Metro Atlanta Youth Lacrosse Association
BY-LAWS OF
the
Metro Atlanta Youth Lacrosse Association
(MAYLA)
Section 1.
1.1Name.Thename oftheCorporation shallbe the METRO ATLANTA YOUTH LACROSSE ASSOCIATION (MAYLA).
1.2Purposes. Thepurposesofthe Corporation shallbe:
(a)To promotethedevelopment and growth ofthe sport oflacrossethrough the formation of ayouthlacrosseleague comprised of recreational and selectyouth lacrosseprograms in and around the metropolitan area of Atlanta Georgiaandthe affiliation of such youth lacrosseleagues with U.S.Lacrosse,Inc.
(b)To promote and develop through the operation ofayouth lacrosseleague
knowledgeof therules and skills of lacrosse;
(c)To promote and develop through boys andgirls participatinginyouth lacrosse,the qualities of sportsmanship, teamworkand respect forcoaches, officials and players;
(d)To develop, promote andprovide opportunities for coaches andofficials to receivetrainingon the rules and skills of lacrosseand the skills necessary to enable coachesand officials to serve as positiverole models forboys
and girls participatingin thesport oflacrosse, with an emphasis on the positivequalities of sportsmanship, teamwork andthe buildingof character;and
(e)Ingeneral to do allthings as maybe appropriateto promote and accomplish anyof theforegoingpurposes.
1.3Location. Theprincipal officeof theCorporationin the Georgiashall belocated at 3541 Yarmouth Hill Rd. Lawrenceville, GA 30044. TheDirectors maychangethelocation ofthe principal officein the state of Georgiaeffectiveupon filingacertificate with the Secretaryof the state of Georgia, or in such othermanneras maybe required bythe laws ofsuchjurisdiction of organization ofthe Corporation.
1.4Corporation Seal. TheDirectors mayadoptand alterthe seal of theCorporation.
1.5Fiscal Year. The fiscalyear oftheCorporation shall, unless otherwisedecided by the Directors,end on 31stdayof December in eachyear.
Section 2.
VOTINGMEMBERS
2.1Program Members.Eachyouth lacrosseprogramadmitted bytheBoard of Directors to membership in theCorporation shall constitute a votingmemberof the Corporation (a“ProgramMember”). The followingrequirements andrights shallbe applicable to the admission ofaProgram Member to theCorporation;
(a)Anycity, town or school district in the metropolitan area of the city of Atlanta, Georgiashallbe eligiblefor admission to the Corporation as a Program Member ifsuch citytown or school district has an activeboysor girlsyouth lacrosseprogram. Theyouth lacrosseprogram shall beactiveifthe city, townor school district sponsors two or moreboys orgirlsyouth lacrosseteams thatactively participates orwill activelyparticipate ingames involvingyouth lacrosse programs sponsored byother cities, towns or school districts. Inorder to beeligible for membership in theCorporation as a Program Member, anysuchyouth lacrosse program shall includeboysand/orgirls in grades kindergarten througheight constituting at least two teams. The requirementthat ayouth lacrosseprogram field at least two teams may, however, bewaived bytheBoard ofDirectors fora“start-up”youthlacrosse program. Anysuchwaiver bytheBoard of Directors shallconstitute a “Major Decision”,as moreparticularlydescribed in Section 4.12.1 below.
(b)Notwithstandingthe foregoing, theBoard of Directors expresslyreserves the right from timeto timeto admitas a Program Memberofthe Corporation such other youth lacrosseprogramsas the Board ofDirectorsmaydeterminesatisfy
generallytherequirements formembership as a Program Membereven though suchyouth lacrosseprograms arenot sponsored byacity, town or school district. Anysuch decision ofthe Board ofDirectors shallconstituteaMajorDecision;
(c)TheBoard ofDirectorsmayfrom time to time requirethe payment byeach Program Member of an annual membership feein an amountestablishedbythe Board of Directors. Anydecision as to whethertochargeamembership feeand the amountof themembership shallconstitute aMajorDecisionbytheBoard of Directors;
(d)Each Program Membershallbe entitled to one recognized representative for the purpose of conducting the business of the membership. Theidentityof the representativeshall be determined individuallybyeach youth lacrosseprogram, in its solediscretion, but the identity of said individual along with all reasonable points of contact will be provided to and recorded by the Board of Directors. This individual, or a designated representative, will be the sole agent of the Member Program for all matters concerning corporation business.
