BY-LAWS OF THE

DIGHTON REHOBOTH YOUTH LACROSSE, INC.

ARTICLE  I: NAME

This Corporation shall be called DIGHTON REHOBOTH YOUTH LACROSSE, INC.

ARTICLE II: PURPOSES AND POWERS

Section 1.

The purposes of the corporation are directed exclusively for charitable and educational activities, as follows:

a) To develop and promote a lacrosse program for the youth of Dighton, Rehoboth and surrounding communities through a medium of supervised lacrosse programs guided and governed by the se By-Laws.

b) To implant in the youth of the community the ideals of good sportsmanship, fair play,  and honesty for the betterment of their physical and social well  being .

Section 2.

In furtherance of its purposes, the Corporation shall have the powers specified in Section 9 of Chapter 156B and Chapter l 80 of the Massachusetts General Laws (except paragraph  (m) thereof), the power to carry on any activities in connection with any of its purposes, and all other powers conferred by the laws of Massachusetts upon non-profit corporations or business corporations formed under the General Laws of the Commonwealth of Massachusetts as amended from time to time , except for such powers as are prohibited by law to non -profit corporations. The Corporation may receive or acquire from any source whatsoever in trust or otherwise, by gift or will or otherwise, and hold cash, secretaries and real and personal property to the extent from time to time authorized by law; but no such cash, securities or property shall be acquired, received or accepted by gift, devise, bequest or otherwise if the acquisition, receipt or acceptance thereof is conditioned or limited in any manner that would require the disposition of the income or principal thereof in a manner inconsistent with purposes of the corporation.

Section 3. 

The corporation may make contributions, in such amounts as the directors determine to be reasonable for the welfare of the  Dighton-Rehoboth Community or for charitable, educational,  scientific, civic, or other similar purpose.

Section 4.

No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, director, officer of the corporation,  or any private individual, and non member , trustee, officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.

Section 5.

Upon the dissolution of this organization, assets shall be distributed for one or more exempt   purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal Tax Code, or shall be distributed to the Federal Government, or to state of the local government for public purpose.

Section  6. 

No substantial part of the activities of the Corporation shall be carrying on propaganda or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h)), or participating in, or intervening in (including the publication or distribution of statement), any political campaign on behalf of any candidate for public office.

ARTICLE III: MEMBERSHIP

Section 1.

Membership is open to any parent or legal guardian who has had a child registered in the lacrosse program within the last three (3) years , and any coach. assistant coach. or league official regardless of whether he or she has a child in the program. All members shall adhere to the principals of the corporation.

Section 2.

The Board of Directors may determine from time to time the amount and terms of any annual dues or other assessment payable to the corporation by Members.

Section 3.

Each member shall be entitled to one vote on all matters brought before any meeting of members.  All votes shall be in person and not by proxy.

Section 4.

A member may be suspended for a period or expelled for cause, such as violation of any of the By-Laws or rules for the Corporation, or for conduct prejudicial to the best interest of the Corporation, by majority vote of the Board of Directors, provided that a statement of the charges shall have been mailed to said member at his last recorded address at least fifteen (15) days before action is taken thereon. The member shall be given an opportunity to present a defense to the proposed suspension or expulsion.

ARTICLE  IV: MEETINGS

Section 1. Annual Meetings of Members.

The members of the Corporation shall meet once each year in December, or at such other hour or place as may from time to time be designated by the Board of Directors, for the purpose of electing officers and directors of the Board of Directors and transacting such other business as may properly be brought before such meeting.

At the Annual Meeting any business may be transacted whether or not the notice of such meeting shall have contained a reference thereto, except where such a reference is required by law, or Articles of Organization, or these by-Laws. If the Annual Meeting is not held as herein provided, a special meeting of the members in lieu of the Annual Meeting date may be held with all the force and effect of an Annual Meeting.

Section 2. Special Meetings.

Special meetings of the members may be called by the President, Board of Directors , or upon written application of ten or more members.  At any special meeting, only business to which a reference shall have been contained in the notice of such meeting may be transacted.

Section 3. Notice of Meetings.

a.)  Regular meetings shall be announced at the previous regular meeting, with respect to time , place and date, and followed  by no further notice of regular meetings.

b.) Special meetings shall be held by giving one week's written, telephone, electronic (including  posting on the website).

In all cases, notice, when required, shall be given whether by the President , or Secretary or their authorized  representative.

Written notice, when required, shall be only to those members who have furnished to the Secretary of the corporation his /her current post office address and telephone, unless unlisted.

Section 4. Quorum.

Except as otherwise provided by the Articles of Organization, a majority of members present and entitled to vote shall be necessary to and shall constitute a quorum for the transaction of business at all meeting of members.  If, however, such quorum shall not be present or represented at any meeting of the members, the members entitled to vote thereate, present, shall have the power to adjourn the meeting from time to time, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed .

