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AMENDED AND RESTATED REGULATIONS
OF
MASON LACROSSE CLUB
(an Ohio Nonprofit Corporation)
Effective as of August 15, 2012


ARTICLE I
OFFICE AND BOOKS
 
1.1       Principal Office.  The principal office of the Mason Lacrosse Club (the "Corporation") shall be located in the City of Mason, Warren County, State of Ohio or such other location as set forth in the Articles of Incorporation, as amended from time to time.  The Corporation may establish and maintain offices at any other place or places within or without the State of Ohio as the Board of Directors (the "Board") may from time to time determine.
 
1.2       Books and Records.  There shall be kept in the principal office of the Corporation, or any office designated by the Board, books and records detailing the names, places of residence, dates of election and the terms of the Members (as defined in Section 3.1 hereof), the members of the Board and the officers of the Corporation.  There also shall be kept in the same office correct books and records of the activities and transactions of the Corporation, including minutes of meetings of the Members and the Board.
 
The books and records of the Corporation shall be available for inspection as required by law.
 
ARTICLE II
PURPOSE AND PHILOSOPHY
 
2.1       Purpose.  The purpose of this Corporation shall be as specified in the Articles of Incorporation.
            
2.2       Philosophy. As an organization, the Corporation supports its coaches' efforts to provide playing time to all children based on ability and the goals of the Corporation.  The major consideration at all times shall be the safety of the players.  The safety of a child will never be sacrificed merely to provide playing time.  A general statement of the Corporation’s philosophy and goals may be summarized as follows:
 
Our goal is not to promote individuals, but to promote skill development, sportsmanship, team play and love of the sport.
  • To create and maintain grade-level programs focused on teaching fundamental skills and providing challenging competition appropriate for the players' skill and athletic level, while maintaining focus on team concept and individual leadership development.
  • To create a challenging, engaging, learning environment where children of differing levels of skill and physical development can learn and enjoy the game of lacrosse.
  • To provide equal attention and support to all participants.
  • To engage adults and experienced high school players to teach, coach and referee the scrimmages and games
 
ARTICLE III
MEMBERS; MEMBERSHIP
 
3.1       Family Membership.  The family unit, including a legal guardian, of each player on any of the lacrosse teams sponsored by the Corporation shall automatically become a member of the Corporation (each a “Member” and collectively the “Membership”) upon the acceptance by the Board of the player and the payment of all required registration fees.  If a family unit has more than one player on the Corporation’s teams, it shall be entitled to the number of Membership votes corresponding to the number of players of such family.  Members shall be considered in good standing only when all current registration fees have been paid.  Members shall continue to be members of the Corporation only for so long as they satisfy the terms of this Section 3.1.

3.2       Other Members.  Other individuals from within the community who the Members deem an asset in achieving the Corporation’s goals may be elected to the Membership at the Corporation’s Annual Meeting or at any other meeting of the Membership called for that purpose. Members so elected shall serve as a Member for a term of one (1) year or until death, incapacity to act, resignation, or removal.

3.4       Meetings.  The Initial Meeting of the Members shall be held on October 20, 2004 pursuant to notice to be given by Paul Limpert.  Thereafter, there shall be an Annual Meeting of the Membership held at least once a year at a time and place to be determined by the President or by the lesser of a majority of the Members then serving or any ten (10) Members.  The required quorum for the Annual Meeting of the Membership shall be the lesser of a majority of the Members then serving or ten (10) Members.  In the event that a quorum is not present at the designated time and place, the meeting shall be rescheduled by the President of the Corporation or the Membership at a time not more than thirty (30) days nor less than ten (10) days later than the originally scheduled meeting.  If a quorum is not present at any rescheduled meeting, the President of the Corporation shall continue to reschedule the meeting until a quorum is achieved.
 
Regular or special meetings of the Membership may be held at any time at the request of the President of the Corporation or by mutual agreement of the lesser of a majority of the Members then serving or any ten (10) Members.  Regular or special meetings shall be held at the time and place requested.  The required quorum for any regular or special meeting of the Members shall be the lesser of a majority of the Members then serving or ten (10) Members.
 