(e)TheBoard ofDirectors shallbe entitled to establish such othercriteria and qualifications formembership in theCorporation as a Program Member asthe Board of Directors maydetermine from time to time, and anysuchdeterminationshall constitute aMajorDecision; and
(f)TheBoard ofDirectorsmayremove anyProgram Member from membership in the Corporation with orwithoutcause at anytime. Anyproposed removalofa Program Memberfrommembership in theCorporation with cause shall require that the Program Member beprovidedwith reasonable notice andan opportunity to be heard. Anydecision to remove aProgram Member from membership in the Corporation, either withorwithoutcause, shallconstituteaMajorDecision.
(g)Any Major Decision affecting the admission or expulsion of a Program Member shall, other requirements of Major Decisions notwithstanding, require a two-thirds majority of members in good standing.
(h)The Membership shall meet semi-annually in an open forum that will solicit and facilitate attendance by all interested programs and parties. These semi-annual meetings will hence be known as Membership Meetings and shall be designated as follows:
Primary Meeting Oct – Nov
Secondary MeetingMay - Jun
2.1Members in Good Standing. It will be necessary for Member Programs to maintain current documentation on file with the Corporation and for Member Programs to have paid all required dues and fees as outlined below.
(a) On or before January 1 of each calendar year Member Programs will provide such documentation as deemed necessary by the Board of Directors to track and manage all Member programs. Such documentation will include, but not be limited to, the following: program name, USPS mailing address, website address, primary email address and primary telephone number. Additionally, Member Program’s will designate in writing the name of the Program’s designated MAYLA representative, and his/her email and phone contacts should they differ from the Program’s contacts on file.
(b) By submitting the January 1 application Member Programs agree in writing to support and comply with each of the operating principles, policies and procedures of MAYLA.
(c)All required dues and fees must be paid and all accounts current by March 31st of each calendar year.
(d)Only Member Programs in good standing will be permitted to vote on Corporation business and/or register teams for seasonal play.
Section 3.
NON-VOTINGMEMBERS
3.1 Theremaybeotherclasses of nonvotingmembers, who shallin such capacityhaveno right to noticeofor to vote at anymeeting, shall not be considered for purposesof establishingaquorum,and shallhaveno other rights or responsibilities except as maybespecificallydelegated to them bytheDirectors. TheDirectors maydesignate certain persons orgroups of persons as nonvotingmembersfrom timeto time, and the Directors mayconferupon nonvotingmemberssuchpowers, rights orresponsibilities, individuallyor in groups,as theydeem necessaryor appropriate.
Section 4.
BOARD OFDIRECTORS
4.1 Number and Tenure. TheBoard of Directorsshall be comprised of the President, Vice President, Treasurer, Secretary, Boys Select Director, Girls Select Director and the Boys Rec and Girls Rec Directors. The number of directors shall initially be fixed at eight (8). Owing to the even number of directors, the President shall vote only in the necessity of breaking a voting impasse (tie-breaker). Should the President be unable to chair any meetings, such responsibility shall pass in the order listed above. The Board of Directors shall meetat least quarterly eachyear as follows:
January-March
April-June
July-September
October-December
(a). Noticeofeach meetingof theBoard of Directors shall be sent in writingbythe Secretaryto each Board Memberat the address as it appears on the books ofthe Corporation, at least fourteen(14)days beforethe date set forth for themeeting. Special meetings maybecalled bythe president or byamajorityof theBoard of Directors at anytime, upon forty-eight (48)hours written, telephonicor person-to- person notice.
