1.01     Definition of Bylaws:   These bylaws constitute the code of rules adopted by the

Erie Lady Lions Hockey Association (the “Association”) for the regulation and management of its affairs.

1.02        Purpose and Powers:  This association will have the purposes or powers stated in

 its articles of  incorporation, and whatever powers are or may be granted by the

Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania, or

any successor legislation.  The association’s purpose of operation shall be to teach

the game of ice hockey to all girls and women who desire such opportunity regardless

of race, creed, religion, or financial situation.

2.01.1    Principle Office:  The principle place of business of this club will be located

 at Erie Lady Lions Hockey Office, 474 Holdson Drive, West Springfield, Pa. 16443   

3.01          Definition of Membership:  The members of this association are those persons

3.02          Classes of Members:  The association will have three classes of members that are

3.03          Qualifications of Members: The qualifications of members of the members of the

(1)               Parent Class:  A person qualifies for membership, and automatically becomes

a member of, the parent class if he/she has a daughter, or is the guardian of a girl,

(2)               Friend Class:  A person qualifies for membership in the friend class if he/she

 supports the purposes of the association through sponsorship, coaching, and

 team management. Membership in the friend class shall not be automatic.

Rather, membership in the friend class shall be conferred, conditioned or

(3)               Adult Player Class:  A person qualifies for membership, and automatically

becomes a member of, the adult player class if she is currently a member of

3.04          Member Dues and/or Fees:  The annual dues and/or fees payable to the association

 by members of each class, if any, will be in the amount(s) fixed from time to time by

3.05          Place of Members’ Meetings: Meetings of members will be held in such places as

 minimum of three (3) times per year in such place, day, and hour as fixed by the

3.07          Annual Members’ Meeting: The annual meeting of the members will be held in the

 month of March each year on a date and at an hour and place to be determined by the

Board of Directors.  At the annual members’ meeting, in addition to such other business

 as may come before the meeting, the nominating committee shall present all

 nominations for vacancies on the Board of Directors, including all nominations made

 from the floor at the February membership meeting, to the membership.  Upon closing

of the nominations, the Executive Director shall call for a vote by eligible members. A

 member is only eligible to vote as member in good standing of one member class.  

 Unless the membership votes unanimously otherwise, a quorum being present, all voting

 shall be by secret ballot.  The nominating committee shall conduct the election and

 count the ballots.  Nominees garnering the highest vote totals for the specific directors’

 offices being sought, shall be elected to the Board of Directors.  The nominating

committee shall first make its report to the Executive Director and shall immediately

3.08          Special Members’ Meeting: Special meetings of the members may be called by any of

3.09          Notice of Members’ Meetings: Notice, stating the place, day, and hour of the meeting

and (in the case of a special meeting) the purpose or purposes for which the meeting is

 called, must be delivered either verbally, by email, by voicemail, by website publication,

 or by first class mail by or at the direction of the executive director, the secretary, or the

officers or any persons or members calling the meeting, to each member entitled to vote

3.10          Voting Rights of Members:  Only members of the parent and adult player class shall

 be entitled to vote on matters submitted to vote of the members.  Each family with one

 or more girls on an Erie Lady Lions hockey team shall be limited to one (1) vote per

 hockey player.  Adult players shall have (1) vote regardless of number of Erie Lady

Lions hockey teams that she plays on.  Nevertheless, no member who has unpaid dues

 and/ or fees, or, alternatively, who is out of compliance with a payment plan approved

 by the Board of Directors, shall be eligible to vote.  Nor shall any member of the parent

 class, whose daughter is aging out at the time of the annual meeting of the members, be

 entitled to vote for directors or officers at the annual meeting. Upon request of a member,

 the books or records of the membership shall be produced at any regular or special

 meeting of the association. If at any meeting the right of a person is challenged, the

 presiding officer shall require such books or records to be produced as evidence of the

 right of the person challenged to vote, and all persons who appear by such books or

 records to be members entitled to vote may vote.  The right of a member to vote and

 his/her right, title, and interest in or to the association, shall cease on the termination of

3.12          Quorum of Members: The percentage of votes represented in person that constitutes a

 quorum at a meeting of the members will be thirty-three and one-third percent (33 1.3%)

 of the votes entitled to be cast.  The vote of a majority of the votes entitled to be cast

 by the members present at the meeting at which a quorum is present is necessary for

 the adoption of any matter voted on by the members unless a greater proportion is

 required by the Nonprofit Corporation Law of 1988, the articles of incorporation of

