Bylaws

San Diego Amateur Hockey Club

Revised and adopted

June 30, 2004
Article I

NAME

Section 1.0 - The name of this corporation shall be the San Diego Amateur Hockey Club (SDAHC), herein sometimes referred to as the “Club.”

Article II

OFFICE

Section 2.01 - The principal office of the Club for the transaction of business shall be located in a the city designated by the Board of Directors inby the current President, in San Diego County, California.

Section 2.02 - The County of the principal office can be changed only by amendment of the Articles of Incorporation of this Club and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named County by noting the changed address and effective date on an attachment to these by-laws.

Article III

MISSION & PHILOSOPHY

Section 3.01 - Mission: It is the mission of the San Diego Amateur Hockey Club to assist parents in the greater San Diego area in developing the character of their sons and daughters through exposure to the sport of hockey. In keeping with such a goal, instruction and coaching has as its primary objective character development, and not the winning or losing of individual games. In addition to developing the character of our athletes, the San Diego Amateur Hockey Club will emphasize the proper appreciation of teamwork, conditioning, discipline, sportsmanship and fair play in a competitive setting. The Club will consistently strive to create an experience for young athletes that will affect them in a positive manner well beyond their playing days by encouraging, developing, advancing and administering the sport in a responsible manner.

Section 3.02 - Philosophy: The philosophy of the San Diego Amateur Hockey Club is derived from USA Hockey’s “Philosophy” as set forth in the USA Hockey Annual Guide. As such, the Club subscribes completely to USA Hockey’s:

A. “Code of Conduct” for Administrators, On-Ice Officials, Coaches, Parents, Players and Spectators (Enclosure 1).

B. Athlete Bill of Rights (Enclosure 2).

C. Zero Tolerance Policy (Enclosure 3).

D. Sexual Abuse Policy (Enclosure 4).

E. Screening Policy (Enclosure 5).

F. Physical Abuse Policy (Enclosure 6).

Article IV

CORE VALUES

Section 4.01 - Core Values: The following core values of USA Hockey are completely endorsed by the San Diego Amateur Hockey Club and are adopted as a to guide for the Club’s members in their planning, programming and play, both now and in the future.

A. SPORTSMANSHIP -- Foremost of all values is to learn a sense of fair play. Become humble in victory, gracious in defeat. We will foster friendship with teammates and opponents alike.

B. RESPECT FOR THE INDIVIDUAL -- Treat all others as you expect to be treated.

C. INTEGRITY -- We seek to foster honesty and fair play beyond mere strict interpretation of the rules and regulations of the game.

D. PURSUIT OF EXCELLENCE AT THE INDIVIDUAL, TEAM AND ORGANIZATIONAL LEVELS -- Each member of the organization, whether player, volunteer or staff, should seek to perform each aspect of the game to the highest level of his or her ability.

E. ENJOYMENT -- It is important for the hockey experience to be fun, satisfying and rewarding for all participants.

F. LOYALTY -- We aspire to teach loyalty to the ideals and fellow members of the sport of hockey.

G. TEAMWORK -- We value the strength of learning to work together. The use of teamwork is reinforced and rewarded by success in the hockey experience.

Article IV

MEMBERSHIP

Section 4.01 - Class of Membership. Theis Club shall have one class of membership.

Section 4.02 - Member Eligibility. Membership shall be open to amateur hockey players within San Diego County or other Ssouthern California counties, with approval from the Board of Directors.

Section 4.03 - Good Standing. Members are admitted to the Club once they and their parent (s) or guardian (s) sign and return a letter of intent to play the coming season for the Club, and sign and return the financialplayer agreement. Players and/or their parent (s) or guardian (s) must also pay any and all membership fees, dues and special assessments as proscribed by the Board of Directors at its Annual Meeting, and must sign and return all registration forms contained in the player registration packet. To remain in good standing, players and their parent (s) or guardian (s) must abide by all of the terms specified in the financialplayer agreement.

Section 4.045 - Members shall abide by the By-Laws, Rules and Regulations, and Policies of San Diego Amateur Hockey Club, California Amateur Hockey Association, USA Hockey and those of any league which that are applicable to the Club.

