bylaws

Cape Cod Crush Bylaws
Revised May 2007

ARTICLE I – Name
The name of the Corporation is Cape Cod Crush Hockey, Inc.

ARTICLE II – Purpose
The Cape Cod Crush Hockey, Inc. is a non for profit, tax exempt Massachusetts Corporation
established pursuant to the provisions of G.L Chapter 180 and Section 501 (c)(3) of the Internal
Revenue Code organized for the following purpose: Provide young women unlimited
opportunities to foster self-growth and community awareness through the game of ice hockey.

Article III – Membership/Registration
Section 1 – The membership in the corporation is open to both residents and non-residents of
Orleans, MA, In accordance with the rules of the USA Hockey Association ( U.H.A), MA Hockey’s
By Laws, Rules and
per Family.
per Family.

Registered in one of the Cape Cod Crush Hockey, Inc. programs; (c) any honorary members so
designated by the board of directors.

By the board of directors.

following:

a. A player is in arrears or its financial obligations to this or any other Association
b. the player is subject to disciplinary action by the Association or Massachusetts Hockey
Or
c. The Association has no space available    .

Section 4 – The Board of Directors may set any other fee (i.e. league fees) as a condition to
participation in the amount deemed necessary to support its programs.

Section 5 – Pay required fees as established by USA Hockey and MA Hockey as set forth in the
Annual Guide

Article IV - Directors
Section 1 – Powers. The Board of Directors shall have the entire charge, control and
management of the corporation and its property and may exercise all or any of its powers.

Articles of Organization, the number of Directors that shall constitute the whole Board of

the Directors elected, by the Directors at the annual meeting.

Section 3 – Vacancies. The Board of Directors at any meeting may fill any vacancy at any time,
existing in the Board of Directors.

Section 4 – Enlargement of the Board of Directors. The number of the Board of Directors may be
increased and one or more additional Directors may be elected at any meeting of the Directors.

Section 5 – Tenure. Except as otherwise provided by law, by the Articles of Organization or by
these By Laws, Directors shall hold office until the second annual meeting of Directors from date
of appointment
and thereafter until their successors are chosen and qualified.

Section 6 – Resignation. Any Director may resign by delivering his written resignation to the
corporation at its principal office or to the President or Clerk. Such resignation shall be effective
upon receipt unless
it is specified to be effective at some other time or upon the happening of some other event.

Section 7 – Removal. A Director may be removed from office with or without cause by vote of a
majority of the Directors then in office. A Director may be removed for cause only after
reasonable notice and
opportunity to be heard before the Board of Directors.

Section 8 – Requirement. At least 20 percent of the voting members of the Board of Directors
must have children actively skating in the Cape Cod Crush Hockey, Inc. program.

ARTICLE V - Officers
Section 1 – Enumeration. The officers of the corporation shall be a President, a Treasurer, a
Clerk, and Vice President. The Board of Directors may appoint one of its Directors to the office of
Chairman of the Board and from time to time define the powers and duties of that office. The
Directors shall be 9. President, Vice President, Treasurer, Clerk and at Large directors
(Registrar, Coaching, Player Advocacy and Fundraising).

Section 2 – Election and Vacancies. The President, Treasurer and Clerk shall be elected every
two years by the Directors at their annual meeting or the special meeting held in lieu thereof.
Other officers may be chosen by the Directors at such meeting or at any other meeting. Any
vacancy at any time existing in any office may be filled by the Directors at any meeting and such
successor in office shall hold office for the unexpired term of his predecessor.

Section 3 – Qualification. The President may, but need not be, a Director. Any two or more
offices may be held by the same person. The Clerk shall be a resident of Massachusetts unless
the corporation has a resident agent appointed for the purpose of service of process. Any officer
may be required by the Directors to give bond for the faithful performance of his duties to the
corporation in such amount and with such sureties as the Directors may determine. The
premiums for such bonds may be paid by the corporation.

