BY-LAWS OF THE TRUCKEE TRIBE LACROSSE CLUB, INC.
ARTICLE I – NAME
SECTION 1 The name of the organization shall be the “Truckee Tribe Lacrosse Club, Inc.”, hereinafter referred to as the “Club”.
SECTION 2 The office address of the Club shall be: 10069 West River Street, Suite 6c, Truckee, CA 96161 or such other address as the Club may from designate in writing.
SECTION 3 The fiscal year of the Club shall commence on the 1st day of January each year and terminate on the 31st day of December of that year.
ARTICLE II – MEMBERSHIP
SECTION 1 There shall be one class of membership in the Club, Regular members. “Regular members” shall be defined as the parents or legal guardians of Competitors or adults who are otherwise interested or involved in the sport of lacrosse and who are approved by the Board of Directors as Regular Members. “Competitors” shall be those players who compete in a program or programs administered by the Club.
SECTION 2 The membership shall be open to any resident of the State of California and Nevada; provided, at all times a majority of Competitor members must be residents of the Town of Truckee, Nevada County, California.
SECTION 3 Membership shall also be contingent upon payment of such periodic registration fees and membership due as condition of participation in Club activities. All Competitors shall be required to be members of US Lacrosse.
SECTION 4 Membership shall also be contingent upon execution of, and compliance with the terms of the Code of Conduct issued by the Club.
SECTION 5 Termination of Regular Members or Competitors for cause shall be determined by a majority vote of the Board of Directors based on cause, including without limitation material violations of the Code of Conduct.
ARTICLE III – PURPOSES AND POWERS
SECTION 1. The purpose of the Club shall include the following:
- To provide an opportunity for all children eligible for membership to play and compete in the game of lacrosse and develop as players;
- To promote physical fitness and good patterns of physical development and to encourage proper conditioning and health habits;
- To provide opportunities for social, emotional, and educational development and to encourage peer and family participation; and
- To promote good sportsmanship and respect for the game of lacrosse.
SECTION 2. The powers of the Club shall include the following:
- Management of the youth and high school lacrosse program or programs, subject to the relevant requirements and/or approvals of the High Sierra Lacrosse League, the Truckee Donner Recreation and Parks Department, and Tahoe Truckee Unified School District (the “Program”).
- Promotion of lacrosse generally, including boys lacrosse, girls lacrosse, high school lacrosse, and adult lacrosse.
- Interfacing with other organizations dedicated to the promotion of lacrosse and youth sports in the Truckee area, including without limitation, the High Sierra Lacrosse League.
- The publication and distribution of programs, newsletters and other publications designed to promote the activities and affairs of the Club.
- The solicitation of grants and contributions to support the Program and the promotion of the lacrosse in the Truckee area.
- The contribution of money or other things of value for scholarships, programs or other causes in furtherance of the affairs and interests of the Club.
- The retaining of such person, firms, or corporations as may be necessary in order to provide special services to the Club;
- The purchase, sale, and conveyance of real or personal property and the entry into any contracts, leases, or other agreements necessary to properly conduct and administer the affairs of the Club;
- The operation of food concessions and the sale or lease or loan of lacrosse equipment and uniforms to its members and other persons; and
- The authorization to engage in such other lawful activities as may be necessary to properly carry out the purposes of the Club and conduct its affairs.
ARTICLE IV – RIGHTS AND LIABILITIES OF MEMBERS
SECTION 1 No director, officer, member, or authorized agent, or representative of the club shall be liable or responsible for any debts or liabilities of the Club, or liable to the Club except to the extent of their unpaid portion of membership dues and entry fees, with the exception of wrong doing or liability for intentional acts as further provided by Article VII: Indemnification.
SECTION 2 Regular Members shall have one (1) vote for each competitor for whom they are the parent or legal guardian of on all matters brought before a vote of the membership; provided, however, if both parents or legal guardian of a Competitor are Regular members, then such parents of guardians shall only have one (1) vote between them per Competitor. Competitors shall have no voting rights.