Written notice of the date, place and hour of the Annual Meeting of the Membership, and notice of the date, place and hour and purposes of every regular and special meeting of the Membership, shall be given to each Member at least seven (7) days prior to such meeting either in person or by mail, telegram, telecopy or electronic mail transmission to each Member at his, her or their last known address according to the records of the Corporation.  Notice of a meeting of the Membership may be waived in writing by any Member before or after such meeting.  Such writing shall be filed with or entered upon the records of such meeting.  Attendance by any Member at a meeting, without protesting the lack of proper notice prior to or at the commencement of the meeting, shall be deemed a waiver of notice of such meeting.
 
The Secretary of the Corporation or the Secretary's designee shall be responsible for the notification of the Members of all meetings as defined above.
 
3.5       Action.  Each Member shall be entitled to one (1) vote on any matter brought before the Membership; provided, however, that, in accordance with Section 3.1 hereof, if a Member has more than one player on the Corporation’s teams, it shall be entitled to the number of votes corresponding to the number of players of such Member.  Action at any meeting of the Members shall be authorized or taken by majority vote of those Members present, except where otherwise provided in these Regulations or by law.
 
Voting by mail or by proxy is permitted on any matter requiring approval of the Members.  All such votes by mail and proxies must be in writing and given to the Secretary prior to any meeting.  All votes by mail and proxies must specify the date of the meeting, the issues on which action is to be taken and whether the votes are to be cast for or against each issue.  A Member represented at a meeting of the Membership by a valid vote by mail or a proxy shall be considered present in determining the existence of a quorum for action on those issues to which the proxy specifically relates.
 
Notwithstanding the foregoing, any action of the Members may be taken at any time without a meeting by means of a unanimous consent in writing to such action signed by all of the Members.

3.6       US Lacrosse.  All players and coaches are required to be current members of US Lacrosse in order to participate in any Mason Lacrosse Club (Corporation)activities.  US Lacrosse memberships must be paid and current prior to processing the Mason Lacrosse Club (Corporation) player registrations each year.  Player US Lacrosse membership fees are paid directly to US Lacrosse by the player and are not included in Corporation membership fees.  Coaches US Lacrosse membership fees are reimbursed by the Corporation after coaches submit a dated receipt of payment to the Corporations Treasurer.

3.7    Transportation.   Mason Lacrosse Club does not provide transportation to ANY events (games, practices, etc) that the membership participates.  Parents are solely responsible for providing and arranging transportation for their child to lacrosse events.  No representative of the Club (Board member, coaches etc.) may provide transportation for any member or player.
 
ARTICLE IV
BOARD OF DIRECTORS
 
4.1       Composition of BoardThe Board of the Corporation shall consist of the President, the Vice President (Boys Program), the Vice President (Girls Program). the Treasurer, the Secretary, the Scheduling Coordinator, the Uniform Coordinator, the Equipment Coordinator, and the Director of Field Operations and such other persons as the Membership may determine and elect to the Board at its Annual Meeting. 
 
4.2       Responsibilities. The Board, together with the Corporation’s officers, shall transact all day-to-day business of the Corporation, approve and accept players on the Corporation’s teams, and make and amend rules consistent with these Regulations concerning the activities of the Corporation. Without limiting the foregoing, the Board shall determine the amount of registration and membership fees, oversee and approve, as necessary, expenditures, review financial statements and reports, and remove players and coaches for just cause.  Pursuant to the authority granted in Article VI hereof, the Board may appoint committees and define duties and powers of such committees. 
 
4.3       Meetings; Voting.  The Board shall hold regular meetings at a time and place to be determined by the President.  Special meetings of the Board may be called by the President, or by any four members of the Board.  When voting on matters before the Board, each member of the Board shall have a single vote.  Action at any meeting of the Board shall be by majority vote of the members of the Board present at such meeting, except where otherwise provided in these Regulations or by law.  
 
Notwithstanding the foregoing, any action of the members of the Board may be taken at any time without a meeting by means of a unanimous consent in writing to such action signed by all of the members of the Board.
 
4.4       Notice of Meeting(s).  The Secretary shall give written notice either by personal delivery or by mail, telegram, telecopy or electronic mail transmission of the time and place of each meeting of the Board to each member of the Board at least two days before the meeting.  The notice need not specify the purposes of the meeting, and the Board may consider any matter at any meeting.
 
            Any member of the Board may waive in writing notice of the time, place and purposes of any meeting of the Board either before or after the holding of such meeting.  Such writing shall be filed with or entered upon the records of such meeting.  Attendance of any member of the Board at a meeting, without protesting the lack of proper notice prior to or at the commencement of the meeting, shall be deemed a waiver of notice of such meeting.
 