ARTICLE  V: BOARD OF DIRECTORS

Section 1. Powers.

The activities, affairs, and property of the Corporation shall be managed , directed and controlled, and its powers exercised by and vested in, compensation, monetary or otherwise by the Board of Directors.

Section  2. Composition.  

The Board of Directors shall consist of a President, Secretary, Treasurer,

 Boys Director, Girls Director, Communication Director and Webmaster.  The aforementioned individuals shall constitute the Board of Directors and shall  be elected each year at the Annual Meeting.

Section 3. Vacancy.

Whenever a vacancy occurs for any reason, the vacancy may be filled by the remaining Board of Directors for the remainder of the term of office or directorship so vacated.

Section 4. Term.

Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, the officers and directors of the Corporation shall hold office until the next Annual Meeting of the members and until their respective successors are chosen and qualified.

Section 5. Resignations.

Any officer or director may resign by delivering his written resignation to the Corporation at its principal office or to the President or Secretary.   Such resignation  shall be effective at the time or upon the happening of the condition, if any, specified therein, or if no such time or condition is specified, upon its receipt.

Section 6. Removal.

Any officer, or director, may be removed from office with cause by vote of two thirds (2/3) of the Board of Directors then in office, after a reasonable notice and opportunity  to be heard before the Board of Directors.

Section 7. Certain Duties and Powers. 

The officers and directors, designated below, subject at all times to these By-Laws and to the direction and control of the Board of Directors, shall have and exercise the respective duties and powers set forth below:

a) President. The President shall be the chief executive officer of the corporation and shall have general operating charge of its operations. Unless otherwise prescribed by the Board of Directors.  He/she shall, when present, preside at all meetings of the members and at all meetings of the Board of Directors. The President shall oversee operation of the board and the league, approve expenses, schedule meetings and set the agenda.  The President will be accountable for all field coordination responsibilities.  The President shall be a member of the Executive Committee of the Board of Directors.  The President will be the deciding ballot should there be a tie vote.

b) Treasurer. The Treasurer shall be the principal financial officer of the Corporation. He or she shall have custody and control over all funds of the Corporation, maintain fill and adequate accounts of all monies received and paid by him or her in account of the corporation and, subject to the control of the members, discharge all duties incident to the office, the Treasurer. The Treasurer shall have authority, in connection with the normal business of the Corporation to sign checks, drafts, contracts, bids, bonds, powers of attorney and other documents.  All checks, drafts, notes, drawn on the Corporation shall be signed by the Treasurer, or his designee, or such other signatories as shall be designated by the Board of Directors. The Treasurer shall be a member of the Executive Committee of the Board of Directors.

c) Secretary/ Registrar ("Secretary"). The Secretary shall be the principal recording officer of the Corporation and shall be a resident of the Commonwealth of Massachusetts. He/she shall record all proceedings of the members and discharge all duties incident to the  office of Secretary.  The Secretary shall record all proceedings of the Board of Directors. In the absence of the President from any meeting, the Secretary shall preside. 

d) Boys Director.  The Boys Director shall coordinate with the league in which the boys teams will compete, create the teams and fill coaching spots for the boys teams.  The Boys Director shall be a member of the Board of Directors.  The Boys Director has the ability to designate a referee contact.

e) Girls Director.  The Girls Director shall coordinate with the league in which the girls teams will compete, create the teams and fill coaching spots for the girls teams.  The Girls Director shall be a member of the Board of Directors.  The Girls Director has the ability to designate a referee contact.

f) Communications Director.  The Communication Director will control the flow of information between the Board of Directors and the league.  The Communications Directory will be responsible for determining public relation campaigns, executing league wide emails, communicating via social media platforms where applicable.  All communication from the Board of Directors to the league will be executed from a DRYL email address.

g) Webmaster.  The Webmaster shall be responsible for maintenance of the corporation’s designated website and social media websites.  The Webmaster shall be a member of the Board of Directors

Section 8. Compensation.

Officers and directors shall not be compensated for services rendered as officer of the Corporation. Officers and directors shall be entitled to receive reimbursement for reasonable expenses incurred in the performance of their duties. An officer or director may not serve as a paid employee of the Corporation.

ARTICLE  VI: FISCAL YEAR

Section 1. Fiscal Year.

The fiscal year of the Corporation shall be the fiscal year ending December 31, or such other fiscal year, as the Board shall, from time to time, determine.

ARTICLE  VII: MAINTENANCE  AND INSPECTION  OF RECORDS

Section 1. Records.