ARTICLE V –MEMBERSHIP NOTIFICATION, VOTING, AND MEETINGS
SECTION 1 The Club shall provide a written statement approved by the Board of Directors sent electronically and available at the office of the Club by the end of January of each year for the purpose of reviewing the activities and financial affairs of the Club, nominating new directors and officers, and such other business as necessary. All issues on which the Regular Members are voting shall clearly be set forth by a ballot which is attached to the annual written statement. Contrary positions shall be set forth on all contested issues.
SECTION 2 The Club shall hold an annual meeting of the Membership for purpose of electing board members and filling any other vacant board positions during the first week of March at a date and time and location to be determined by the Board. At least fifteen (15) days prior to the annual meeting, notice of the date, time, and location of the annual meeting, and the matters to be voted on, including without limitation, the election of the board members, shall be provided to the Membership via e-mail provided by the Members. Only Regular members shall have the right to vote, one vote per Competitor. The Secretary and Treasurer of the Club shall be responsible for counting the votes. The Votes shall be tallied at the Annual Meeting.
SECTION 3 The Club may also hold other special meetings and elections as may be necessary from time to time to properly conduct the affairs of the Club. Such special meetings or elections may be called by the President of the Board of Directors, or by majority vote of the Board of directors, or upon the written request of at least ten percent (10%) of the Regular members. Notice of such special meetings shall be provided to the membership electronically or if no email address is available by U.S. mail at least five (5) days in advance. Such notice shall provide sufficient detail as to the agenda for the special meeting. Any special elections shall include a ballot and statement on all issues on which the Regular Members are being asked to vote. Contrary positions shall be set forth on all contested issues
SECTION 4 In the event that at least 50% of the regular membership appear at a properly noticed meeting, any vote held at such meeting shall be considered the decision of the majority of the Club. No further election or ballot shall be required.
ARTICLE VI – BOARD OF DIRECTORS
SECTION 1. There will be a Board of at least five (5) and no more than nine (9) Directors. Directors also holding the offices of President, Treasurer, and Secretary shall have two (2) years terms and all other directors shall have one (1) year terms.
SECTION 2 Any vacancy in the board of directors caused by death, resignation, or disqualification of a director shall be filled by an election of the remaining directors or by the Regular Members at the annual meeting.
SECTION 3 The duties and powers of the Board of directors shall be such as usually devolve upon the directors of any club or association and may include the selection of the place, fixing the date, and making all arrangements necessary for holding meetings of the Club and the publication of whatever data the Directors deem essential to the benefit of the Club. The directors shall have the power to adopt rules and regulations, and to alter and amend the same from time to time, for the conduct of the business and activities of the Club, including but not limited to, making decisions regarding coaching, entering into any contracts, leases, or other agreements necessary to carry out the purposes of the Club. However, the board of directors may not exercise any powers relating to any of the following:
- Termination or discharge of coaches or removal of a director except for cause, including without limitation, material violation of the code of conduct, repeated failures to attend regularly scheduled meetings and Club charitable events, and by the vote of the majority of the Board;
- Termination of regular members or competitors except under circumstances of violence, drug use, or other conduct deemed inappropriate by a majority vote of the Board.
- Entering into a contract or agreement for the purchase or sale of real estate.
- Entering into a retail sales role, for any equipment or merchandise other than equipment that is logo specific and not available from an outside retailer.
- Such matters may only be accomplished by vote of the membership (via proxy or 50% attendance at meeting as provided above). The directors shall otherwise exercise all of the powers of the Club as permitted by law, subject to the provisions of the Articles of Incorporation and the By-Laws.