3.13          Transferability of Membership: Membership in this association is nontransferable

3.14          Termination of Membership:  Membership shall be terminated in this association

(1)               Receipt by the board of directors of the written resignation of the member executed

(3)               With respect to the parent and adult player class of members, it the member ceases

(4)               With respect to the friends class of members, if the board of directors, in its

(5)               The failure of the member to pay any annual dues and/or fees on or before their

However, a member whose membership status is terminated for reasons other than

those stated in paragraph (2) above, may be completely and automatically reinstated

 if the member corrects the cause for termination before the board of directors formally

4.01          Definition of Board of Directors:  The board of directors is the group of persons vested

 with the management of the business and affairs of the association.  The board of directors

 may institute and maintain such policies as it deems useful and necessary to effectively

4.02          Structure of the Board:  The board of directors of this association will constitute a

4.04          Number of Directors:  Until further amendment of these bylaws, the number of directors

 will be nine (9).  One director will simultaneously serve in the capacity of executive

 director, another as vice president, another as secretary, another as treasurer, and five (5) as

(1)               The directors serving on the board of directors at the time of the adoption of

f.        Director at Large (2): March 2005 (1 year term)

g.       Director at Large (3): March 2006 (2 year term)

h.       Director at Large (4): March 2006 (2 year term)

(2)               The directors first elected at the March 2004 annual members’ meeting will

EXECUTIVE DIRECTOR                            1                                  TWO YEARS

DIRECTOR AT LARGE (2)                          6                                  ONE YEAR

DIRECTOR AT LARGE (3)                          7                                  TWO YEARS

DIRECTOR AT LARGE (4)                          8                                  TWO YEARS

(3a)      At the annual members’ meeting of March 2005:

There shall be an election for the following board of director positions:

 vice president, secretary, and director #1 and #2.

a.       There shall be no election of executive director (and corresponding board seat

 no. 1) because the vice president will automatically be elected to the office

 executive director (and corresponding board seat #1) to fulfill his/her one

b.      The membership shall elect a person to fill the office of vice president (and corresponding board seat no. 2).  The term of the person elected to the vice

presidency shall be two years: first year as vice president (in board seat no. 2):

c.       The membership shall elect a person to the office of secretary (and corres-

ponding board seat no. 3). The term of the person elected to the office of

secretary shall be one year.

d.       The membership shall elect a person to the office of treasurer (and corres-

ponding board seat no. 4). The term of the person elected to the office of

 treasurer shall be two years.

e.       The membership shall elect a person to the office of director at large

 (and corresponding board seat no. 5).  The term of the person elected to the

f.        There shall be an election for the office of director at large (2)

 (corresponding board seat no. 6.

g.       There shall be an election for the office of director at large (3) (corresponding

 board seat no. 7.

a.                   There shall be no election of executive director (and corresponding

 board seat no. 1) because the vice president will automatically be elected

to the office executive director (and corresponding board seat #1) to fulfill

b.                  The membership shall elect a person to fill the office of vice president

               (and corresponding board seat no. 2).  The term of the person elected to

                the vice presidency shall be two years: first year as vice president (in board seat

c.                   The membership shall elect a person to the office of secretary (and

 corresponding board seat no. 3). The term of the person elected to the

d.                  There shall be no election for the position of Treasurer as this is a current

e.                   The membership shall elect a person to the office of director at large

                (and corresponding board seat no. 5).  The term of the person elected to the office

f.                    There shall be no election for the office of director at large (2) (corres-

ponding board seat no. 6)  because the term of this office is two years and

(6)               Each director will hold the office for the term for which the director was elected

 and until a successor has been selected, qualified, and takes office.  The terms

of the outgoing directors expire April 30; the terms of incoming directors

commence May 1.  After the election of the new board of directors at the annual

 members’ meeting in March, the newly elected board of directors shall be invited

 to all meetings of the outgoing board of directors. The outgoing board shall make

 every effort to effectuate an orderly transfer of responsibilities and records to the

4.06          Vacancies on the Board: Any vacancy occurring on the board of directors, and any

directorship to be filled by reason of and increase in directors, will be filled by appoint-

ment by majority of the remaining board of directors.  The new director appointed to

fill the vacancy will serve for the unexpired term of the predecessor in office and would

