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WELCOME TO FHC BOYS & GIRLS YOUTH LACROSSE

FOREST HILLS YOUTH LACROSSE

RESTATED BYLAWS OF FHC RANGER YOUTH LACROSSE

ARTICLE I: NAME AND PURPOSES

Section 1.1 Name. This corporation shall be known as FHC Ranger Youth Lacrosse.

Section 1.2 Purposes. The corporation is formed for educational purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code. The corporation is
specifically formed to provide funds, materials and services to supplement lacrosse programs for
students through eighth grade in Forest Hills Public School.

The corporation may engage in any activity in connection with the above-stated
purposes for which a non-profit corporation may be organized under the Michigan Nonprofit
Corporation Act of 1982, as amended. However, the corporation shall not carry on any other
activities not permitted to be carried on by: (a) a corporation exempt from federal income tax
under Section 501(c)(3) of the Internal Revenue Code; or (b) a corporation to which
contributions are deductible under Section 170(c)(2) of the Internal Revenue Code.

The corporation has not been formed for pecuniary profit or gain. No part of the
assets, income or profit of the corporation will inure to the benefit of its officers or directors.
However, the corporation shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance of the purposes set
forth in this Section.

No substantial part of the activities of the corporation shall be the carrying on of
propaganda or otherwise attempting to influence legislation. The corporation shall not
participate in, or intervene in (including the publishing or distribution of statements) any political
campaign on behalf of any candidate for public office.


ARTICLE II: MEMBERS

Section 2.1 Criteria. Members of this organization shall be students, parents
and individuals with an interest hi supporting FHC Ranger Youth Lacrosse's activities and who
attend the annual meeting of the corporation.

Section 2.2 Annual Meeting. The annual meeting of the members of the
corporation, for the election of directors and to transact such other business as may properly be
brought before the meeting, shall be held at such date, time and place as determined by
resolution of the board of directors, but in no event more than ten (10) months following the

close of the fiscal year of the corporation. If the day set for the annual meeting falls in a legal
holiday, then the meeting shall be held on the first day following which is a business day.
Section 2.3 Special Meetings. Special meetings of the members may be called
by the president or the board of directors, or in writing at the request of not less than ten percent
(10%) of all the members entitled to vote at the meeting. Such request shall state the purpose or
purposes of the proposed meeting.

Special meetings shall be held at such time and date as may be designated by the
president or the board of directors in the notice of the meeting. Business transacted at all special
meetings shall be confined to the objects and the matters stated in the notice of the meeting,
unless the majority of members that are present agree to the transaction of business relating to
objects not stated in the notice of the meeting.

Section 2.4 Place of Meetings. All meetings of the members, whether annual
meetings or special meetings, shall be held at such place or places, within or without the State of
Michigan, as a majority of the board of directors, may from time to time determine by resolution,
or as set forth in a waiver signed by a majority of the members. Any member may participate
electronically or via telephone conference if prior approval is obtained by a majority of the board
of directors. Such participation shall be deemed participation in person.

Section 2.5 Notice of Meeting. At least ten (10) days but not more than sixty
(60) days' notice of the purpose, place, day and hour of each meeting of the members, whether
annual or special, shall be given by written notice served upon each member of record entitled to
vote at the meeting. Service of notice shall be made via electronic transmission, facsimile,
personally, or by mailing such notice, postage prepaid, plainly addressed to each member at the
member's address as it appears on the books of the corporation. Personal notice includes
delivery of the notice to the child beneficiaries of the organization who are directed to deliver the
notice to the members. Notice by mail shall be deemed to be given at the time when the same
has been deposited in the United States mail.

Section 2.6 Waiver of Notice. Notice of the time, place and purpose of any
meeting of the members may be waived by any writing, including electronic transmission, either
before or after such meeting has been held. If the majority of the members attending the meeting
waive notice of the meeting, no notice of same shall be required. Whenever all the members
shall meet in person or by proxy, such meeting shall be valid for all purposes, without call or
notice, provided, however, that the attendance of a member at a meeting shall not constitute a
waiver of notice of such meeting where the member attends the meeting for the express purpose
of objecting to the transaction of any business because the meeting is not lawfully called or
convened. Any member failing to designate the member's address to the secretary, or a change
of address, shall be deemed to have waived notice of such meeting except at the address on
record with the secretary.

Section 2.7 Quorum. Fifty-one percent (51%) of the members, present in
person or represented by proxy, shall constitute a quorum at all meetings of the members for the
transaction of business, except as otherwise provided by statute or by the Articles of
Incorporation.

Section 2.8 Action by Consent. Any action required or permitted to be taken
at an annual or special meeting of members may be taken without a meeting, without prior notice
and without a vote, if all the members entitled to vote thereon consent thereto in writing. Written
consent includes consent by electronic transmission.

