Vermont State Amateur Hockey Association Bylaws

(As amended Feb. 6, 2007)

1. NAME
The organization shall be named Vermont State Amateur Hockey Association, Inc., and hereinafter shall be designated VSAHA.

2.ORGANIZATION

The VSAHA shall be a Vermont nonprofit corporation, operating as provided in its Articles of Association filed with the Vermont Secretary of State, intended to qualify for tax exemption under Internal Revenue Code Section 501(c) (3) and also intended to be an Affiliate Association of USA Hockey Inc.

 3. USA HOCKEY PREEMINENCE

The VSAHA, an Affiliate Association of USA, Hockey, Inc., shall abide by and in accord with the Articles of Incorporation, By-Laws, Rules and Regulations, Playing Rules and decisions of the Board of Directors of USA Hockey, and such documents shall take precedence over and supersede all similar governing documents and/or decisions of VSAHA. Further, the VSAHA (i) shall assist USA Hockey in the administration and enforcement of the provisions of the By-Laws, Rules and Regulations, Playing Rules and decisions of the Board of Directors of USA Hockey, Inc., within and upon its members and/or within its jurisdiction and (ii) agrees to be guided by the following core values of USA Hockey.

SPORTSMANSHIP - Foremost of all values is to learn a sense of fair play. Become humble in victory, gracious in defeat. We will foster friendship with teammates and opponents alike.

RESPECT FOR THE INDIVIDUAL - Treat all others as you expect to be treated.

INTEGRITY - We seek to foster honesty and fair play beyond more strict interpretation of the rules and regulations of the game.

PURSUIT OF EXCELLENCE AT THE INDIVIDUAL, TEAM AND ORGANIZATIONAL LEVELS - Each member of the organization, whether, player, volunteer or staff, should seek to perform each aspect of the game to the highest level of his or her ability.

ENJOYMENT - It is important for the hockey experience to be fun, satisfying and rewarding for the participant.

LOYALTY - We aspire to teach loyalty to the ideals and fellow members of the sport of hockey.

TEAMWORK - We value the strength of learning together. The use of teamwork is reinforced and rewarded by success in the hockey experience.

4. INDEMNITY

4.1 The VSAHA, an Affiliate Association of USA Hockey, Inc., shall indemnify and hold harmless USA Hockey, the Board of directors of USA Hockey and each member thereof, the Executive Committee of USA Hockey, and each member thereof, councils and committees of USA Hockey and each member thereof, and all other elected, appointed, employed or volunteer representatives of USA Hockey from any and all claims, liability, judgments, costs, attorneys’ fees, charges and expenses whatsoever, arising from the acts and omissions of VSAHA, except to the extent (i) that USA Hockey or its afore described representatives caused such claims, liability, judgments, costs, attorneys’ fees, charges or expenses by their own intentional neglect or default or (ii) that such acts or omissions were the direct result of compliance with the Articles of Incorporation, By-Laws, Rules and Regulations, Playing Rules or decisions of the Board of Directors of USA hockey. Further, the VSAHA understands and acknowledges that USA Hockey and its afordescribed representatives have assumed such assignment, function, office or capacity upon the express understanding, agreement and condition that they be so indemnified and held harmless to the extent described in this by-law.

4.2 USA Hockey shall reasonably cooperate with Affiliate in any litigation and provide reasonable support in connection therewith, including but not limited to advise and testimony upon reasonable request; provided, however, that such cooperation shall not require USA Hockey to incur any out of pocket expense not reimbursed by Affiliate.

5. The membership of VSAHA shall be composed of Local Associations and Allied Members.

5.1 A Local Association is any association within Vermont representing a specified geographical area approved and designated by VSAHA which

A. has one or more Registered Team Members, and

B. operates a program of skills development, practice or competition or a combination of such, in house or with other Local Associations or Registered team members, and

C. functions throughout the Regular Winter Season, shall be eligible for membership in VSAHA as a Local Association, and, upon compliance with all provisions of these Bylaws and all Rules and Regulations of VSAHA, and compliance with the Bylaws and Rules and Regulations of USA Hockey, shall be deemed a "Local Association Member" in good standing and entitled to exercise all rights and privileges as that status may accord. Local Association Members shall be the medium through which Registered Team Members shall carry out the purposes of VSAHA, including, subject to USA Hockey requirements, the functions of Membership acceptance and discontinuance, Playing Rules, Discipline, State Tournament play leading to Regional and National Tournament play, All Star tryouts and play, Financial and Organizational duties and the exercise of all other powers and duties granted by Vermont law, USA Hockey, these Bylaws or the Rules, Regulations and Policies duly enacted by VSAHA.

