Seacoast Lacrosse Club Bylaws
Article I – Name and Offices
- The name of this lacrosse club is the Seacoast Lacrosse Club, also known as SEACOAST LACROSSE.
- Seacoast Lacrosse shall have its principal office at such place within or without the State of New Hampshire as the Board of Directors (hereinafter sometimes referred to as the “Board”) may from time to time determine.
Article II – Purpose
2.1 The purpose of Seacoast Lacrosse is:
(a) To give Seacoast Lacrosse Club players the opportunity to play in the New Hampshire Youth Lacrosse Association (NHYLA) and to promote lacrosse skill development to a competitive level, fair play, sportsmanship and peer/family participation.
(b) Organized exclusively for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Article III – Record Keeping
3.1 There shall be kept, at a location designated by the Board of Directors, records of Membership and complete accounts of the activities and transactions of Seacoast Lacrosse. These shall include, but not limited to: minute book, copy of the Seacoast Lacrosse Bylaws and all amendments.
3.2 Fiscal Year. The fiscal accounting of Seacoast Lacrosse shall be based upon an annual cycle that ends on June 30 of each year.
Article IV – Meetings
4.1 Annual Meetings. Annual meetings of the Board of Directors shall be held for the purpose of electing Directors and Officers, and shall be held at such date, time and place as shall be determined by the Board of Directors from time to time and shall be set forth in the notice of such meeting.
4.2 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined by the Board of Directors from time to time.
4.3 Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time with notice by the President or by request of any two (2) Directors.
4.4 Notice of Meetings. For each meeting of the Board of Directors for which notice is required, the notice shall specify the date, time and place of such meeting, and in the case of a special meeting may also specify the purpose of such special meeting. Notice shall be delivered to each Director personally, by telephone or by first-class mail, generally recognized overnight delivery service, facsimile or electronic transmission, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Corporation. If the notice is sent via first class mail or overnight delivery service, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. Such notice shall be deemed to be delivered at the time when deposited in the United States mail or when delivered to the overnight delivery service. If the notice is delivered personally or by facsimile, electronic transmission or telephone, it shall be delivered at least forty-eight (48) hours before the time of the holding of the meeting.
4.5 Quorum. A majority of the number of Directors then in office who are entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Notwithstanding the foregoing, a quorum shall never be less than two (2) Directors unless the entire Board of Directors consists of only one (1) Director at the time, in which event such Director shall be sufficient to constitute a quorum of the Board.
4.6 Voting. The vote of a majority of the Directors who are entitled to vote at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number of Directors is required by the GCL, by the Certificate of Incorporation of the Corporation, or by these Bylaws.
Article V – Membership
5.1 There shall be two classes of Membership in SEACOAST LACROSSE: voting and non-voting:
(a) A voting member shall be up to nine members of the Board of Directors, which is comprised of the four appointed officers and five general Board members.
(b) Coaches and parents of players (not otherwise serving on the Board) of SEACOAST LACROSSE shall constitute the non-voting membership.
(c) Upon the merger of Rye Youth Lacrosse with Seacoast Lacrosse, at least three (3) voting board member positions shall thereafter be reserved for residents of Rye, NH.
Merger approved: September 15, 2009
Article VI – Board of Directors
6.1 Powers. The property, affairs, and business of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have, and may exercise, all of the powers of Seacoast Lacrosse provided by applicable law except as may be limited or conferred by the Certificate of Incorporation of the Corporation, or by these Bylaws.
6.2 Number and Qualification. The number of voting Directors shall not be fewer than nine (9) and shall be fixed from time to time by the Board. At all times, the Board shall be comprised of at least a majority of Directors who are independent (e.g., Directors who do not have a financial relationship with the Corporation, excluding reimbursement of reasonable expenses, and are not employees or owners of any for-profit entity doing business with the Corporation or their relatives). Each Director shall be at least eighteen (18) years of age.
6.3 Compensation. Directors shall not receive compensation for their service on the Board of Directors; provided, however that Directors may be reimbursed for expenses reasonably incurred by them in the performance of their duties in accordance with the Corporation’s policies and procedures. Directors shall not be precluded from serving the Corporation in any other capacity (e.g., as an employee, independent contractor, etc.) or from receiving reasonable compensation for any such services, subject to compliance with the Corporation’s Conflict of Interest Policy and consistent with its tax-exempt status under Section 501(c)(3) of the Code.
6.4 Officers of SEACOAST LACROSSE are defined as President, Vice President, Secretary, and Treasurer.
6.5 Officers and Duties:
(a) other duties as necessary; authorized to sign/countersign all checks.
(b) league meetings, nominate and oversee the field coordinator, and other duties as assigned; authorized to sign/countersign all checks.
(c) all meetings and maintain all official records; perform other duties as assigned.
