESHBC, as set forth in the Articles of Incorporation, shall be to:
- Provide support and encouragement tothe Everett Silvertips.
- Promote the community efforts of the Everett Silvertips, both on and off the ice.
- Promote open lines of communication between the Everett Silvertips management, the public and the ESHBC.
- Support and promote hockey in the Everett area.
- Encourage socialization and communication between the ESHBC and booster clubs of other hockey teams.
- Promote and provide for charitable activities and programs including educational assistance for the players.
- Do all and everything necessary, suitable and proper for the accomplishment of these purposes including fund raising.
ARTICLE III – MEMBERSHIP AND DUES
Section 1. Active Members. Active membership in the ESHBC shall be open to any person who has paid the annual dues and is willing to support the purposes of the organization as stated in Article II.
- Voting members are active members 18 years and older
- Non-voting members are active members under the age of 18
Section 2. Honorary Members.
- Members of the Everett Silvertips Ownership and Management Groups are eligible to be honorary members. The Ownership Group will include all Owners. The Management Group includes General Managers, Head Coach and Corporate Representatives.
- Other honorary members must be nominated by a member of the ESHBC, reviewed by the Board of Directors and be approved by the general membership.
- Honorary members are not required to pay dues and will have all privileges of active membership.
Section 3. Dues.
- Active members, ages 18 through 59 $12.00
- Active members, 60 years and older $ 7.00
- Active members, 17 years and younger $10.00
- Families including spouses, domestic partners and including all children 17 years and younger in the immediate household $15.00
- Couples including spouses and domestic partners (one of which is 60 years or older, not to include other family members at the same residence.) $10.00
Section 4. Membership in Good Standing. A member shall be in good standing if his/her dues have been paid for the current membership year (September 1-August 31).
Section 5. Membership Conduct.
- In no way shall a member use the name of the ESHBC for personal gains.
- Members shall be expected to conduct themselves in a manner consistent with the purposes of the ESHBC and in accordance with decorum as prescribed by the parliamentary authority.
Section 6. Termination. Membership shall cease by resignation, non-payment of dues, or removal for cause.
- Resignation. A member in good standing may resign by sending a written resignation to the Board through its Secretary and/or President. The resignation shall be effective upon receipt unless otherwise specified.
- Non-payment of dues. A member may terminate membership by not subscribing to the ESHBC the following year and shall be automatically dropped from membership in the Association.
- Removal for cause. A member may be removed from membership for failure or refusal to work within the framework of the organization, or for conduct detrimental to the ESHBC. The process for removal for cause shall be conducted by the Board of Directors following the steps for imposing severe discipline or expelling a member as delineated in the parliamentary authority. If the process finds the person guilty of the charges, the member will first be asked to resign. If the member does not voluntarily resign from the organization, the Board of Directors may revoke their membership.
ARTICLE IV – MEETINGS
Section 1. General Membership Meetings. Meetings of the general membership shall be held a minimum of six (6) times per membership year. Notice stating the place, day and hour of the meeting shall be delivered at least ten (10) days prior to the date of the meeting, either personally, by email, by postal mail or by telephone to each member. A yearly schedule of the general membership meetings shall meet the requirements for notice.
Section 2. Annual Meeting. The general membership meeting in March shall be known as the annual meeting and shall be for the purpose of electing directors, receiving reports of officers and committees, and for any other business that may arise. Notice stating the place, day and hour of the annual meeting shall be delivered at least ten (10) days prior to the date of the meeting, either personally, by email, by postal mail or by telephone to each member.
Section 3. Special Meetings. Special meetings may be called by the President, or by the Board of Directors, or upon the written request of 15 members of the ESHBC. The purpose of the meeting shall be stated in the call. Except in cases of emergency, a five (5) day notice shall be delivered personally by email, by postal mail, or telephone by members of the Board of Directors to each member. In case of emergency, notice will be delivered before the time of the meeting.
Section 4. Quorum. A quorum for a general membership meeting shall consist of fifteen (15) voting members in good standing. A quorum for a special meeting shall consist of twelve (12) voting members in good standing.
