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COLORADO GIRLS LACROSSE ASSOCIATION

BY-LAWS

(Updated January 2011)

Note **** The following By-Laws were compiled by a group of 10 volunteers from different Clubs in Jan/Feb, 2002. Once the initial CGLA Board is elected on February 20 th at the Coaches Meeting, continued revision and eventual Board ratification of these By-Laws will be a high priority. Please review carefully, and your thoughtful input to the new Board is welcomed and will be appreciated.

ARTICLE I

NAME

Section 1. The name of the Association shall be the Colorado Girls Lacrosse Association. (CGLA).

Section 2. The CGLA will operate under the tax ID number of the Colorado Junior Lacrosse Association.

Section 3. All policies and activities of the Association shall be consistent with applicable federal, state, and local antitrust, trade, and professional regulation, tax exemption and other legal requirements.

ARTICLE II

PURPOSES

Section 1. The purposes of the Association are to provide elementary and middle school girls in Colorado with the fundamental skills required to play lacrosse and to promote the spirit and sportsmanship of the game of lacrosse, and includes:

a. To organize and execute a calendar of games and tournaments for its member Clubs and teams.

b. To structure a framework of game regulations that will ensure a safe environment in which to conduct lacrosse games, while, at the same time, offer an opportunity for all participants to enjoy the sport of lacrosse. The CGLA regulations shall be in general accordance with the US Lacrosse Association- Women's Division and Youth Rules.

• To create a collaborative partnership between the various constituencies of the Association, governing Board, member Clubs, coaches, referees, parents, and girls, so the Association maintains an atmosphere of learning, enjoyment, and good sportsmanship, and that all in the Association conduct themselves in a manner that reinforces high behavioral standards.

• To educate coaches, parents, and the community about lacrosse, and to promote the sport at all levels.

ARTICLE III

MEMBERSHIP

Section 1. Club Membership A "Club" in the Association is defined as any organization that meets the requirements of the Association and has received a two-thirds majority approval vote of a quorum of the Board of Directors (See Article V, Section 6). The Requirements for Club Membership are:

a. One or more "Teams"

• A "Team" is defined as a group of players within the defined age group of the Association, with a coach, team uniforms, a secured playing field, and a desire to be a Club Member of the Association. The Board will provide consultation, assistance, or resources to assist groups that want to become Clubs. Application by a new Club to participate in CGLA must be submitted in writing to the Board no later than November 1 st for the upcoming year.

• Club Memberships are not transferable or assignable.

• Each Club will notify CGLA by the February Board meeting as to how many teams their Clubs will have in the upcoming season.

• Each Club will notify CGLA by the February Board meeting as to who their Club Delegate will be on the Board for the upcoming fiscal year (see Article V, Section 2.) Each Club shall demonstrate that a democratic process was used in determining the Club delegate. New clubs are placed on probation for one year and assigned a mentor.

• Each Club will determine its own annual fee amount. (see Article IV).

• Clubs and Club Teams will assist CGLA in the development and execution of fund-raising activities for CGLA.

• Clubs are expected to maintain a current database/mailing list of all administrators, coaches, and players that shall consist of names, addresses, phone, FAX, e-mail addresses, etc. for distribution of Association and Club information.

• All CGLA scheduled games must have a scheduled US Lacrosse certified CWLOA (Colorado Women's Lacrosse Organization) official, sanctioned by CGLA.

ARTICLE IV

DUES

Section 1. Club Membership Fees Each Club shall annually determine the amount of their Club fees for each girl or team, based on their total projected financial obligations and Club desires for the upcoming year. The Club Fees shall cover the cost of scheduling of officials, US Lacrosse Association membership for each girl, and CGLA Club dues. At the discretion of each Club, their fees may also be used for such things as uniforms, jackets, year-end parties, or other activities as the Club wishes. The Club shall provide its members, upon request, a breakdown of how the fees have or will be spent.