(d) LACROSSE funds; keep full and accurate accounts of receipts and disbursements; deposit all moneys in the name of SEACOAST LACROSSE; render to the Board an account of all transactions; perform other duties as assigned. The treasurer may sign all checks up to an amount not to exceed five hundred dollars ($500.00). All checks greater than five hundred dollars ($500.00) shall require two (2) of the three (3) authorized board signatories.
(e) file annual reports with the State.
6.6 Duties of President. The President shall be the chief executive officer of the Corporation and shall perform such duties as are customarily incident to the office of President. The President shall also serve as the chair of the Board of Directors and preside over meetings of the Board. The President shall perform such other duties and exercise such other powers as from time to time may be assigned to him/her by these Bylaws or by the Board of Directors. Subject to the control of the Board of Directors, the President shall have general supervision of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.
- Duties of Treasurer. The Treasurer shall maintain the books of account and shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of and to the credit of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall ensure that a true and accurate accounting of the financial transactions of the Corporation is made and that reports of such transactions are presented to the Board of Directors. The Treasurer shall also perform all other duties customarily incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.
- Duties of Secretary. The Secretary shall: (i) keep, or cause to be kept, the minutes of all meetings of the Board of Directors; (ii) see that all notices required to be given by the Corporation are duly given and served; (iii) be custodian of the seal of the Corporation and of its corporate books; and (iv) make such reports and perform such other duties as are incident to the office of Secretary or as required by the Board of Directors.
6.9 Terms of Office:
(a) Board members will be elected to two-year terms with terms being offset.
6.10 Removal from office:
(a) Attendance at all meetings of the Board is required. Any Board member that fails to attend three (3) consecutive regularly scheduled meetings may be removed from the Board by a majority voice vote of the remaining Board members. Participation by telephone, videoconference, or any other means authorized by the Secretary in advance of the meeting constitutes attendance in person at a Board meeting.
(b) Removal of a Board member for any reason other than absenteeism requires a unanimous voice vote by the existing Board not including the subject Board member.
(a) Nominations will be accepted from the adult SEACOAST LACROSSE membership for all Board vacancies.
(b) The election of new Board members will be conducted by the existing Board from the accepted nominations. Elections will take place at the Annual Meeting in the fall (September, October or November) preceding the primary spring season.
(c) Appointment of new officers will be conducted by the new Board at their first scheduled meeting.
(d) The Board, as necessary may appoint advisors to the Board. These advisors are non-voting members of the Board.
(e) In the event of a mid-term vacancy, the Board President, with Board approval, may appoint a new member to the Board to serve the remainder of the term.
Article VII – Amendment
7.1 These by-laws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors, provided that any bylaws or amendments thereto as adopted by the may be altered, amended or repealed by vote of the Board, or a new by-law in lieu thereof may be adopted by the Board.
7.2 Notice must be given to all Board members ten (10) days prior to a meeting for the purpose of altering or amending these bylaws.
7.3 A quorum of five (5) members of the Board of Directors is necessary to vote on any amendments to the bylaws.
Article VIII – Coaches
8.1 All SEACOAST LACROSSE coaches and assistant coaches must apply to and be approved by the Board.
(a) All SEACOAST LACROSSE teams must have an experienced head coach and a minimum of one assistant coach. Lacrosse experience can be either as a lacrosse coach at any level or former player.
(b) All candidates for coaching positions shall consent to and be subject to a criminal background check.
8.2 The Board will intercede on a coach’s “philosophy” only when the team or its players are adversely affected (i.e., abusive language, unilateral cancellation of practices or games, failure to follow policy set by the Board, etc.)
8.3 Team coaches must meet minimum licensing requirements and/or standards as set forth by NHYLA.
Article IX – Disciplinary Code
9.1 Any player or coach receiving two (2) penalties in a season for unsportsmanlike behavior, game misconduct or player bench penalties is subject to disciplinary action by the Board. This may include further review and action as well as penalties up to and including expulsion from SEACOAST LACROSSE.
9.2 Coaches must keep track of any unsportsmanlike behavior, game misconduct or bench penalties issued to players or coaches and report to the Board immediately after each game.
9.3 Upon notification to player’s parent/guardian and the Board by the coach, habitual absenteeism from practices or games shall subject the player to dismissal from the team.
(a) In case of player reprimand or dismissal, notification of approved action shall be provided to parent(s)/guardian by the Board.
9.4 Habitual use of abusive language and/or behavior by a SEACOAST LACROSSE player, coach or member shall subject that player, coach or member to dismissal from the team and/or program.
(a) Notice of any disciplinary action taken by the Board against an individual shall be provided to the individual by the Board via certified mail.
9.5 Coaches, players and their parent/guardian have the right of appeal of the disciplinary code.
(a) Appeals must be submitted to the Board in writing specifying all pertinent information within five (5) days of notice of approved action.
(b) In the event of a player appeal by parent(s)/guardian, a written statement from the player’s coach is also required by the Board.
9.6 Coaches and players must sign a Code of Conduct statement as prepared by NHYLA and/or SEACOAST LACROSSE in order to participate in the program.
Note: Board approval is required for any dismissal.