5.2 ALLIED MEMBERS: Any individual, organization or entity, having an amateur ice hockey team registered with USA Hockey, but which does not qualify as a Local Association Member, shall be deemed an "Allied Member", and as such shall be entitled access to the benefits and programs of USA Hockey as a member of VSAHA, and shall be subject to the playing rules and regulations of USA Hockey as enforced by VSAHA, but shall not be entitled to participate in State Tournament Play nor be entitled to vote on any matters VSAHA action is deemed required or appropriate.

5.3 REGISTERED TEAM MEMBERS: Any active amateur ice hockey team which

A. is duly registered with USA Hockey, and

B. is located within the State of Vermont, and

C. is a member of a Local Association established in Section 5.1 hereof, and

D. has a roster made up of players registered under a single Local Association only, and

E. participates in skills development or competition, in house or with other Registered Team Members, and

F. functions primarily throughout the winter hockey season for at least one or more of the months of December through February.[, or]

G. Each player registered with a Local Association shall be granted the right to cast one vote in any election to select the directors of the Local Association. The vote shall be exercised by the player if 18 years of age or older or, if younger than age 18, by a parent. In any event, each family may have no more than two votes. The votes will be used to elect officers of the Local Association or the Local Association’s Director to the VSAHA Board. If the officers of the Local Association are elected by a vote of the players as provided here, then the local officers will appoint the Local Association’s Director to the VSAHA Board.

5.4 EXPULSION: Any Registered Team Member, Local Association, Allied Member, may be expelled from membership, upon a majority vote of the Board, for failure to pay any amounts due, failure to abide by these Bylaws, failure to abide by any other rules, regulations or orders of VSAHA, failure to abide by the Bylaws, Policies, Rules and Regulations and orders of USA Hockey, or for any activity constituting conduct detrimental to the purposes of VSAHA or USA Hockey. Upon expulsion, the expelled team, Local Association or Allied member shall be denied benefits of membership.

5A. Eligibility for State Tournament Competition:

5A.1 Residency Requirements:

Only players who are bona fide residents of the State of Vermont are eligible for State Tournament Competition with the following exceptions.

A. A player residing in a neighboring community in the States of New York, Massachusetts, or New Hampshire who is eligible to register with or to transfer to a Vermont Registered Team Member as a permitted transfer, a Board-approved transfer for extraordinary circumstances or as part of a combined team.

B. Players who are residing in the State of Vermont with blood or familial relatives.

C. Residency is where the player habitually resides. Unless established to the contrary, residency is presumed to be with one of the parents of the player. The Board may consider any relevant factor in determining the place of the player’s residency.

D. A student, residing temporarily in the State of Vermont in a bona fide exchange program may petition the Board for permission to play with a Local Association.

5A.2 Select teams for age groups 14U and younger.

Select teams for age groups 14U and younger, (youth and girls,) are not eligible for State Tournament Competition

5A.3 Select teams for age groups 16U and older.

Select teams for age groups 16U and older, youth and girls/women,) are permitted in State Tournament competition provided that the team (a) is organized through a Local Association, (b) utilizes open tryouts to establish its roster and (c) is composed of players who comply with bylaw 5A.1.

6. DIRECTORS
The affairs of VSAHA shall be conducted by a Board of Directors. The Board of Directors shall be constituted as the follows:

6.1 LOCAL ASSOCIATION DIRECTORS: Each Local Association shall be entitled to one seat on the Board of Directors and to one vote upon all matters before the Board. This Director will be elected by the Association’s players as provided herein or appointed by the local officers elected by the Association’s players as provided herein.

6.2 OFFICER DIRECTORS: Each person holding an elected Office in VSAHA shall be a director entitled to one vote upon all matters before the Board.

6.3 USA HOCKEY APPOINTEES: Each person appointed to the position of Registrar, Referee in Chief, Coaching Director, and Director Women’s Hockey by USA Hockey, shall be a director entitled to one vote upon matters before the Board.

7. OFFICERS

7.1 NATURE & NUMBER: The VSAHA shall be operated by officers consisting of a President, First Vice President, Second Vice President, Secretary and Treasurer.

7.2 ELECTION: Any person having an interest in youth ice hockey in the State of Vermont, duly nominated by the nominated committee or by nomination duly seconded from the floor at the meeting designated for nominations, shall, upon receiving a majority vote of the Directors present at the vote, shall be elected to the office for which such person was nominated for a period of one year.

