ARTICLE I-NAME

The name of this organization shall be the "Brattleboro Hockey Association, Inc.," a non-profit corporation organized in the State of Vermont

ARTICLE II - PURPOSES

Section 1

To promote the development of an ice hockey program in Brattleboro and the surrounding area.

Section 2

To provide ice skating facilities and instruction for recreation and athletic development for persons in the Brattleboro area, without regard to race, color, creed, sex or national origin. Instruction time will generally be provided to all participants on an equal basis, except as the Board of Directors shall determine.

Section 3

To buy, mortgage, sell, lease, hire, own real estate and personal property and to erect, build and maintain on any such real estate, buildings and structures which may be necessary and proper for the purpose of the corporation.

Section 4

To operate exclusively for charitable, scientific, literary and educational purposes, defined in accordance with the applicable provisions of the Internal Revenue Code of the United States. PROVIDED HOWEVER, that in all events and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution or winding up of this corporation, voluntarily or involuntarily, or by operation of law, the following provisions shall apply:

A. This corporation shall not have or exercise any power of authority, other expressly, by interpretation or by operation of law, nor shall it directly or indirectly engage in any activity, that would prevent this corporation described in Section 501(c)(3) of the Code from operating, contributions to which are deductible for Federal Income Tax purposes.

B, No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in. or intervene in (including to publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

C. This corporation shall never be operated for the primary purpose of carrying on a trade or business for profit. Neither Ac whole, nor any part or portion, of the assets or net earnings of this corporation shall be used, nor shall this corporation ever be organized or operated for the purposes that are not exclusively charitable, scientific, literary or educational within the meaning of Section 501(c)(3) of the Code.

D. No part of the net earnings of the corporation shall inure to the benefit of or be distributed to the menders, directors, 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 above,

E. ln the event of termination, ,dissolution or winding up of the corporation in any manner or for any reason whatsoever its remaining assets, if any, shall be distributed to one or more organizations described in Section 501(c)(3) of the Code.


ARTICLE III - MEMBERSHIP

Section 1 - Requirements

Membership in this association shall be by application only, in such form and pursuant to such provisions and procedures as the board of Directors shall from time to time determine. Membership is not transferee except as the Directors shall determine.

Section 2 - Class of Membership

There may be various classes of membership in this corporation as shall be established from time to time by the Board of Directors.

Section 3 - Membership Dues and Assessments

Annual dues and assessments for the members may be fixed, determined, and from time to time changed by the Board of Directors, amounts may be different for each class of membership.

Section 4 - Rights and Privileges of Members

The rights and privileges of the members, including the right to vote at any annual meeting or any special meeting of the members, may be different for each class of members, such differing rights and privileges being determined and made known from time to time by the Board of Directors. Each member of the class or classes entitled to vote (hereinafter called voting members) shall have one vote. See number 6, (Voting) mite the section entitled Rules for the BHA to determine voting ages and number of votes.

ARTICLE IV - OFFICERS AND THEIR ELECTION

The Association shall be governed by a Board of Directors consisting of twelve (12) Directors from which shall be elected the following officers: President, Vice President, Treasurer, and Secretary.

These officers shall be elected annually.

Section 1 - President

The President shall preside at all meetings of the Directors. He shall sign, as President, with the Treasurer, all contracts and other instruments in writing which have been first approved by the Board of Directors.

He shall call special meetings of the Board of Directors whenever he deems the same to be necessary and shall call such meetings when so requested by a majority of the Board of Directors.

Section 2- Vice President

It shall be the duty of the Vice President to perform all of the duties of the President during the latter’s absence. In addition. He shall sit as an ex-officio member of all committees.

Section 3 - Secretary

It shall be the duty of the Secretary, who shall act as Clerk of the corporation, to issue all proper notices, to keep a true record of all meetings of the Association, the proceedings of the Board of Directors’ meetings and all matters concerning which a record shall be deemed advisable by him and/or the Directors. Such records shall be, at all reasonable times, open to the inspection of any member of the Association. He shall also conduct all correspondence pertaining to his office. Incase of inability to attend any meeting, he shall cause the necessary books and papers to be conveyed to the place of the meeting.

Section 4 - Treasurer

It shall be the duty of the Treasurer to safely keep all moneys of the Association and to disburse the same under the general supervision of the Board of Directors. At each annual meeting of the members and at each annual meeting of the Board of Directors, he shall submit a complete statement of his accounts for the past corporate year, with the proper vouchers for this general information. He shall give bond for the faithful performance of his duties, with sureties, if required by the Board of Directors, in such amount as may be required by them. He shall keep, in the manner prescribed by the Board of Directors, all accounts of the Association, in the books to be provided for that purpose, and he shall keep all valuable books and papers of the Association and all such books and papers shall at all times be open to the inspection of the Directors.

