By Laws

CheckHers Elite Lacrosse Club, Incorporated

BY LAWS

 

Organization:   CheckHers Elite Lacrosse Club, Incorporated: a not-for-profit lacrosse club created in 2004

Mission:           The Club’s mission is to help female lacrosse players play to their greatest passion and potential. We strive to provide the resources to help our athletes not only advance their lacrosse knowledge and abilities through high level experiences and coaching, but also to guide and education them through the college recruiting process in a highly competitive atmosphere. By combining premier lacrosse coaching with a commitment to academic         excellence, we strive to help our players achieve the college goals that best fit their            academic and athletic potential.

 

ARTICLE I: PURPOSE, AFFILIATIONS AND PRINCIPAL OFFICE

Section 1.        Purpose. The Purpose of CheckHers Elite Lacrosse Club, Inc. (hereafter called “”CheckHers”) is to oversee and manage a series of highly competitive girls’ lacrosse teams. CheckHers is managed by a Board of Directors (hereafter called “Board”). CheckHers is a not-for-profit organization, established for recreational, educational and charitable purposes.

Section 2.        Affiliations. CheckHers is affiliated with Gamber/Smallwood Optimist Lacrosse, a local, nonprofit organization. CheckHers is also associated with Check-Hers, Incorporated.

Section 3.        The principal office of CheckHers is in Carroll County, Maryland. Meetings will be held at varied locations at the discretion of the Board.

 

ARTICLE II: MEMBERSHIP

Section 1.        Membership. CheckHers is managed by a Board of Directors (see Article III), who are appointed Members of the Corporation. Players and families are not members of the Board unless expressly invited to become a Member of the Board. Members are hereafter called Directors in these bylaws unless expressly stated otherwise.

Section 2.        Annual Meeting. Membership shall hold an annual meeting, to be held during the calendar year and no later than December 31 of the fiscal year. The meeting date will be established and announced no later than January 31 of that fiscal year. The purpose of this meeting is to elect Directors and to transact any other corporate business as pertains to the management of CheckHers.

Section 3.        Regular Meetings.  Regular meetings of the Board of Directors may be held at an ad hoc location, providing that all Directors are provided at least three days’ notification of the time and location of the meeting. Any business may be transacted at any regular meeting of the board.

Section 4.        Special Meetings. Special meetings may be called at any time, for any purpose.  Meetings shall be called by the President or Vice President, or by a majority of the Board. The Secretary shall give notice of each special meeting, via email, at least one day prior to the meeting. Unless otherwise indicated in the meeting notice, any and all business may be transacted at any special meeting. All Directors are entitled to vote on the business to be transacted at the meeting.

Section 5.        Notice of Meetings. Electronic notice of any meeting will be emailed to the address of record. At least three days’ notice must be given to all Directors. Each meeting notice shall state the location, day and time at which the meeting is begin held.  In the case of a Special Meeting, the purpose of the meeting must be specified.

Section 6.        Quorum. The presence in person, or by proxy, of a majority of the Board shall constitute a quorum at all meetings (except as otherwise provided by law or the CheckHers Articles of Incorporation). If less than a majority shall have been called, the meeting may be adjourned by a majority vote of Directors present (or represented by proxy), without any notice other than by announcement at the meeting, until a quorum shall attend.

Section 7.        Meeting Conduct. Meetings are led by the President. In the President’s absence, the Vice President shall run the meeting.

Section 8.        Voting. At all meetings, every Director is entitled to one vote. Such vote may either be in person, or by proxy appointed by an instrument in writing as previously approved by the Board, dated not more than one month prior to the meeting. All elections shall be held at the annual meeting, except as otherwise provided by law, in the Articles of Incorporation or these bylaws.

Section 8a.       Required Voting. An affirmative vote of a majority of those present (and when a quorum is present) shall be necessary for the passage of any resolution. Voting may take place via email, with private votes being emailed directly to the President.

Section 9.        Confidentiality. Discussions, votes and other sensitive information regarding CheckHers, its members, players, families and correlated parties is strictly confidential.  This confidentiality extends beyond the term of any Director’s membership.