Article X – Club Policy
10.1 The primary season for the SEACOAST LACROSSE shall be the spring league season. The Board shall determine entering SEACOAST LACROSSE teams for any other seasonal play outside the primary.
10.2 In the event that SEACOAST LACROSSE elects to enter both “A” and “B” teams in an age division (U15, U13, U11) within NHYLA, evaluations will be conducted to determine which players will be eligible for the “A” level team. The Board shall determine the time, date, and place for evaluations.
(a) All potential SEACOAST LACROSSE players must attend ALL scheduled evaluations. In the event of an unavoidable absence, potential players must notify the coach prior to the scheduled evaluation date. All current and potential SEACOAST LACROSSE players must be evaluated every year.
(b) Potential SEACOAST LACROSSE players who will unavoidably miss scheduled evaluations must arrange with the coach to evaluation in advance of the scheduled evaluation dates.
(c) Age eligibility for evaluations is determined by the player’s age as of DECEMBER 31st in accordance with league rules.
(d) Any player that wants to “play up” on a team with minimum age requirements the player does not meet must make an appeal in writing to the Board. No player is allowed to play above their age level without permission of the Board regardless of whether SEACOAST LACROSSE sponsors “A” and “B” teams or only one team at a given age level.
(e) All teams sanctioned by SEACOAST LACROSSE will be named Lacrosse
(f) The Board shall determine annually the maximum roster size for each team.
(g) Potential players that miss the sign up deadline may file a written appeal with the Board to participate in the coming season. The Board in its sole discretion shall determine if players that miss the sign up deadline will be allowed to participate or not.
10.3 A quorum of Board members is expected to attend team evaluations.
(a) The Board will appoint a committee to conduct the SEACOAST LACROSSE evaluations.
(b) SEACOAST LACROSSE players shall be selected for "A" division teams based on teamwork, and knowledge of the game, as well as on lacrosse skill and ability.
10.4 From the results of the evaluations, players shall be selected for each SEACOAST LACROSSE team.
(a) No SEACOAST LACROSSE team shall be selected until a coach has been assigned for the team and approved by the Board.
10.5 Registration fees shall be determined by the Board.
10.6 All current participants of Seacoast Lacrosse have first priority to play for SEACOAST LACROSSE. These are players who are residents of Greenland, New Castle, Newington, Portsmouth and Rye.
(a) SEACOAST LACROSSE team roster size shall be determined by the Board and in accordance with the State of NH and NHYLA regulations.
(b) Coaches will not be permitted to “hold” positions or have unfilled spots on the roster with the intent to fill them later in the season.
(c) If there are not enough eligible players (see 10.6) to complete a roster by March 15 outside the defined areas.
10.7 In the event of team vacancies after a team has begun practicing together, a coach must notify the Board of his/her intent to add players. Players may be added to the team to fill vacancies within guidelines established by the board.
Article XI – General Provisions
11.1 Self-Dealing Prohibited. No part of the earnings of the SEACOAST LACROSSE shall benefit or be distributed to its members or other private parties except for official Club business.
11.2 Execution of Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any Officer or Officers, agent or agents, in the name or and on behalf of the Corporation to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances.
11.3 Loans. No loans shall be contracted on behalf of the Corporation unless authorized by the Board of Directors, excluding the advancement of reasonable expenses in accordance with the Corporation’s policies and procedures.
11.4 Checks, Drafts, and Payments. All checks, drafts and any other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors of the Corporation.
11.5 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors or the Officers of the Corporation may select.
11.6 Liability Limitation. The directors and officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
11.7 Indemnity. The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees and other agents (including persons who serve at its request as directors, officers, employees or other agents of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office; or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation. Expenses including counsel fees, reasonably incurred by any such director, officer, trustee, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if he shall be adjudicated to be not entitled to indemnification under applicable state law. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms "director", "officer", "employee", and "agent" include their respective heirs, executors and administrators, and an "interested" director is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending.
11.8 Conflict of Interest. Any possible conflict of interest on the part of any member of the Board, officer or employee of the Corporation, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board. Where the transaction involving a board member, trustee or officer exceeds five hundred dollars ($500) but is less than five thousand ($5,000) in a fiscal year, a two-thirds vote of the disinterested directors is required. Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, then a two-thirds vote of the disinterested directors and publication in the required newspaper is required. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding of and agreement to this policy. The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.
11.9 Provision for Dissolution:
Upon dissolution of the Club, the Club shall, after paying or making provisions for the payment of all the liabilities of the Club, dispose of all the assets of the Club exclusively for the purposes of the Club in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes and shall at the time qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United State Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Rockingham County Superior or Probate Court, exclusively for such purpose or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
The Board of Directors attests that the foregoing constitutes a true copy of the Bylaws of the Seacoast Lacrosse Club.
Ratified: September 23, 2020
Revised: October 23, 2005; November 8, 2004; September 15, 2009; September 23, 2020
Established: September 15, 2004