The Corporation shall maintain the original or attested copies of its Articles of Organization, By-Laws and records of all meetings of incorporators, the Board of Directors and members, as well as its membership records which shall  contain  the names and addresses of all members of the Corporation.  Such copies and records shall be maintained at the principal office of the Corporation or the office of the Clerk or the office of the Corporation’s Attorneys and shall be open at all reasonable times to the inspection of any member for a proper cause. The Directors may from time to time make reasonable regulations as to the time, place and manner of inspection by the members of the records and documents of the Corporation as aforesaid within this Article. All records of the Corporation shall be open to inspection by any member of the Board at all times during the usual hours of business.

ARTICLE  VIII: DEPOSITS, CHECK, LOANS, CONTRACTS,  ETC.

Section 1. Deposit of Funds.

All funds of the Corporation, not otherwise employed, shall be deposited in such banks, trust companies or other reliable depositories as the Board of Directors from time to time may determine.

Section 2. Checks, Etc.

All checks, drafts, endorsements, notes and evidences of indebtedness of the Corporation, and all endorsements for deposits to the credit of the Corporation shall be signed by such officer or officers, agent or agents of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the corporation. Designees for such purpose may be appointed by the President and Treasure, but only upon approval first having been given by the Board of Directors.

Section 3. Expenditures.

All expenditures exceeding $500.00 shall require prior approval of the Board of Directors.

Section 4. Loans.

No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any such authorization to, may be general or confined to specific instances, and may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Corporation .

Section 5. Contracts. 

The President, Treasurer, or any other officer specifically authorized  by the Board of Directors, may, in the name of and on behalf of the Corporation enter onto those contracts or execute and deliver those instruments that are specifically authorized by the Board of Directors. No officer or other agent of the Corporation may enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation prior to such authorization.

Section 6. Fundraising.

All fund raising activities involving Dighton Rehoboth Youth Lacrosse, Inc. members or done in the name of the Dighton Rehoboth Youth Lacrosse, Inc. must have the prior approval of the Board of Directors.

ARTICLE IX: LIMITED LIABILITY

Section 1. Property Members.

The private property of the members shall not be subject to the payment of corporate debts to any extent whatsoever.

Section 2. Indemnity of Directors and Officers.

Any person (and the heirs. executors and administrators of such person) made or threatened to be made a party to any action, suit or proceedings by reason of the fact that he or she is or was a director or officer of the Corporation shall be indemnified by the attorney's fees and disbursements, incurred by him or her (or by his or her  heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding that such director or officer is liable for negligence of misconduct in the performance of his or her duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such director or officer (or such heirs. executors or administrators) may be entitled apart from this Article.

Section 3. Reliance in Good Faith.

Each director and officer of the Corporation shall, in the performance of his/her duties, be fully protected in relying in good faith upon the books of account of the Corporation, written reports made to the Corporation by any of its officers or employees or by counsel, accountants, appraisers, or other experts, or consultants selected with reasonable care by the directors, or upon other records of the Corporation.

ARTICLE X: AMENDMENTS

These By-Laws and the Articles of Organization may be amended in whole or in part by a two thirds vote of the eligible members present and voting at any Annual or Special Meeting of the Members. A copy of the present By-Laws and a copy of the proposed change thereto shall accompany the notice of such meeting.

ARTICLE XI: RULES OF PLAY AND POLICY MANUAL

Rules of Play and Policies will he adopted annually by a vote of the Board of Directors.

ARTICLE  XII: MISCELLANEOUS PROVISIONS

Section 1. Capital Stock. 

The Corporation shall have no capital stock.

Section 2. Corporate Seal.

The seal of the Corporation shall be in such form as shall be determined from time to time by the Board of Directors.

Section  3.  Dissolution.  

The Corporation may, subject to applicable provision of law, be dissolved by the affirmative vote of a majority of the members. Upon such a vote, a petition for dissolution may be filled in the Massachusetts Supreme Judicial Court or  the  Superior  Court applying for authority to dissolve the Corporation and to distribute its funds. On liquidation or dissolution of the Corporation, all properties and assets remaining, after providing for all debts and obligations, shall be distributed no such other funds, foundation, or organization formed and operated primarily for the charitable educational, scientific, civic, or similar purposes in the public interest which is not organized primarily for profit.

Section 4. Conflicting Laws.

If any term or provision of these By-Laws is contrary to law or otherwise invalid or unenforceable, it shall be deemed stricken therefrom and the remaining terms and provisions shall not be affected thereby but each such remaining term and provision shall be given effect to the fullest extent permitted by law.

Section 5. Adoption.

These By-Laws shall become adopted and binding by the Corporation upon vote of the majority of the members present at the meeting which shall, amongst other things, be held for the purpose of considering and adopting these By-Laws.

Adopted on:_________________________

Signed:_____________________________