7.3 DUTIES:

PRESIDENT:
The President shall preside over all meetings of the VSAHA and perform all executive and administrative work as would customarily fall within the duties of office.

FIRST VICE PRESIDENT:
The First Vice President shall exercise the powers of President in the absence of the President and shall Chair the Rules Committee.

SECOND VICE PRESIDENT:
The Second Vice President shall exercise the powers of President in the absences of the President or First Vice President and shall Chair the Tournament Committee.

SECRETARY:
The Secretary shall keep all records, and be charged with the mailing of all meeting notices and the recording and keeping all minutes, as well as any correspondence required by the Executive Board and the Board.

TREASURER:
The Treasurer shall be custodian of all funds and maintain financial records of VSAHA. The Treasurer shall receive and disburse all monies for VSAHA, subject to approval of the Board. The Treasurer shall make a financial statement to the Board at the annual meeting and shall see that a copy is mailed to all Board members. The Treasurer shall make an annual financial report to Executive Director of USA Hockey, Inc. The Treasurer shall make such other financial reports and shall file such tax returns as shall be required by law.

7.4 REMOVAL: Any officer may be removed from the office upon a 2/3rds vote of the membership at any regular meeting provided at least 10 days written notice of the proposed action has been given to each Board Member.

7.5 EXECUTIVE BOARD: Each officer, together with the offices appointed by USA Hockey, shall constitute an Executive Board charged with the responsibility of organizing Board business, presenting the business to the full Board. Ex Officio Executive Board members may be elected to the Executive Board by the Executive Board, with the consent of a majority vote of a quorum of the membership, to serve on the Executive Board, without vote and in an advisory capacity only.

7.6 RESIGNATIONS: Any officer may resign his/her office by written notice to the Secretary.

7.7 VACANCIES: Any vacancy occurring in any office shall be filled by appointment of the President, approved by the Board, for the remaining term. Any vacancy occurring in the office of President shall be filled by the First Vice President, in which case the Second Vice President shall become the First Vice President and a new Second Vice President shall be appointed.

8. VOTING

8.1 BOARD OF DIRECTORS: At all regular and special meetings of the Board of Directors, each Director shall have one vote and all matters before the Board shall be decided by majority vote of those present and voting, unless the matter is one required by these Bylaws, Vermont law, USA Hockey or some other authority to be decided by other than majority vote.

8.2 DISSOLUTION: The corporation shall be dissolved by a two-thirds (2/3rds) vote of the Board of those present and voting at any regular or special meeting provided written notice of the proposed dissolution has been given at least ten (10) calendar days prior to the meeting.

8.3 PROXY VOTING PROHIBITED: No member may vote at any regular or special meeting by proxy. Provided, however, that if a Director is unable to attend a regular, annual or special meeting, the President of the Director’s Local Association may designate a substitute in writing or by email for the purposes of that meeting.

8.4 QUORUM: At all meetings, a majority of the Executive Board and a minimum of four directors other than Executive Board members, shall constitute a quorum for the transaction of all business.

9. MEETINGS

9.1 ANNUAL MEETING: The annual meeting of VSAHA for the purpose of election of officers, receipt of officers and committee reports, as such other business as the Board shall require on an annual basis, shall be held on the second Tuesday of April of each year. The membership may change the annual meeting date, by majority vote at any regular or special meeting provided notice of the proposed change of the annual meeting date has been given at least ten (10) calendar days prior to the meeting.

9.3 SPECIAL MEETINGS: Special meetings of the Board shall be held upon the direction of the President, any two members of the Executive Board or any five members of the Board for any purpose provided written notice of such meeting has been given at least ten (10) calendar days prior to the next regular meeting. A special meeting may be called upon shorter notice provided two thirds (2/3rds) of the membership files written waiver notice, that all members receive actual notice of the meeting, and provided all members are given opportunity to vote, which vote may be a facsimile in lieu of personally.

10. COMMITTEES
The VSAHA shall have the following standing committees.

10.1 RULES - The Rules Committee shall be chaired by the First Vice President and shall consist of two or more additional persons elected by majority vote at the Regular October meeting. This committee shall function as a judicial body in all matters pertaining to playing rules, disciplinary actions, procedures and participation in hockey programs sponsored by VSAHA. All requests for hearing must be presented to the Rules Committee Chair within ten (10) days of the occurrence of any matter properly before the Committee or of actual or construction notice thereof. The Rules Committee shall defer jurisdiction to the Local Association or may take original jurisdiction of any matter which it feels is not being handled in an appropriate or timely manner. Appeals from Local Association decisions shall be made to the Chair of the Rules Committee, in writing, not more than ten (10) calendar days from the date of the rendering of the decision.