Section 2.9 Purchasing. No single purchase or commitment in excess of
$200.00 shall be made without the approval of the majority of the members present at a duly held
meeting. The directors/officers have the authority to make individual purchases and
commitments up to $200.00.


ARTICLE III: OFFICERS

Section 3.1 Officers. All officers shall also serve as directors of the
corporation. The corporation shall have a president, one (1) or more vice presidents, a secretary,
a treasurer and such other officers as the members may elect or the directors may appoint. Any
two (2) or more offices may be held by the same person, but an officer shall not execute,
acknowledge or verify an instrument in more than one (1) capacity if the instrument is required
by law or the Articles of Incorporation or these Bylaws to be executed, acknowledged or verified
by two (2) or more officers.

Section 3.2 Election. The officers of the corporation shall be chosen annually
by the members and those elected officers shall also serve as the board of directors. Each officer
shall hold office until the officer's successor shall have been duly elected and qualified, or until
the officer's death, resignation or removal.

Section 3.3 Removal or Resignation. The board of directors may remove any
officer only for cause. Any officer may resign from office at any time, such resignation to take
effect upon receipt of written notice thereof by the corporation unless otherwise specified in the
resignation.

Section 3.4 Vacancies. A vacancy occurring in any office, for any reason, may be filled for the
unexpired portion of the term of the office by the board of directors.


Section 3.5 President. The president shall preside at all meetings of members
and directors/officers and shall perform all other duties incident to the office or properly required
from time to time by the board of directors. The president shall at all times be subject to the
policies, control and direction of the board of directors.

Section 3.6 Vice President The vice president(s), in the order designated by
the board of directors, shall exercise the functions of the president during the president's absence
or disability. Each vice president shall have such powers and perform such duties as the board of
directors shall assign from time to time.

Section 3.7 Secretary. The secretary shall be elected from the membership.
The secretary shall give notice of each meeting of the members, the board of directors or
committees of the corporation as to which notice is required; shall record minutes of such
meetings in books kept for that purpose; shall have custody of the records of the corporation; and
shall perform such other duties as may be specified from time to time by the board of directors.
Section 3.8 Treasurer. The treasurer shall have custody of the funds and other
property of the corporation; shall keep records of all property, receipts and disbursements of the
corporation in financial books to be maintained for that purpose; shall deposit all assets in the
name and to the credit of the corporation with such depository or depositories as shall be
designated by the board of directors; shall disburse the funds of the corporation; and shall render
to the directors such reports as they shall prescribe. The treasurer shall perform such other duties
as may be specified from time to time by the board of directors.


Section 3.9 Other Officers. All other officers, as may from time to time be
appointed by the members of the board of directors pursuant to this Article, shall perform such
duties and exercise such authority as the members of the board of directors shall prescribe,
Section 3.10 Absence of Officer. In the case of the absence of any officer, or
for any other reason that the board may deem sufficient, the board may delegate from time to
time the powers or duties of such officer to any other officer or to any director.


ARTICLE IV: DIRECTORS

Section 4.1 Powers. The affairs of the corporation shall be managed by the
board of directors subject to the limitations of the Articles of Incorporation of the corporation,
these Bylaws and the laws of the State of Michigan. The board of directors is empowered on
behalf of the corporation to do and perform all acts reasonably necessary, appropriate or incident
to the accomplishment of the purposes of the corporation, as determined by the board of directors
in their sole discretion.

Section 4.2 Number of Directors. The board of directors shall be composed of
not less than three (3) members and not more than fifteen (15) members and shall consist of all
of the elected officers of the corporation. Each director shall serve for a term of one year, or
until a successor is appointed.

Section 4.3 Vacancies. In the event any vacancy shall occur on the board of
directors because of death, resignation, removal, incapacity to act, or disqualification of a
director, the remaining directors/officers shall immediately appoint a new director/officer for the
former director/officer and the appointed director/officer shall fill the unexpired term of the
former director/officer.

Section 4.4 Regular Meetings. Regular meetings of the board of directors of
the corporation shall be held at such time and place as the board of directors may designate, or in
the absence of designation by the board, as the president shall designate.

Section 4.5 Special Meetings. Special meetings of the board of directors for
any purpose or purposes shall be held whenever called by the president or vice president of the
corporation when requested by any two (2) directors/officers. The secretary or any other officer

designated by the president or vice president shall notify the directors/officers of the meeting.
Such request shall state the purpose or purposes of the proposed meeting.

Section 4.6 Place of Meetings. Meetings of the board of directors shall be held
at any place within or outside the State of Michigan, which may be designated from time to time
by resolution of the board. Board members may participate electronically or via telephone
conference up on prior approval of the majority of the board members. Such participation shall
be deemed participation in person.