Section 2. CGLA Club Dues CGLA will determine annually at the September Board meeting the amount that each Club shall pay to CGLA for their Club Dues for the upcoming fiscal year. The CGLA Club Dues shall cover the costs of staff compensation, payment of officials, tournament fees, clinics, coaches training, and other expenses necessary for CGLA to operate. Each Club shall submit their Club Dues to CGLA each year by a date in February to be determined by the CGLA Executive Board for the upcoming season. Failure of Clubs or Teams to pay dues on time may result in the Club or Team not receiving a schedule for the upcoming season. Refunds shall not be given to any club after the registration deadline. However, a club may petition the CGLA Executive Board for a refund due to serious, extenuating circumstances. Such cases shall be reviewed by the CGLA Executive Board on an individual basis. Any change in the CGLA Club Dues from the previous year shall require a 2/3 approval vote of a quorum of the Board present with the proper 30 day Board meeting notice.

Section 3. US Lacrosse Membership All Club coaches and CGLA girl players shall be members of the US Lacrosse Association. The club admin/delegate are recommended to obtain membership. All club Head and assistant coaches must clear a background check. It shall be the responsibility of each Club annually to register and pay the necessary membership fees to the U.S. Lacrosse Association for the aforementioned people. CGLA Board members shall also be members of U.S. Lacrosse.

ARTICLE V

BOARD OF DIRECTORS

Section 1 .Authority and Responsibility. The governing body of the Association shall be the Board of Directors. The Board of Directors shall have the supervision, control, and direction of the affairs of the Association, its committees, its employees, volunteers, and publications; shall determine its policies or changes therein; and shall determine its policies or changes therein; and shall actively meet its objectives and supervise the disbursement of its funds. Board items include, but are not limited to: mission and vision, strategic planning, annual budget and on-going financial performance, fundraising, rules of game/field, grievance & discipline resolution, league structures, By-Law amendments, support of Clubs, performance appraisal of, and Executive Director compensation. The Board of Directors may adopt such rules and regulations for the conduct of its purposes, as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority to the Executive Committee.

Section 2. Composition

Composition of the full Board The composition of the Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, and one representative from each Member Club (called "Club Delegate") , and the Executive Director and Immediate Past President as ex-officio members (no vote). The aggregate of the Club Delegates shall be called the "General Assembly" of the Board.

Composition of the Executive Committee. The composition of the Executive Committee shall be the President, Vice President, Secretary, Treasurer, and shall be called "Officers" of the Association. . The Executive Director shall be an ex-officio member of the Executive Committee but shall not vote. Club Delegates of the General Assembly shall not simultaneously be Officers. Anyone serving on the Board who also holds the position of Club Delegate of the General Assembly shall only be able to exercise one vote.

Section 3. Manner of Election Each Club Delegate will be determined annually through a democratic process by their individual Clubs, and the Delegate name must be received by the Board in advance of the September Board meeting. The Executive Committee will be voted on annually each June by a slate of nominations from the Board Nominating Committee or when an Executive Committee position becomes open due to unforeseen circumstances.

Section 4. Terms and Re-election .Officers shall serve a two year term unless they resign or are dismissed by a two-thirds vote of the Board. Each officer may be re-elected for a second term, but cannot be eligible for further re-election until at least one year has elapsed since the end of their 2 nd term. A staggered election process will begin where the President and Secretary are elected on a different annual cycle from the VP. The Treasurer may serve for an extended period of time due to extensive training and time spent learning how to manage the CGLA books.

Section 5. Regular and Special Meetings . Regular meetings of the Board will take place at a minimum of four/ five times per year at strategic times to conduct the necessary business of the Association. At its discretion, the Board may call additional meetings when necessary.

Section 6. Quorum and Manner of Acting . A simple majority (one over half) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. A quorum at a regularly scheduled CGLA meeting is equal to 5 clubs being present. Any vote will be passed with a majority of the clubs represented at the meeting (minimum of 5) . If there is not a quorum present, the Board shall not vote on any matters, but may meet informally if they wish.