SECTION 4 The Board of Directors shall hold regular meetings on the first Monday of the month each month to discuss ongoing issues pertaining to the Club. All such meetings shall be open to the regular members, and shall be held at a convenient hour and place designated by the Board of Directors. Written notice of the meeting and the agenda for the meeting shall be given to all members by email, not less than ten (10) days before any said meeting. Minutes of all such meetings, including but not limited to Board voting, shall be available to regular members.
SECTION 5 The Board of Directors shall annually elect from the directors, a President, Treasurer, and Secretary. No Director shall hold more than one (1) office at any time.
SECTION 6. The Board of Directors shall also have the authority to establish committees as may be necessary to further and promote the interests and activities of the Club. Such committees may be comprised of Directors, as well as other Regular members and Coaches.
SECTION 7. The President shall preside at all meetings of the membership and of the board of directors, shall perform such other duties as may be determined by the Board of Directors, and shall perform and discharge such other duties as generally devolve upon the Chief Executive Officer.
SECTION 8. The Secretary shall have the custody and care of the corporate records of the Club, shall attend meetings of the members and of the Board of Directors, shall keep a true and complete record of the proceedings of all such meetings, shall file and take charge of all papers and documents belonging to the Club, shall keep a list of members entitled to vote at the Club’s principal office and make them available for inspection by Club members, and shall perform such duties as may be prescribed by the Board of Directors. The secretary shall provide a copy of the minutes of each meeting of the Board of Directors within 15 days of the day of the meeting.
SECTION 9. The Treasurer shall keep correct and complete records showing accurately at all times the financial condition of the Club, shall be the legal custodian of all monies and other valuables which may from time to time come into the possession of the Club, shall maintain a bank account in the name of the Club, shall furnish at meetings of the Board of directors and membership, or whenever requested by the Board of Directors or members, a statement of the financial condition of the Club, and shall perform such other duties as the Board of Directors may prescribe. The Treasurer shall provide a general ledger to each board member regularly by the 15th of each month.
SECTION 10. In case of the absence of any officer of the Club, or for any other reason that the Board of directors may deem sufficient, the Board of Directors may delegate the powers or duties of such officer to any other Director, for the time being, provided a majority of the Board of Directors concurs therein. The Board of Directors may also elect a Vice President to fill in for the President, when the President is not available.
SECTION 11. The presence of at least five (5) members of the Board of Directors shall be necessary in order to constitute a quorum for the purpose of conducting business at any meeting of the Board of Directors. Except as may otherwise be provided in the Articles of Incorporation or the By-Laws, the decision of a majority of the directors present at any meeting shall be the decision of the Club.
SECTION 12. Special meetings of the Board of directors shall be held on the call of the President or a majority of the Directors. All members of the Board shall be advised, either orally or in writing, as to the time and place of any such meeting. Notice shall be given at least three (3) days prior to the date of the meeting. Attendance at any meeting shall constitute a waiver of notice thereof.
SECTION 13. Members of the Board of Directors must volunteer to assist with the Program and other activities administered by the Club, including without limitation, with fundraising and by participating in charitable events which benefit the Club, including without limitation, Oktoberfest and other events put on by the High Sierra Lacrosse Foundation and High Sierra Lacrosse League.
ARTICLE VII – INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. For the purpose of this article:
(a) "agent" means any person who is or was a director, officer, employee, or other agent of this Club;
(b) "proceeding" means any threatened, pending, or completed action or proceeding to which the Club or its agent is a party, whether civil, criminal, administrative or investigative; and
(c) "expenses" includes, without limitation, all attorneys' fees, costs and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys' fees, costs and other expenses incurred in establishing a right to indemnification under this Article.
SECTION 2 To the extent that an agent of this Club has been successful on the merits in the defense of any proceeding referred to in this Article or in the defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Subsections 3 through 5 hereof shall determine whether the agent is entitled to indemnification.
SECTION 3 Action Brought by Persons Other than the Club. Subject to the required findings to be made pursuant to Subsection 5, below, this Club shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this Club, or by an officer, director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self‑dealing within the meaning of California Corporations Code Section 5233, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this Club, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.
