Walled Lake Unified Lacrosse Club Constitution

Walled Lake Girls Lacrosse EIN: 45-5528452

Walled Lake Girls Lacrosse By-Laws 2012 (As Amended June 2013)

ARTICLE I. NAME

A. The name of this organization shall be Walled Lake Girls Lacrosse (“WLGL”).

ARTICLE II. PURPOSES AND OBJECTIVES

A. WLGL shall be a non-profit body organized in accordance with the policies of the Walled Lake Consolidated School District.

B. WLGL is organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue law). C. WLGL shall be a non-union, non-profit organization. No part of the net earnings shall provide a real or perceived benefit to any individual member. D. Any funds generated by WLGL shall be directed to the advancement of the Walled Lake Consolidated School District’s high school’s girls lacrosse teams and/or to charities of WLGL. E. No substantial part of the activities of the organization shall be directed toward the distribution of propaganda, or otherwise attempting to influence legislation, or participating in or intervening in any political campaign on behalf of any candidate for political office. F. WLGL shall be a unified entity representing and supporting all high school girls lacrosse teams within the Walled Lake Consolidated School District.

G. The purposes and objectives of WLGL shall be:

1. To promote participation in girls lacrosse as a Varsity sport at Walled Lake High Schools.

2. To promote parental and community support for the players on the Walled Lake High Schools’ girls Lacrosse team(s).

3. To recognize those who participate through banquets and awards.

4. To raise the necessary funds to create and maintain the WLGL team(s).

5. To help renovate and maintain necessary facilities within the Walled Lake Consolidated School District. 1 Walled Lake Girls Lacrosse EIN: 45-5528452

6. To foster, expand and perpetuate the principles of good sportsmanship, as well as fellowship among and between participants, their parents and WLGL members.

7. To create a bond between the Community at large and the school personnel, players, coaches, parents and club members to improve and support the sport of lacrosse at Walled Lake High Schools.

ARTICLE III. DIRECTORSHIP BASIS CORPORATION

A. This Corporation is organized on a Directorship basis.

B. The Executive Board shall consist of seven (7) Directors, who are eligible members in good standing, pursuant to Article VII.

C. The Walled Lake Consolidated School District Athletic Director or his/her designee shall be an advising member of the Executive Board.

D. The Executive Board has the authority to act on behalf of WLGL.

ARTICLE IV. NOMINATIONS AND ELECTIONS

A. As a directorship organization, officers will carry out all normal operations of the Executive Board.

B. The Incorporators of WLGL will appoint the first Executive Board of Directors.

C. Thereafter, Directors shall be elected by the active membership of WLGL at the annual general membership meeting held at the end of the season.

D. Each Director shall hold office until his/her successor shall be duly elected.

E. Director nominations shall be made prior to the annual general membership meeting and may also come from the floor.

F. Terms of office shall be one year and re-election shall not be limited. Newly elected Directors shall take office after the election at the annual meeting. In case of resignation or the inability of a Director to perform his/her duties, the remaining Executive Board shall make interim Director appointments, by a majority vote, from the rolls of active members of WLGL.

G. A Director may be removed from the Executive Board by a unanimous vote of the remaining Directors for misconduct or malfeasance. If a Director is removed, the

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Executive Board shall make interim Director appointments, by a majority vote, from the rolls of active members of WLGL.

ARTICLE V. OFFICERS

A. The Executive Board shall consist of the following officer positions: President, Vice President, Secretary, Treasurer, and three At-Large Members. No individual shall hold more than one office at the same time.

B. The President. The President shall be the chief executive officer of WLGL subject to the direction and under the supervision of the Executive Board, shall have general charge of the business, affairs and property of WLGL, and control over its officers, agents and employees. The President shall preside over all general member and Executive Board meetings when present. The President shall, in general, perform all duties and have all powers incident to the office of president and shall perform such other duties and have such powers as, from time to time, may be assigned by these Bylaws or the Executive Board. The President shall appoint committees and approve all expenditures of WLGL. However, any expenditure over $500 must be approved by a majority vote of the Executive Board.

C. The Vice-President. The Vice-President, in absence of the President or in the event of the President’s inability or refusal to act, shall perform the duties of the President. The Vice-President shall perform such other duties and have such other powers as, from time to time, may be assigned by these Bylaws, the Board, or the President. The Vice- President shall also serve as the chairperson for the fundraising/sponsorship committee.

