The name of the
organization shall be BAINBRIDGE ISLAND LACROSSE ASSOCIATION. The Association
may have its principal office or other offices at such place or places,
within the State of Washington, as the Boys Board of Directors and Girls
Board of Directors may in their discretion provide. The Association
presently has no principal office but its mailing address is BAINBRIDGE
ISLAND LACROSSE ASSOCIATION, c/o Bainbridge High School, 9330 NE High
School Road, Bainbridge Island, Washington 98110
ARTICLE
II
Members
Section 1. MEMBERS.
The Association Members shall be parents with children currently or
previously involved in Bainbridge Island boys or girls lacrosse activities.
Section 2. ANNUAL
MEETING. Annual meetings of Association Members shall be held during
the months of May or June of each year, on dates selected respectively
by the Boys President and by the Girls President, for the purpose of
electing Directors for the Boys Board of Directors and the Girls Board
of Directors and for the transaction of such other business as may come
before the meeting.
Section 3. SPECIAL
MEETINGS. Special meetings of the Association Members for any purpose
or purposes, unless otherwise prescribed by statute, may be called by
the Boys President or by the Girls President or by the respective Board
of Directors, or shall be called by a President at the request of any
three (3) Members of the Association or at the request of any two (2)
Directors.
Section 4. PLACE
OF MEETING. The Boys Board of Directors and the Girls Board of Directors
may designate the place of meeting for any respective annual meeting
or for any special meeting called by the respective Board of Directors.
In the absence of a designation by the Board of Directors, the respective
President may designate the place of meeting. In no event shall the
location of the meeting be other than on Bainbridge Island.
Section 5. NOTICE
OF MEETING. Written or printed notice stating the place, day, and hour
of the meeting, and in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten
nor more than fifty days before the date of the meeting, either personally
or by email or by United States mail, by or at the direction of the
respective President, or Secretary, or officer or persons calling the
meeting, to each Member of the Association. If emailed or sent by United
States mail, such notice shall be deemed to be delivered when notice
is sent or deposited in the United States mail, with postage prepaid,
and addressed to the Member at his or her address as it appears on the
last registration application filed by a member's child. In the event
only one parent provides their name on the child's last application,
notice need only be given to that one parent, although both parents
may appear at a meeting and vote as a single Member.
Section 6. PROXIES.
At all meetings of Association Members, a member may vote by proxy executed
in writing by the member or by his or her duly authorized attorney in
fact. Such proxy shall be filed with the respective Secretary before
or at the time of the meeting. No proxy shall be valid after one (1)
month from the date of its execution unless otherwise provided in the
proxy.
ARTICLE
III
Board
of Directors
Section 1. GENERAL
POWERS. The business and affairs of the Association shall be managed
by its respective Boys Board of Directors or Girls Board of Directors.
Section 2. NUMBER,
TENURE, AND QUALIFICATIONS. The number of Directors of the Association
for the Boys Board of Directors and for the Girls Board of Directors
shall each not be more than fifteen (15). Directors shall be elected
at the respective annual meeting of Boys Members and Girls Members,
and the term of office of each Director shall be until the next annual
meeting of Members and the election and qualification of his or her
successor. Directors must be residents of Bainbridge Island and Members
of the Association.
Section 3. REGULAR
MEETINGS. Regular meetings of the respective Board of Directors shall
be held without notice, other than provided by these By-Laws, after
the annual meeting of Association Members. The respective Board of Directors
may provide, by resolution, the time and place for holding additional
regular meetings without other notice than such resolution.
Section 4. SPECIAL
OR JOINT MEETINGS. Special or joint meetings of the Boys Board of Directors
and the the Girls Board of Directors may be called by or at the request
of the respective President or any Director of a respective Board.
Section 5. NOTICE.
Notice of any Directors’ meeting shall be given at least 48 hours
before the time fixed for the meeting, by written notice delivered personally
or emailed or sent by United States mail to each respective Director
at his or her residence. Any Director may waive notice of any such meeting,
except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted
nor the purpose of any regular or special meeting of the respective
Board of Directors need be specified in the notice or waiver of notice
of such meeting
Section 6. QUORUM.