The Treasurer of the Association is authorized, in the name of the Association, and in behalf of the Association, to sign, execute and deliver checks.He shall discharge such other duties pursuant to Ns office as shad be prescribed by the Board of Directors. He shall have a vote at all meetings of the Board of Directors.

ARTICLE V -BOARD OF DIRECTORS

At the annual meeting, the Association shall elect from its' adult membership persons to fill vacancies created on the Board of Directors. Directors will be elected for three (3) years. Past Directors shall be eligible for re-election. The immediate past President shall automatically become an ex-officio member of the Board of Directors fix the subsequent year if he is not re-elected to the Board, but shall not have power to vote.

The term for newly elected board members shall begin with the next regularly scheduled board meeting following their election. The term for members of the board who are not re-elected shall end concurrent with the same meeting. If a Director fails to attend three out of any five consecutive meetings the member will be subject to removal from the Board by of Board of Directors. The Secretary will be required to bring this absence to the Board's attention. At the same meeting the Board is with acceptance reason or not and whether it is detrimental to the function of the Board. The Board will be required to vote their approval or dismissal of the member at this meeting.

The Board of Directors shall have the power:

First:
To make rules and regulations, consistent with the law of the State of Vermont or with these by-laws, for the guidance of its officers and the management of the affairs of the corporation.

Second:
To elect annually, by ballot, a President, Vice President, Treasurer, and Secretary.

Third:
To purchase, lease, hire and acquire any all property, whether real or personal, and fixtures, Whenever in their judgment they deem it beneficial, for the purposes of the corporation. They shall have the power to sell, mortgage, hire. lease and dispose of any real or personal property of the corporation when in their opinion the interests of the corporation would best be prompted thereby.

Fourth:
To audit all accounts and fix the compensation, if any, of an officer or employee.

Fifth:
To fill any vacancies in their own number, or in any office, however such vacancy may occur, whether by resignation, failure to elect or otherwise.

Sixth:
All powers of the Association, except such as are otherwise provided for in these by-laws, and the law of the State of Vermont , are conferred upon the Directors.

Seventh:
To cause to be kept a complete record of all meetings and acts.

Eighth:
To supervise all the affairs of the Association and acts of its officers and employees; require the Treasurer to keep &B and accurate bodes of account and to prescribe the mode of keeping such books and to require the to Secretary keep an accurate record of all votes and doings of the Association in a book to be kept for that purpose.

Ninth:
To remove at any time, for cause, any of their own members, by a majority vote.

Tenth:
To adopt a set of rules and regulations under which all games will be played and set the standards of conduct to be followed by BHA coaches/ managers, players, members, parents, spectators and also for other participating teams which shall include their players, coaches and/or managers

Eleventh:
To provide those committees it feels necessary for efficient operation of the association, The Board may also provide the chairman of these committees.

ARTICLE VI - MEETINGS

Section 1

"Robert's Rules of Order, Revised" shall govern the proceedings of all meetings, except where they conflict with the Constitution or by-laws of the Association.

Section 2 - Annual Meetings of the Association

The annual meeting shall be held during March or April. The Board of Directors shall determine the date, time, and location of the meeting. Notification of the meeting shall be announced in the local news media at least two weeks prior to the meeting.

Section 3 - Board of Directors' Meetings

Regular or special meetings of the Board of Directors may be held at such places and at such time as the Board of Directors may by vote from time to time determine. A regular meeting may be held without call or notice immediately following and at the same place as the annual meetings of members, or the special meetings in lieu thereof. Special meetings may be held at any time and place when called by the President, the Treasurer, or two or more Directors.

Section 4 - Notice of Meetings

Notice of all meetings (except as provided in Sections 2 and 3 of this article) and of all special meetings of the Board of Directors shall be given to each Director and the General Public by the Secretary at least (48) hours in advance of the meeting.

Section 5 - Quorum

A simple majority representation (7 members), of the Directors shall be necessary and sufficient for the transaction of business.

ARTICLE VII-FISCAL YEAR

The fiscal year of the Association shall be from August 1st to July 31.

ARTICLE VIII - AMENDMENTS TO THE BY-LAWS

Proposed amendments to the by-laws must be submitted in writing to the Board at a scheduled meeting The amendment shall be read and discussed by the members present, after which the proposed amendment shaft be tabled until the next scheduled meeting. The Secretary shall send to all Board members a copy of the proposed amendment at least two (2) weeks prior to the next meeting.

A positive two-thirds (2/3) (8 members) vote of the entire Board shall be required to pass an amendment to the by-laws.

ARTICLE IX • ASSOCIATION PROGRAMS

The Board of Directors shall, annually, as necessary, prepare rules and regulations covering Association programs.