SECTION 4 Action Brought by or on Behalf of the Club:
(a) Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this Club, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.
(b) Claims and suits awarded against agent. This Club shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action brought by or on behalf of this Club by reason of the fact that the person is or was an agent of this Club, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:
- the determination of good faith conduct required by Subsection 5, below, must be made in the manner provided for in that section; and
(ii) upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
SECTION 5 Determination of Agent's Good Fail Conduct: The indemnification granted to an agent in Subsections 3 and 4 above is conditioned on the following:
(a) Required standard of conduct. The agent seeking reimbursement must be found in the manner provided below to have acted in good faith, in a manner he believed to be in the best interest of this Club, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this Club or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.
(b) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with subsection (a) above shall be made by:
(i) the board of directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding; or
(ii) the voting regular members by an affirmative vote of a majority of the voting members represented and voting by duly held election (as provided above) or at a duly held meeting of members at which a quorum is present, which affirmative vote also constitutes a majority of the required quorum; provided, however, that the person to be indemnified shall not be entitled to vote; or
(iii) the court in which the proceeding is or was pending. Such determination may be made on application brought by this Club or the attorney of the agent or other person rendering a defense to the agent, whether or not the application by the agent, attorney or other person is opposed by this Club.
SECTION 6 Limitations: No indemnification or advance shall be made under this Article, except as provided in Subsections 2 or 5(b)(iii) hereof, in any circumstance when it appears:
(a) that the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification, or
(b) that the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
SECTION 7 Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this Club before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance, unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
SECTION 8 Contractual Rights of Non‑directors and Non‑officers: Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this Club, or any subsidiary hereof, may be entitled by contract or otherwise.
SECTION 9 The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Club against any liability other than for violating provisions against self‑dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Club would have the power to indemnify the agent against that liability under the provisions of this Article.
ARTICLE VIII – CONTRACTS, CHECKS, NOTES, ETC.
SECTION 1. All contracts and agreements authorized by the Board of Directors shall, unless otherwise directed by the board of Directors, must be signed by either the President or the Treasurer.
SECTION 2 All checks and drafts issued by the Club shall be signed by the either the President or the Treasurer. All such checks and drafts issued must be approved by a minimum of three Board Members. All checks and drafts issued in excess of $500 shall be approved by the majority vote of the entire Board of Directors.
ARTICLE IX – NON-PROFIT ORGANIZATION
SECTION 1. The Club shall, at all times, be operated on a non-profit basis for the mutual benefit of its members. No dividends or other interests in the assets of the Club shall be paid by the Club to its members. No part of the earnings of the Club shall insure to the benefit of, or be distributed to, its members, officers, Directors, or any other private persons or corporations, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and expenses incurred and to make payments and distributions and in full furtherance of the purposes set forth herein.
SECTION 2. No substantial part of the activities of this Club shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Club shall not participate in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation of these By-Laws, the Club shall refrain from engaging in any other activities not permitted of any tax-exempt organization under Section 501 of the Internal Revenue Code.
ARTICLE X – TERMINATION AND DISSOLUTION
SECTION 1. The Club may be terminated and dissolved upon the affirmative vote of at least two-thirds (2/3) of all Regular members entitled to vote. In the event of such termination and dissolution, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Club, shall distribute to a non-profit fund, foundation or corporation which is organized and operated exclusively for competitive lacrosse purposes, and which has established its tax exempt status under IRC Section 501 ( c ) (3).
ARTICLE XI – AMENDMENT OF BY-LAWS
SECTION 1. The power to make, alter, amend, or repeal these By-Laws is vested in The Board of Directors, requiring a vote of at the majority of directors at a regular meeting.
Adopted, pursuant to vote of the Board of Directors, this 16th day of January, 2015, by the Truckee Tribe Lacrosse Club, Inc..