D. The Secretary. The Secretary shall take minutes at all meetings, shall report previous meeting notes and shall maintain the active membership roster.

E. The Treasurer. The Treasurer is the fiscal officer of WLGL. He/she shall:

1. Maintain an established account, if required, including but not limited to, an internal account with a host high school or district athletic department as designated by the District Athletic Director, or with the Walled Lake Community Education Department operated through the Community Education Bookkeeper.

2. Develop the annual budget for Executive Board approval. Make disbursements in accordance with the approved budget, as authorized by the Executive Board, and keep a full and accurate account of receipts and expenditures.

3. Establish and maintain procedures for segregating duties and handling of cash from all sources including meetings, game day gate receipts, and concession revenue.

4. Present financial statements as requested by the Executive Board.

5. The treasurer will be the “owner” of the bank (checking) account in the name of Walled Lake Girls Lacrosse. Signing authority for any checks over $500 will require two (2) of three (3) registered officers. The three (3) registered officers will be the President, Vice President and Treasurer. The signing authority shall be changed at the financial institution at the start of the officers’ terms.

6. Audit the outgoing Treasurer.

F. Members-At-Large. The Members-at-Large represent the link between the Executive Board and the general membership. The Members-at-Large may be required from time to time to assist the President, Vice-President, Secretary, or Treasurer.

ARTICLE VI. COMMITTEES

A. The following committees shall be standing committees of WLGL:

1. Fundraising/Sponsorships 2. Home Game Staffing 3. Concessions 4. Scholarship Award 5. Special Events

B. Additional Committees shall be established as needed.

C. The chairperson of each committee shall be named by the President from the members of the committee.

D. Committees shall make a report at each general membership meeting, or as requested by the Executive Board.

ARTICLE VII. MEMBERSHIP

A. Membership in WLGL shall be open to adults eighteen (18) years of age and over who are not currently high school students.

B. Good standing membership is defined as those eligible members who are up to date with any dues and fees required as established in the annual budget approved by the Executive Board. Members in good standing will not include those dismissed from membership under Paragraph E below.

C. All good standing members of WLGL shall be qualified to vote.

D. There shall be only one (1) vote per student-athlete who is represented by an eligible member who is in good standing.

E. Code of Conduct

1. All members of WLGL shall act in good faith at all events (social and athletic). Any conduct that is violent or abusive in action shall be considered just cause for dismissal from membership in WLGL. Such conduct should be reported in writing to the Executive Board stating:

 The nature and description of the offensive conduct in detail.

 The date of the occurrence. The report must be signed by the individual reporting the incident.

2. Pursuant to the Executive Board’s review of the conduct, a vote may be taken by the Executive Board at a Special Meeting on actions pursuant to the report.

3. No member of WLGL will in any way use his/ her position to influence the coaches with regard to the playing time of a child in a game.

ARTICLE VIII. GENERAL MEMBER MEETINGS

A. The annual general meeting shall take place at the end of each season.

B. Notice of the annual general meeting shall be published at least two weeks prior to the meeting date.

C. Special Meetings. Upon notice, a special meeting of the members may be called by the President, at such time and place and for the transaction of such business as may be designated in the notice of the meeting. Any request for a special meeting must state the purpose or purposes of the proposed meeting. Notice of a special meeting shall be published 48 hours before the meeting.

D. A quorum shall consist of those members present at any meeting.

ARTIVLE IX. EXECUTIVE BOARD MEETINGS

A. The Executive Board may hold meetings as deemed necessary by the President of the Board regarding frequency and duration.

B. A quorum of the Executive Board shall consist of three (3) Directors.

C. Executive Board voting may be done in person or via e-mail.

D. Action taken by the Executive Board must be by a majority vote of the entire Executive Board.

ARTICLE X. DUES 5 Walled Lake Girls Lacrosse EIN: 45-5528452

A. The Executive Board shall establish the dues and timing of payments for each season based on the review and approval of the annual budget.

ARTICLE XI. FUNDS

A. WLGL shall maintain an established account through a commercial banking institution.

B. The fiscal year of WLGL shall correspond to the fiscal year of the Walled Lake Consolidated School District.

C. Carryover cash balances and reserves are to be established by the Executive Board for special use items such as equipment and uniform rotation.