(b). TheSecretaryshall also send written noticeof each meetingof theBoard ofDirectors, to Program Members at the address recorded on the books ofthe Corporation andanymembershallbeentitled to attend anymeetingof theBoard of Directors.
(c) At allmeetings of the Board of Directors amajorityof themembers oftheDirectors then servingon the Board shall constitute aquorum.
(d). The Secretary of theBoard of Directorsshall keep minutes ofeach meetingin a book kept forthat purpose and shallpromptlysend a copyof the minutes of each meetingto eachmember oftheBoard ofDirectors.
(e). A vacancyon the Board of Directorsoccasioned bythe resignation, inabilityor refusal ofamember to servemaybefilled bythepresident. Anyaction bythe Board of Directors maybetakenwithoutameetingifawritten consent is signed byallmembers ofthe Board of Directors and filed with the records of theBoard of Directorsmeetings. Such consent shall betreated as a vote ofthe Board of Directors for allpurposes.
(f) The Board of Directors may fixthe number ofDirectors at either of the semi-annual Membership Meetings. Such changes to the number of Directors on the Board shall constitute a Major Decision.
4.2Tenure.With the exception of Corporate Officers whose term of office shall be 2 years (Sec 5.3 Tenure) each Directorshall hold officeuntil thenext primary meetingof Directors oruntil such Director dies, resigns,is removed orbecomes disqualified.
4.3Powers. Theaffairs of theCorporation shallbemanaged bytheDirectors who shall have and mayexercise allthe powers oftheCorporation.
4.4Committees.
4.4.1 Regional/SchedulingCommittee. Thereshall bea Regional/SchedulingCommittee comprised of at least fiveand no morethan sevenindividuals, at least oneof whom shallbe a member oftheBoard ofDirectors. All Regional/SchedulingCommitteeMembers shall, be affiliated in some manner withaProgram Member. The Regional/Scheduling Committeeshallbe responsible for coordinatingtheseasonal schedulingof leaguegames,and it shall make recommendations to the Board ofDirectors with respect to anypolicies orprocedures applicable to the schedulingof leaguegames. The Regional/SchedulingCommitteeshall establish and recommend to theBoardofDirectorsan overallleaguestructure, including geographic divisions, the establishment of different team skilllevels to promote competitive playand requirements applicable to leaguegames andstandings within theleague.
4.4.2 Rules and Competition Committee. Thereshall be one eachRules and Competition Committeefor each of the Boys and Girls Programs. Each committeeshall be comprised of at least threeand no morethan five individuals, at least oneofwhom shallbea member ofthe Board of Directors. TheRules and Competition Committeesshall be responsible for reviewingandrecommendingto theBoard ofDirectors the rules applicableto leagueplay, which shallbebased upon theyouth lacrosse rules promulgated byUSLacrosse which are included as part of theNational Federation ofHigh School Rules governingthe sport of lacrosse. Anydeviation from theyouth rules promulgated byUSLacrosseshallbesubject to the approval ofthe Board ofDirectorsbased upon the recommendation ofthe Rules and Competition Committee, and anysuch approval shall constitutea“MajorDecision”,as moreparticularlydescribedin Section 4.12.1 below. The Rules and Competition Committees shall be responsible for monitoring program residency and issues of waiverability. TheRules and Competition Committeeshall also be responsible forthe review ofequipment related issues, and itshall make recommendations to the BoardofDirectorsas to mandatoryequipment for participation in leagueplay. TheRules and Competition Committeeshall be responsible fordeterminingthe availabilityof insuranceforProgram Members, and itshall make recommendations to the Board ofDirectorswith respect to the appropriateroleofthe Corporation in satisfyingthe insurance requirements ofanyProgram Member.
4.4.3 Officials Committee. There shall be one each Officials Committee for the Boys and Girls programs. Such committee shall be comprised of at least three and no morethan five individuals, at least oneofwhom shallbea member ofthe Board of Directors. TheOfficials Committeesshall make recommendations to theBoard of Directorswith respect to anyrequirements applicableto individuals who officiate leaguegames, anditshall identifyand makerecommendations to the Board of Directorswith respect to appropriatestrategies and initiatives that aredesigned to improvethe overall officiatingof leaguegames. The Officials Committees shall be responsible for overseeing, facilitating and or validating the initial and continuation training of affiliated league officials. The Officials Committees will, when practicable, oversee, facilitate or validate the assignment of league officials.