4.07          Location of Director’ Meeting:  Meetings of the board of directors, regular or special

4.08          Regular Director Meetings:   Regular meetings of the board of directors will be held

 at such dates and at such times and places, as the board of directors shall in its discretion

4.09          Notice of Special Directors’ meetings: Notice stating the place, day, and hours of

any special meeting of the board of directors will be delivered to each director not less

 than one nor more than ten days before the date of the meeting, either verbally, voice

mail, e-mail, or first class mail, by or at the direction of the executive director, or the

 secretary, or the director s calling the meeting.  The notice need not state the business

4.10          Call of Special Board Meetings:  A special meeting of  the board of directors may be

4.11          Waiver of Notice:  Attendance of a director at any meeting of the board of directors will

 constitute a waiver of notice of that meeting except when a director attends a meeting for

 the express purpose of objecting, at the beginning of the meeting, to the transaction of

4.12          Voting Right of Directors:  Each director shall be entitled to one vote on matters

 submitted to a vote of the boards. A director, who is serving as executive director, shall

4.13          Quorum of Directors:  The majority of the voting directors will constitute a quorum.

 The act of a majority of the voting directors present at a meeting at which a quorum is

present will be the act of the board of directors unless a greater number is required under

 the provisions of the Nonprofit Corporation Law of 1988, the articles of incorporation of

 this association, or a provision of its bylaws.  Reference to Section 10.03 for telephonic

4.14          Unanimous Written Consent:  Any action which may be taken at a meeting of the board

 of directors may be taken without a meeting if a consent or consents in writing setting

 forth the action so taken shall be signed by all of the voting directors in office and shall

4.15          Fiduciary Duty: A director of the association shall stand in a fiduciary relation to the

 association and shall perform the duties of the director, including all duties as a member

 of any committee of the board upon which he/she may serve, in good faith, in a manner

 reasonably believed to be in the best interest of the association, and with such care,

 including reasonable inquiry, skill, and diligence, as person of ordinary prudence would

 use under similar circumstances.  In performing his/her duties, a director shall be entitled

 to rely in good faith on information, options, reports or statement and other financial data,

 in each case prepared by any of the following:

(1)               One or more officers or employees of the association whom the directors

(2)               Counsel, public accountants or other persons as to the matters which the directors

 reasonably believes to be within the professional or expert competence of such

(3)               A committee of the board upon which he/she does not serve, duly designated in

 accordance with law, as to matters within it designated authority which the

A director shall not be considered to be acting in good faith if he/she has knowledge

            In discharging the duties of their respective positions, the board of directors,

committees of the board and individual directors shall, in considering the best interests

 of the association, consider the effects of any action upon the association’s relationship

 with USA Hockey and all other pertinent factors.  The consideration of these factors shall

            Absent breach of fiduciary duty, lack of good faith or self dealing, actions taken

 as a director or any failure to take any action shall be presumed to be in the best interest

4.16          Personal Liability: A director of this association shall not be personally liable for monetary damages

(1)               The director has breached or failed to perform the duties of his/her office under

(2)               The breach or failure to perform constitutes self-dealing, willful misconduct or

(2)               The liability of a director for the payment of taxes pursuant to local, state, or

The association shall yearly obtain Officers’ and Directors’ Liability insurance from

(5)               Three (5)  directors at large

5.02     Qualification of Officer:   Eligibility for positions of officers shall be limited to directors.

5.02          Election of Officers:  Each of the officers of this association will be elected in accordance

 with Section 4.05  by the membership simultaneously with the membership’s election of

the (7) seven members of the board of directors at the annual members’ meeting in March

 of each year.  Each office (executive director, vice-president, secretary, treasurer,) shall be

 linked to a directors’ office.  Election of any officer shall carry with it election to an

 office of a director.  Each officer will remain in office until the successor to the office

 has been selected and qualified

5.04          Executive Director:  The Executive Director is the chief executive officer of the association

and will, subject to the control of the board of directors, supervise and control the affairs

of the association.  The executive director shall:

(1)               Preside at all meetings

(2)               Annually appoint, with board approval, standing committee, temporary committee

and task force chairpersons and friend members.

(3)               Plan all meeting.

(4)               Plan, execute, and /or supervise all publicity efforts.