 

ARTICLE III: BOARD OF DIRECTORS

Section 1.        General Powers. The property and business of CheckHers shall be managed under the direction of the Board of Directors.

Section 2.        Number and Term of Office.  The number of Directors shall be no more than eleven, but no less than three, as may be designated by a resolution of a majority of the entire Board of Directors. The Board also includes an Executive Committee, comprised of the President, Honorary Vice President, Treasurer, Secretary and Member at Large.

Section 3.        Nomination and Election of Directors.  A Nominating Committee shall decide upon a slate of officers no later than thirty days prior to the Annual Meeting. The Nominating Committee, consisting of the President and at least one other Director, shall present the slate to the Board of Directors not less than twenty days prior to the Annual Meeting. The Nominating Committee shall be selected by the Board of Directors at the regular meeting of the Board following the Annual Meeting.

Section 4.        Filling of Vacancies.  In the event that a Board position becomes vacant as a result of death, resignation, disqualification, removal or other cause, the remaining Directors by affirmative vote of the majority shall elect a successor to hold office.  Additional Members.  In the event of the number of Directors increasing, the additional Director(s) shall be elected by a majority of the entire Board of Directors already in office.

Section 5.        Removal of Directors.  Any Director may be removed from office with or without cause by the affirmative vote of a majority of the Directors entitled to vote.

Section 6.        Compensation of Directors. Directors shall receive compensation at the discretion of the Executive Committee and/or fixed by resolution adopted by the Board of Directors. In addition, each Director will be reimbursed for any expenses incurred by him in attending any regular or special meeting of the Board, and such reimbursement shall be payable whether or not a meeting is adjourned because of the absence of a quorum. Nothing in the bylaws shall preclude any Director from serving CheckHers in any other capacity, and receiving compensation as a result of that capacity.

Section 7.        Committees. The Board of Directors, by resolution passed by a majority of the Board, may designate one or more committee, each committee to consist of at least one of the Directors, which, to the extent provided, shall have and may exercise the powers of the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers as required. Such Committees shall be named as determined by resolution, as adopted by the Board of Directors..

 

ARTICLE IV: OFFICERS

Section 1.        Officers. The officers of CheckHers shall be a President, Vice President, Honorary Vice President, Secretary, Treasurer and Member at Large.  The officers may be elected annually by the Board of Directors at its Annual Meeting of the members, except where a longer term is expressly provided by a majority of the Board. Any two or more of the officers, excepting President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or these bylaws to be executed, acknowledged or verified by any two or more officers.
           
In the event that any office, other than an office required by law, shall not be filled by the Board of Directors or, once filled, subsequently becomes vacant, then such office and all references contained in these bylaws shall be deemed inoperative unless and until that office is filled in accordance with these bylaws.
            Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of CheckHers shall be subject to removal at any time by the affirmative vote of a majority of the Board of Directors. Directors shall hold office at the discretion of the Board of Directors.

Section 2.        Powers and Duties of the President.  The President is the Chief Executive Officer of CheckHers and shall have charge and control of all its business affairs and properties. She may sign and execute all authorized bonds, contracts or other obligations in the name of CheckHers and shall be an ex-officio member of all standing committees. She may also perform such other duties as assigned by the Board.

            The President is also responsible for creating clinic/camp curriculum and organizing Club meetings, and managing team tryouts. This management includes the identification of tryout dates/times, selecting evaluators and team member selection.

Section 3.        Powers and Duties of the Vice President. The Board of Directors shall appoint a Vice President. More than one Vice President may be appointed. Any Vice President (unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts or other obligations in the name of CheckHers. Each Vice President shall have such other powers and shall perform such other duties as may be assigned by the Board. In the case of the absence of the President, the duties of that office shall be performed by any Vice President.
            The Vice President is also responsible for the oversight of tournament coordination, travel coordination, facilities coordination and uniform management. Any of these duties may be delegated to a committee, overseen by the Vice President.
            The Board may also appoint an Honorary Vice President. This office has full voting power on the Board.