4.4.4 Training Committee. Such committee shall be comprised of at least three and no morethan five individuals, at least oneofwhom shallbe amember ofthe Board of Directors. The Training Committee shall be responsible for overseeing, facilitating and or validating the initial and continuation training of league coaches to include Positive Coaching Alliance and US Lacrosse coaching initiatives. The Training Committee will, when practicable, facilitate additional coaches training opportunities as may be available from time to time.
4.4.5 TournamentCommittee. Such committee shall be comprised of at least three and no morethan five individuals, at least oneofwhom shallbemembers ofthe Board of Directors. The Tournament Committeeshall establish and recommendto theBoard of Directors a format fortheyear end tournament. The TournamentCommitteeshall be responsible for overseeing, facilitating and or validating the conduct of this and other such tournaments as may be desirable. TheChairmanof the Tournament Committeeshall be amember ofthe Board ofDirectors and shallbe appointed bythe president of theCorporation.
4.4.6Outreach Committee. Such committee shall be comprised of at least three and no morethan five individuals, at least oneofwhom shallbemembers ofthe Board of Directors. The Outreach Committee shall be responsible for interaction with the community designed to grow and promote the sport of Lacrosse. Specifically, the Outreach Committee shall be responsible for broadening the diversity and reach of the sport’s socioeconomic base.
4.4.7 Additional Committees. Thepresident of theBoard of Directors may appointsuch additional committees as in his or her judgment maybenecessaryor appropriatefor the conduct of thebusiness and affairs ofthe Corporation.
4.4.8Committees Generally. Each CommitteemayelectaViceChairman. Unless otherwise expresslyprovided in theseBy-Laws, amajorityof themembers ofeach Committeeshall constitute aquorum forthe transaction ofbusiness. Theclerkofeach Committeeor, in the absenceof the clerk atemporaryclerk appointed bytheChairmanof the Committee, shall keep atrue record ofallproceedings, andsuch record shall alwaysbeopenfor the inspection of anyDirector. Avacancyin anyCommitteeoccasioned bythe death, resignation, inabilityor refusal of amemberto servemaybe filled bythe president. Any member oftheBoard ofDirectors shallbeentitled to attend anyCommitteeMeeting, and each Committeeshall provideto the clerk aschedule ofits meetings which shallbemade available to anymemberof theBoardof Directors.
4.5Suspension or Removal. A Director maybesuspended or removed (a) with or withoutcause byvote ofamajorityof theProgram Members or(b)with causebyvote of a majorityof theDirectors then in office. Removal by a majority of Program Members shall constitute a Major Decision. ADirector mayberemoved with cause onlyafter reasonablenotice and opportunityto be heard.
4.6Resignation. A Directormayresign bydelivering his or her written resignation to the president, treasurer orclerk of theCorporation,to a meetingof themembers orDirectors or
to theCorporation at its principal office. Such resignation shallbeeffectiveupon receipt(unless specifiedto beeffectiveat someothertime) andacceptancethereofshallnot be necessaryto makeiteffectiveunless it so states.
4.7Vacancies. Anyvacancyin theBoard of Directors shall be filled bythe President on an interim basis for a period not exceeding six (6) months or the end of the expired term - whichever occurs first. Each successor may be ratified by a simple majority of the Board of Directors. In such case the successor shall serve the balance of the expired term or until he orshe dies, resigns, is removedorbecomes disqualified. TheDirectors shallhaveand mayexerciseall theirpowers notwithstandingthe existenceof oneor morevacancies in their number.
4.8Regular Meetings.Regularmeetings of theBoard of Directors shallbeheld at least quarterly – two of which must be held ‘in person’.One regular meetingof theDirectors shallbeheld prior to the beginningof the Spring season on such date andatsuchtime as shall be determined bytheBoard of Directors. One regular meetingof theDirectors shallbeheld prior to the Fall season at such time and on suchdate as shall be determined bytheBoard of Directors.