Section 4 – Tenure. Except as otherwise provided by law, by the Articles of Organization or by
these By Laws, the President, Treasurer and Clerk shall each hold office until the next annual
meeting of Directors, or the special meeting held in lieu thereof, and thereafter until his
successor is chosen and qualified. Other officers shall hold office until the next annual meeting
of Directors, or the special meeting held in lieu thereof, unless a shorter term is specified in the
vote choosing or appointing them.

Section 5 – Resignation. Any officer may resign by delivering his written resignation to the
corporation at its principal office or to the President or Clerk, and such resignation shall be
effective upon receipt unless it is specified to be effective at some other time or upon the
happening of some other event.

Section 6 – Removal. The Directors may remove any officer appointed by the Directors with or
without cause by a vote of a majority of the entire number of Directors then in office; provided,
that an officer may be removed for cause only after reasonable notice and opportunity to be
heard by the Board of Directors prior to action thereon.

Section 7 – President. The President when present shall preside at all meetings of the Directors.
He shall be the chief executive officer of the corporation except as the Board of Directors may
otherwise provide. It shall be his duty and he shall have the power to see that all orders and
resolutions of the Directors are carried into effect. He shall from time to time report to the
Directors all matters within his knowledge which the interests of the corporation may require to
be brought to its notice. The President shall perform such duties and have such powers
additional to the foregoing as the Directors shall designate.

Section 8 – Vice President. In the absence or disability of the President, his powers and duties
shall be performed by the Vice President, if only one, or, if more than one, by the one designated
for the purpose by the Directors. Each Vice President shall have such other powers and perform
such other duties as the Directors shall from time to time designate. The Directors may assign to
any Vice President the title of Executive Vice President, Senior Vice President and any other
title selected by the Directors.

Section 9 – Treasurer. The Treasurer shall, subject to the direction of the Directors, have general
charge of the financial affairs of the corporation and shall cause to be kept accurate books of
accounts. He shall have custody of all funds, securities, and valuable documents of the
corporation, except as the Directors may otherwise provide. He shall promptly render to the
President and to the Directors such statements of his transactions and accounts as the President
and Directors respectively may from time to time require. The Treasurer shall perform such
duties and have such powers additional to the foregoing as the Directors may designate.

Section 10 – Clerk. The Clerk shall record in books kept for the purpose all votes and
proceedings of the Directors at their meetings. The Clerk shall perform such duties and have
such powers additional to the foregoing as the Directors shall designate.

Article VI – Meetings
Section 1 – Regular Meetings. Regular meetings of the Directors are encouraged to take place
monthly, but will be held no les than 4 times a year and is open to all members

nominees by notifying each member by mail, email, internet posting, or verbal coach notification
nominees by notifying each member by mail, email, internet posting, or verbal coach notification
or combination of at least seven (14) days before the time of such meeting. During the annual
meeting:
meeting:

Section 2 – Order of Business
ORDER OF BUSINESS
At each Annual Meeting of the Corporation the order of business shall be as follows:

1.        President's Introduction and general remarks.
2.        Reading of the minutes of past meeting.
3.        Cape Cod Crush Treasurer's Report.
4.        Reports of Committees.
5.        Unfinished Business.
6.        Election of: Officers, Board of Directors.
7.        New Business.
8.        Adjournment.

Section 3 – Such meetings shall be conducted in accordance with generally accepted
Parliamentary Procedures.

Section 4 – Special Meetings. Special meetings of the Directors may be called by the President,
by the Clerk, by the Secretary, by any two Directors, or by one Director in the event that there is
only one Director. and shall be held at the place designated in the notice or call thereof. Notices
of any special meeting of the Directors shall be given to each Director by the Clerk or Secretary
(a) by mailing to him, postage prepaid, and addressed to him at his address as registered on the
books of the corporation, or if not so registered at his last known home or business address, a
written notice of such meeting at least four days before the meeting or (b) by delivering such
notice by hand, facsimile transmission, or electronic mail to him at 5 days before the meeting at
such address, notice of such meeting or (e) by giving notice to such Director in person or by
telephone at least 5 days in advance of the meeting. Such notice, if the meeting is called
otherwise than by the Clerk or Secretary, may be a copy of the call of the meeting; and if the
meeting is not so otherwise called, such notice given by the Clerk or Secretary shall constitute a
call of the meeting by him. If the Clerk or Secretary refuses or neglects for more than twenty
four hours after receipt of a call to give notice of such special meeting, or if the offices of Clerk
and Secretary are vacant or the Clerk and Secretary are absent from the Commonwealth of
Massachusetts or incapacitated, such notice may be given by the officer or one of the Directors
calling the meeting. Notice need not be given to any Director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the meeting, or to any
Director who attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him. A notice or waiver of notice of a Directors' meeting need not specify the
purposes of the meeting.

