_____________________________ HIGH SCHOOL HOCKEY CLUB, INC.
(a Maryland Nonstock Corporation)
The name of the Corporation is ____________________________ High School Hockey Club, Inc.
The Corporation shall be committed to promote the best interests of and to enhance the educational opportunities of students at ____________________________ High School in _________________________________,Maryland by forming an ice hockey club. The Corporation believes that the promotion and development of an ice hockey program at the ____________________________ High School not only will allow the students to expand their horizons by working together in a team effort, but will also improve the general welfare of the ____________________________ High School, its student body, its faculty, and the community. The Corporation is irrevocably dedicated to, and operated exclusively for, nonprofit purposes; and no part of the income or assets of the Corporation shall be distributed to, nor inure to the benefit of any individual.
1. MEMBERSHIP. The Corporation shall have one class of members. The qualifications and eligibility for membership shall be any parent or legal guardian of any student of the ____________________________ High School who: (i) is interested in playing ice hockey for the club; (ii) wishes to become a member of the Corporation; and (iii) pays the applicable membership dues as established by the Board of Directors.
2. DUES. The Board of Directors also shall prescribe the amount and manner of imposing and collecting any initiation or other fees, and any dues, assessments, fines, and penalties, the manner of suspension or termination of membership and for reinstatement, if any, and, except as may hereinafter be provided, the rights, liabilities, and other incidents of membership.
3. RECORD DATE FOR MEMBERS. For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of any other action, the directors may fix, in advance, a date as the record date for any such determination of members. Any such record date shall not be more than sixty days and not less than ten days before the date of such meeting or such consent or dissent or other action by the members, as the case may be.
4. MEMBERSHIP MEETINGS.
A. TIME. An annual meeting shall be held within thirteen months from the date of each prior annual meeting. A special meeting shall be held on the date fixed by the directors except when the general laws of the State of Maryland confer the right to call a special meeting upon the members.
B. PLACE. Annual and special meetings shall be held at such place, within or outside the State of Maryland, as the directors may, from time to time, fix. Each annual or special meeting may be conducted by telephonic or telecopier communication or by means of other electronic communication permitted by law.
C. CALL. Annual meetings may be called by the directors or by any officer instructed by a majority of directors to call the meeting. Special meetings may be called by the directors, the President, the Secretary, or such other officers or persons as a majority of directors shall designate or by members having at least one-tenth of the votes entitled to be cast at such meeting.
D. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written or printed notice must be provided to each member stating the place, day, and hour of each meeting and, in the case of a special meeting, the purpose or purposes for which such meeting is called, and shall be delivered not less than ten days and not more than ninety days before the date of such meeting, either personally or by mail, by or at the direction of the President or Secretary or by the other officers or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid. The notice of any annual or special meeting shall include, or be accompanied by, any additional statements or information prescribed by the general laws of the State of Maryland. Whenever any notice is required to be given any member, a waiver thereof in writing signed by such member, whether before or after
the time stated therein, shall be equivalent to the giving of such notice. Presence of a member at a meeting without objecting to the holding thereof shall also be deemed to be a waiver of notice by any such member.
E. CONDUCT OF MEETING. Meetings of the members shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice President, if any, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the members. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.
F. PROXY REPRESENTATION - VOTING BY MAIL. There shall be no voting by proxy except that specific matters may be voted by proxy provided that the Board of Directors has determined that such matters may be voted by proxy prior to such vote and further provided that the proxy is in written form and sets forth the specific issues and positions that may be voted by proxy. Voting on all matters, including the election of directors, may be conducted by mail. Voting on all matters may be conducted by telephonic or telecopier communication or by means of other electronic communication to the extent permitted by law.
G. QUORUM. The members entitled to cast a one-third of the total number of votes entitled to be cast thereat shall constitute a quorum at a meeting of members for the transaction of any business. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting from time to time until a quorum is present, whereupon any business may be transacted that may have been transacted at the meeting as originally called.
H. VOTING. Each membership shall entitle the holder thereof to one vote in all matters which are required or permitted to be submitted to the membership, including the election or appointment of the directors of the Corporation. In the election or appointment of directors, a plurality of the votes cast at a meeting at which a quorum is present shall elect such directors. Except as may otherwise be provided by the general laws of the State of Maryland, the Articles of Incorporation, or these Bylaws, the affirmative vote of a majority of the votes entitled to be cast by the members at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members; provided that the members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
I. WRITTEN ACTION. Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all of the members
1. FUNCTIONS AND DEFINITIONS. The affairs of the Corporation shall be managed by a governing board, which is herein referred to as the "Board of Directors".
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural person being at least eighteen. A director shall be a member of the Corporation during his or her directorship unless a majority of the full Board of Directors shall provide otherwise.
The initial Board of Directors shall consist of one person, which is the number of initial directors fixed in the Articles of Incorporation, and which shall be the fixed number of directors until a full Board of Directors is elected pursuant to these Bylaws and Maryland law. Thereafter, the full Board of Directors of the Corporation shall consist of not less than one (1) but not more than nine (9) directors. The number of directors may be increased or decreased from time to time by an amendment of these Bylaws, provided, however, that any decrease in the number of directors shall not have the effect of shortening the term of any incumbent director or be less than the minimum number of directors allowed under the general laws of the State of Maryland.