4.9Special Meetings. Special meetings of theDirectors maybeheld atanytime and at anyplacewhencalled bythe president or bytwo or moreDirectors.
4.10Callor Notice.
(a)Regular Meetings. No callor noticeshall be required forregularmeetingsof Directors, provided that reasonable notice: (i) ofthe first regular meetingfollowingthe determination bytheDirectors ofthe times andplaces for regular meetingsshall be given to absent members; (ii) specifyingthe purposes ofaregularmeetingshallbegiven to each Director if either contacts or transactions of theCorporation with interested personsor amendments to theseby-lawsareto beconsidered at themeeting;and (iii) shallbegiven as otherwise required bylaw, the articles or organization ortheseby-laws.
(b)Special Meetings. Reasonable noticeof thetimeand placeof special meetings of the Directors shallbegiven to eachDirector. Such noticeneed not specifythe purposes ofa meeting, unless otherwise required bylaw, thearticles of organization ortheseby-laws or unless thereis to be consideredat themeeting: (i) contacts or transactions of theCorporation with interested persons; (ii)amendments to theseby-laws; (iii) an increaseor decreasein thenumber ofDirectors; or (iv) removal orsuspensionofaDirector.
(c)Reasonable and Sufficient Notice. Except as otherwise expresslyprovided,it
shall be reasonable and sufficient noticeto aDirector to send noticeat least four (4)days prior to the meeting date, addressed to him at his address of record on file with the Corporation.
(d)Waiverof Notice. Whenever noticeof ameetingis required, such noticeneed not begiven to anyDirectorif awritten waiver ofnotice, executed byhim(orhis attorneythereunto authorized)beforeor after themeeting, is filed with the records ofthe meeting, or toany
Director whoattends themeetingwithoutprotestingpriorthereto orat its commencement the lack of noticeto him. Awaiverof noticeneed not specifythe purposes of themeetingunless suchpurposes wererequired to be specifiedin thenoticeof such meeting.
4.11Quorum. At anymeetingof theDirectors amajorityof theDirectors thenin officeshall constitute aquorum. Anymeetingmaybeadjourned byamajorityof thevotes cast upon the question, whetheror not a quorum is present, and themeetingmaybeheld as adjourned withoutfurthernotice.
4.12Action byVote; Major Decisions. When aquorum is present at anymeeting, a majorityof theDirectors present and votingshalldecide anyquestion, includingelection of officers, unless otherwiseprovided bylaw, the articles of organization ortheseby-laws.
4.12.1 MajorDecisions. With the exception of Section 2.1 (g) pertaining to admission/removal of Program Members any“MajorDecision” required to bemadeshall requirethe affirmative vote a simple majority ofthe Members present and votingto decideanysuch question. As used herein, a “MajorDecision”shall meananydecision identified in theseby-lawsas a “MajorDecision”. It shallalso mean anydecisionproposedto be madebythe Board of Directors or the Membership that willresultin a fundamental changein thepurposes, policies,practices or procedures of theCorporation. In theevent that anymember ortheBoardofDirectors believes that aproposeddecision is aMajorDecision, suchmember ortheBoard ofDirectors shallbe entitled to requiretheMembership to voteonthe issue ofwhether aproposed action constitutes aMajorDecision. A majorityvote ofthoseMembers pre65sentand votingshall determinewhether anyproposed action constitutes a Major Decision in the event that any Member requeststhat theBoard of Directors makesuchadetermination. Theadmission or removal ofany Program Member, Directoror officer, with or without cause, shallconstitute aMajorDecision.
4.13Action byWriting. Anyaction required or permitted to be taken atanymeeting ofthe Directors maybetaken withoutameetingifallthe Directorsconsentto the action in writingand thewritten consents are filedwith the records of themeetingsofthe Directors. Such consents shallbetreatedfor allpurposesas a voteat a meeting.