ARTICLE V – BOARD OF DIRECTORS
Section 1. Powers. The affairs of the ESHBC shall be managed, controlled and conducted by, and under the supervision of the Board of Directors, subject to the provisions of these bylaws, the Washington Nonprofit Corporation Act and all applicable Federal, State, and Local laws.
Section 2. Composition of the Board of Directors.
The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President, and four (4) Members-at-Large. No more than one member of a family who is part of a family membership may serve on the board at any time.
Section 3. Term of Office.
- The president, vice president, secretary and treasurer shall be elected to two-year staggered terms, ending June 30, or until their successors are elected. This change will take effect with the president and secretary elected in 2016 and the vice president and treasurer elected in 2017.
- The Immediate Past President may serve four (4) years if the new President serves two (2) consecutive terms.
- The four (4) members-at-large shall be elected to two-year staggered terms or until their successors are elected.
- The president, vice president, secretary and members-at-large may not hold the same position for more than two (2) consecutive two-year terms. The treasurer may serve without term limits.
Section 4. Duties of the Board of Directors
- General Duties
- Attendance. All Members of the Board of Directors shall be required to attend all Board of Directors and General Membership meetings. The Secretary and/or President must be notified in advance, by e-mail or telephone, of any Board member’s inability to attend a meeting or function for it to be considered an excused absence. Any elected board member who is absent from three meetings (board, regular or both) without a good and valid excuse, shall be deemed as resigned from the board.
- Remuneration. No member of the board of directors shall receive any remuneration for his/her services.
iii. The Board of Directors shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by ESHBC.
- Members of the Board of Directors will agree to preserve the confidentiality of the business conducted by the ESHBC Board of Directors, acknowledged by their signing of the current ESHBC Board of Directors Confidentiality Agreement, within thirty days of taking office.
- Specific Duties
- President. The President shall preside at all meetings of the General Membership and at all Board of Directors meetings. The President shall be the official voice and spokesperson for the ESHBC and shall have powers of supervision and management over the affairs of the ESHBC not otherwise specifically assigned to others. The President shall have the power to appoint committee chairpersons, with the majority approval of the Board of Directors, and shall be an Ex-Officio member of all committees except the nominating committee.
- Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the President shall prescribe.
iii. Secretary. The Secretary shall take minutes of the Board of Directors and the General Membership meetings and shall maintain an attendance sheet for all meetings. The Secretary shall be responsible for required notification of members, and maintain a permanent file of all governing documents, minutes and other records of the organization. The Secretary shall maintain a copy of all correspondence and perform other functions pertinent to the office as assigned by the President.
- Treasurer. The Treasurer has fiduciary responsibility for the ESHBC, shall keep an accurate accounting of all ESHBC funds and shall be responsible for the disbursement of funds according to the budget. The Treasurer shall prepare financial reports for the Board of Directors and general membership meetings. Disbursement of funds requires two signatures, the Treasurer and either the President or Vice President. The Treasurer, with the Budget Committee, shall prepare an annual budget to be reviewed by the Board of Directors and presented to the membership for approval at the September general membership meeting. The Treasurer shall serve as the ESHBC representative at the gambling commission classes on raffles.
- Immediate Past President. The Immediate Past President shall serve as a voting member of the Board of Directors following his/her retirement as President. The Immediate Past President shall assist the new President as requested, using experience gained in the term of office as President.
- Members-at Large. The Members-at-Large shall take an active part in the affairs of the organization including assignment as liaisons to specific committees and shall assist the President in duties as assigned.
Section 5. Meetings.
- BoardMeetings. Meetings of the Board of Directors shall be held monthly during the hockey season and bimonthly in the off-season with a minimum of ten (10) per membership year.
- Special Meetings. Special meetings of the Board of Directors may be called by the President or by two (2) or more directors upon not less than five (5) days notice. The call of the meeting shall include the purpose of the meeting. Business to be conducted at the meeting shall be limited to the purpose for which it is called.
- Quorum. A majority of the members of the Board of Directors shall constitute a quorum.
- Form of Meetings. Meetings of the Board of Directors will be in executive session unless two-thirds of the Board votes to open the meeting.