Article V

FEES and AND DUESSPECIAL ASSESSMENTS

Section 5.01 - All members are subject to the payment of dues, but such dues shall be only in an amount sufficient to defray the actual cost of the proper management of the Club.

Section 5.02 - The Board of Directors is authorized to fix the amount of said dues which will be in the form of player fees for each player affiliated with the Club.

Section 5.01 - Fees. The Club shall assess fees, called club fees, annually, to cover team and Club expenses. Dues shall be limited to the amount necessary to defray the estimated costs of the proper management of the Club and its teams.

Section 5.02 - Fees will be levied as part of the Club's annual budget, approved at the Annual Meeting of the Board of Directors.

Section 5.03 - Player Financial Responsibility. Each member or his/her parent (s) or guardian (s) is responsible for the full amount of their Club fees. The Club may specify conditions by which a portion of a player's fees may be waived and may establish regulations that proscribe the procedure by which such waivers will be considered.

Section 5.04 - Special Assessments. The Club may make special assessments at any meeting of the Board of Directors or any public meeting of the Executive Committee in order to cover budgetary shortfalls or unexpected expenses. Special assessments can be assessed to the entire membership of the Club or to only the members of one or more of the Club's teams. Special assessments shall be limited to only the estimated cost of the unexpected expense or budget shortfall.

Teams, through their team representative, may, from time to time, request a special assessment for the membership of their team. These assessments are called team fees. These special assessments must receive pre-approval by the Executive Committee. The process for requesting a special assessment for a team and for the collection of team-requested special assessments shall be proscribed by the Board of Directors. Each member or his/her parent(s) or guardian is responsible for the full amount of all special assessments and team fees.

Section 5.053 - Said fAll fees and assessments shall be payable to the Club by the members at such times as directed by the Club.Board. To remain in good standing, with the Club, fees must be paid in a manner as specified by the Club.

Section 5.04 - As required, the Executive Committee may request special assessments to cover expenses incurred by individual teams with the approval of the Board of Directors.

Article VI

GOVERNANCEMENT

Section 6.01- The Government of the Club shall be governed by the Board of Directors. , which may, by two-thirds (2/3) vote of the Board of Directors delegate certain authority to an Executive Committee. The Board of Directors shall be elected annually in a manner proscribed below at a time and place to be specified by rule.

Section 6.02 - Annual Meeting. The Club shall hold at least one annual meeting per year. The Annual Meeting must be public and a public record must be kept of its proceedings. Records of the Annual Meeting must be made available so that the Club's membership can have easy access to them. The time and place of the annual meeting shall be affixed by the Boardrule, but, it shall be no earlier than August 31 and no later than October 31 each year. . All Directors must be notified of the time and place of the meeting. The Club's membership shall be advised of the place, time and agenda for the Annual Meeting. Except for the initial Board of Directors, which shall be appointed by the Incorporator, the Board of Directors shall be elected/appointed annually. The Board of Directors shall be the main decision making body of the Club. The Board of Directors shall:, at its Annual Meeting:

i) Upon nomination by the President, Eelect the Club's Officers whose terms are expiring and elect officers to fill vacancies;

ii) Approve the Annual Budget, including the apportionment of Club fees, as prepared by the Executive Committee;

iii) Receive and approve the reviewaudit of the Club's accounts for the previous year;

iv) Debate and approve amendments to these bylaws. Proposals to amend the bylaws and the procedure by which amendments are considered may be proscribed by the Board of Directors. Two-thirds of the Directors must approve amendments to the bylaws;

Section 6.03 - Special Sessions. The Board of Directors may be called to meet in a Special Session. Special Sessions may be called with three days notice, either by the President or by any three members of the Executive Committee. Special Sessions must be public and a public record must be kept of its proceedings. Records of any Special Sessions must be made available so that the Club's membership can have easy access to them. All Directors must be notified of the time and place of the meeting. The Club's membership shall be advised of the agenda for the special session and invited to watch. The process of calling a special session of the Board of Directors shall be proscribed by rule. Special Sessions may be called to:

i) Replace Club offices vacated by death, resignation, or removal;

ii) Adopt changes to the Club's budget or annual fees or to consider motions for Special Assessments and team fees;

iii) Consider motions to remove Club officers;

iv) Any other reason as provided for by rule.