• Any or all Directors may participate in a meeting of the Board, or committee of the Board by means of conference telephone or video conferencing, as long as participants are able to hear one another, and such participation shall constitute presence at the meeting.

• Voting rights of a Director shall not be assigned to another Director or exercised by proxy, unless such proxy vote is submitted to the President prior to the meeting in writing.

• Board meetings are open to the public, and guests may be invited to meetings by the President from time to time to assist with policy-making, strategic planning, etc. The public and guests shall not vote on any matters of the Board.

Section 7 .Notice of Meetings Notice of regular meetings shall be published and distributed thirty days in advance of each meeting by mail, fax, e-mail, telephone, or other delivery. Special meetings may be called by the President, or any two Officers of the Board with notice at least 72 hours in advance of the meeting. Agenda items for Board meetings shall be submitted to the President at least 24 hours prior to the meeting.

Section 8. Rules of Order . Parliamentary procedure for meetings shall be governed by ROBERTS RULES OF ORDER, except as may be otherwise provided by these Bylaws. Meetings shall generally be organized with the following format: roll call, officer and committee reports, old business, new business, announcements, adjourn.

Section 9. Action by Directors without Meeting .Actions may be taken by the Board from time to time without meeting, provided that the email ballot or item for vote is received and signed by all of the Directors entitled to vote with respect to the subject matter thereof.

Section 10. Removal or Resignation. Any Director may be removed for good cause by a two-thirds vote of a quorum of the Board. Any Director may resign by submitting a written resignation with the Secretary, but such resignation shall not relieve the Director of the obligation to pay any unpaid dues, assessments, fees or charges accrued before the resignation is received.

Section 11. Vacancies. Any vacancy occurring on the Board between Annual Meetings shall be filled by Board appointment. In cases of Officers, the Board will vote to fill vacancies by a majority vote. In cases of Club Delegate vacancies, the Secretary will request that the individual Club fill the vacancy, and notify the Secretary with the name. A Director so elected to fill a vacancy shall serve the predecessor's unexpired term.

Section 12. Compensation and Conflict of Interest. Members of the Board of Directors (except the Exec Director or other designated paid staff) shall not receive any salaries for their services, but shall be re-imbursed for personal expenses incurred which have been previously approved by the Board. Directors may not use the Association to promote non-Association interests, and may not express opinion or vote on matters within the Association on matters that could involve personal or professional gain. Board members shall be required to fully disclose such potential conflicts of interest.

Section 13. Standing and Ad-hoc Committees of the Board The Board shall establish standing and ad-hoc committees at its discretion, chaired by Board members. Committee members do not have to be members of the Board- community volunteers are welcome and encouraged. The Standing Committees shall be:

• Nominating Committee- The Chair of the Nominating Committee must be a Board Member, and reports to the President of the Board. The Nominating Committee shall present a slate of nominations for upcoming vacant Officer positions each May to the President.

• Fundraising Committee- The Chair of the Fundraising Committee shall be the Vice President, who shall work closely with the Treasurer and Executive Director on the planning and execution of fundraising projects.

• Rules Committee- The Chair of the Rules Committee shall be the President who shall work closely with Executive Director and CWLOA Association President.

• PCA Ambassador will be voted on by the Board of Directors and play an important role with the Executive Board.

ARTICLE VI

OFFICERS

Section 1. Officers .The Officers of the Association shall be the President, Vice President, Secretary, and Treasurer.

Section 2. President . The President shall set the agenda and preside at all meetings of the Board of Directors and Executive Committee, and shall be the chief executive officer of the Association. The President also shall serve as a member ex-officio, with right to vote on all committees except the Nominating Committee. The President is responsible for the welfare and fiscal health of the Association, and shall perform such duties as necessary, or as may be prescribed by the Board of Directors. The President, along with the Executive Director, will also serve as representatives to the Colorado Lacrosse Foundation.