(5)               Sign all official documents and papers on behalf of the association.

(6)               Schedule regular elections and meetings accordance with the bylaws.

(7)               Perform all such additional duties usually attached to this office.

5.05          Vice President:  The vice president shall:

(1)               Attend all meetings.

(2)               Preside at all meetings in the absence of the executive director.

(3)               Carry out any duties or assignments delegated to him/her by the executive

director.

(4)               Succeed to the office of the executive director in the event of the resignation,

death, or the removal for incapacity of the executive director.

(5)               Act as the parliamentarian.

(6)               Perform all such additional duties usually attached to this office.

5.06     Secretary:       The secretary shall:

(1)               Attend all meetings.

(2)               Record minutes of all meetings of the members and the board of directors.

(3)               Send out notices of all regular and special membership meetings and board

meetings.

(4)               Originate and file all correspondences required for the operation of the association.

(5)               Perform all duties usually attached to this office.

5.07     Treasurer:      The treasurer shall:

(1)               Attend all meetings.

(2)               Record all financial transactions of the association.

(3)               Act as the board liaison to the financial and fundraising committees.

(4)               Collect all money due to or raised by the association and deposit same in

 authorized depository.

(5)               Pay all accounts payable by check.

(6)               Keep an accurate and current record of all monies received and distributed.

(7)               Report on the association’s financial condition at meetings, and

 generally accepted accounting principles at the  end of year.  Prepare and file all

 required tax and/or information returns.  With board approval, this duty may be

5.08          Directors at Large (1) (2) (3 (4) (5)):  Directors at large shall:

(1)               Attend all meetings.

(2)               Perform any duties designated by the board of directors.

(3)               Serve as chairperson of any committee so designated by the board of directors, i.e.

tournament, fund raising, etc.

6.01     Waiver of Notice:   Whenever any notice is required is required to be given under the

 provisions of the Nonprofit Corporation Law of 1988, the articles of incorporation of this

 association, or these bylaws, a waiver of the notice in writing signed by the person or

 persons  entitled to notice, whether before or after the time stated in the waiver, will

 be deemed equivalent  to the giving of the notice.  The waiver must, in the case of a

 special meeting of members, specify the general nature of the business to be transacted.

6.02.1    Action By Consent:  Any action required by law or under the articles of incorporation

 of this association or these bylaws, or any action that otherwise may be taken at a

 meeting of either the members or board if directors, may be taken without a meeting if a

 consent in writing, setting forth the action taken, is signed by all the persons entitled to

 vote with regard to the subject matter of the consent, or all directors in office, and filed

 with the secretary of the association.

7.01          Authority of Committees:  The association may have certain committees, each of

 which will consist of one or more directors.  Each committee will have and will

 exercise some prescribed authority of the board of directors in the management of

this association.  However, no committee will have the authority  of the board in

 reference to affecting any of the following:

(1)               Submission to members of any action requiring approval of members under

the Nonprofit Corporation Law of 1988.

7.02          Standing Committees:  The association shall have the following standing committee,

which shall be chaired by a director or officer annually designated by the executive

director and approved by the board of directors, and may be composed of other members

 of the association annually appointed by the executive director and approved by the board

 of directors.  All such committee appointments shall be made no later than September

 of each year.

(b)               Duties: The nominating committee shall solicit suggestions for nominees

 for vacancies on the board of directors.  At the February meeting of the members,

 the nominating committee shall identify all its nominees and shall invite any

 further nominations from the floor.  No further nominations may be entertained

 after the February membership meeting.  At the annual meeting of members in

 March, the nominating committee shall conduct the election, count the ballots

 and report the election results first to the executive director and then the membership.

7.03          Temporary Committees and Task Forces:  The board of directors may, by resolution

 duly adopted, create, compose and dissolve one or more temporary committees or task

 forces and delegate to those committees or task forces specific responsibility to advise

 the board of directors and transact certain ministerial business of the association.  However,

 the creation of committees will not operate to relieve the board of directors or any

individual director, of any responsibility imposed by law.  In creating any such temporary

 committee or task force, the board of directors may time-limit the life of the temporary

 task force or committee.