4.5       Quorum.  A majority of the members of the Board then serving shall constitute a quorum at all Board meetings, including meetings of the remaining member of the Board for the purpose of filling a vacancy in the Board.  The act of a majority of the members of the Board present at a meeting at which a quorum is present shall be a duly authorized act of the Board.
 
 
ARTICLE V
OFFICERS
 
5.1       Number of Officers, Election, Qualification and Term of Office.  The officers of the Corporation shall consist of a President, a Vice President (Boys Program), a Vice President (Girls Program), a Treasurer, a Secretary, the Scheduling Coordinator, the Uniform Coordinator, the Equipment Coordinator, and a Director of Field Operations.  Each of the Membership and the Board may at any time provide for such other officers as it may determine.  All officers shall be Members of the Corporation at the time of their election and shall continue to be Members for the duration of their service as such officers. 
 
The officers of the Corporation shall be elected by a majority vote of the Members in attendance at each Annual Meeting of the Membership.  Any vacancy in any office caused by any reason whatsoever, including by the creation of a new office, may be filled by the Board at any meeting.  Officers, except as noted below, shall hold office until the next Annual Meeting of the Membership or until election and qualification of their respective successors, provided, however, that the Membership, by a two-thirds (2/3) vote of the Members in attendance at any meeting called for such purpose, may at any time with or without cause remove any officer of the Corporation.  Any person may hold more than one office, provided, however, that no person shall be both President and Treasurer of the Corporation.
 
5.2       President.  The President shall preside at all meetings of the Membership and Board, and shall be the chief executive officer of the Corporation.  Subject to the supervision of the Board, the President shall have general charge of the affairs of the Corporation and shall see that all orders and resolutions of the Membership and the Board are carried into effect.  The term of any person elected to the office of the President shall be two years. 
 
5.3       Vice President (Girls Program) The Vice President (Girls Program) shall have the responsibility of communicating issues and needs affecting the Girls Youth and Middle School programs.   The Vice President (Girls Program) will recruit coaches and monitor and maintain coaches training records to ensure all minimum coaching requirements are met, that background checks are clear and that US Lacrosse memberships are current. The Vice President (Girls Program) shall support the Board appointed Girls Training and Education Coordinator to ensure coaches are knowledgeable about the sport of lacrosse and understand the basic fundamentals of the sport. Additionally, the Vice President (Girls Program) shall have such other duties and powers as may from time to time be delegated by the Membership or the Board.  The term of any person elected to the office of the Vice President (Girls Program) shall be two years. 

5.4   Vice President (Boys Program). The Vice President (Boys Program) shall have the responsibility of communicating issues and needs affecting the Boys Youth and Middle School programs.   The Vice President (Boys Program) will recruit coaches and monitor and maintain coaches training records to ensure all minimum coaching requirements are met, that background checks are clear and that US Lacrosse memberships are current.  The Vice President (Boys Program) shall support the Board appointed Boys Training and Education Coordinator to ensure coaches are knowledgeable about the sport of lacrosse and understand the basic fundamentals of the sport. Additionally, the Vice President (Boys Program) shall have such other duties and powers as may from time to time be delegated by the Membership or the Board.  The term of any person elected to the office of the Vice President (Boys Program) shall be two years. 

5.5       Treasurer.  The Treasurer shall receive or cause to be received the monies of the Corporation and deposit or cause to be deposited the same in such banks, trust companies, or other depositories as may be selected pursuant to the provisions of Section 7.2 hereof.  The Treasurer shall keep or cause to be kept books and records setting forth a true record of all receipts and disbursements and other financial activity, and shall, when and as required by the President or the Board, provide statements of the financial condition of the Corporation and, in general, shall have such duties and powers incident to the office of Treasurer, and have such other powers and duties as may from time to time be delegated by the Membership or the Board.  The term of any person elected to the office of the Treasurer shall be two years. 
 
5.6       Secretary.  The Secretary shall give or cause to be given all required notices of meetings of the Membership and the Board.  The Secretary shall record, or cause to be recorded, the minutes of all meetings of the Membership and the Board.  Additionally, the Secretary shall have such duties and powers incident to the office of Secretary, and shall have such other duties and powers as may from time to time be delegated by the Membership or the Board.  The term of any person elected to the office of the Secretary shall be two years. 
 