Section 3. Vice President . The Vice President shall perform the duties of the President in the event of the President's inability to serve, chair the Fundraising Committee, and shall have other duties that may be delegated by the Board, such as coordination with US Lacrosse online player registrations.

Section 4. Secretary . The Secretary shall provide for the proper recording of proceedings of the Association, Board of Directors, and committees; provide for accurate Club and individual membership records, provide for proper mailings of notices to members; other duties customarily incident to the office of Secretary, or other duties delegated by the Board. The Secretary shall provide an annual calendar and proper notice of meetings, accurate meeting minutes and timely distribution of previous minutes prior to meetings to Board members and the Colorado Lacrosse Foundation.

Section 5. Treasurer .The Treasurer shall be responsible for all funds, accounts, and securities of the Association and the collection of all dues, assessments, fees, and charges, and deposit and disperse all moneys in the name of the Association in a bank selected by the Board. The Treasurer shall pay all outstanding debts, including referee compensation in a timely manner. The Treasurer shall report the financial condition of the Association at all meetings. At the conclusion of each fiscal year the Treasurer shall prepare an annual report which will include a review by a Certified Public Accountant as determined by the Board, and submit a Budget to the Board for the upcoming fiscal year, and submit the proper 990 IRS form by January 15 for the previous fiscal year. The Treasurer will work closely with the Executive Director on such financial matters, and co-sign on all checks above $500. At the expiration of the term of office, the Treasurer shall deliver to the successor all books, money, checkbooks, and other property in the Treasurer's custody, or in the absence of a successor, shall deliver such properties to the President.

ARTICLE VII

CLUB DELEGATES

Section 1. Duties. Club Delegates shall be responsible to be the liaison between their Clubs, their Club Administrators, and the CGLA Board. This involves communicating regularly and effectively with Club administrators, coaches, team parents, and assist the Clubs in CGLA fundraising projects. The Club Delegates will also maintain the Club databases, with contact information of the Club Administrators, coaches, team parents, fields, directions, etc.

ARTICLE VIII

EXECUTIVE DIRECTOR

Section 1. Executive Director . The Board of Directors may hire an Executive Director (E.D.), who shall collaboratively with the Board, and is responsible for the operations of the CGLA Association. Duties of the E.D include:

• Game scheduling and oversight of referee scheduling

• Produce official team rosters with birth-date, school, grade, and phone

• Schedule and facilitate coaches meetings

• Facilitate all league communication

• Coordinate youth officials program recruiting, training, and scheduling

• Organize a coach's clinic at the beginning of the season

• Be a resource for coaches for rules, instructional information, support, etc..

• Generate communication and interpretation of the US LACROSSE rules

• Provide support and advice to start-up programs

• Establish and facilitate the All-Star program for 6 th graders

• Organize and facilitate the end of season FESTIVAL

• Respond to complaints and rule violations

• Coordinate with the boys programs on various activities and events

• Could provide support & leadership for girl's Team Select and the US lacrosse Youth Festival

• Provide more youth representation to the CLF Board

• Provide or oversee the maintenance of an accurate Association database/contact list.

• Sign checks up to $500. Over $500 requires a co-signature by the Treasurer.

Section 2. Compensation and Performance . The President of the Board of Directors will conduct an Annual Performance Appraisal, and make recommendations to the full Board on compensation. This shall occur around the time of the annual budget preparation for the upcoming fiscal year. The full Board shall vote on annual E.D compensation. The President and Board will follow customary employee supervision practices. Removal of an E.D. requires a 2/3 vote of the Board.

ARTICLE IV

FINANCES

Section 1. Fiscal Year. The Association's fiscal year shall be August 1st to July 31st .

Section 2. Restrictions. No part of net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services and other expenses rendered and to make payments and distributions in furtherance of the purposes set forth herein.

Section 3. Dissolution. Upon the dissolution of the Association, the Board of Directors shall, after paying and making provision of all the liabilities of the Association, shall return all assets of the Association to the Colorado Junior Lacrosse Association. (CJLA).