Section 4.7 Notices. No notice of regular meetings of the board of directors
shall be required. At least five (5) days' notice of the place, day and hour of any special meeting
of the board of directors shall be given by written or printed notice served upon each
director/officer. Service of notice may be made personally, by electronic transmission, by
facsimile, by telephone, or by mailing such notice, postage prepaid, plainly addressed to the
director/officer at the director's/officer's last known post office address. Notice by mail shall be
deemed to be given at the time when the same is deposited in the United States mail, with
postage fully paid, plainly addressed to the director entitled to said notice. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice of such meeting.

Section 4.8 Waiver of Notice. Notice of the time, date and place of any special
meeting of the board of directors may be waived by any writing, including electronic
transmission, either before or after such meeting has been held. If all the directors/officers waive
notice of the meeting, no notice of the same shall be required. Attendance of a director at a
special meeting shall constitute a waiver of notice of such meeting except where the director
attends the special meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. Any director/officer failing to
designate his or her address to the secretary, or a change of address, shall be deemed to have
waived notice of such meeting except at the address on record with the secretary.

Section 4.9 Action Without Meeting. Any action which may be taken at a
meeting of the board of directors may be taken without a meeting if all the directors/officers shall
consent in writing to such action. Written consent includes consent by electronic transmission.
Such action by written consent shall have the same force and effect as the unanimous vote of the
directors/officers.

Section 4.10 Quorum. A majority of the directors/officers in office shall
constitute a quorum for the transaction of business. Every act or decision done or made by a
majority of the directors/officers present at a duly held meeting at which a quorum is present
shall be the act or decision of the board of directors, unless a statute, the Articles of
Incorporation or these Bylaws require a greater proportion.

Section 4.11 Organization. The president of the corporation, or in the
president's absence, a director/officer chosen by a majority of the directors/officers present, shall
act as chairperson at every meeting of the board of directors. The secretary of the corporation, or
in the secretary's absence, any person appointed by the chairperson of the meeting, shall act as
secretary of the meeting.

Section 4.12 Compensation. The directors/officers shall serve without
compensation. Upon resolution of the board of directors, the directors/officers may receive
reimbursement of expenses incurred in connection with the conducting of business of the
corporation.

Section 4.13 Meeting by Telephone or Similar Equipment. Any member of the
board of directors 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
can hear each other, and participation in a meeting pursuant to this Section shall constitute
presence in person at the meeting.


ARTICLE V: INDEMNIFICATION OF OFFICERS, DIRECTORS. 'EMPLOYEES AND AGENTS

Section 5.1 Indemnification: Third Party Actions. The corporation has the
power to indemnify a person who was or is a party, or is threatened to be made a party to a
threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (other than an action by or in the
right of this corporation) by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or domestic corporation,
business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or
not for profit, against expenses (including attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by that person in connection with
the action, suit or proceeding if that person acted in good faith and in a manner reasonably
believed by that person to be in or not opposed to the best interests of the corporation or its
members, and with respect to a criminal action or proceeding, that person had no reasonable
cause to believe that the conduct was unlawful. The termination of an action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a manner
reasonably believed by that person to be in or not opposed to the best interests of the corporation
or its members and, with respect to a criminal action or proceeding, had reasonable cause to
believe that the person's conduct was unlawful.

Section 5.2 Indemnification: Actions in the Right of the Corporation. The
corporation has the power to indemnify a person who was or is a party to, or is threatened to be
made a party to a threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of this
corporation as a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, business corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses (including actual and reasonable attorneys' fees) and
amounts paid in settlement incurred by that person in connection with the action or suit if that
person acted in good faith and in a manner reasonably believed by that person to be in or not

opposed to the best interests of the corporation or its members. However, no indemnification
shall be made for a claim, issue or matter in which such person shall have been found to be liable
to the corporation unless and only to the extent that the court in which such action or suit was
brought has determined upon application that, despite the adjudication of liability but in view of
all circumstances of the case, that person is fairly and reasonably entitled to indemnification for
the expenses which the court considers proper.

Section 5.3 Indemnification: Mandatory and Permissive Payments.
(a) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of an action, suit or
proceeding referred to in Section 5.1 or Section 5.2 of this Article, or in defense of a
claim, issue or matter in the action, suit, or proceeding, that person shall be indemnified
against expenses (including actual and reasonable attorneys' fees) incurred by that person
in connection with the action, suit or proceeding as well as in connection with the action,
suit or proceeding brought to enforce the mandatory indemnification provided in this
Subsection.