One-half of the number of Directors shall constitute a quorum for the
transaction of business at any meeting of the respective Board of Directors,
but if less than such majority is present at a meeting, a majority of
the Directors present may adjourn the meeting without further notice.
Section 7. BOARD
DECISIONS. The act of the majority of the respective Directors present
at a meeting at which a quorum is present shall be the act of the respective
Board of Directors.
Section 8. VACANCIES.
Any vacancy occurring in a respective Board of Directors, including
any vacancy to be filled by reason of an increase in directorship, may
be filled by the affirmative vote of a majority of the respective Directors.
A Director elected to fill a vacancy shall be elected for a term of
office until the next annual meeting of Association members and the
election and qualification of his or her successor.
Section 9. COMPENSATION.
No compensation shall be paid to any Director for their services as
Director.
Section 10. REMOVAL
OF DIRECTORS. Any Director can be removed, with or without cause, by
an affirmative vote of a majority of the respective Boys or Girls Association
Members at any regular or special meeting.
ARTICLE
IV
Officers
Section 1. NUMBER.
The Association officers for Boys shall be President, Vice-President,
Secretary, and Treasurer and for Girls shall be President, Vice-President.
Secretary, and Treasurer, and such officers shall be the Executive Committee
of the respective Board of Directors. Any two or more offices may be
held by the same person, except the offices of President and Secretary.
Section 2. COORDINATION.
The Executive Committees of the Board of Director for Boys and Board
of Directors for Girls shall meet annually in June to coordinate policies
and procedures for the Association’s administrative and accounting
functions.
Section 3. ELECTION
AND TERM OF OFFICE. The officers of the Board of Directors shall be
elected by the respective Board of Directors for Boys and for Girls.
Each officer shall hold office until his or her successor has been duly
elected and qualifies or until death or until he or she resigns or is
removed in the manner hereinafter provided.
Section 4. REMOVAL.
Any officer or agent elected or appointed by a Board of Directors may
be removed by the respective Board of Directors whenever in its judgment
the best interests of the Association would be served thereby.
Section 5. VACANCIES.
A vacancy in any office because of death, resignation, removal, disqualification,
or otherwise, may be filled by the respective Board of Directors for
the unexpired portion of the term.
ARTICLE
V
Contracts,
Loans, Checks, and Deposits
Section 1. CONTRACTS.
The respective Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Association, and such
authority may be general or confined to specific instances.
Section 2. LOANS.
No loans shall be contracted on behalf of the Association and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution
of the respective Board of Directors.
Section 3. CHECKS,
DRAFTS, OR ORDERS. All checks, drafts, or other orders for the payment
of money, notes, or other evidences of indebtedness issued in the name
of the Association shall be signed by such respective officer or officers,
agent or agents of the Association and in such manner as shall from
time to time be determined by resolution of the respective Board of
Directors.
Section 4. DEPOSITS.
All income received by the Association shall be promptly deposited to
the credit of the Association in such banks, trust companies, or other
depositories selected by the respective Board of Directors.
ARTICLE
VI
Coaches
No coach shall be
eligible to coach for Bainbridge Island Lacrosse Association if such
coach has a son or daughter on the team being coached, unless unanimous
approval has been given by the respective Board of Directors.
ARTICLE
VII
Certificates
No certificate shall
be issued to any member.
ARTICLE
VIII
Fiscal
Year
The fiscal year
of the Association shall be as adopted jointly by the Boys and Girls
Board of Directors as deemed appropriate.
ARTICLE
IX
Seal
No Corporate seal
shall be required of the corporation.
ARTICLE
X
Waiver
of Notice
Whenever any notice
is required to be given to any Member or Director or the Association
under the provisions of these By-Laws or under the provisions of the
Articles of Incorporation or under the provisions of law, a waiver thereof
in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
ARTICLE
XI
Amendments
These By-Laws may
be amended or repealed and new By-Laws may be adopted by joint agreement
of a majority of the Boys Board of Directors and the Girls Board of
Directors at a special meeting.