- Method of Participation in Board Meetings. The Board of Directors may (a) permit a Director to participate in a meeting or may (b) conduct a meeting through the use of any means of communication including but not limited to telephone and video conferencing, by which all Directors participating may simultaneously communicate with each other during the meeting. A Director participating in a meeting by such means shall be considered present in person at the meeting. Actions taken by a majority of the Directors at such a meeting, provided a quorum is participating, shall be valid actions of the Board of Directors.
Section 6. Vacancies. A vacancy in the office of President shall be filled by the Vice President. The resulting vacancy or any other vacancy shall be filled by the Board of Directors. Details for filling vacancies are in the ESHBC Standing Rules.
Section 7. Removal of Board Members
- Any director may be removed from office by two-thirds mailed ballot vote of the voting members in good standing. Motion for a ballot for removal from office for cause may be made at any general membership or special meeting, called for that purpose, of the ESHBC. A mailing with ballot and reasons for proposed removal and response from the director proposed to be removed shall be made to all voting members in good standing within two weeks of the meeting with ballots due back four weeks after the meeting. The vote required for removal of a board member is two-thirds affirmative vote of all of the membership. Details for a recall election are in the ESHBC Standing Rules.
- A director may be removed by the Board of Directors because of conduct detrimental to the ESHBC following an investigation and an opportunity for such Director to defend his/her behavior. If the Board, by a two-thirds vote, determines that conduct has been detrimental to the ESHBC and the Board member does not resign, the Board may remove that member. The vacancy is filled using the process in Section 6 of this article.
ARTICLE VI – ELECTION OF THE BOARD OF DIRECTORS
Section 1. Nominations and Election Committee.
- Members and selection process: The Nominations and Elections committee shall consist of a Chairperson who will be one of the Members-at-Large not standing for reelection or other office, appointed in accordance with Article V, Section 4.b.i, and four voting members of ESHBC who volunteer and are selected during the January general membership meeting.
- If more than four members volunteer, the names of four of the volunteers will be drawn at random to serve.
- If any of the volunteers accept nomination to office, or are a family member of a candidate, they must resign and be replaced with another volunteer, drawn randomly if necessary.
- Duties. The Nominations and Elections committee shall review and make recommendations for the election standing rules, shall verify all nominees for eligibility, prepare the ballots, and tally all ballots. The Chairperson is responsible for overseeing the ballot counting and will certify the election to the Board of Directors.
Section 2. Eligibility
- All nominees must be voting members in good standing and have been a member of ESHBC for at least one (1) year to be eligible to be elected to the Board of Directors.
- Persons nominated for President or Vice President shall have served on the Board of Directors or as chairperson or vice-chairperson of one of the Standing Committees.
- Persons nominated for treasurer must be able to demonstrate a working, practical knowledge of business accounting practices, preferably with a degree.
- Members removed from the Board of Directors by membership recall vote, Board of Directors vote or resignation in lieu of Board removal, per Article V, section 6, are not eligible for re-election to office.
Section 3. Nominations.
- Nominations for the offices of President, Vice-President, Secretary, Treasurer and applicable member-at-Large positions shall be made at the general membership meeting in February. Nominations will close upon adjournment of the February meeting. Persons nominated must be present to accept nomination, or have provided a letter of acceptance to be presented to the Nominations and Elections Committee or their nomination is voided.
- The Nominations and Elections Committee shall review the nominations to ascertain that the nominee is a member in good standing, meets the requirements for the office, and wishes to be a candidate for that position.
- The Nominations and Elections Committee shall prepare a list of all eligible nominees which shall be published posted on the ESHBC website, included with the ballot information and emailed to the membership.
- If there is only one candidate for offices of president, vice president, secretary or treasurer, or only two candidates for member-at-large, those will be considered uncontested elections. In this case, no ballot will be required for those positions. If all positions are uncontested, then the Board of Directors election will be considered complete.
Section 4. Balloting.
- Ballots shall be prepared by the Nominations and Elections Committee and shall be mailed to all members within ten (10) business days (defined as Monday through Friday, excluding Federal holidays) of the February general meeting. Ballots may be returned by mail, to the address provided and must be received by the date indicated or may be cast in the ballot box at the March meeting.