ARTICLE XII. SCHOLARSHIP

A. The Scholarship Committee shall consist of three members, one representing each Walled Lake Consolidated School District high school, who shall be named by the President.

B. It shall be the duty of the Scholarship Committee to recommend students to the Executive Board for scholarships pursuant to guidelines and provisions established by the Scholarship Committee, and approved by the Executive Board.

C. The Walled Lake Girls Lacrosse Scholarship will be presented to eligible seniors chosen by the scholarship committee. Recommendations by the committee will be given to the Executive Board for approval.

D. The value of the scholarship award will be established in the annual budget and will be contingent on available funds.

E. If the team(s) does/do not have a senior who is qualified for a scholarship, the funds will remain in the general cash reserve of WLGL.

ARTICLE XIII. AMENDMENTS

A. Amendments to the WLGL By-Laws may be introduced by recommendations of the Executive Board or by action of the general membership to form an ad hoc committee for review and for possible amendments.

B. Amendments to the By-Laws shall be adopted by simple majority vote of the general membership present and voting. Absentee voting may be done via e-mail. Members may only vote once. Therefore, a member may not both vote via e-mail and in person on the same issue.

ARTICLE XIV. RATIFICATION OF THE BY-LAWS

A. These By-Laws shall take effect upon acceptance by the general membership of Walled Lake Girls Lacrosse at its inaugural meeting.

ARTICLE XV. BASIC POLICIES

A. WLGL may take appropriate actions to support the objectives and purposes out lined in Article II with the following stipulations:

1. It is expressly intended that services and financial support will not replace the services and financial support provided by the Walled Lake Community School District Board of Education and will not violate such regulations of the Board of Education as may now or later be in effect.

2. WLGL shall cooperate to improve the educational programs of the Walled Lake High Schools in ways that will not interfere with the administration of the schools and shall not seek to control the formulation of policies or procedures of the Walled Lake Consolidated School District.

ARTICLE XVI. DISSOLUTION

1. Should WLGL fail to follow the procedures outlined in its By-Laws, it may be declared dissolved by the Walled Lake Consolidated Schools’ Athletic Director.

2. In the event of such involuntary dissolution of WLGL, all assets shall become part of the general operating fund of the Walled Lake Consolidated School District.

ARTICLE XVII. INDEMNIFICATION

Indemnification of Corporate Agents

A.. Proceedings Against Corporate Agents.

1. Proceedings Against Corporate Agents. The corporation shall have power to indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a board member, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a board member, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise.

2. The indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred in connection with such action, suit, or proceeding. The corporation shall have the power to indemnify the board member, 7 Walled Lake Girls Lacrosse EIN: 45-5528452

officer, employee, or agent of the corporation, only if he/she acted (or refrained from acting) in good faith and in a manner he/she reasonably believed to be in and not opposed to the best interests of the corporation or its members, and with respect to any criminal action or proceeding, had no reasonable cause to believe that the conduct was unlawful.

B. Proceedings by or in the Right of the Corporation. The corporation shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of, the corporation to procure a judgment in its favor by reason of the fact that the person is or was a board member, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a board member, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. The indemnification shall be against expenses (including attorney’s fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit. The corporation shall indemnify any person only if that person acted in good faith and in a manner reasonably believed to be I in and not opposed to the best interest of the corporation or its members. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of a duty to the corporation unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, though in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

C. Expenses Payable in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, as authorized in the Michigan Nonprofit Corporation Act, upon receipt of an undertaking by or on behalf of the board member, officer, employee, or agent to repay such amount, unless it ultimately shall be determined that the person is entitled to be indemnified by the corporation.

D. Right to Continue. The indemnification provided in the Act continues as to a person who has ceased to be a board member or officer and may continue as to a person who has ceased to be an employee or agent to the extent provided in a resolution of the board or in any contract between the corporation and such person and shall inure to the benefit of the heirs, executors and administrators of such person.

E. Liability Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a board member, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a board member, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against that person and incurred by that person in any such capacity or arising out of that person’s status as such, whether or not the corporation would have power to indemnify that person against liability pursuant to the Michigan Nonprofit Corporation Act. 8 Walled Lake Girls Lacrosse EIN: 45-5528452

F. Constituent Corporation. References to the corporation include all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, partnership, joint venture, trust or other enterprise shall stand in the same position with respect to the resulting or surviving corporation as that person would if that person had served the resulting or surviving corporation in the same capacity.