10.2 TOURNAMENT - The Tournament Committee shall be chaired by the Second Vice President and shall consist of four or more members elected from the Board at the regular September meeting. This committee shall be responsible for preparing and recommending to the Board matters concerning conduct of the Vermont State Tournaments operated by VSAHA, including format, site selection, team seeding, rules and player and coach eligibility, and for implementing Board directives concerning tournament arrangements.

10.3 NOMINATING - The President shall appoint a nominating committee at the regular February meeting, which committee shall be charged with presenting a slate of nominations for officers to be presented at the regular March meeting each year, such slate together with nominations from the floor received at the March meeting, to be voted upon at the Annual Meeting.

10.4 APPOINTED - The Board shall create and appoint membership of such other committees as it shall determine appropriate.

11. DUES & ASSESSMENTS
The Board shall have the power to assess such dues, membership fees, registration fees, participation fees, fines and penalties as it shall deem appropriate provided such bear a reasonable relationship to the cost of services and benefits provided by VSAHA to the parties or entities being charged.

12. INSURANCE
The Board shall obtain and maintain such insurance as is recommended by USA Hockey or an independent VSAHA insurance advisor, including Directors and Officers Liability Insurance.

13. EQUAL OPPORTUNITY
VSAHA shall provide an equal competitive opportunity taking into account ability, physical size and other athletic criteria, to amateur athletes, coaches, trainers, managers, administrators, and officials to participate, consistent with the requirements of the Amateur Sports Act of 1978, as amended, in amateur athletic competition without discrimination on the basis of race, color, religion, age, sex, or national origin.

14. DISPUTE RESOLUTION
In order to provide for an efficient, orderly and uniform method of resolving all Disputes, the following Dispute Resolution procedures are hereby adopted.

14.1 LOCAL ASSOCIATION: The preferred decision making body, for all matters shall be the Local Association. The Local Association Board of Officers shall constitute the original jurisdiction for all decisions.

14.2 RULES COMMITTEE: Any party aggrieved by a decision of the Local Association respecting matters shall appeal such decision to the Rules Committee in writing not more that 10 days after receipt of the decision of the Local Organization. The rules Committee shall hold a de novo hearing within twenty (20) days of receipt of the appeal and render written findings and a decision within ten (10) days of hearing.

14.3 BOARD: Any party aggrieved by a decision of the Rules Committee may appeal to the full Board by written notice delivered to the Chair of the Rules Committee not less than 24 hours prior to the next regular full board meeting. Such appeal shall specifically address the written findings of the Rules Committee, indicating objections thereto. The Executive Board shall determine whether additional documentary or oral evidence shall be presented to the Board. The Board shall deliberate and announce its decision at the time of the hearing.

14.4 BINDING ARBITRATION: Action of the Board shall be presented to arbitration conducted by a single arbitrator provided both parties agree, or, if there is no agreement, by a panel of three arbitrators, one each selected by each party and a neutral selected by each of the other arbitrators.

15. BYLAW AMENDMENTS
These bylaws may be amended by a two thirds (2/3rds) vote of the Board at any regular or special meeting provided written notice of the proposed amendment has been given at least ten (10) calendar days prior to the meeting by hand delivery, mail or email. It is presumed that notice given at any regular meeting is adequate notice for amendments offered at the next regular meeting.

16. RULES OF ORDER
All meetings of VSAHA shall be conducted according to Roberts Rules of Order. The President will select an appropriate edition of Roberts Rules to apply to meetings.

17. Annual Guide
The VSAHA Annual Guide shall be published on or before September 1 of each year. In the event a new Annual Guide is not published by that date, the Annual Guide from the previous year will remain in effect until the new edition is published. The Annual Guide shall contain the rules, regulations and policies of VSAHA and shall control all matters not specifically covered by these by-laws. Any rules, regulations or policies contained in the Annual Guide may be modified or amended by the Board Of Directors at any regular, annual or special meeting of the Board provided that notice is given to each Director either by hand delivery, mail or email at least 10 days prior to the meeting. The omission of any matter from either the these Bylaws or the Annual Guide shall not preclude the Board from adopting and/or enforcing any rule or policy deemed in the best interests of youth hockey in Vermont.