8.01          Fiscal Year:  The fiscal year of this association shall commence May 1.

8.02          Execution of Documents:  Except as otherwise provided by law, checks, drafts,

 promissory notes, orders for payment of money, and other evidence of indebtedness

 of this association will be signed by the treasurer and counter signed by any other

 officer.  Contracts, leases, and other instruments executed in the name of and on behalf

 of the association will be signed by the secretary and countersigned by any other officer,

 and will have attached copies of the resolutions of the board of directors certified by the

 secretary authorizing their execution. 

8.03          Books and Records: This association will keep complete and correct books and records

 of account, and will also keep minutes of the proceedings of its members, board of

 directors,  and committees.  This association will keep at its principle place of business  

 a membership  register giving the names, addresses, classes, and other details of the

 membership of each  member, and the original or a copy of its bylaws including

 amendments to date certified by the secretary of the association.

8.04          Inspection of Books and Records:  All books and records of this association may be

 inspected by any member, or the member’s agent or attorney, for any proper purpose at

 any reasonable time on written demand under oath stating the purpose of the inspection.

8.04.1    Nonprofit Operation: This association will not have or offer shares of stock.  No dividend

 will be paid, and no part of the income of this association will be distributed to its members,

 directors, or officers.  Nor will the association pay compensation to members, officers, or

 directors for services rendered.

9.01          Indemnification: The association shall indemnify each of its directors, officers, and

employees whether or not then in service as such (his/her executor, administrator and heirs),

against all reasonable expenses actually and necessarily incurred by him/her in the defense

 of any litigation to which the individual may have been a party because he/she is or was

 a director, officer, or employee of the association. The individual shall have no right to   

  reimbursement, however, in relation to matters as to which he/she has been adjudged liable

 to  the association or misconduct in the performance of his/her duties, or was derelict in

 the performance of his/her duty as director, officer, or employee by reason of willful

 misconduct, bad  faith, gross negligence or reckless disregard of the duties of his/her

 office or employment.

 The right to indemnity for expenses shall also apply to the expenses of suits which are

 compromised or settled if the court having jurisdiction of the matter shall approve such

 settlement.

10.01      Official Colors and Mascot:  The official colors of the association shall be orange,

 black, and white and the mascot shall be a lion until further bylaw change.

10.02      Teams to be Fielded:   The association will make every effort to field team(s) in all

current USA Hockey age division levels for girls/women at both a competitive and

 recreational/developmental level.  No team shall be formed for the sole purpose of

glorification  or promotion of an individual player, special interest group, or coach.

 All competitive teams shall be fielded and players rostered by open tryout of players.

 Only the head coach will be chosen by the board of directors prior to the schedule team

 tryout.  Developmental/recreational teams shall be open and available to all registered

 regardless of  skill and /or experience.

10.03      Telephonic Board Meeting:  One or more persons may participate in a meeting of the

 board by means of conference telephone or similar communications equipment by means

 of which all persons participating in the meeting will hear each other.  Participation in a

 meeting pursuant to this section shall constitute presence in person at such meeting.

10.04      Capital Contribution:  So long as the association continues to be organized on a nonstock

basis, the board of directors shall have authority to provide for the members to make capital

contributions in such amounts and upon such terms as are fixed by the directors in accordance

with  the provisions of section 5541 of the Nonprofit Corporation Law of 1988.

10.05      Subventions:  The board of directors, by resolution, may authorize the association to 
of section 5542 of the Nonprofit Corporation Law of 1988, and to issue certificates

 for such subventions.

10.06      Rules of Procedure:  In the event of any announced disagreement over procedure, the

most current edition of Roberts rules of Order shall control.

11.01      Modification of Bylaws:  The power to alter, amend, or repeal these bylaws, or to adopt

new bylaws, to the extent allowed by law, is vested in the members of the association.

 Proposed bylaw amendments must be presented at two sequential membership meetings

 for notification and discussion and shall be voted on at the third membership meeting.  A

 majority vote of a quorum of the membership shall be required for ratification.

11.02      Adoption of Bylaws:  Adopted by the members by resolution and vote of __________

to ________ on ____________________________________, 2003 at Erie, Pennsylvania.

AMENDMENTS:

1.5/3/04 Passed by unanimous vote of the membership at the May monthly General Membership

              meeting of May 3, 2004 and recorded in the meeting minutes. 

1.5/3.04A

            Not withstanding any other provision of this document, the organization shall not carry

On any other activities not permitted to be carried on (a)  by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or by (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code , or corresponding section of any future federal tax code.