(b) An indemnification under Section 5.1 or Section 5.2 of this Article,
unless ordered by a court, shall be made by this corporation only as authorized in a
specific case upon a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because that person has met the applicable
standard of conduct as set forth in either Section 5.1 or Section 5.2. That determination
shall be made in any of the following ways:

(i) By majority vote of a quorum of the Board consisting of directors/officers who were
not parties to the action, suit or proceeding.

(ii) If that quorum is not obtainable, then by a majority vote of
a Committee of directors/officers who were not parties to the action, suit, or
proceeding. The Committee shall consist of not less than two (2) disinterested
directors/officers.

(iii) By independent legal counsel in a written opinion.
(c) If a person is entitled to indemnification under Section 5.1 or
Section 5.2 of this Article for a portion of expenses including attorneys' fees Judgments,
penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the
corporation may indemnify the person for the portion of the expenses, judgments,
penalties, fines, or amounts paid in settlement for which the person is entitled to be
indemnified.

Section 5.4 Indemnification: Expense Advances. Expenses incurred in
defending a civil or criminal action, suit or proceeding described in Section 5.1 or Section 5.2 of
this Article may be paid by this corporation in advance of the final disposition of the action, suit,
or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay the expenses if it is ultimately determined that the person is not entitled to be
indemnified by this corporation. The undertaking shall be by unlimited general obligation of the
person on whose behalf advances are made but need not be secured.

Section 5.5 Indemnification: Continuation of Right. The indemnification
provided in Sections 5.1 through 5.4 of this Article shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors
and administrators of any deceased or former director, officer, employee or agent who would
have been entitled to indemnification.

Section 5.6 Indemnification: Rights Hereunder Not Exclusive. The
indemnification or advancement of expenses provided in Sections 5.1 through 5,4 of this Article
is not exclusive of other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the Articles of Incorporation, Bylaws or a contractual agreement.
However, the total amount of expenses advanced or indemnified from all sources combined shall
not exceed the amount of actual expenses incurred by the person seeking indemnification or
advancement of expenses.

Section 5.7 Insurance. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, business corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against the person and incurred by the person in any such capacity
or arising out of his or her status as such, whether or not the corporation would have the power to
indemnify the person against such liability under Sections 5.1 through 5.6 of this Article.
Section 5.8 Mergers. For purposes of this Article, references to the
"corporation" include all constituent corporations absorbed in a consolidation or merger, as well
as the resulting or surviving corporation, so that any person who is or was a director, officer,
employee or agent of the constituent corporation, or is serving as a director, officer, employee or
agent of another foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation or business corporation as the
person would if he or she had served the resulting or surviving corporation or business
corporation in the same capacity.


ARTICLE VI: FINANCES


Section 6.1 Funds. It shall be the duty of the board of directors to provide
adequate funds for the operations of the corporation by means consistent with the tax exempt
status of the corporation.

Section 6.2 Depositories. The treasurer, or authorized designee, shall invest or
deposit all funds of the corporation as directed by the board of directors.

Section 6.3 Expenses. All proper expenses of the corporation are subject to the
approval of the board of directors. Upon such approval, the expenses shall be paid from the
funds of the corporation.

Section 6.4 Assets. The assets received by the corporation shall be used only
for the purposes of the corporation.

Section 6.5 Corporate Administration. The board of directors shall have the
power to employ suitable custodians, accountants, counsel, administrative staff and agents and
to pay their reasonable expenses and compensation.

Section 6.6 Fiscal Year. The fiscal year of the corporation shall be the
calendar year.

Section 6.7 Checks, etc. All checks, drafts, and orders for payment of money
shall be signed in the name of the corporation by such officer or officers or agent or agents as the
board of directors shall from time to time designate for that purpose.


ARTICLE VII: AMENDMENTS

These Bylaws may be amended by vote of not less than a majority of the
directors/officers then holding office at any duly constituted meeting of the board of directors,
provided that the substance of the amendment has been stated in the notice of such meeting or in
a duly completed waiver of notice of such meeting.


ARTICLE DISSOLUTION

Section 8.1 Discretionary Dissolution of Corporation. The corporation may be
dissolved by the members or board of directors as provided by law.

Section 8.2 Distribution of Assets. Upon dissolution of the corporation, the
directors/officers shall, after paying or making provision for the payment of all of the liabilities
of the corporation, distribute all of the assets of the corporation to organizations chosen by the
directors/officers which are tax exempt under Section 501(c)(3) of the Internal Revenue Code.


ARTICLE IX: REFERENCE TO INTERNAL REVENUE CODE


Any reference in these Bylaws to a provision of the Internal Revenue Code shall
refer to that provision in the Internal Revenue Code of 1986, as amended, or the corresponding
provision of any future United States internal revenue law.

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