A.Direct and manage all phases of the Club program except where it so delegates to the Executive Committee.

A.Work in conjunction with the Executive Committee in the direction and development of organizational policies to further the Purpose of the Club.

Section 6.04 - The Executive Committee. The Club shall be managed by an Executive Committee. will consist of a President, a Vice-President. a Treasurer, a Secretary, a Director of Managers, and a Registrar. The Executive Committee shall:

i. Consist of the President, Vice President, Treasurer, Secretary, Director of Hockey and six other Board members appointed by the President.Elect the officers of the Club.

ii. Carry out the day-to-day business of the Club.

iii. Perform all the duties of the Club between meetings of the Board of Directors.

iv. Carry out the directives of the Board of Directors as expressed at the Aannual Mmeetings.

v. Have jurisdiction over suspensions of teams, parents, spectators, officers, players, coaches and managers; adjudication of protests and lifting of suspensions.

vi. Make determination of all questions, taking of any action and meeting any situation involving the Club, not otherwise specifically provided for in the Articles of Incorporation, By-Laws, Rules and Regulations, or by the vote of the Board of Directors at the Aannual Mmeetings.

vii. Have the responsibility and authority to enforce all the By-Laws, Rules and Regulations, and policies of the Club.

viii. Propose a budget each year for consideration by the Board of Directors at its Annual Meeting.

ix. Propose a slate of candidates for each of the Club's offices, to be considered by the Board of Directors at the Annual Meeting.

Article VII

BOARD OF DIRECTORS

Section 7.01 - The Board of Directors shall be the main policydecision making body of the Club, except where it so delegates by rule to the Executive Committee.

Section 7.02 - The Board of Directors shall consist of the following Oofficers and directors:

i. President

ii. First Vice-President

i. Second Vice-President/Comptroller

iii. Secretary

iv. Registrar

v. Treasurer

vi. Ice Conveneor

vii. Director of Tournaments and Special Events

viii. Director of Hockey and Special Events

ix. Director of Mmanagers

x. Director of Publications

xi. Director of Fundraising

xii. One Representative elected by each of the Club’s teams, with elections convened as described in section 7.03

Officers shall serve twohree-year, staggered terms. When vacancies occur, officers may be appointed or elected to serve the unexpired term for that office. The terms of office for the President, Vice President, Secretary, Registrar and Director of Fundraising Managers shall expire at the Annual Meeting in 20043 and every twothird years thereafter. The terms of office for the First Vice-President, Registrar,Treasurer, Director of Tournaments, Director of Managers, Director of Publications, Director of Hockey, and Ice Convener shall expire at the Annual Meeting in 20054 and every twothird years thereafter. The terms of office for the Second Vice-President, Treasurer, and Director of Tournaments shall expire at the Annual Meeting in 2005 and every third year thereafter. Procedures for nominations to fill vacancies or to elect offices whose terms are expiring at the Annual Meeting shall be proscribed by rule. Elections are to be governed by Robert's Rules of Order, unless superceded by rule.

Section 7.03 - Team Representatives. The Board of Directors shall also consist of Aa Rrepresentative from each competitive team the Club fields. Team representatives shall be elected by each team through a process proscribed by rule. Each team shall elect one representative to the Board of Directors. The members of each team, who remain in good standing, shall have one vote each in electing a team representative. The team representative must be a parent or guardian of a member of the team. Alternatively, the coach or manager of the team may serve as the representative. Ballots shall be distributed and elections held prior to the Annual Meeting of the Board of Directors. Ballots shall be prepared and distributed by the Director of Managers and shall be collected and counted by the Secretary and Second Vice-President at a meeting of the Executive Committee prior to the Annual Meeting. If team representatives are not elected, or if no one person achieves a majority of the team's votes, or if a vacancy occurs, then a team representative may be appointed by the President upon the advice and consent of the Executive Committee. Teams shall be notified regarding the identity of their representative. Team representatives can be removed from the Board of Directors upon motion by an officer of the Club, with two-thirds of the Directors concurring.

i.Other member as necessary to accomplish the mission of the Club.

Section 7.04 - Each Director and Team Representative shall have vot