5.7       Scheduling Coordinator.  The Scheduling Coordinator shall have the responsibility of arranging field and meeting space for practices, games, banquets, meetings, and any other such events that the Corporation plans or hosts.  The Scheduling Coordinator shall be the main contact with the schools, city, township or any other such organization for which we may request fields, meeting space, etc.  Additionally, the Scheduling Coordinator shall have such duties and powers incident to the office of Scheduling Coordinator, and shall have such other duties and powers as may from time to time be delegated by the Membership or the Board.  The term of any person elected to the office of the Scheduling Coordinator shall be two years.  
 
5.8       Uniform Coordinator.  The Uniform Coordinator shall have the responsibility of selecting, purchasing and distributing the uniforms for the Corporation each season.  The Uniform Coordinator shall work with vendors to ensure that the uniforms conform to the rules of the Corporation's governing organization, that the Corporation is receiving a competitive price and that the uniforms are received each year in time for the start of the season.  Additionally, the Uniform Coordinator shall have such duties and powers incident to the office of Uniform Coordinator, and shall have such other duties and powers as may from time to time be delegated by the Membership or the Board.  The term of any person elected to the office of the Uniform Coordinator shall be two years.    

5.9       Equipment Coordinator.  The Equipment Coordinator shall have the responsibility of overseeing the distribution, collection, inventory and purchase of Corporation owned equipment.  The Equipment Coordinator shall distribute the needed equipment to each team at the start of the season, collect the equipment at the conclusion of each the season, prepare an inventory of all equipment and purchase any needed equipment.  Additionally, the Equipment Coordinator shall have such duties and powers incident to the office of Equipment Coordinator, and shall have such other duties and powers as may from time to time be delegated by the Membership or the Board.  The term of any person elected to the office of the Equipment Coordinator shall be two years.

5.10     Director of Field Operations.    The Director of Field Operations shall have the responsibility of monitoring practice and game field conditions and ensuring they are playable on a daily basis for practice and game days.  The Director of Field Operations will make sure the practice and game fields are lined (as needed) and that teams/coaches have all the necessary items needed on the fields. Additionally, the Director of Field Operations shall have such duties and powers incident to the office of Director of Field Operations, and shall have such other duties and powers as may from time to time be delegated by the Membership or the Board.  The term of any person elected to the office of the Director of Field Operations shall be two years.
 
ARTICLE VI
OTHER COMMITTEES
 
6.1       Standing Committees.  Standing Committees, including an Executive Committee, may be organized or may be abolished from time to time by action of the Board.  Any Standing Committee shall have such powers and duties as may be delegated to it by the Board.  Standing Committees shall consist of Members approved by the Board, including any of the duly elected officers of the Corporation.
 
6.2       Special and Ad Hoc Committees.  Special or Ad Hoc Committees may be organized or abolished from time to time by action of the Board.  Each such committee shall have such powers and duties as may be delegated by the Board.
 
ARTICLE VII
CONTRACT, CHECKS, NOTES,
BANK ACCOUNTS AND OTHER FINANCIAL INSTRUMENTS
 
7.1       Responsibilities.  All contracts of the Corporation and all checks, drafts and other orders for the payment of money out of the funds of the Corporation and all promissory notes and other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation by such officers, employees or agents, and in such manner, as specified in these Regulations or as shall from time to time be determined by resolution of the Board.
 
7.2       Bank Accounts.  All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in general or special accounts in such banks, trust companies, or other depositories as the Board may from time to time select, or as may be selected from time to time by the officers, employees or agents of the Corporation to whom such power may from time to time be delegated by the Board; and for the purpose of each such deposit, not only the Treasurer, but also such officers, employees or agents to whom such power may be delegated by the Board, may endorse, assign and deliver any checks, drafts or other orders for payment of monies which are payable to the order of the Corporation.
 
ARTICLE VIII
FISCAL YEAR
 
The fiscal year of the Corporation shall commence on the first day of July of each calendar year and end on the last day of June of the following calendar year.
 
ARTICLE IX
INDEMNIFICATION
 
            The Corporation shall, to the full extent permitted or required by the Nonprofit Corporation Law of the State of Ohio, as now enacted or as the same may be amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.
 
ARTICLE X
AMENDMENTS
 
These Regulations may be altered, amended or repealed at any regular or special meeting of the Membership by a vote of two thirds (2/3) of the Members in attendance at any meeting called for such purpose.
 
Meetings of the Membership called for the purpose of altering, amending or repealing the Regulations shall be called in the same manner as provided in Section 3.4 hereof for calling regular or special meetings of the Membership.