Policies

Approved by Board:

Approved by Membership:

The name of the organization is River Valley Hockey Association. The organization is organized in accordance with the Wisconsin Annotated Code, Chapter 181, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c)(3) of the Internal Revenue Code.

ARTICLE I – OBJECTIVE

The objectives of this organization shall be to organize a youth hockey program in the Saint Croix Falls and Osceola, WI area, to promote, supervise and finance this youth hockey program, and to educate the participants in the sport of hockey, teamwork, cooperation and respect.

ARTICLE II – MEETINGS

1.     Annual Meeting. An annual meeting shall be held once each calendar year, no later than May 31, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time. The newly elected directors shall meet immediately after the annual meeting with the current directors for the purpose of electing its new officers and appointing a Treasurer.

2.     Regular Meetings. Regular Board of Director meetings shall be held once per month. Dates of the meetings shall be determined by the board of Directors. Regular meetings shall be open to the general public. All organization members or others by invitation of the Board of Directors may bring discussions to or provide opinion on topics listed in the approved meeting agenda.

3.     Special Meetings. Special meetings may be requested by the President or a majority of the Board of Directors. These special meetings may be closed to the general membership.

4.     Notice. Notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed via U.S. mail, emailed, and/or posted on organization’s website at least 10 days prior to the meeting.

5.     Director Quorum. A simple majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.

6.     Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

7.     Membership Quorum. Eligible members present at any properly called meeting will constitute a quorum for the purposes of general membership voting. Absentee ballots will be accepted by U.S. mail or email to the President if received prior to the date of the vote published in the official notice. The vote of a majority of eligible members present at a properly called meeting at which a quorum is present shall be the act of the general membership, unless the vote of a greater number is required by law or by these by-laws for a particular resolution.

8.     Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.

9.     Parliamentary Authority. Robert’s Rules of Order newly revised shall govern the organization in all cases in which they are applicable and in which they are not in conflict with these bylaws.

ARTICLE III – DIRECTORS

1.     Number of Directors. The organization shall be managed by a Board of Directors consisting of 9 directors.

2.     Election and Term of Office. Members of the organization are eligible for nomination/election to the Board of Directors. The directors shall be elected by the general membership at the annual meeting. Each director shall serve a term of 1 year, or until a successor has been elected and qualified.

3.     Participation. Attendance at Board of Director meetings and participation in organization activities is vital to the success of the organization. Director responsibilities include preparedness for and participation in all meetings. A director’s position shall be declared vacant if the director is absent from 3 successive regular meetings or a total of 4 regular meetings during the organization’s fiscal year without cause. Directors must also be active in the organization by serving on at least one committee and/or as coach or co-coach. If a director does not meet his/her responsibilities, the director may be removed by a majority vote of the Board of Directors at any regular or special meeting of the Board of Directors. A notice of the proposed removal recommendation, including the cause for removal, must be sent to the directors in writing at least 10 days prior to the date of the meeting at which such removal recommendation is to be voted upon. 

4.     Privileges. All directors shall have voting privileges on all issues that come before the Board of Directors at a properly called meeting.

5.     Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.

6.     Vacating Position. Upon vacating position, each director shall render promptly to successor all records, books, funds, and all other materials pertaining to that position. Any vacancy that occurs on the Board of directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of predecessor, or until a successor has been elected and qualified. In the case that the director holding the President position be vacated, the Vice President shall assume that position and a new Vice President shall be elected by the Board of Directors.

ARTICLE IV – OFFICERS

1.     The officers of the organization shall be a President, a Vice President, a Treasurer, and a Secretary. Two or more offices may be held by one person. The President may not serve concurrently as a Vice President.

2.     President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors. The President shall be a director that served as a director on the previous fiscal year. If no such director exists on the newly elected Board of Directors, then a majority vote by the general organization membership shall determine the President. The President shall have general authority to conduct the active management of the business of the corporation in accordance with the established policies and practices of the association, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall bring major new issues for which policies have not been established before the Board of Directors for discussion and decision. The President shall be responsible for coordinating with the Board of Directors and appropriate appointed officials to prepare an annual budget for review and approval by the Board of Directors. The President shall execute all official documents pertaining to the business of the corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation. The President shall be responsible for supervising the effective implementation of committees/positions along with performing other duties as prescribed by a majority vote of the Board of Directors.