Section 5 – Quorum. At any meeting of the Directors a majority of the Directors then in office
shall constitute a quorum for the transaction of business; provided always that any number of
Directors (whether one or more and whether or not constituting a quorum) constituting a
majority of Directors present at any meeting or at any adjourned meeting may make any
reasonable adjournment thereof.

Section 6 – Action at Meeting. At any meeting of the Directors at which a quorum is present, the
action of the Directors on any matter brought before the meeting shall be decided by vote of a
majority of those present, unless a different vote is required by law, the Articles of Organization,
or these By Laws.

Section 7 – Action by Written Consent. Any action by the Directors may be taken without a
meeting if a written consent thereto is signed by all the Directors and filed with the records of
the Directors' meetings. Such consent shall be treated as a vote of the Directors for all purposes.

Section 8 – Committees. The Directors may, by vote of a majority of the number of Directors
then in office, elect from their number an executive or other committees and may, by like vote,
delegate thereto some or all of their powers except those which by law, the Articles of
Organization or these By Laws they are prohibited from delegating. Except as the Directors may
otherwise determine, any such committee may make rules for the conduct of its business, but
unless otherwise provided by the Directors or in such rules, its business shall be conducted as
nearly as may be in the same manner as is provided by these By Laws for the Directors. The
Directors shall have the power to fill vacancies in, change the membership of, or to disband, any
such committee.

Section 9 – Telephone Conference Meetings. The Directors or the members of any committee
may participate in a meeting of the Directors or such committee by means of a conference
telephone or similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time, and participation by such means shall
constitute presence in person at a meeting.

ARTICLE VII - Inspection of Records
Books, accounts, documents and records of the corporation shall be open to inspection by any
Director at all times during the usual hours of business as well as all members. This is to
include: By-Laws and/or Constitution Rules/Regulations, methods of selecting coaches,
definition of membership and voting rights, signed MA Hockey Coaches Code of conduct forms,
individual Membership Registration Form (IMR), Cori forms, signed Waiver of Liability forms for
each player, Coach and Manager and a list of current officers and directors.

The original, or attested copies, of the Articles of Organization, By Laws and records of all
meetings of the incorporators and Directors, and records which shall contain the names of all
Directors and their record addresses, shall be kept in Massachusetts at the principal office of the
corporation, or at an office of the Clerk or the resident agent, if any, of the corporation. Said
copies and records need not all be kept in the same office.

ARTICLE VIII - Checks, Notes, Drafts and Other Instruments
Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the
name of the corporation may be signed by any officer or officers or person or persons
authorized by the Directors to sign the same. No officer or person shall sign any such instrument
as aforesaid unless authorized by the Directors to do so.

ARTICLE IX - Seal
The seal of the corporation shall be the words Cape Cod Crush Hockey with two hockey sticks in
the background. The Treasurer shall have custody of the seal and may affix it (as may any other
officer if authorized by the Directors) to any instrument requiring the corporate seal.

ARTICLE X - Fiscal Year
The fiscal year of the corporation shall be the year ending with December 31 in each year.