3. ELECTION AND TERM. The initial Board of Directors shall consist of the director named in the Articles of Incorporation. The initial director shall hold office from the date of the filing the Articles of Incorporation until his successors have been elected and qualified, but no later than twelve months from the date of the filing of the Articles of Incorporation. Thereafter, the directorship positions shall be elected on annual basis with each director holding the directorship position for a period of one year, except to the extent permitted under the Bylaws or Maryland law. In the interim between annual meetings of members or of special meetings of members called for the election of directors, any newly created directorships and any vacancies in the Board of Directors, including any unfilled vacancies resulting from the removal of one or more directors by the members, may be filled by the affirmative vote of a majority of the then remaining directors, although less than a quorum exists.
A. TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.
B. PLACE. Meetings shall be held at such place within or outside the State of Maryland as shall be fixed by the Board. Each meeting may be conducted by telephonic or telecopier communication or by means of other electronic communication to the extent permitted by law.
C. CALL. No call shall be required for regular or special meetings for which the time and place have been fixed. Special meetings may be called by the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, or a Vice-President, if any, or by a majority of the directors.
D. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. No notice shall be required for regular or annual meetings of the Board of Directors for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify the business to be transacted or the purpose of the meeting. Notice of any adjournment of a meeting of the Board of Directors to another time or place because a quorum is not present shall be given to the directors who were not present at the time of the adjournment and, unless such time and place are not announced at the meeting, to the other directors. Any requirement of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting. A director's attendance at any meeting shall constitute a waiver of notice of such meeting, excepting such attendance at a meeting by such director for the purpose of objection to the transaction of business because the meeting is not lawfully called or convened.
E. QUORUM AND ACTION. Except as may otherwise be provided by the Articles of Incorporation and these Bylaws, a majority of the full Board shall constitute a quorum. Whenever a vacancy or vacancies in the Board shall prevent a quorum from consisting of a majority of the full Board as aforesaid, a quorum shall consist of at least one-third of the full Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as otherwise provided by the general laws of the State of Maryland, the Articles of Incorporation, or these Bylaws, the vote of a majority of the directors present at the time of the vote if a quorum is present at such time, shall constitute the act of the Board. Voting may be conducted by telephonic or telecopier communication or by means of other electronic communication to the extent permitted by law.
F. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the President, if present and acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed, with or without cause, at a meeting expressly called for that purpose, by a vote of the members which would suffice for the election of directors. At the same meeting, or any adjourned meeting, the members may, by a plurality of votes cast at any such duly organized meeting, fill the vacancy or vacancies resulting from any such removal.
6. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from their number two or more directors to constitute an Executive Committee and other committees, each of which, to the extent provided in the resolution designating it, shall have and exercise the authority of the Board of Directors with the exception of any matters which are required to be submitted to the members for their approval.
Other committees not having and exercising the authority of the Board of Directors in the management of the affairs of the Corporation as aforesaid may be designated and appointed by a resolution or resolutions adopted by a majority of the directors present at a meeting at which a quorum is present.
7. WRITTEN ACTION. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors.
The Board of Directors shall elect or appoint a President, a Secretary, and a Treasurer and may elect or appoint a Chairman of the Board, a Vice-Chairman of the Board, one or more Vice Presidents and such other executive, managerial, fiscal, and assistant officers as it deems necessary for the Corporation. Assistant officers may be appointed or chosen in such manner as the Board of Directors shall determine. The officers of the Corporation may be designated by such other titles as may be permitted by the provisions of the general laws of the State of Maryland and as may be determined by the Board of Directors. Any two or more offices may be held by the same person, provided, however, that the same person may not concurrently hold the office of President and Vice President.
Unless otherwise provided in the resolution of election or appointment or other instrument choosing or appointing any officer, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of members and until his/her successor has been elected, appointed, or chosen, and qualified.
Officers shall have the powers and duties defined in the resolution or the instrument electing, appointing, or choosing them, as the case may be.
The Board of Directors may remove any officer whenever in its judgment the best interests of the Corporation will be served thereby.
BOOKS AND RECORDS - REGISTERED OFFICE AND AGENT
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the members of the Board of Directors and of any committee having the authority of the Board of Directors and shall keep at its registered office or principal office in the state of Maryland a record of the names and addresses of all members.
The address of the initial registered office of the Corporation and the name of the initial registered agent of the Corporation are set forth in the Articles of Incorporation.
The corporate seal, if any, shall be in such form as the Board of Directors shall prescribe.
The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.
CONTROL OVER BYLAWS
The initial Bylaws shall be adopted by the initial Board of Directors at their organizational meeting. Thereafter, the power to amend or repeal the Bylaws and to adopt new Bylaws shall be vested with the Board of Directors.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of____________________________ High School Hockey Club, Inc., a Maryland nonstock corporation as in effect on the date hereof.