3.     Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties. The Vice President shall assume position of President, if vacated for any reason. The Vice President shall be responsible for supervising the effective implementation of committees/positions along with performing other duties as prescribed by a majority vote of the Board of Directors.

4.     Secretary. The Secretary shall give notice of all meetings of the Board of Directors, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors’ meetings and all committee meetings. The Secretary shall be responsible for the effective preparation and communication of the organization’s correspondences to keep the general membership advised of the organization’s activities. The Secretary shall be responsible for supervising the effective implementation of committees/positions along with performing other duties as prescribed by a majority vote of the Board of Directors.

5.     Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors. The Treasurer shall be appointed by the Board of Directors and confirmed by majority vote of the general membership no later than July 1. The Treasurer shall be responsible for supervising the effective implementation of committees/positions along with performing other duties as prescribed by a majority vote of the Board of Directors.

ARTICLE V – MEMBERSHIP

1.     Membership. Any person interested in the objectives of this organization may become enrolled as a member. All members must actively participate in activities of this organization. 

2.     Removal. Any member who has not participated in any organization activity within the course of a year shall be removed from the membership list. All members must be in good financial standing with the organization. Members in debt to the organization may be removed from the membership list by vote of the Board of Directors.

3.     Privileges. Members that are 18 years and older shall have voting privileges for election of Directors and any other decisions brought to the general membership by the Board of Directors.

4.     Decisions. The organization membership shall vote on: board of directors, confirmation of Treasurer, to approve the annual budget, financial expenditures outside of the approved annual budget greater than $5000.00, to approve bylaw revisions, and on anything else the board of directors wishes to bring forward to the entire membership.

ARTICLE VI – COMMITTEES

1.     Committees. The board of directors may create or dissolve such standing committees, as it may deem necessary to promote the objectives and carry on the work of the organization. Nominations for committee chairs and co-chairs shall come from an organization member. The board of directors shall appoint all committee chairs and co-chairs. The term of each chair or co-chair shall be one year or until they are reappointed or their successor is named.

2.     Budgets. The chair or co-chair of each standing committee shall present a plan of work and budget to the board of directors for approval. Committees shall not enter any contracts or spend any monies outside of the RVHA approved budget without approval of the board of directors. Committee chairs and co-chairs are expected to present reports to the board of directors and attendance at board meetings is strongly encouraged.

3.     Formation. The power to form special temporary committees and appoint their members rests with the organization and the board of directors.

4.     List of Committees. A list of committees and chairs shall be kept by the Secretary and posted on organization website.

5.     President. The President shall be a member ex-officio of all committees.

ARTICLE VII – POLICIES/PROCEDURES

1.     Documents. The Board of Directors is responsible for maintaining a set of documents that detail the policies and procedures of the organization. These policies and procedures shall be approved by the Board of Directors. These documents shall be made available to the general membership on the organization website.

2.     Precedence. Policies and procedures shall be the rules of the organization unless they are in direct conflict with these bylaws. These bylaws take precedence over policies and procedures. Any conflict within multiple policies and procedures shall be brought to the Board of Directors for decision.

ARTICLE VIII – AMENDMENT TO BYLAWS

1.     The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. Proposed amendments to bylaws shall be approved by general membership.

ARTICLE IX – INDEMNIFICATION

1.     Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

ARTICLE X – DISSOLUTION

1.     The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:

a.     All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore.

b.     Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.

CERTIFICATION

I certify that I approve the foregoing as the bylaws of the above-named organization. The adoption of these bylaws shall be as of the date of membership approval listed above.

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President – Haley Schweninger                        Vice President – Marc Gilker

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Secretary – Chasatie Mueller                        Treasurer – Emily Sprowls

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Registrar – Jenniefer Farley                        Buildings & Grounds - Shane Erickson

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Cultural Education Liaison - Lynnette Scott Fundraising Coordinator - Jenelle Pringle

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Officer - John Ascheman

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