- Balloting will close 30 minutes after the March meeting is called to order.
- The Nominations and Elections Committee will tally the votes and present a report to the meeting. The president will declare the results of the election.
Section 5. Time at which election takes effect. The newly elected Board of Director members shall take office on July 1st following their election. Newly elected members will be allowed to attend the intervening Board meetings as non-voting participants, allowing for transfer of authority.
ARTICLE VII – COMMITTEES
Section 1. General Parameters of Committees
- Any voting member in good standing may indicate willingness to serve on particular committees. Non-voting members under age 18 may serve with their parent’s consent, but not as chairperson or vice- chairperson.
- Within two months after taking office, the president shall appoint, with majority approval of the Board of Directors, the chairperson to all standing committees The number of members required for a committee is left to the discretion of the chairperson, but shall include a vice-chairperson who shall chair the committee in the chairperson’s absence.
- Each committee shall have at least one member of the Board of Directors, other than the President, assigned to the committee as the link and voice to the Board of Directors.
- Each committee shall be responsible to the Board of Directors and shall make such reports as the Board may require or direct.
- The Chairperson of each committee shall submit a written report of the activities of the committee to the Board of Directors prior to the end of the membership year (August 31). This report will become part of the official records of the ESHBC.
Section 2. Standing Committees:
- Membership Committee: The Membership Committee shall develop an annual plan to build membership and shall keep a current roster and mailing list.
- Audit Committee. The audit committee shall review the books and accounts annually by September 30th and present an audit report to the next General Membership meeting. Such audit, books and accounts shall be open to inspection at other times as the Board of Directors and the General Membership shall request.
- Bylaws and Rules Committee. The Bylaws and Rules Committee shall receive and review proposed amendments, shall propose amendments and prepare all amendments, with committee recommendations for presentation to the membership for approval.
- Fund Raising Committee: The Fund Raising Committee shall determine and implement fundraising activities of the ESHBC.
- Player Education Committee. The Player Education Committee shall implement and oversee all policy related to the disbursement of requested education funds, subject to the approval of the Board of Directors.
- Events Committee. The Events Committee shall organize, promote and operate ESHBC events, to include but not be limited to, the Welcome and Holiday parties.
- Community Outreach Committee. The Community Outreach Committee shall work with the Everett Silvertips and other community programs for charitable activities.
- Budget Committee. The Budget committee shall assist the treasurer. The Budget Committee shall have five members. The Chairperson shall be the Treasurer, and the committee shall include the immediate past Treasurer. The other three members will be voting ESHBC members, preferably with a financial background, who have volunteered to serve.
- Calendar Committee. The Calendar Committee oversees the production of the annual ESHBC calendar.
- Secret Pals Committee. The Secret Pals committee oversees provision of gift packets anonymously to the players during the season. Their participant rules are approved annually by the board of directors.
- Scrapbook Committee. The Scrapbook committee oversees the creation of scrapbooks for the players during the season. Their participant rules are approved annually by the board of directors.
Section 3. Other Committees. Such other committees, standing or special, shall be appointed by the President as the Board of Directors from time to time deem necessary to carry on the work of the ESHBC.
ARTICLE VIII — PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern ESHBC in all cases to which they are applicable and in which they are not inconsistent with Federal, State or local law, the Articles of Incorporation, these bylaws and any special rules of order the ESHBC may adopt.
ARTICLE IX – AMENDMENTS
These bylaws may be amended at any regular General Membership meeting of the ESHBC by a two-thirds vote, provided that the amendment has been submitted for review and recommendation to the Bylaws Committee and presented by the committee in writing to previous General Membership meeting.
ARTICLE X – DISSOLUTION
In the event that the Everett Silvertips Hockey Booster Club shall be dissolved for any reason, distribution of any remaining funds and assets shall be disbursed to Local Amateur Hockey Associations for a purpose determined by the General Membership at the final ESHBC meeting.
Adopted by vote of the membership, March 12th, 2016 at Everett, Washington