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.