Section 4.        Powers and Duties of the Secretary. The Secretary shall give notice of all meetings to Board members, and all other notices by law or in these bylaws. In her absence, any such notice may be given by any other person directed by the President, or by the Directors upon whose written notice the meeting is called as provided in these bylaws. The Secretary shall record all meeting proceedings, in books or files provided for that purpose. The Secretary will also be responsible for overall CheckHers correspondence with the players and their families. She may also perform other such duties as assigned by the Board.

Section 5.        Powers and Duties of the Treasurer.  The Treasurer shall have custody and control of all funds and securities of CheckHers. She shall keep full and accurate account of receipts and disbursements in books belonging to CheckHers. She shall deposit all moneys (and/or track electronic deposits from online services), and other valuables in the name and to the credit of CheckHers in such depositories as designated by the Board of Directors. She may also perform other duties as assigned by the Board.
            The Treasurer tracks player billings, payment received, and bills payable. She shall disburse the funds of CheckHers as may be ordered by the Board of Directors, recording such disbursements with written and/or electronic documentation. She shall render to the President and the Board of Directors, upon their request, an account of every transaction as Treasurer and of the financial condition of CheckHers.
            The Treasurer shall give CheckHers a bond, if required by the Board of Directors, in a sum satisfactory to the Board of Directors, for the faithful performance of her office and for the restoration to the Corporation in case of her death, resignation, retirement or removal from office of all books, papers, vouchers, moneys and other properties of whatever kind in her position or under her control belong to CheckHers. CheckHers will also carry Directors & Officers Liability insurance.

Section 6.        Other Duties. CheckHers shall give authority to additional individuals to fulfill necessary duties and activities as required for the successful management of the Corporation. This includes, but is not limited to, tournament coordination, website management, uniform coordination, travel/hotel coordinator and facilities.
 

ARTICLE V: BANK ACCOUNTS AND REIMBURSEMENTS

Section 1.        Bank Accounts. Such officers or agents of CheckHers as from time to time shall be designated by the Board of Directors shall have authority to deposit or withdraw funds of up to $1500 without formal approval of the board. Each bank or trust company, with which funds of CheckHers are deposited or withdrawn, is authorized to accept, honor, cash and pay, without limit as to amount, all checks drafts or other instruments or orders for the payment of money. All checks, drafts and other instruments or orders for the payment of money shall be signed by the President, Vice President or Treasurer and countersigned by another Director.

Section 2.        Reimbursements. Any payments made to an officer of agent of CheckHers, such as salary, travel or other expenses incurred, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other Director to the full extent of such disallowance.  It shall be the duty of the Board of Directors to enforce payment of each amount disallowed.
 

ARTICLE VI: INDEMNIFICATION

Section 1.        Definitions. As used in this Article VII, any word(s) that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, shall have the same meaning as provided in the Indemnification Section.

Section 2.        Indemnification of Directors and Officers.  CheckHers shall indemnify and advance expenses to a Director of CheckHers in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.

Section 3.        Indemnification of Employees and Agents.  CheckHers may indemnify and advance expenses to any employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.

 

ARTICLE VII: MISCELLANEOUS PROVISIONS

Section 1.        Fiscal Year. The fiscal year of CheckHers runs from January 1 through December 31 of the calendar year.

Section 2.        Notices.  Whenever notice is required to be given to any Director, it shall not be construed to mean personal notice, but such notice shall be in writing (by mail or email).

Section 3.        Amendment of Bylaws. The Board of Directors shall have the power and authority to amend, alter or repeal these bylaws or any provision thereof, and may from time to time add other provisions to the bylaws.

Section 4.        Political Activities. CheckHers will in no way attempt to influence any political activities.  Its only reliance on any government entity is to procure and enforce permits for field use by the Westminster and Carroll County Departments of Recreation and Parks.

Section 5.        Fundraising. CheckHers reserves the right to engage in fundraising activities to assist in the cost of travel and other expenses.  Volunteers may organize fundraising activities following the expressed permission of the Board.