ARTICLE XI - Interested Directors and Officers
The Directors shall have the power to fix their compensation from time to time. No contract or
transaction between the corporation and one or more of its Directors or officers, or between the
corporation and any other corporation, partnership, association, or other organization in which
one or more of its Directors or officers are directors or officers, or have a financial or other
interest, shall be void or voidable solely for this reason, or solely because the Director or officer
is present at or participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are counted for such
purpose, nor shall any Director or officer be under any liability to the corporation on account of
any such contract or transaction if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board or committee
authorized the contract or transaction by the affirmative votes of a majority of the disinterested
Directors even though the disinterested Directors be less than a quorum; or

(2) The contract or transaction is fair as to the corporation as of the time it is authorized,
approved or ratified by the Board of Directors or a committee thereof.

Common or interested Directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee that authorizes the contract or transaction,
and the Directors approving such contract or transaction may count their votes for the purpose
of a vote.

ARTICLE XII - Indemnification
The corporation shall, to the extent legally permissible, indemnify any person serving or who
has served as a Director, officer, employee or other agent of the corporation, or at its request as
a Director, officer, employee or other agent of any organization, or at its request in any capacity
with respect to any employee benefit plan, 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 or officer (or in any capacity with respect to any employee benefit plan), 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 (or, to the extent that such matter relates to service with respect to an employee
benefit plan, in the best interest of the participants or beneficiaries of such employee benefit
plan); provided, however, that as to any matter disposed of by a compromise payment by such
person, pursuant to a consent decree or otherwise, no indemnification either for said payment or
for any other expenses shall be provided unless such compromise and indemnification
therefore shall be approved:

(i) by a majority vote of a quorum consisting of disinterested Directors;

(ii) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of
Directors consisting of all the disinterested Directors;

(iii) if there are not two or more disinterested Directors in office, then by a majority of the
Directors then in office, provided they have obtained a written finding by special independent
legal counsel appointed by a majority of the Directors to the effect that, based upon a reasonable
investigation of the relevant facts as described in such opinion, the person to be indemnified
appears to have acted in good faith in the reasonable belief that his action was in the best
interests of the corporation (or, to the extent that such matter relates to service with respect to
an employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan); or

(iv) by a court of competent jurisdiction.

If authorized in the manner specified above for compromise payments, expenses including
counsel fees, reasonably incurred by any such person 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 (a) an affidavit of such
individual of his good faith belief that he has met the standard of conduct necessary for
indemnification under this Article, and (b) an undertaking by such individual to repay the
amounts so paid to the corporation if it is ultimately determined that indemnification for such
expenses is not authorized by law or under this Article, which undertaking may be accepted
without reference to the financial ability of such person to make repayment.

If both the corporation and any person to be indemnified are parties to an action, suit or
proceeding (other than an action or suit by or in the right of the corporation to procure a
judgment in its favor), counsel representing the corporation therein may also represent such
indemnified person (unless such dual representation would involve such counsel in a conflict of
interest in violation of applicable principles of professional ethics), and the corporation shall pay
all fees and expenses of such counsel incurred during the period of dual representation other
than those, if any, as would not have been incurred if counsel were
representing only the corporation; and any allocation made in good faith by such counsel of fees
and disbursements payable under this paragraph by the corporation versus fees and
disbursements payable by any such indemnified person shall be final and binding upon the
corporation and such indemnified person.

The right of indemnification hereby provided shall not be exclusive of or affect any other rights
to which any such indemnified person may be entitled. Nothing contained in this Article shall
affect any rights to indemnification to which corporate personnel other than the persons
designated in this Article may be entitled by contract, by vote of the Board of Directors, or
otherwise under law.

As used in this Article the terms "person," "Director," " officer, employee," and "agent" include
their respective heirs, executors and administrators, and an "interested" Director or officer is
one against whom in such capacity the proceedings in question or other proceedings on the
same or similar grounds is then pending.

If any term or provision of this Article, or the application thereof to any person or circumstances,
shall to any extent be held invalid or unenforceable, the remainder of this Article, or the
application of such term or provision to persons or circumstances other than those as to which it
is held invalid or unenforceable, shall not be affected thereby, and each term and provision of
this Article shall be held valid and be enforced to the fullest extent permitted by law.

ARTICLE XIII – Amendments      Amended 5/2007
The Directors may make, amend, or repeal these By Laws, in whole or in part.